Вы находитесь на странице: 1из 153

Motherson Sumi Systems Limited

Creating wealth through global synergies

Growing trust.
Transforming business.
Enhancing value for all.

2 2 nd An n u al Re p o rt 2 0 0 8 -0 9

a member of Samvardhana Motherson Group


What you will find inside

Corporate Information 01 | Introduction 02 | Samvardhana Motherson Group 04 | Mother-


son Sumi Systems Ltd 05 | Sumitomo Wiring Systems Ltd 08 | Samvardhana Motherson Finance
Ltd 09 | MSSL Overview 12 | Chairman’s Letter 15 | Vice Chairman’s Letter 16 |
Growing trust, Transforming Business, Enhancing Value for all 20 | The Transformation so far 22 |
The quantum leap – Visiocorp acquisition 26 | Global Presence 32 | Financial Highlights 34 |
Customer Relationships 36 | Management Discussion and Analysis 37 | Director’s Report 52
| Report on Corporate Governance 57 | Auditor’s Report 67 | Balance Sheet 70 | Profit &
Loss Account 71 | Cash Flow Statement 72 | Schedules 74 | Balance Sheet Abstract 104
| Consolidated Financial Statements 107

Disclaimer
In this Annual Report we have disclosed forward-looking information to enable investors to comprehend our prospects and take
informed investment decisions. This report and other statements – written and oral – that we periodically make contain for-
ward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried
wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’,
‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in as-
sumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or un-
known risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially
from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise.
Corporate Information

FounderChairperson Registered Office


(Late) Smt. S.L. Sehgal 2nd Floor, F-7, Block B-1,
Mohan Cooperative Industrial Estate,
Chairman Emeritus Mathura Road, New Delhi 110 044, India
(Late) Sh. K.L. Sehgal
Investor Cell
Board of Directors Mr. G.N. Gauba
Mr. Mohinder Singh Gujral (Company Secretary & Chief Financial Officer)
Chairman E-mail: investorrelations@motherson.com

Mr. Vivek Chaand Sehgal Registrar


Vice Chairman Karvy Computershare Pvt. Ltd.
Karvy House, 46, Avenue 4, Street No. 1
Mr. Toshimi Shirakawa Hyderabad 500 034, Andhra Pradesh, India
Director
Auditors
Mr. Hiroto Murai Price Waterhouse
Director Chartered Accountants
Building 8, 7th & 8th Floor, DLF Cyber City
Mr. Bimal Dhar Gurgaon 122 002, Haryana, India
Director
Bankers
Mr. Toshihiro Watanabe
State Bank of India
Whole Time Director
ICICI Bank Ltd.
Citibank N.A.
Maj. Gen. Amarjit Singh (Retd.)
HDFC Bank Ltd.
Director
Bank of Tokyo Mitsubishi Ltd.
Axis Bank Ltd.
Mr. Arjun Puri
Director

Mr. Laksh Vaaman Sehgal


Director

Mr. Futoshi Urai


Alternate Director

Mr. Pankaj K. Mital


Alternate Director

Together we make it happen 1


Growing Trust.
Transforming Business.
Enhancing Value For All.

A year of building on the edifice of the growing trust of our from our approach of successfully notching up incremental
customers and partners. A year of strategically aligning our acquisitions to reaching out to global customers.
business to their changing needs and aspirations.
The Visiocorp acquisition was a strategic move aimed at
A watershed year for MSSL. A year of big developments leveraging our existing product strengths and management
and bigger evolution. A year of pivotal growth and strategic expertise to provide the necessary synergies that would enable
expansion. our expansion into the fast-growing and ever-expanding global
automotive systems business. It was a transformational move that
A landmark year of expansive transformation. A year of delivering provided us with direct access to global blue chip companies and
greater value to our valued customers. a global manufacturing base through the extension of our core
capabilities.
It was indeed a critical year in the growth odyssey of MSSL. It was
a year when our relentless efforts towards fostering deeper This acquisition was indeed a momentous and meaningful
customer relationships transformed into our game-changing development for MSSL, enabling its growth from a domestic OE
acquisition of Visiocorp. It was a year of making a paradigm shift supplier to a global entity encompassing a world market.

2 Motherson Sumi Systems Limited


It was a far-sighted decision to look ahead, and beyond the GLOBAL SCALE
current negative environment, to take a big step forward towards AMONG THE LARGEST MANUFACTURERS OF
our further transformation and evolution into a bigger and better AUTOMOTIVE EXTERIOR REAR VIEW MIRRORS
company. It was a decision that helped position us uniquely to
deliver consistent growth and maximum value to all our customers DOMESTIC SCALE
and stakeholders at all times.
LARGEST MANUFACTURER OF AUTOMOTIVE
WIRE HARNESSES IN INDIA
It was a year when we took a quantum leap towards
building greater trust to enable an even bigger transformation LARGEST MANUFACTURER OF REAR VIEW
that would continue to drive us towards bigger returns and MIRRORS FOR CARS & MUVS IN INDIA
value for our expanding network of customers and partners
AMONG THE LARGEST MANUFACTURERS &
around the world.
SUPPLIERS OF AUTOMOTIVE PLASTIC COMPONENTS
& MODULES
“It was a year of deeper trust, bigger transformation
and better value for all our stakeholders.” AMONG THE MOST DIVERSIFIED GROUPS IN THE
AUTOMOTIVE INDUSTRY

Together we make it happen 3


Samvardhana Motherson Group

Trust is the core of successful growth, and transformation the growth driver. And together, they combine to deliver exceptional value.
It is this philosophy that has enabled the growth of Samvardhana Motherson Group (SMG) into one of India’s leading business houses.

SMG is a focused, dynamic and progressive group that is geared towards providing customers with innovative and value-added
products, services and solutions. The Group posted a combined revenue of Rs. 42.819 billion in 2008-09.

A growing business portfolio


The business portfolio of the Samvardhana Motherson Group is a diversified bouquet of verticals, continuously growing to expand and
encompass a wider and bigger choice of products and services that more than meet the transforming and exacting needs of its customers
across the world.

The unique competencies of the Group’s constituent companies combine to develop integrated solutions for its diverse customers.
These solutions comprise a range of applications across diverse industries. The constituent companies also provide support through
products and services that strengthen MSSL’s position as a full-system solutions provider.

FULL
SYSTEM
SOLUTIONS

Wiring Harness Rear View Polymer Elastomer IT & Design Metal Manufacturing Other
Manufacturing Mirrors Processing & Modules Processing Engineering Working Support Business
Tool
Wiring Exterior Manufacturing Rubber Software Precision Metal Air Travel
Sunroofs Injection Machined
Harness Mirrors Development Compressors Services
Injection
Molding Components
Molded Plastic
High Tension Interior Car HVAC Design Paint Coating Management
Parts Silicon Cutting
Cords Mirrors Systems Engineering Equipment Services
Injection Tools
Plastic Blow
Mirrors with Molding
Battery Molded Parts Bus Air- Industrial
Integrated conditioning CAE Services Bimetal Band Robots Agencies
Cables Bonded
Lighting Saw Blades
Post Molding Rubber Parts
Blind Spot Processes Lighting & Air CNC Code Automotive
Wires Gear Cutting
Detection Intake Rubber Generation & Manufacturing
Systems Extrusion Press Die Tools Engineering
Assemblies Refrigeration
Connectors & Telescopic Design
Thin Film Auxiliary
Terminals Trailer Tow Systems - Rubber Coating Equipment
Mirrors Tool Design & Transport & Compounding Metals for Injection
Wiring Harness Analysis Stationary
Molding
Components
Cabins for Off Machines
Tool
- Highway
Manufacturing
Vehicles
Environment
Management
Systems

4 Motherson Sumi Systems Limited


Motherson Sumi Systems Ltd (MSSL)

A TRACK RECORD OF MILESTONES EVOLVING AROUND


THE NUCLEUS OF TRUST.

AN EPOCH OF CONTINUOUS GROWTH AND EXPANSION.

AN ODYSSEY OF CONSTANT CHANGE AND


TRANSFORMATION.

AN ETHOS OF NURTURING RELATIONSHIPS AND


ENHANCING VALUE.

An apt description of the spirit of Motherson


Sumi Systems Limited.

Together we make it happen 5


Motherson Sumi Systems Ltd. (MSSL), the flagship
company of the Samvardhana Motherson Group, is a joint
venture between Samvardhana Motherson Finance Limited
(SMFL) and Sumitomo Wiring Systems (SWS), Japan, which
is a global supplier and manufacturer of wiring harnesses,
components & wires.

MSSL is a customer-driven company providing innovative and


value-added products, services and solutions to customers. The
Company is listed at the stock exchanges since 1993. MSSL is
India’s largest manufacturer of automotive wiring harnesses and
mirrors for passenger cars, and is also a leading supplier of plastic
components and modules to the automotive industry. The recent
acquisition of the mirror business from Visiocorp (now renamed
as Samvardhana Motherson Reflectec) has helped it evolve as one
of the world’s leading automotive mirror manufacturers.

The present product range of MSSL comprises of wiring


harnesses, rear view mirrors, molded plastic parts including car
interior and exterior parts, complete modules including bumpers,
dashboards and door trims, rubber components for automotive
and industrial applications, high-precision machined metal parts,
injection molded tools and car air conditioners. It has been MSSL’s
endeavour to constantly add new products in its product line, with
the objective of emerging as a single-service interface for multiple
customer needs. MSSL’s diversity of product range, coupled with
sheer depth within each product portfolio, has helped the
Company garner leadership in its area of operations.

6 Motherson Sumi Systems Limited


Over the years, MSSL has evolved as a JV specialist, having Germany, UK, Czech Republic, Austria, Hungary, Italy, Spain,
collaborations with global technology leaders to bring world-class France, Ireland, USA, Mexico, Australia & Mauritius to provide
technologies to serve its customers. The company has multiple timely and quality delivery to our customers worldwide.
JVs. These alliances give MSSL ready access to different
technologies and keeps it updated with the latest technological MSSL has manufacturing bases across four continents - Asia,
developments. This has further helped the Company leverage its Europe, North America & Australia, to support its customers.
competencies in existing areas to create products fulfilling the MSSL’s diverse global customer base comprises of almost all
emerging technical needs of its customers. MSSL and its joint leading automobile manufacturers around the world.
ventures have invested in state-of-the-art technologies and
infrastructure to ensure superior efficiencies and total customer
satisfaction.
MSSL Shareholding Pattern
MSSL is continuously strengthening its position as a globally
preferred solutions provider by offering end-to-end solutions,
Sehgal Family
encompassing designing from basic data to prototyping, tooling, 4.2% FIIs &
molding, assembly and integrated modules. The ability to provide Mutual funds
such end-to-end solutions in each product category, and to 10.6%
combine these solutions in the form of full system solutions, has
enabled the Company to evolve as a preferred supplier. These
solutions are supported by the flexibility to supply from any of the
alternative manufacturing bases and logistic models best suited to
SWS
customer requirements. 27.3%

MSSL has developed a network of manufacturing bases, design


centres, logistics centres, marketing support and sourcing hubs
Public
across a diversified geographical base. MSSL has presence in 20 18.3%
countries which include India (Noida, Gurgaon, Faridabad,
Manesar, Pune, Lucknow, Bangalore, Chennai, Kandla, & SMFL
Pondicherry), UAE, Sri Lanka, Singapore, China, Korea, Japan, 39.6%

Together we make it happen 7


Sumitomo Wiring Systems Ltd, Japan
(Our principal partner)

Evolving from a relationship of growing trust, our partnership with Sumitomo Wiring Systems Ltd. (SWS) has constantly grown from
strength to strength, since it started over two decades earlier. As MSSL’s oldest joint venture, dating back to 1986, this partnership has
enabled us to ensure continuous up-gradation of technology and a high degree of backward integration for wiring harnesses. The
relationship also brought in tooling technology and molding technology critical for wiring harnesses and got further strengthened with
subsequent ventures.

Background
A 100% subsidiary of Sumitomo Electric Industries (Japan).
A global supplier engaged in the manufacture and sale of wire harnesses, components and
wires.
Enjoys the second-highest share in wire harnesses worldwide.

Collaboration
Provided technical assistance for manufacturing wiring harnesses in 1983.
Entered into a joint venture to form Motherson Sumi Systems Limited (MSSL) in 1986.
Joint venture covered the manufacture of wiring harnesses, catering mainly to the needs
of Japanese OEMs.
Engaged as the principal partner of MSSL, initially providing access to latest technologies
for manufacturing wiring harnesses & wires, and gradually providing technical support
for wiring harnesses, components, injection molded parts, mould manufacturing (through
group companies), engineering design and software development (through joint ventures).
A second JV formed with MSSL for wiring harness manufacturing in Sharjah.

Support
Pivotal in providing technical support to MSSL, in the form of resident technical advisors,
training of engineers and production personnel, manufacturing methodologies, Japanese
manufacturing techniques, quality circle activities, kaizen, as well as collaborative design
and development.
Instrumental in helping the Company stay abreast of state-of-the-art technologies and
enhancing product quality at competitive costs.
Buyback of wiring harnesses to SWS locations in Japan and Europe.

8 Motherson Sumi Systems Limited


Samvardhana
Motherson
Finance Limited

Samvardhana
Motherson Finance Ltd
Samvardhana Motherson Finance Limited (SMFL) is the principal
holding company of the Samvardhana Motherson Group. SMFL
has investments in over 25 companies, including Motherson Sumi
Systems Limited (MSSL) & other Group companies.

SMFL acts as the central corporate body for managing the Group
companies and for their overall co-ordination. It is also the main
vehicle for exploring new business areas and forming new joint
ventures of the Group in diversified areas.

The company has 39.6% stake in Motherson Sumi Systems


Limited. On 6th March 2009, MSSL in joint venture with SMFL
acquired the Rear View Mirror business of Visiocorp where SMFL
holds 49% stake.

Together we make it happen 9


Samvardhana Motherson Finance Ltd :
Product & Company Portfolio

Wiring Harness Manufacturing Rear View Mirrors


Samvardhana Motherson Reflectec Ltd. (SMR)
• SMR Automotive Systems India Limited
• SMR Automotive Taree Pty Limited
• SMR Automotive Australia Pty Limited
• SMR Automotive Yancheng Co. Limited
• SMR Automotive Beijing Company Limited
• Ningbo SMR Huaxiang Automotive Mirrors Limited
• SMR Automotive Systems France S.A.
• SMR Automotive Services GmbH
• SMR Grundbesitz GmbH & Co. KG
• SMR Automotive Mirrors Stuttgart GmbH
Motherson Sumi Systems Ltd. • SMR Automotive Beteiligungen Deutschland GmbH
Kyungshin Industrial Motherson Ltd. • SMR Automotive Mirror Technology Hungary Bt
Motherson Sumi Wiring System Ltd. (FZC) • SMR Poong Jeong Automotive Mirrors Korea Ltd.
MSSL (GB) Ltd. • SMR Hyosang Automotive Ltd
MSSL Ireland Pvt. Ltd. • SMR Patents S.à.r.l.
MSSL Mideast (FZE) • SMR Automotive Vision Systems Mexico S.A de C.V
Motherson Sumi Electric Wires • SMR Automotive Systems Spain S.A.U.
(A Division of MSSL) • SMR Automotive Mirrors UK Limited
Motherson Electrical Wires Lanka Pvt. Ltd. • SMR Automotive Systems USA Inc.

Polymer Processing & Tool Manufacturing

Balda Motherson Solution India Ltd.


MSSL Advanced Polymers s.r.o.
MSSL Polymers GmbH
Motherson Automotive Technologies &
Engineering (A Division of MSSL)
Sumi Motherson Innovative Engineering Ltd.
MSSL Tooling (FZE)
CTM India Ltd.
Motherson Molds and Diecasting Ltd.

Elastomer Processing

Motherson Elastomer Pty Ltd.


Woco Motherson Advanced Rubber
Technologies Ltd.
Woco Motherson Elastomer Ltd.
Woco Motherson Ltd. (FZC)

10 Motherson Sumi Systems Limited


SMFL ventures have a diversified product portfolio, encompassing the entire range of the Samvardhana Motherson Group products.
SMFL ventures supplement and support MSSL products and enhance MSSL’s position as a full system solutions provider to a wide
range of industries.

Modules & Systems IT & Design Engineering

A Basic Concepts Designs Pty Ltd.


Miyazu Motherson Engineering Design Ltd.
MothersonSumi INfotech & Designs Ltd.

Metal Working
Motherson Innovative Engineering
Solutions (A Division of MSSL)
Motherson ORCA Precision Technology GmbH
Motherson Techno Tools Ltd.
Nachi Motherson Tool Technology Ltd.
Nissin Advanced Coating Indo Co. Ltd.

Manufacturing Support
AES (India) Engineering Ltd.
Anest Iwata Motherson Ltd.
Anest Iwata Motherson Coating
Equipment Ltd.
Matsui Technologies India Ltd.
Motoman Motherson Robotics Ltd.
Calsonic Kansei Motherson Auto Products Ltd.
Fritzmeier Motherson Cabin Engineering Ltd.
Magneti Marelli Motherson Auto System Ltd.
Motherson Zanotti Refrigeration Systems Ltd.
Spheros Motherson Thermal System Ltd.
Webasto Motherson Sunroofs Ltd.
Global Environment Management (FZC)

Together we make it happen 11


MSSL Overview

VISION

To be a Globally
Preferred Solutions
Provider

Mission
Ensure Customer Delight
Involve Employees as “Partners” in Progress
Enhance Shareholder Value
Set new standards in good corporate citizenship

Values
Be a lean, responsive and learning organisation
Continuously improve to achieve world-class standards
and total customer satisfaction
Proactively manage change
Maintain high standards of integrity and safety
Ensure a common culture and a common set of values
throughout the organisation
Recognise individuals' contributions
Develop stronger leadership skills, greater teamwork and
a global perspective
Constantly upgrade skill levels across the organisation
through knowledge sharing programmes

12 Motherson Sumi Systems Limited


Market Position Facilities
One of the largest manufacturers of automotive rear view Wiring harness manufacturing: 20
mirrors for passenger cars in the world Wire manufacturing: 3
Largest manufacturer of automotive wiring harnesses in Tube manufacturing: 1
India, with more than 65 per cent market share in passenger Plastic molding: 14
car segment, serving the entire automotive industry
Rubber molding: 5
Largest manufacturer of rear view mirrors for passenger Liquid silicone rubber injection molding: 1
cars and MUVs in India, with nearly 48 per cent share
Injection molding tool manufacturing: 1
in the segment as assessed by the company
Design engineering: 15
One of the largest manufacturers and suppliers of plastic
IP/ cockpit assembly: 2
components to automotive industry
Door trim manufacturing: 3
One of the most diversified groups in the Indian
Automotive mirror manufacturing: 18
automotive industry
Metal machining: 3

Together we make it happen 13


MSSL Overview

Products Industries Served


Automotive Rear View Mirrors Automotive
Wiring Harnesses Off-Road Vehicles
Wires Earthmoving and Material Handling Equipment
Injection Molded Products Agriculture and Farm Equipment
Blow Molded Products Medical Diagnostics
Liquid Silicone Rubber Molded Components Rubber and Tyre Industry
Injection Molding Tools IT Hardware
Precision Machined Metal Components
Test and Measuring
Modules
Scientific Equipment
> IP/Cockpit
Elevators
> Door Trims
Electrical Equipment
> Bumpers
Lawn Equipment
> Air intake manifolds
White Goods
> Air filter systems
Electronics
> Car air conditioning systems
Office Automation
Waste Recycling System

14 Motherson Sumi Systems Limited


Chairman’s Letter

WxtÜ f{tÜx{ÉÄwxÜá?
IT GIVES ME IMMENSE PLEASURE TO PRESENT As a part of its strategy for Vision 2010, MSSL acquired the
business of Visiocorp, one of the world’s largest manufacturers
TO YOU THE 22ND ANNUAL REPORT OF YOUR of rear view mirrors. This acquisition establishes MSSL as a leading
manufacturer of rear view mirrors and also as an established
COMPANY. IT IS MY FIRST LETTER TO YOU AS Tier-1 manufacturer to the global automotive industry. Since this
acquisition was made in March 09, the real impact would be
THE CHAIRMAN OF THE COMPANY. visible in the next fiscal.

I have been associated with MSSL since 1992. From the listing of
The Indian auto sector is on the recovery course. The world
the company in 1993 till date I have seen the evolution of MSSL
economy has also started showing signs of recovery. We have a
from an Indian wiring harness manufacturer to a global tier 1
positive outlook. With the improving economic conditions we
manufacturer of modules and systems. MSSL has always been a
see good opportunities in next couple of years.
consistent performer, but this year has been a truly special year.
It has always been our endeavour to create more value for all our
It has been a year of economic meltdown across the world. The
stakeholders. MSSL will continue its efforts to achieve its growth
automotive industry along with auto components industry has
and profitability targets. I thank all our stakeholders for their
been severely affected. Though no one remains unaffected by the
continued support.
economic situation, MSSL still maintained its trend of growing
faster than the market. This could be achieved because MSSL has
been increasing its content per car through a balanced product Sincerely,
portfolio coupled with a balanced customer base.

Considering the given situation, MSSL’s growth of 28% on a


consolidated basis is a fairly good growth. This demonstrates the
resilience and inherent values of MSSL that have always been the
motive force behind its growth. These are the values of building
trust in customers, always trying to add value as a supplier and at M.S. Gujral
the same time create more value for its investors. Chairman, Motherson Sumi Systems Limited

Together we make it happen 15


Vice Chairman’s

16 Motherson Sumi Systems Limited


“SAMVARDHANA MOTHERSON GROUP”.
SAMVARDHANA MEANS EVER INCREASING
VALUE FOR ALL. THE NEW NAME OF THE
GROUP IS A PROJECTION OF OUR
COMMITMENT AND CONSISTENT FOCUS
ON CREATING VALUE FOR ALL OUR
STAKEHOLDERS.

Letter to the shareholders

WxtÜ f{tÜx{ÉÄwxÜá?
I take this opportunity to present to you business needs, moving forward in its manufacturer of the world. We are deeply
the new name of our group – vision of being a globally preferred honored for the confidence our customers
“Samvardhana Motherson Group”. solutions provider. The Company has have reposed in us and we look forward
Samvardhana means ever increasing value transformed from being the largest to further strengthening these excellent
for all. The new name of the group is a manufacturer of wiring harnesses and rear relationships.
projection of our commitment and view mirrors for passenger cars in India to
consistent focus on creating value for all one of the largest manufacturers of Rear After the restructuring and turnaround,
our stakeholders. Vision Systems in the world. which we plan to bring about in the
forthcoming years, it would emerge as a
I also present to you a new face of your In March 2009 MSSL along with group much stronger company. The new entity
company; a new Motherson Sumi Systems company Samvardhana Motherson will operate under the new brand name
Limited (MSSL) that is now a truly global Finance Limited has acquired global Samvardhana Motherson Reflectec
company with a presence across four business of Visiocorp, one of the largest (SMR). I welcome all the members of
continents; the Company that has a much manufacturers of automotive rear view Visiocorp to the Samvardhana Motherson
expanded product range, service offerings mirrors in the world. Visiocorp brings its family.
and technological capabilities and can own state-of-the-art technology, a global
now offer a broad range of integrated manufacturing base and a customer base We now have the capability to serve
solutions to support customers’ evolving covering almost every major automobile global OEs in all major markets. With this

Together we make it happen 17


IN WIRING HARNESSES WE CONTINUE TO BE
MARKET LEADERS. THE COMPANY HAS ADDED NEW
CUSTOMERS, NEW PRODUCTS AS WELL AS NEW
TECHNOLOGIES IN BOTH WIRING HARNESSES
AND POLYMERS.

acquisition we have moved closer to our following a severe slump in global In wiring harnesses we continue to be
Vision 2010: to make MSSL a Billion demand. Auto industry faced probably market leaders. The company has added
Dollar Company; Maximum share of any the worst crisis in many decades with new customers, new products as well as
one customer in consolidated turnover to a number of major players struggling new technologies in both wiring harnesses
be less than 20%, and to have more than for survival. Collapsing banks, tight and polymers. Air cleaner assemblies are
60% sales to customers outside India. A credit, soaring interest rates, fuel costs, significant additions in polymer products
dividend of 32% of the consolidated raw material cost and exchange for which we have acquired new
profit is already being paid to our fluctuations all added to the gravity of the technologies through our collaborators.
shareholders in view of substantial situation. Our performance also got
investments being made by the Company. impacted by the global meltdown. We The mirror business in India now has
We aim to achieve cash positive position could grow the top line but the bottom around 48% share in rear view mirrors for
in the acquired entity in the first year itself. line was affected particularly on a passenger cars. We have got new business
We strive to lay a strong foundation for standalone basis. Still we managed to from Renault Nissan and Mahindra &
years to come, to match the financial maintain our profitability albeit lower than Mahindra for their new models.
targets of the group. Though because of the previous year. Though not entirely to
new investments and the acquisition our satisfaction, considering the overall During the year our joint venture Calsonic
ROCE has been impacted in the short economic conditions and the industry Kansei Motherson started commercial
term, we are focused on achieving our performance this was not a bad production of HVAC systems and
long term targets. performance. We still have strong cash compressors which are being supplied to
flows and have a sound financial and Maruti Suzuki’s new model Ritz. The JV
This was an unprecedented year globally, operative health. We have survived the will be introducing more products and is
although not on a positive note. Most of worst crisis faced by the industry in a long geared up for the new launches.
the world economies went into a time. We have emerged as a leaner and a
recession. Industrial output declined more efficient company. We have established new facilities for

18 Motherson Sumi Systems Limited


rubber products in India. Aimed at the packages from the government, the witness a number of new car model
Indian market, the company will be situation is improving. Even at the global launches. We now have a strong global
introducing some of the rubber products level there are slow but clear indications footprint and a better global position as a
and compounds using technologies of recovery. The coming quarters may still tier-1 supplier. We are well poised to serve
acquired in Australia. The existing rubber be tough, but by the year end the global the requirements of our customers and to
business in Australia is doing well and has industry is expected to recover to a avail the emerging growth opportunities
started supply of rubber to tyre retreading reasonable level. globally.
industry in Australia.
The results of the first quarter of the year We have always believed in transforming
We are making conscious efforts to 2009-10 has started on a promising note with the changing times, with a proactive
increase the depth of product range in all particularly on the domestic side which approach towards growing faster than the
our business verticals, thereby increasing has resulted in positive growth on a year markets. We believe in building trust by
our content per car. We are creating more on year basis. Consolidated sales have creating value for our stakeholders. We
value for our customer by offering more grown by 133% while the standalone sale will always follow value creating growth.
solutions and becoming a single window is stable. The operation of SMVSL has We value your trust in us and thank you
source for multiple products. With this shown some signs of improvement and I for your support.
increasing content we have been able to am proud of the team of SMVSL who are
grow our sales even in a shrinking market taking the challenge of delivering the
condition. improved performance in this turbulent
global scenario. SMVSL has shown
It seems that for the Indian automotive positive EBIDTA in the first quarter.
industry the worst is over. With the V. C. Sehgal
passenger cars sales picking up in the 1st For us years 2010-11 and 2011- 12 will Vice Chairman Motherson Sumi Systems Ltd.
quarter of 2009-10 aided by the stimulus be significant as the Indian market will Chairman Samvardhana Motherson Group

Together we make it happen 19


Growing Trust.
Transforming Business.
Enhancing Value For All.

Trust is the basis for all growth and the core of all transformation…
The trust MSSL shares amongst its stakeholders is a legacy it has have grown from strength to strength over the years, which is
built in the past 23 years, and which is today its greatest asset. A evident from formation of multiple JVs with the same JV partners.
successful business is built through fruitful relationships and
Another vital dimension of this ever-growing trust is the
towering trust levels. With a philosophy rooted in this credo, MSSL
confidence the shareholders have in the Company. Good
believes in an increased propensity to strengthen trust among all
Corporate Governance means complete transparency, which is
its stakeholders.
practised by MSSL in all its operations and activities. The Company
So deep-rooted and intrinsic to the Company’s business is this has always believed in keeping its shareholders informed about
trust that most of the joint ventures of the Company have taken the path it is taking in any venture or operation. The five-year
place at the behest of customers, either to partner with their target set by the Company for itself is made public, and each year
follow-me source or to acquire a particular technology to meet the progress made in the direction of achieving the same is shared
their requirement. Calsonic Kansei Motherson, a joint venture, with all the stakeholders.
was formed to meet the requirements of Maruti Suzuki and Nissan
Highly committed employees with high trust levels contribute in
Motors. Kyungshin Industrial Motherson Limited caters to wiring
a big way to the productivity of MSSL. The integrity of the
harness requirements of Hyundai motors in India. Both the
organization and the trust enjoyed by the Company from its
partners in these JVs are major suppliers, globally, to their
customers, shareholders, employees and collaborators have
respective customers.
helped it in achieving the goals and targets it has set over the
These are just a few examples. MSSL itself is the oldest joint years.
venture, being 23 years old. The relationships with our JV partners

20 Motherson Sumi Systems Limited


Trust is the basis for growth… growth is rooted
All growth is rooted in transformation, and in transformation… transformation leads to
therein lies the importance of change… value enhancement for all.

Armed with the trust of its various stakeholders, MSSL has MSSL is a customer-driven company. Today, the Company is a
continuously evolved over the years, successfully transforming single-window - complete solutions provider - for its customers.
into its present form. The Company, which started its journey as The Company’s passion for Quality, Cost, Delivery, Development,
a wiring harness supplier to a single customer, is now a supplier of Management, Safety & Environment (QCDDMSE) yields both
multiple products ranging from Wiring Harness to Automotive tangible & intangible value enhancement to all its customers.
Rear View Mirrors, from Plastic Molded Parts & Assemblies to
The Company has, since its inception, always striven to retain all
Complete Modules, Injection Molding Tools & from Rubber
its valued customers. It has established dedicated units to cater to
Products to Metal Machined components, serving more than 500
the needs of specific customers. MSSL is committed to sustained
customers worldwide.
and value-creating growth for all its stakeholders. A person who
The Company, which was running through a single unit in India, invested Rs 1,000 in MSSL in 1993 would have a value of
has now grown into more than 60 units in 20 countries across Rs. 2,50,000 as on 31st March 2009.
Asia, Europe, North America and Australia. Starting with its
A strong foundation of trust is the basis of growth for MSSL. MSSL
partnership with SWS, today MSSL has transformed into a JV
has been continuously transforming proactively to become a
specialist, having multiple JV partners.
better and stronger company, creating more value for all.

Together we make it happen 21


22 Motherson Sumi Systems Limited
The transformation so far

For MSSL, it has been a journey of transformation – a transformation


rooted in the trust of all its customers and other stakeholders, and a
transformation that has enabled it to deliver exceptional value to them
at every stage of its growth.

MSSL started as a wiring harness manufacturing company in 1986 ---


a single-product and a single-unit entity. What propelled MSSL’s growth
was a core value of creating more value for all its stakeholders through
constant transformation. It has been a continuous transformation
spanning all the constituents of the Company’s business, be it products,
technologies, partnerships, customer segments or geographical
footprints.

Wide range of products


MSSL offers a diverse range of products for varied applications. Over
the years, the Company has leveraged its competence in existing areas
and collaborated with global technology leaders to create products
fulfilling the technical needs of its customers. And, in doing so, it has
transformed from a wiring harness manufacturer to a single-service
interface for multiple customer needs.

MSSL has consistently grown its content per car by continuously adding
new products. MSSL offers products ranging from wiring harnesses to
automotive rear view mirrors, injection molding tools, plastic
components, rubber molded and extruded components, waste
management systems, machined metal components, vehicle air
conditioning systems and integrated modules like door trims and
cockpits.

It is not just the diverse product range but also the sheer depth within
each product portfolio that differentiates MSSL. Within each segment,
the Company provides a comprehensive range of products tailored to
specific customer needs across various industries.

Together we make it happen 23


The transformation so far

Wiring harnesses ---from Molded plastic parts --- as Rubber components for High precision machined
a simple single circuit to small as a clip to as large automotive and industrial metal parts for critical
complex designs with as a bumper. From applications. applications like fuel
hundreds of circuits. functional plastic parts to injectors.
aesthetic appearance parts
--- painted, printed and
upholstered. From a small
component to fully
integrated modules like
dashboards and door trims.

State-of-the-art technologies Under automotives MSSL caters to - cars, SUVs, trucks, buses,
two-wheelers, trailers, dump trucks, garbage disposers, material
Contemporary technologies in wiring harnesses with
handling and earthmoving equipment (including forklifts, cranes,
background integration.
bulldozers, road rollers, loaders), tractors, tillers, harvesters and
Full range of molding technologies, encompassing plastic lawn mowers. Under non-automotives, MSSL caters to machines,
injection molding, gas assist molding, two component molding, microscopes, cameras, binoculars, elevators, office automation
thermo set molding, blow molding, compression molding and equipment, consumer electronics, medical equipment, diagnostic
post-molding facilities. equipment, industrial mounts, computers, as well as a number of
precision measuring equipments.
Rubber injection molding, liquid silicon injection molding and
rubber extrusion. MSSL is increasing the list of applications with a widening product
Comprehensive mould-making technologies. range, penetrating deeper into each segment.

A full range of specialised and customised metal machining Key collaborators


solutions. Based on customer preference for follow-me sources and the
State-of-the-art assembly techniques. growing requirement for new technologies, MSSL has
collaborated with technology leaders in their respective fields to
Patented aeration technology for waste recycling systems. bring relevant technologies for the products required by its
customers. With Sumitomo Wiring Systems as its principal partner,
Diverse customer segments the Company currently has multiple collaborations with different
MSSL has a customer base spread over a spectrum of industries. technology leaders.

24 Motherson Sumi Systems Limited


Small moulds for a tiny Basic flat-plate AC ducts to complete car Waste recycling systems
connector to large automotive mirrors to AC systems.
moulds weighing a few electric mirrors loaded
tonnes. with features.

Extensive geographical presence Leadership position in the market


By February 2009, MSSL had established its presence in 12 MSSL is the largest manufacturer of wiring harnesses and rear
countries across Asia, Europe and Australia. MSSL has developed view mirrors, and is also one of the largest suppliers of molded
a network of manufacturing bases, design centres, logistics plastic products and modules for the passenger car and MUV
centres, marketing support and sourcing hubs across a diversified industry in India. It is considered among the largest auto ancillaries
geographical base. This imparts MSSL the advantage of proximity in India.
to customers, flexibility of alternative manufacturing and the
Track record of mergers and acquisitions
ability to serve customers from India, UAE, Europe and Australia.
MSSL has a long and extensive experience of successful mergers
Within India, MSSL enjoys a multi-locational manufacturing base
and takeovers. While most of the mergers of its subsidiaries and
with facilities located strategically close to major customer clusters.
JVs were a part of its restructuring strategy to make MSSL a
stronger company, the inorganic growth has come through
The worldwide customers base of MSSL demonstrates its ability in
acquisition of assets of companies in distress, which MSSL has
serving customers that are globally dispersed. In this, it is
successfully turned around.
supported by its robust logistics management.
All these acquisitions were supported by a strong rationale, as they
Global vendor base: MSSL has a high degree of backward were all done at very favourable valuations with complete support
integration for key inputs, along with a well diversified vendor of customers, and contributed significantly in terms of turnover,
base. Its international presence has translated into a cost-effective technology, geographical presence, product range and above all,
global procurement network with alternative sourcing options for a ready presence in respective niche segments with a strong
most of its input materials. customer base.

Together we make it happen 25


26 Motherson Sumi Systems Limited
The quantum leap – Visiocorp acquisition

About Visiocorp
The mergers and acquisitions that the Company had been undertaking
all these years contributed significantly to its growth. However, the
recent acquisition of Visiocorp has a unique significance for the
Company because of its size, turnover, customer base, technology,
geographical spread and the way it has positioned MSSL as a tier-1
supplier on a global level. With this acquisition, MSSL has taken a big
leap in its growth and expansion plans.
Visiocorp is one of the largest manufacturers of exterior rear view
mirrors for passenger cars in the world. Visiocorp was originally named
Schefenacker. The rear view mirror business was developed by
combining Britax, Engelmann and Schefenacker.
Visiocorp’s global share of exterior mirrors for passenger cars is around
30%, and that for the Indian passenger car segment is around 48% as
accessed by the company. The market leader in Europe, Visiocorp
manufactures approx. 30 mn exterior mirrors and 10 mn interior mirrors
per annum. It supplies exterior mirrors, interior mirrors and blind spot
detection systems for all passenger vehicle segments to nearly every
carmaker in North America, Europe, Asia and Australia.
Visiocorp has about 50 customers covering all the major OEMs in the
world. The main customers of Visiocorp include BMW, Chrysler, Daimler,
Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki,
Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota,
Volkswagen/Audi etc. In 2008, Visiocorp Group had a turnover of
approx. Euro 660 million (unaudited).

Together we make it happen 27


Visiocorp’s various operating companies include manufacturing through constant transformation of our business with the ultimate
locations at the US, Mexico, Australia, UK, Hungary, Spain, France, aim of delivering the maximum value to all our stakeholders.
China, India and Korea, together with design and engineering
Essentially an extension of our core activities, the acquisition was,
centers at each location and at Germany. It has in-house
as in the case of most of our previous major acquisitions, a
competencies for plastic molding, electric drives, lighting
customer-driven move that was totally in line with the
technologies, electronics, painting and glass processing.
transforming global scenario where customer needs are
perpetually changing. With today’s customers essentially looking
What led to the Visiocorp sale
for one-window solutions through bigger product portfolio and
Visiocorp, at the time of its sale, was held by private equity
better geographical reach, the acquisition of Visiocorp – with its
holders / hedge funds. The business was carrying a huge debt at the
global footprints and huge customer base – was completely
plc level, senior debt of Euro 165.5 million including revolver of
aligned with our goal to strive constantly to meet the changing
Euro 25 million, and Mezzanine debt of Euro 124.5 million. The
customer demands.
company required infusion of funds to support the operations,
particularly in the present economic scenario. The company had What made the acquisition even more attractive and timely was
financial problems coupled with management problems at plc level. that it was undertaken at an extremely good valuation since it
involved assets that were in distress, thereby bringing in a high
What the acquisition entails value accretion for MSSL. The acquisition promises positive cash
MSSL subsidiary, Samvardhana Motherson Visiocorp Solution Ltd. flow from the first year itself, making it a highly beneficial strategic
(SMVSL), now renamed as Samvardhana Motherson Reflectec has move for MSSL.
acquired all the operating subsidiaries of Visiocorp plc (in It was, in fact, the prevailing economic situation that generated
administration) for a cash consideration of approx. Euro 25 million the right and ideal opportunity for the acquisition. This was the
and allotment of 5% consideration shares having face value of appropriate time to acquire Visiocorp as we were able to complete
Euro 1.5 million. The acquisition from Visiocorp plc (in the acquisition at very attractive valuations. Also, as per the deal,
administration) comprises only assets in the form of shares of the we had complete access over the assets of the company and had
operating companies and no debt is being acquired from Visiocorp no obligations for any of Visiocorp plc’s liabilities. Thus, it was a
plc (in administration). very favourable proposition to us.
SMVSL is 95% owned by Samvardhana Motherson Global The acquisition is clearly also validated by the fact that it has not
Holdings Limited (SAMVARDHANA MOTHERSON GROUP), a only propelled MSSL to the global Tier I league, opening new
joint venture between MSSL and Samvardhana Motherson markets like China, Mexico, USA, Korea, Japan, Spain, France and
Finance Limited (SMFL), in the ratio of 51:49. Hungary, but has also opened up a huge vista of opportunity for
our associates to take on more responsibilities and cater to the
The rationale behind our acquisition of Visiocorp growing and diverse demands of our global customers.
A strategic fit for the MSSL business and its core competencies, the Another key rationale for this morale-boosting acquisition is the
acquisition of Visiocorp is but an extension of our philosophy of complete synergy of the Visiocorp business with the Samvardhana
developing the trust of our customers to generate bigger growth Motherson Group, since mirrors, being a synergistic product,

28 Motherson Sumi Systems Limited


brings re-sourcing value into MSSL’s existing business lines of The acquisition has led to expansion of MSSL customer base,
Wiring Harness, Polymer Processing & Elastomer. opening more opportunities, thus establishing a global platform
for MSSL and opening new opportunities for extending
Lending prudence to our move was also the fact that Visiocorp
relationship with global customers.
had been successfully running business in India for more than
13 years through Joint Venture with MSSL. It has extended MSSL’s presence to more countries - USA,
Mexico, Spain, France, Hungary, China, Korea and Japan.
Visible and projected advantages of the
acquisition Turnaround plan for Visiocorp
With this acquisition, MSSL has become one of the largest With a highly successful track record of managing multiple joint
manufacturers of automotive mirrors in the world. ventures with players from different countries, cultures,
The synergies of the Visiocorp business are completely aligned Motherson is working as a truly global group. Before this
with the existing business of MSSL. acquisition, the Group had overseas facilities in 13 countries.
The experience of operating together with joint ventures and
Visiocorp is a market leader in exterior rear view mirror systems
overseas plants will help the Group effectively integrate with
and brings with it cutting edge technology, covering the
the global organisation of Visiocorp. With synergies between
complete range of mirrors from low-end entry segments to
the existing Group business and the Visiocorp business, the
high-end luxury segments. The product range also includes
technical and operational integration is being well taken care
specialised unique solutions like the Telescopic Trailer Tow
of. Financial restructuring has already been done.
Mirrors and camera-based Blind Spot Detection systems.
The existing business of MSSL and SMG greatly supplements
Importantly, this acquisition also paves the way for MSSL to
Visiocorp’s need for products and services, particularly in
accomplish its stated goal of reaching a sales turnover of US $1
design engineering services, IT, molds, injection molded parts &
billion by the year 2010.
assemblies and wiring harnesses. We will leverage these synergies
The acquisition has enabled MSSL to acquire its own to support Visiocorp.
technology, research base, product expertise, and a ready
Earlier, because of the financial condition of the company, a lot of
customer base that includes all the leading automobile
Visiocorp facilities were underutilized as customers were holding
manufacturers of the world.
back orders. The situation is now improving in the wake of the
The acquisition of Visiocorp has enabled MSSL to enhance it’s acquisition.
position as a global Tier-1 supplier in very short time and has
Apart from extending financial and management support to
almost doubled MSSL’s turnover.
Visiocorp, MSSL, with its existing synergies in operations and the
The acquisition will also provide access to Visiocorp’s over 300 related backward integration, can also support Visiocorp by
patents. supplying wiring harnesses globally for the business and also
extending support in design, tooling and molding.
With Visicorp, the Group now has over 80 group manufacturing
locations in 20 countries, of which 60 are in India.

Together we make it happen 29


In the driving seat

Visiocorp’s product portfolio


The Visiocorp product range is a broad portfolio extending from
exterior and interior mirrors to blind spot detection systems for all
passenger vehicle segments. As a technology leader, Visiocorp
introduced the world's first exterior mirrors with integral turn
signal lights, the first combined power telescopic and power
folding mirror for light trucks and the only camera-based blind
spot detection system in the market, featuring leading edge
image processing technology.

Exterior mirrors Interior mirrors


Visiocorp offers extensive range of exterior mirrors with The interior mirrors that come from the Visiocorp house
features which includes Convex and Aspheric glass, range from prismatic versions up to complex multi-
Electric glass adjustment, Glass heating, Power fold, Bulb function systems featuring Reading lamps, Ambient
and LED turn signals, Temperature sensors, Memory light, Microphones, Remote control garage door opener,
position adjustment, LED light guide turn signals, Bulb Telematics interface & Emergency switch, Auto dimming
and LED ground illumination, Water repellent glass, LIN glass, Rain sensor, Air temperature and humidity sensor.
Bus node.

30 Motherson Sumi Systems Limited


A young visionary with a passion to drive growth-centric excellence, holding a MBA degree from Columbia Business
transformation, Mr. Laksh Vaaman Sehgal is the CEO of School (USA). Having undergone intensive training in all
Samvardhana Motherson Reflectec. He is also on the Board of the main business ventures to gain hands-on knowledge
Directors of Motherson Sumi Systems Limited and Samvardhana of the Group, he has also spent three years working with the
Motherson Finance Limited, the flagship and the holding Group’s collaborators in Germany and Japan.
companies of Samvardhana Motherson Group (SMG) respectively.
Vaaman is closely involved in all the new ventures, and he is a
The son of Mr. V.C. Sehgal, Chairman Samvardhana member of the core strategic team that is responsible for the
Motherson Group, Vaaman has an academic record par overall management of the Group.

Blind Spot Detection


Systems
The first -"seeing" mirror
Visiocorp's high-tech Blind Spot Detection system has
been in use since 2005 to monitor the blind spot, helping
to make overtaking easier. It is the first driver assistance
system which is able to independently recognise moving
objects through electronic image processing. Digital
cameras located in the door mirrors observe traffic
behind the vehicle, taking 25 pictures a second. Small
yet powerful microprocessors in the door mirrors process
the image information. If a vehicle enters the warning
zone, an orange LED located inside the car, near the door
mirror lights up to warn the driver.

Turn signals Telescopic Trailer Tow Mirrors


The mirror turn signal today shapes the appearance of
many vehicle models of numerous car manufacturers. Its Visiocorp is a world leader in Telescopic Trailer Tow (TTT)
location at the outermost position of a vehicle and near mirrors. It was the first to incorporate both power-
the eye level of the driver ensures optimum visibility of telescoping and power- folding functions into a trailer
the signal light. It was launched in the market in 1998 in tow mirror. This allows the driver to electrically extend
cooperation with Mercedes-Benz. Today, Visiocorp the mirror heads when towing, retract it for normal
Group's incandescent, LED and state-of-the-art light pipe driving conditions and electrically fold the mirrors to the
turn signals provide unique styling to exterior mirrors. vehicle when parking.

Together we make it happen 31


Global Presence

USA

MEXICO

Manufacturing Locations

Design & Developement Centre

Representative Office

32 Motherson Sumi Systems Limited


IRELAND

UK

GERMANY
SOUTH KOREA
CZECH REPUBLIC CHINA

NOIDA & NCR REGION


HUNGARY (FARIDABAD, GURGAON &
MANESAR)

SPAIN KANDLA LUCKNOW


ITALY
AUSTRIA
JAPAN
CHENNAI
NASHIK
FRANCE

PUNE PONDICHERRY

BANGLORE SINGAPORE
SRI LANKA

SHARJAH

MAURITIUS

AUSTRALIA

Together we make it happen 33


Financial Highlights

Consolidated
Rs. in Million

2008-09 2007-08 % change


Sales- Net of excise
Within India 14,430.70 12,817.25 12.59%
Outside India 11,525.70 7,464.00 54.42%
Total Sales 25,956.40 20,281.25 27.98%
EBIDTA 4,004.70 3,352.75 19.44%
Profit before tax 2,559.78 2,262.20 13.15%
Profit after tax (Net) 1,762.52 1,778.62 (0.91)%
Earnings per share - Rs. Per share 4.96 5.03 (1.39)%
Reserves and surplus 7,475.55 5,003.15 49.42%
Loan Funds 5,880.41 1,999.81 194.05%
Foreign currency convertible bonds 3,070.52 2,891.41 6.19%

Capital Employed & ROCE


1800 45
1600 40
3071
1400 35

1200 30
5880
10000 25
Rs. in Million

8000 2891 20

ROCE(%)
6000 2914 15
2000
2715
4000 1688 10
1549
1238 5359 7831
2000 3796 5
2200 2939
0 0
2004-05 2005-06 2006-07 2007-08 2008-09
Net Worth Total Loans FCCB ROCE%

Sales break-up Sales Profile


General Motors 2.2% HSCIL 2.1%
Outside India
44.4% Piaggio 2.4% Volkwagen 2.1%

Mahindra &
Mahindra Others
2.7% 42.6%

Tata
Motors 3.1%
Within India Maruti Suzuki
55.6% 16.6%
Ford 5.2%
SEWS Hungary Hyundai 13.5%
7.5%

34 Motherson Sumi Systems Limited


Standalone
Rs. in Million

2008-09 2007-08 % change


Sales- Net of excise
Within India 10,382.22 10,420.37 (0.37)%
Outside India 2,567.21 2,610.64 (1.66)%
Total Sales 12,949.43 13,031.01 (0.63)%
EBIDTA 1,688.58 2,361.28 (28.49)%
Profit before tax 852.46 1,641.99 (48.08)%
Profit after tax (Net) 695.41 1,281.92 (45.75)%
Equity Capital 355.55 355.55 0.00%
Earnings per share - Rs. Per share 1.96 3.63 (46.01)%
Reserves and surplus 3,802.80 3,668.96 3.65%
Load Funds 2,311.02 1,719.21 34.42%
Foreign currency convertible bonds 3070.53 2,891.41 6.19%

Capital Employed & ROCE


12000 45
40
10000 3071
35

8000 30
3071
2891 25
Rs. in Million

6000
20

ROCE(%)
2914 2311
2715 1719
4000 15
1066
1075 10
2000 722 4025 4158
3010 5
2280
1741
0 0
2004-05 2005-06 2006-07 2007-08 2008-09
Net Worth Total Loans FCCB ROCE%

Sales break-up Sales Profile


Hindustan Unilever
SWS 2.7%
3.7%
Outside India
19.8% Ford 3.7%
JCB 2.7%

HSCIL 4.1%
Others
30.7%
Hyundai 4.8%

Within India Piaggio 4.8%


80.2% Maruti Suzuki
Mahindra & 31.8%
Mahindra 5.4%
Tata Motors 5.6%

Together we make it happen 35


Customer Relationships

Armed with a philosophy of nurturing trust at all levels at all times, Most of the joint ventures and subsidiaries of MSSL have been
MSSL has, over the years, built trusted and long-standing established on the core of its trust, which has consistently and
relationships with major players of the Indian and global constantly enabled the Company to transform itself in line with
automobile industry. Being a highly customer-focused company, the changing needs of customers across geographies and product
MSSL has always offered extremely customised solutions to its profiles. This, in turn, has enabled the Company to deliver
customers. maximum value to its customers.

Customer recognition
An endorsement of the trust that our customers have in us is the large number of awards and customer recognitions that we have earned
over the years.
A glance at some of the awards and endorsements received from our customers in 2008-09:

Maruti Suzuki Honda Siel

Performance Award Performance Award Performance Award Performance Award Gold award for
Overall Excellence MPS VA-VE Part Development Delivery

Ashok leyland

Performance Award Performance Award Vendor Quality


System Audit Incoming Quality Awareness Quiz
Improvement Award
National Top performer for service parts supply award

Hyundai Sumitomo Wiring Systems

National Top performer for Best Cooperation 08-09 Merit Award 08 Good Practice Award
service parts supply award

Toyota Tata Motors Caterpillar GE Healthcare

Best Supplier Gold Award Zero PPM Award Outstanding Performance Bronze level certification for Outstanding Delivery Performance
“Supplier Quality Excellence Process" as a Strategic Supplier

36 Motherson Sumi Systems Limited


Management Discussions and Analysis

Overview (2008-09) Rs. in Million


The year 2008- 09 is unprecedented for MSSL. The year marked 2008-09 2007-08 Growth %
the acquisition of rear view mirror business of Visiocorp, a strategic
Rubber/metal machined
move for leveraging on our existing strengths and fostering deeper
components 2,152 2,207 (3%)
customer relationship. This also transforms the company into a
global player catering to Tier1 requirements globally. Mirrors 3,643 353 932%

Total 25,956 20,281 28%


Indian Vehicle Market
Standalone
The Indian vehicle market, after few years of consistent good
growth, witnessed a distinct slowdown in growth. While both Wiring harnesses 9,453 9,517 (1%)
passenger car and Two wheelers market registered positive growth,
Polymer components 3,216 3,120 3%
the commercial vehicle segment has negative growth over the
previous year. Rubber/metal machined
components 280 394 (29%)
Figures in Thousand Nos.
Segment 2008-09 2007-08 2006-07 Total 12,949 13,031 (1%)

Passenger Vehicles Some of the main highlights of the Company during the year
Numbers 1,846 1,754 1,545 2008-09 were:

Growth rate 5% 14% 18% 1) The Company acquired the global business of Visiocorp
Commercial Vehicles engaged in the manufacture of rear view mirrors on
6th of March 2009. With this acquisition, MSSL has
Numbers 417 545 520 become one of the largest manufacturers of automotive
Growth rate (23%) 5% 33% mirrors in the world. This further elevates its positioning
as a major Tier 1 supplier to automotive industry with
Two wheelers
a global footprint spanning 20 countries. The
Numbers 8,348 8,009 8,444 consolidated figures include one month figures of
acquired entities.
Growth rate 4% (5%) 11%

2) The consolidated revenues grew by 13% over the


During the period, the consolidated revenues of MSSL grew by
previous year, if we were to exclude one month of
28% to Rs 25,956 million and on a standalone basis , the revenues
revenues of the acquired entity.
were almost flat at Rs 12,949 million

3) The Company's wiring harness business crossed Rs 15


Product Portfolio
billion and witnessed a healthy growth of 17% over the
Rs. in Million previous year.
2008-09 2007-08 Growth %

Consolidated

Wiring harnesses 15,675 13,351 17%

Polymer components 4,486 4,370 3%

22nd Annual report 2008-09 37


Sales Performance
The sales performance of the Company during the year 2008-09 on consolidated and stand-alone basis is as follows:

Rs. in Million
2008-09 2007-08 % increase

Consolidated

Customers within India 14,431 12,817 13 %

Customers outside India 11,525 7,464 54 %

Total 25,956 20,281 28 %

Standalone

Customers within India 10,382 10,420 -

Customers outside India 2,567 2,611 (2 %)

Total 12,949 13,031 (1 %)

The Company's sales to customers in India grew by 13% on consolidated basis while on standalone basis it declined marginally by 0.37%.
Consolidated sales to customers outside India increased by 54% to Rs.11,525 million moving from 37% to 44% of total sales. With the
acquisition of the rear view mirror business from Visiocorp, the non-automotive business will decline substantially. However, 2008-09
includes only one month figures of the acquired entity, the non automotive business is 12% of the consolidated revenue.

The revenues of automotive and non automotive business for the year 2008-09 have been as follows:
Rs. in Million
Total Revenue 2008-09 % of Total 2007-08 % of Total % Increase

Consolidated

Automotive 23,969 87% 17,788 86% 35%

Non automotive 3,441 12% 3,139 15% 10%

Unallocated 156 1% (135) (1%) 216%

Total 27,566 100% 20,792 100% 33%

Standalone

Automotive 11,685 88% 12,118 90% (4%)

Non automotive 1,470 11% 1,494 11% (2%)

Unallocated 167 1% (134) (1%) 225%

Total 13,322 100% 13,478 100% 1%

38 Motherson Sumi Systems Limited


Financial Review
The summary of financial results of the Company on consolidated and standalone basis is as follows:

As mentioned earlier, the results for the year 2008-09 include one month result of the acquired entities of Visiocorp. The acquisition has
been done through special purpose vehicle , Samvardhana Motherson Global Holdings Limited, Cyprus in which the Company 's 100%
subsidiary MSSL Mauritius Holding Limited is holding 51 % of the capital. In accordance with GAAPs accounting, the revenues are
consolidated line by line as subsidiary and the share of profit/(loss) of minority shareholders is adjusted as "Minority Interest".

Rs. in Million
Consolidated 2008-09 2007-08 % increase

Sales 25,956 20,281 28%

Profit before interest, depreciation and tax(*) 3245 3379 (4%)

Exchange Fluctuations on FCCB 249 266 (6%)

Exceptional Income / (Expenditure) Net 897 240 274%

Profit before taxes 2,560 2,264 13%

Profit after taxes 2,212 1,750 26%

Concern Share after adjusting minority interest 1,763 1779 (1%)

Earning per share (Rs) 4.96 5.03 (1%)

* Represents excluding foreign exchange fluctuation on FCCBs & exceptional income/expense

The details of exceptional income / (expenditure) are as follows:

1. During the year 2008-09, the Company has one time net income of Rs 1,009 million at Samvardhana Motherson Visiocorp
Solutions Limited.

2. Balda Motherson, the Company 's joint venture has made provision of impairment of fixed assets of which Company has taken
provision of Rs 112 million in its consolidated accounts in proportion of its shareholding in the joint venture.

3. During the year 2007-08, the Company has an income of Rs 240 million arising out of profit on sale of land.

22nd Annual report 2008-09 39


Rs. in Million
Standalone 2008-09 2007-08 % increase

Sales 12,949 13,031 (1%)

Profit before interest, depreciation and tax(*) 2,048 2,387 (14%)

Exchange fluctuation on FCCBs 249 266 (6%)

Exceptional Income/ ( expenditure) (110) 240 (146%)

Profit before taxes 852 1,642 (48%)

Profit after taxes 695 1,282 (46%)

Earning per share (Rs) 1.96 3.63 (46%)

* Represents excluding foreign exchange fluctuation on FCCB & exceptional income/expense


Notes:
1. The Company has made provision for Rs 110 million consequent to impairment of fixed assets done by Company's JV Balda Motherson Solution
India Ltd.
2. The figures of 2007-08 include Rs 240 million towards profit on sale of land.

Financial Position
The financial position and other highlights are as follows:
Rs. in Million

2008-09 2007-08 % change

Consolidated

Capital Expenditure (Net) 2,627 1,695 55%

Net Fixed Assets 15,412 6,314 144%

Cash and Bank balances 2,766 954 190%

Net Current Assets 3,169 3,733 (15%)

Net Worth 7,566 4,939 53%

Foreign Currency Convertible Bonds 3,071 2,891 6%

(FCCBs) ** (Euros 45.7 Million) (Euros 45.7 Million)

Loans other than FCCB 5,880 2,000 194%

Standalone

Capital Expenditure (net of disposals) 2,119 1,241 71%

Net Fixed Assets 5,863 4,320 36%

Cash and Bank Balances 179 327 (45%)

40 Motherson Sumi Systems Limited


Rs. in Million
2008-09 2007-08 % change

Net Current Assets 633 2,143 (70%)


Net Worth 3,893 3,605 8%
Foreign Currency Convertible Bonds
(FCCBs) ** 3,071 2,891 6%
(Euros 45.7 Million) (Euros 45.7 Million)
Loans other than FCCB 2,311 1,719 34%

**Includes addition of Rs. 180 million and Rs. 244 million on re-instatement of FCCBs as on 31-03-2009 and 31-03-2008 respectively.

Wiring Harnesses Rs. in Million


The Company's brand has been closely associated with wiring Wiring Harness 2008-09 2007-08 % Increase
harnesses because of its long standing presence in this product
Consolidated
segment, dominant market share and a high proportion of
corporate revenues derived from it. The wiring harness division Customers within India 10,801 9,510 14%
accounts for nearly two-third of the Company's revenue. The Customers outside India 4,874 3,841 27%
Company together with it's Joint Ventures also enjoys 65% market
share of the passenger car segment in India as accessed by the Total 15,675 13,351 17%
Company. The Company is a leading supplier of wiring harnesses Standalone
to most of the OEMs in India. The division has the capability to
Customers within India 7,404 7,459 (1%)
design harnesses from the vehicle designing stage. There is a high
degree of backward integration for the product. Critical inputs like Customers outside India 2,049 2,058 (1%)
wires, connectors, terminals, fuses and fuse boxes, tube clamps
Total 9,453 9,517 (1%)
and binders, grommets and seals, caps and sleeves etc are all
manufactured by the group which facilitates consistent, just-in-
time product supply and high quality end product.

The Company with its subsidiaries and joint ventures has its
manufacturing base spread in India, Sharjah, Ireland and the United
Kingdom. These manufacturing unit locations have been
strategically selected to give logistical support to serve major
customer destinations. The combination of design, range, quality,
infrastructure, technology and proximity helped MSSL emerge as
a complete service provider in the field of wiring harness.

The customer base of MSSL spans the entire spectrum of the


automotive industry and includes passenger cars and MUVs, two Domestic Market
wheelers, commercial vehicles, tractors and farm equipment, earth The Company continues to be a dominated player in the domestic
moving and material -handling equipment, electrical & electronics market. During the year the copper prices together with volatile
and medical systems. foreign exchange impacted the revenues of the division.

22nd Annual report 2008-09 41


The wiring harness division continued to receive appreciation from The range of products manufactured by the polymer division of
its customers which is reflected in the awards received in the the company - Motherson Automotive Technologies Engineering
categories of Quality, Cost, Delivery, Development, Management, (MATE) includes injection-moulded components, assemblies, blow-
Vendor Performance & Supply to name a few. moulded components and integrated modules. In order to keep
pace with increasing customer requirements, MATE continuously
Exports upgraded its existing facilities and added new facilities. MATE also
The total export of wiring harness on consolidated basis reached a manufactures air filters for automotive application with technology
new high level of Rs 4.9 billion. The exports from India were almost from Roki, Japan. MATE has 10 manufacturing facilities in India
flat at Rs 2.05 billion, on standalone basis. The consolidated sales spread over Noida, Manesar, Bangalore, Chennai and Pondicherry.
to customers outside India in this segment grew by 27%; the
growth was also contributed by the Company's joint venture, Rs. in Million
Motherson Sumi Wiring System Ltd. (FZC), Sharjah. Polymer 2008-09 2007-08 % Increase

Consolidated
Out of the total exports of Rs 4,873 million, direct exports constitute
52% of the total, the rest being exports to the collaborator for the Customers within India 2,970 2,718 9%
global passenger car market for which manufacturing is done at
Customers outside India 1,516 1,652 (8%)
Bangalore and Sharjah.
Total 4,486 4,370 3%
Outlook
Standalone
The Company's customer base has expanded this year both
domestically and in the international market with the entry of Customers within India 2,810 2,714 4%
various new customers across all segments. The customer base is Customers outside India 406 406 -
expected to expand substantially in the coming years also as many
Total 3,216 3,120 3%
new customers are entering the market and existing customers
are introducing new models. The prospects of the segment appear
encouraging across the foreseeable future. The cost of main raw
material, copper continues to be volatile in the international market,
which remains a challenge.

The Company has expanded the following capacities during the


year 2008-2009

 "New plants have been set up in Noida & Pune to meet the
requirements of domestic and export market.

 New plant for export of wiring harnesses is being set-up at


Kandla Domestic
During the year, MATE achieved an increase of 3% in its domestic
 The extrusion capacity of Motherson Sumi Electrical Wires,
revenues. The division is focusing on adding new value added
Bangalore increased from 18,000 km to 26,000 km per month.
modules that require specialized engineering abilities.
 During the year 2009-10, the company will be setting up unit
at Chennai for future upcoming projects of Nissan Markets outside India
The exports were severely affected by the global slowdown. On
Polymer consolidated basis the sales to the customers outside India was Rs
The division has 14 manufacturing units across India, Sharjah, 1.5 billion. In addition to the revenues being contributed by MATE,
Germany and Czech Republic supported by various joint ventures this business is operated through the Company's subsidiaries namely
and subsidiaries. It is amongst the largest plastic component MSSL Polymers GmbH (MSP-G), MSSL Tooling Ltd. (FZC) (MTL),
suppliers to the automotive and consumer electronic industries in Global Environment Management (GEM) and MSSL Advanced
India. The division contributed approximately 17% to the Polymers s.r.o.(MSP - CZ). GEM launched its product Aerobin in
Company's consolidated revenues in 2008-09. Europe, and is setting up the distribution network.

42 Motherson Sumi Systems Limited


Outlook Machined Metal Components, Rubber Components
 New units coming up in Pune and Chennai are near and others
completion. These units will be meeting the growing demands 1. Metal Machining business is done by Motherson Innovative
of the domestic market mainly catering to the customers in Engineering Solutions (MINES), a division of MSSL which has
these regions. facilities at Bangalore and Chennai. In addition to this ,the
Company has a JV Motherson ORCA Precision Technologies
 MSSL Advanced Polymers s.r.o (Czech Republic) plans to build
GmbH at Donaueschngen, Germany.
a new factory. Construction work for the same is to commence
soon 2. Rubber Business: the Rubber Business is conducted through
 MATE will be setting up unit at Bangalore and in the Ford the 3 joint ventures with Woco and Motherson Elastomers
Supplier Park, Chennai. Pty Ltd., MSSL is establishing facilities for rubber compounding
and products in India that will use the technology acquired in
Automotive Mirrors Australia.
Till March 2009 the mirror business was conducted by MSSL
through its joint venture
company Visiocorp Motherson
Limited. The JV is the market
leader in Indian passenger car
market with nearly 48% share
as accessed by the Company.
On 6th March 2009 MSSL
took over the global rearview
mirror business of Visiocorp
Group which was under
administration. With this
takeover MSSL has become
one of the largest
manufacturers of rear view
mirrors in the world. The
details of this takeover have
been discussed in detail in the
earlier sections of this annual
report.

This division contributed a turnover of Rs 3,642 million which 3. Fuses, Fuse Holders and others - This business is
includes full year turnover of the Indian company (49% being MSSL conducted through its subsidiary Motherson Pudenz
direct holding) and one month turnover of Visiocorp group. The Wickmann Limited.
last year unaudited turnover of Visiocorp Group was USD 660
million. This division is going to be the major contributor to the Rs. in Million
turnover in the coming years. RUBBER/METAL
Rs. in Million MACHINED
COMPONENTS 2008-09 2007-08 % Increase
Mirrors 2008-09 2007-08 % Increase
Consolidated
Consolidated
Customers within India 25 261 (90% )
Customers within India 634 329 93%
Customers outside India 2,127 1,946 9%
Customers outside India 3,009 24 1243%
Total 2,152 2,207 (3% )
Total 3,643 353 932%

22nd Annual report 2008-09 43


Rs. in Million The performance of these businesses namely rubber, metal, fuses
RUBBER/METAL and fuse related components has been discussed in details under
MACHINED "Performance of Subsidiaries and Joint Ventures"
COMPONENTS 2008-09 2007-08 % Increase
Outlook
Standalone
The Company has set up facilities for rubber compounding and
Customers within India 168 248 (32% ) rubber moulding at Chennai by shifting part of the equipment
from Australia. This is expected to increase competitiveness of the
Customers outside India 112 146 (23% )
Company in the segment.
Total 280 394 (29% )
Performance of Subsidiaries & Joint Ventures
The summary of the financial performance of the Company’s,
subsidiaries is disclosed elsewhere in the annual report & forms
part of the MDA. The summary of financial highlights of the JV
companies is as follows:

Rs. in Million
MSSL Holding Capital Employed Net Sales Profit After Tax Capital Expenditure
2008-09 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Kyungshin Industrial
Motherson Ltd. 50% 1,022.70 839.03 4,983.13 3,200.07 440.08 274.96 184.10 262.62

Visiocorp Motherson Ltd.


(formerly Schefenacker
Motherson Ltd.) 49% 337.19 177.91 1,073.12 719.62 67.51 39.70 148.93 18.31

Balda Motherson
Solution India Limited 40% 397.04 744.53 199.82 13.97 (415.84) (130.49) 27.67 77.60

Woco Motherson
Ltd. (FZC) 33.33% 107.45 128.19 266.95 321.92 59.49 103.51 2.20 12.31

Woco Motherson
Elastomer Ltd. 33.33% 167.29 168.98 322.02 326.32 36.65 19.73 3.95 9.11

Woco Motherson Advanced


Rubber Technologies Ltd. 33.33% 307.53 342.73 374.51 385.48 70.34 77.06 12.09 17.52

Calsonic Kansei Motherson


Auto Products Limited 49% 117.15 93.02 3.21 1.27 (45.57) (6.98) 77.38 2.15

44 Motherson Sumi Systems Limited


Brief of companies Area of Business: The Company supplies wiring harness and
MSSL Mideast (FZE) related modules to niche segments in UK.

MSSL (ME) is a 100% subsidiary of Motherson Sumi Systems Ltd


Performance in 2008-09: MSSL (GB) achieved a turnover of GBP
and specializes in manufacturing of wiring harness. It is located in
4 million, as compared to GBP 5 million of the previous year. The
SAIF Zone Sharjah, UAE.
company established its operations in 2007 and is now fully
integrated with the group.
Area of Business: It supplies wiring harness to leading
manufacturers of material handling equipment and off-road
Motherson Sumi Wiring Systems Limited
vehicles in Europe.
The company is a joint venture between Motherson Sumi Systems
Certifications: TS 16949 & UL Certification Ltd. and Sumitomo Wiring Systems Ltd, Japan. The company is
located in SAIF Zone, Sharjah, UAE.
Performance in 2008-09: During the year, the company's revenue
grew from Euro 20 million to Euro 21 million. MSSL Mideast entered Area of Business: MSWS supplies wiring harness to Sumitomo
the Guinness Book of World records for constructing the longest Electric Wiring Systems in Europe.
balloons chain, for the longest contra line dance and also for
maximum number of faces painted in one hour. This was a part of Performance in 2008-09: The joint venture grew its revenues
from Euro 16 million to Euro 30 million registering a growth
employee morale building exercise.
of 86%.
Kyungshin Industrial Motherson Limited (KIML)
Motherson Electrical Wires Lanka Private Limited
KIML is a joint venture between Kyungshin Industrial Co. Ltd.,
The company is a 100% subsidiary of Motherson Sumi Systems
South Korea and Motherson Sumi Systems Ltd. The company
manufactures wiring harnesses at twin locations in Chennai (India). Limited and is located in Sri Lanka.

Area of Business: It caters exclusively to the wiring harness Area of Business: The Company specializes in the manufacturing
of wires for automotive applications. It supplies wires to different
requirements of Hyundai Motors India Limited for its complete
manufacturing locations of the group.
range of cars manufactured in India.

Certifications: BUREAU VERITAS Certification of ISO 9001:2000


Certifications: ISO/TS 16949:2002, ISO 14001:2004, QUALITY
5 STAR STANDARD

Performance in 2008-09: KIML achieved a turnover of Rs 4983 Performance in 2008-09: MWL achieved revenue of US$ 25
million as compared to US $ 24 million of the previous year.
million as compared to the Rs. 3200 million in the previous year.
KIML is the 100% supplier of wiring harnesses to Hyundai Motors
MSSL Tooling Limited (FZE)
India since the beginning. During the year, KIML started mass
production of wiring harness for Hyundai i20 for domestic and The company is a 100% subsidiary of Motherson Sumi Systems
export market. The joint venture has expanded its capacity to meet Limited and is located in Sharjah, UAE.
the requirements of the customer.
Area of Business: It specializes in the manufacturing of plastic
MSSL (GB) LTD. molded components and tooling.MTL supplies to Tier 1 customers
and supports the polymer business in Europe
The company is a 100% subsidiary of Motherson Sumi Systems
Ltd. and located in New Castle, UK.

22nd Annual report 2008-09 45


Performance in 2008-09: The revenue of MTL was Euro 4 million Area of Business: The company specializes in the manufacture of
for the current year, as compared to Euro 2 million of the previous climate- control systems including HVAC modules, compressors,
year registering a growth of 109%. body control modules and meter clusters for the automotive
industry.
Balda Motherson Solution India Limited
Balda Motherson is a joint venture between Balda AG (Germany) Certifications: TS16949:2002; ISO 14001:2005; ISO 13485
and Motherson Sumi Systems Limited and is located in Chennai.
Performance in 2008-09: The company recorded a revenue of
Area of Business: The company supplies injection moulded Euro 13 million, as compared to Euro 15 million of the previous
components and assemblies for mobile phones, electrical and year. A negative growth is shown due to drop in volume of work
electronic equipments. of major customers due to global recession.

Certifications: ISO 9000 MSSL Polymers s.r.o


The company is a 100% subsidiary of Motherson Sumi Systems
Performance in 2008-09: The sales for the company reached Ltd. and is located in Czech Republic.
Rs 200 million. New products comprised of mobile charger cover.
Area of Business: The company serves automotive and medical
Calsonic Kansei Motherson Auto Products Limited equipment industries, mainly the Tier 1 customers who have shifted
The company is a joint venture between Motherson Sumi Systems base to Eastern Europe.
Ltd. and Calsonic Kansei, Japan. The manufacturing unit is located
in Manesar, India. Certifications: ISO/TS 16949

Area of Business: The Company specializes in the manufacture of Performance in 2008-09: The revenue for the company remained
climate- control systems including HVAC modules, compressors, flat at Euro 5 million as compared to 2007-08. A new factory to be
body control modules and meter clusters for the automotive set up in 2009-10 for which land has been acquired.
industry.
WOCO Motherson Ltd. (FZC)
Performance in 2008-09: The company generated revenue of Rs The Company is a joint venture between Motherson Sumi Systems
4 million. The company successfully launched HVAC (heating, Ltd. and WOCO Group of Germany. The company is located at
ventilation and air conditioning) and Compressors for Maruti Suzuki the Sharjah Airport International Free Zone, Sharjah, UAE.
India Limited. The company will be engaged in marketing, selling,
exports, service, manufacturing and assembly of auto parts of Area of Business: WML specializes in liquid silicone rubber injection
integrated HVAC, ECM (Engine cooling module), Exhaust System Moulding. The product range includes products for automotive
(press and welding), CCM (cross car beam), Compressor, BCM applications, medical equipment applications, measuring and
(body control module), Instrument Cluster (meter, electronics) and control technology and kitchen appliances.
CPM (cockpit module). The construction of the Chennai
manufacturing unit has started and production to commence in Certifications: ISO/TS 16949
the next year.
Performance in 2008-09: The revenue of the company stands at
MSSL Polymers GmbH Euro 4 million as compared to Euro 5 million of the previous year.
In calendar year 2008, the company distributed a total dividend of
The company is a 100% subsidiary of Motherson Sumi Systems
Euro 1.35 million.
Ltd. and is located in Germany.

46 Motherson Sumi Systems Limited


WOCO Motherson Elastomer Ltd. Performance in 2008-09: The revenue for the company stands
The company is a joint venture between Motherson Sumi Systems at AUD 32 million as compared to AUD 23 million of last year. To
Ltd. and WOCO Group of Germany and is located in Noida, India. combat the recessionary trends in Automotive Business, the
company has picked up business for Mixing Compound for Tyre-
Area of Business: The company manufactures and exports retread and Mining Industry. The company plans to shift the
injection moulded rubber components back to the Joint Venture moulding business to India to reduce the cost of production.
Partner.
Motherson ORCA Precision Technology GmbH
Certifications: ISO/TS 16949: 2002 & ISO 14001:2004 The company is a 100% subsidiary of Motherson Sumi Systems
Performance in 2008-09: The revenue of the company stands at Ltd. and is located in Germany. It was previously called
Rs 322 million as compared to Rs 326 million of the Mothersonsumi Reiner GmbH.
previous year.
Area of Business: The company serves automobile and auto
WOCO Motherson Advance Rubber Technologies Ltd. component manufacturers and tier 1 customers. The product range
The Company is a joint venture between Motherson Sumi Systems includes high precision machined metal components for critical
Ltd. and WOCO Group of Germany and is located at Kandla Special applications such as fuel pumps.
Economic Zone.
Certifications: ISO /TS 16949:2002 (2nd edition: 2002-03-01)
Area of Business: The company focuses on automotive and auto
component manufacturing. The range includes pedal parts and Performance in 2008-09: The revenue for the company stands
solid silicon articles for acoustic applications besides manufacturing at Euro 6 million. The operative business of Mothersonsumi Reiner
and exporting rubber, rubber to metal and rubber to plastic bonded Gmbh was recently transferred to Motherson Orca Precision
parts. Technology Gmbh. The company specializes in metal machining
and provides key technical support to the venture.
Certifications: ISO/TS16949: 2004
Performance in 2008-09: The revenue for the company stands at Motherson Pudenz Wickmann Limited
Rs 375 million as compared to Rs 385 million of the previous year. The company is a joint venture between Motherson Sumi Systems
Ltd. and Wilhelm Pudenz GmbH & Wickmann Werke GmbH,
Motherson Elastomer Pty Ltd Germany. MPWL is located in Noida, India.
The company is a 100% subsidiary of Motherson Sumi Systems
Ltd. and is located in Bendigo, Victoria in Australia. Area of Business: The company's key products are fuses and fuse
holders and electronic circuit breakers. The target sector is consumer
Area of Business: The company manufactures orbitread tyre electronics.
compounds, conveyor belting rubber compounds, automotive
component rubber compounds, weather strips, glass runs, boot Performance in 2008-09: The revenue of the company stands at
and hood seals, tank straps, rubber flares, bonded components, Rs 26 million as compared with Rs 29 million of the previous year.
suspension ushes, engine and transmission mounts, bump stops,
large engine gaskets, silent blocks, industrial mountings and Global Environment Management (FZE)
couplings, auto and truck suspension components The company is a joint venture between Motherson Sumi Systems
Ltd. and E- Compost Pty Ltd, Australia. It is located at the SAIF
Certifications: ISO/TS 16949(May2009) / ISO9000-200 / Zone, Sharjah, UAE.
ISO14001-2004

22nd Annual report 2008-09 47


Area of Business: The company has a 100% subsidiary in Australia Ltd. The company is located in Ireland and provides design services,
for marketing its key product Aerobin in Australia. The product re- mainly to wiring harnesses customers. It also provides logistics
cycles household and garden wastes. support services to MSSL and MSSL Mideast, enabling them to
supply online to customers in Europe.
Performance in 2008-09: The revenue of the company stands at
AUD 2 million as compared to AUD 3 million in the last year. Sales MSSL (S) Pte Ltd.,Singapore
revenue from Australia market is not expected to show any sign of The company is a 100% subsidiary of Motherson Sumi Systems
significant recovery until Spring-09 - which in turn reflects the Ltd and is located in Singapore. It provides support to MSSL and
economic climate as much the seasonality that influences Aerobin/ its group companies mainly for international purchasing. The
Garden sales. company is also a holding company for the group investments in
Australia.
Support Subsidiaries
MSSL GmbH, Germany MSSL Handles GmbH, Austria
The company is a 100% subsidiary of MSSL through MSSL Mideast. The company is a 100% subsidiary of Motherson Sumi Systems
MSSL GmbH is located in Gelnhausen near Frankfurt and acts as Ltd. and is located in Austria. It provides support to MSSL by
the holding company and corporate office providing support to coordinating with the customers.
the European entities.
MSSL Australia Pty. Ltd.
MSSL Mauritius Holdings Ltd The company is a 80% subsidiary of Motherson Sumi Systems
The company is a 100% subsidiary of Motherson Sumi Systems Ltd. The Company, after phase- out of Door TRIM Program is now
Ltd. and is located in Mauritius. The company is holding investments functioning as the corporate office and holding company for the
in Woco Motherson Limited (FZC) Sharjah, MSSL Ireland Pvt. group investments in Australia.
Limited, Ireland, Samvardhana Motherson Global Holding Ltd,
Cyprus. MSSL Investment Pty. Ltd.
The company is a 80% subsidiary of Motherson Sumi Systems
MSSL Ireland Pvt. Ltd., Ireland Ltd. through MSSL Australia Pty. Ltd.
The company is a 100% subsidiary of MSSL Mauritius Holdings

Loan and funds position


Rs. in Million
Loans Consolidated Standalone
March 31, 2009 March 31, 2008 March 31, 2009 March 31, 2008

Short terms loans 2,040 1,458 885 1,380

Long term loans 3,840 542 1,426 339

Foreign Currency Convertible Bonds 3,071 2,891 3,071 2,891

TOTAL 8,951 4,891 5,382 4,610

48 Motherson Sumi Systems Limited


Foreign Currency Convertible Bonds (FCCBs) activity. Another way of involving employees outside the ambit of
During the year 2005-06, the Company had issued Zero Coupon their jobs is in extra-curricular activities which includes cultural
Foreign Currency Convertible Bonds (FCCBs) of Euro 50.30 millions programmes and competitions. There are annual day celebrations,
of which an amount of Euro 45.70 millions is outstanding as on painting competition for the children of employees, picnics, cultural
31-3-2009. The conversion price of these bonds is Rs 74.30 per activities and quality circles, where maximum employee
share at fixed exchange rate of Rs 52.01 = Euro 1. In line with participation is solicited. Our team also participated in the global
Company's conservative policy, the Company makes provision of skill Olympics organized by our collaborator SWS. Such programs
premium payable at the redemption, in case conversion does not transcend all bars and create the "WE" feeling amongst
happen by the end date i.e 16th July 2010 as charge to Profit/ employees.
(Loss) account. In addition, the Company also provides for exchange
Quality Circle is another one of the employee participation methods.
fluctuation on the FCCBs (including on the premium charged so
In MSSL they have emerged as a mechanism to develop and utilize
far to Profit & Loss account) as charge to Profit & Loss account.
the tremendous potential of people for improvement in product
During the year, the company has charged an amount of
quality and productivity. The quality circle movement has been
Rs 249 million (Rs 589 million since issue of bonds) towards
gaining strength in the Company. MSSL has more than 84 quality
exchange fluctuation and amount of Rs 141 million (Rs 558 million
circles operating within the Company, its subsidiaries and joint
since issue of bonds) as charge to Profit & Loss account.
ventures. It was a moment of pride for us when 'Uday' quality
Capital Expenditure circle from SBU- IX was declared the winner at the QCC organized
for the vendors by Maruti Suzuki India Limited. Another quality
During the year, the Company incurred capital expenditure of
circle 'Utsah' from SBU IX was adjudged the winner in QC
Rs 2,627 million and Rs 2,118 million on consolidated and
competition organized by Maruti Suzuki Supplier's Club. We also
standalone basis. The significant portion of this expenditure has
participated in the Quality Circle Convention organized by the
been funded from internal accruals. During the year, the Company
Quality Circle Forum of India for the Delhi chapter and 'Jigyasa'
expects capital expenditure of Rs 3,000 million to Rs 4,000 million.
quality circle from SBU- 1 AH was placed in the excellent category.
Human Resource MSSL today has a spread in 20 countries round the globe, where
Human resource is the organization’s most valued asset. Effective people of different nationalities, ethnicity, language and culture
management of human resources is imperative to the success of are working together. This benefits us both ways. It has helped us
any organization. MSSL believes in this maxim and hence starts by in giving a global exposure and understanding to our employees
focusing on recruiting the best talent in the industry. Proper and has also facilitated in serving our customer across the globe in
induction and orientation is stressed upon which provides a sense a better way.
of belongingness and ownership towards the organization. This is
the key to MSSL's success. Skills management is conducted as an With a view to share its growth, employees are given option to
ongoing process, with individuals assessing and updating their have the shares of Samvardhana Motherson Finance Limited.
recorded skill sets regularly. This is done through training and
development programmes. For senior executives, Leadership Environment, Health and Safety (EHS)
Development Programmes were institutionalized. MSSL provides The top priority for MSSL is to take the time and initiative to help
an environment to its employees to take higher responsibilities protect their employees. Utmost attention is given to the safety of
and stretch assignments from very early stages of their career. its employees, related communities and the environment at large.
Health and safety form an integral part of work environment.
To develop and reinforce the sense of belongingness to the
organization various steps are taken. In our manufacturing units, In MSSL the responsibility of employee health and safety falls on
for each activity there is a person declared as the owner of that Human Resource Management. Educating about safety programs,
activity, who takes the onus of maintaining and improving that making employees aware about the health and safety policy of

22nd Annual report 2008-09 49


the Company, conduct formal safety training, etc all form part of Leachate produced by the Aerobin can be used as a natural soil
EHS training. The supervisors and departmental heads are conditioner in the garden also.
responsible for maintaining safe working conditions.
The aim is to ensure that EHS risks and impacts are managed
Various safety measures have started this year. A National safety effectively and to identify opportunities to reduce risks and
week was conducted in MSSL from 4th March, 2009 to 10th March, contribute to continuous improvement.
2009. Various activities were carried out this week which included
display of safety banners, distribution of safety badges, a quiz Opportunities and Future Prospects
competition on the safety measures and a safety march was held Global automotive industry is undergoing unprecedented turmoil
for the workers on the shop floor of the units. A meeting was also that has found its most recent expression in a tightened credit
held with all contractors for safety awareness. In addition to these, market. In addition, the familiar industry challenges such as volatile
Advanced Fire Fighting Technique cylinders were made available raw materials costs and fuel prices, tighter regulations, have
for the units. combined to create a business environment such as the industry
has not experienced until now.
The year saw an incidence of fire in MSWS, Sharjah which was
effectively controlled by the staff with the fire fighting team and The economic growth rate in India is expected to range between
other section associates. Fortunately, there was no harm/ injury to 6-7 percent in 2009-2010 and the situation will only improve from
any of its people. To avoid even such lone incidences several here. Government is supporting industry by combining monetary
measures have been taken. Safety audits are carried out at regular as well as fiscal measures- the stimulus package released by the
intervals in all the units. A training module of general safety is government addresses a wide range of concerns and should
introduced for new employees. A new system has been started for hopefully give big boost to the slowing economy. It is a set of
issuing work permit. This work permit system covers all the aspects positive measures towards boosting growth. Interest rates have
related to safety before starting of the work, after completion of been reduced and a cut in the CRR, REPO and Reverse Repo by
work and also during the work. the government has increased the availability of credit in
the market.
Most of the units of MSSL are accredited with ISO 14001
certification. MSSL re-affirms its commitment to provide a safe OEMs are making substantial investments in India to cater to the
working place and clean environment to its employees and other Indian market as well as for exporting fully assembled cars from
stakeholders as an integral part of its business philosophy and India. Factors such as superior engineering skills, modest domestic
values. The Company will continuously enhance its environmental, market growth, the sophistication of its IT industry and increasing
occupational health and safety performance in its activities, products free trade agreements in addition to low cost, are expected to
and services through a structured MSSL management framework. boost India's auto-component sector growth over other countries
in the coming years.
MSSL develops products that help in improving the environment.
Its subsidiary, Global Environment Management, is dedicated MSSL is in the phase of consolidating its strengths and building its
towards developing products for improving the environment. Their capacities for growth. Hence, when the economy world over
first product Aerobin is a technological breakthrough in home and stabilizes, the Company will be ready for the challenges the market
garden waste management that allows households to effectively will pose. MSSL is in a unique position to service the OEMs by
recycle organics at home. The product helps the average household bringing newer technologies through its joint ventures by being a
divert 50% of their waste away from landfill, into compost. Aerobin complete system solution provider. In MSSL growth is imperative
composts aerobically, a decomposition process that doesn't give with time. While there are significant investments proposed to be
off the potent, dangerous, greenhouse gases that occur when made in expanding and upgrading of the facilities, we will continue
organic waste is decomposed an aerobically in landfill. This reduces to be judicious in our capital spending and will continue to leverage
household carbon emissions. The organic compost and diluted our strong network of alliances /partnerships.

50 Motherson Sumi Systems Limited


Corporate Social Responsibility - CSR MSSL also lays special emphasis on using environment friendly
In line with MSSL's commitment to a better society, Corporate product for safeguarding the environment through sustainable
Social Responsibility (CSR) is being taken up & adopted by the business products. It strives to achieve goals of achieving symbiosis
Company towards ensuring implementation of corporate values with nature, and has been proceeding with efforts toward
leading to helping deprived children of society through various environmental protection in all aspects of its business activities.
programmes in the communities. Various CSR programmes for
children of the deprived communities are being supported by the
Company.

22nd Annual report 2008-09 51


Directors' Report

Your Directors have the pleasure in presenting the 22nd Annual 2008 at Rs. 1282 million. As per the Consolidated Accounts the
Report together with the audited accounts of the Company for profit after tax was Rs. 2212 million as compared to Rs. 1750
the financial year ended 31st March, 2009. million in year 2007-2008.

Financial Results The operational performance of the Company has been


comprehensively covered in the Management discussions and
The summarized financial results for the year ended 31st March,
analysis, which forms part of the Directors' Report.
2009 and for the previous year ended 31st March, 2008 are as
follows:
Dividend
(Rs. in Million) Your Directors recommended payment of dividend of Rs.1.35 per
Year ended Year ended share of Rs. 1/- each for the financial year ended March 31, 2009.
31.03.2009 31.03.2008 The dividend, if approved by the members will be paid on or after
September 24, 2009.
Gross sales 14429 15156

Net sales 12949 13031 Credit Rating


Other Income 372 447 The Company continues to enjoy "A1+" rating by ICRA for its
commercial paper / short-term debt program of Rs 1000 million.
Profit before depreciation,
interest and tax 1689 2361 Strategic Acquisition
Less: Depreciation 545 500 During the year 2008-2009, the Company has acquired global
Less: Interest (net) 291 219 rear view mirror business from Visiocorp Plc. through its step down
subsidiary Samvardhana Motherson Visiocorp Solution Limited,
Profit before tax 853 1642 Jersey. The acquisition has been completed on 6th March, 2009.
Less: Provision for taxation 157 360
Visiocorp is a market leader in exterior rear view mirror systems
Profit after tax 696 1282 and brings its cutting edge technology, covering the complete range
Add: Balance brought forward 1597 1127 of mirrors from low-end entry segments to high-end luxury
segments.
Profit available for appropriation 2292 2409
With this acquisition, Samvardhana Motherson Group has become
Operations and Performance one of the largest manufactures of automotive mirrors in the world.
During the year under review, your company achieved a turnover This further elevates the group's positioning as a major Tier 1
of Rs. 13321 million including other income of Rs. 372 million in supplier to automotive industry with a global footprint spanning
comparison of its turnover of Rs. 13478 million including other 20 countries and having 80 manufacturing units.
income of Rs. 447 million of the previous financial year ended
March, 2008.The marginal decline was due to unfavorable market Fixed Deposits
conditions in the Automobile Sector. The Company has neither invited nor accepted any deposits from
the public during the year. There is no unclaimed or unpaid deposit
The profit after tax for the year ended March, 2009 at Rs. 696
lying with the Company.
million was lower than the previous financial year ended March,

52 Motherson Sumi Systems Limited


Directors d) That Directors have prepared the annual accounts on a going
In accordance with the provisions of the Companies Act, 1956 concern basis.
and Articles of Association of the Company Mr. Bimal Dhar and
Auditors
Mr. Hiroto Murai, Directors of the Company retire by rotation and
being eligible, offer themselves for re-appointment. The Auditors of the Company M/s. Price Waterhouse, Chartered
Accountants, Gurgaon, retire at the ensuing Annual General
The Board of Directors have appointed Mr. M.S. Gujral as Chairman
Meeting and, being eligible, offer themselves for re-appointment.
and Mr. V.C. Sehgal as Vice Chairman of the Company. Further,
The Company has received a letter from them to the effect that
Mr. Laksh Vaaman Sehgal has been appointed as an Additional
their appointment, if made, would be within the prescribed limit
Director of the Company w.e.f. 30.04.2009.
under section 224(1B) of the Companies Act 1956.
Your Directors welcome Mr. Laksh Vaaman Sehgal on the Board of The observations of the Auditors and the relevant notes on the
the Company. accounts are self-explanatory and therefore do not call for any
further comments.
Brief resume of the above Directors, nature of their expertise in
functional areas and the name of the public companies in which Consolidated Financial Statements
they hold the Directorship and the Chairmanship/Membership of
the Committees of the Board, as stipulated under Clause 49 of the In accordance with the Accounting Standard-21 on Consolidated
Listing Agreement with the Stock Exchange, are given as Annexure Financial Statements read with Accounting Standard - 23 on Accounting
to the Notice convening the Annual General Meeting. for Investments in Associates and AS -27 on Financial Reporting of
Interests in Joint Venture in Consolidated Financial Statements, your
Directors' Responsibility Statement Directors have the pleasure in attaching the Consolidated Financial
Pursuant to Section 217(2AA) of the Companies Act, 1956 and Statements which form a part of the Annual Report.
subject to disclosures in the Annual Accounts, we state as under :-
The performance of the Company on consolidated basis its
a) That in the preparation of the annual accounts, the applicable subsidiaries and joint venture companies, is discussed at length
accounting standards have been followed and that no material in the Management discussion & analysis, which forms part of
departure were made for the same; the Directors’ Report.

b) That the Directors have selected such accounting policies and


Particulars required as per Section 212 of the
applied then consistently and made judgments and estimates
Companies Act, 1956
that were reasonable and prudent so as to give a true and As per Section 212 of the Companies Act, 1956, your Company is
fair view of the state of affairs of the Company at the end of required to attach the Directors report, balance sheet and profit
the financial year and of the profit of the Company for year and loss account of the subsidiaries of the Company.
ended on that date;
The Company has granted exemption for the year ended March
c) That the Directors have taken proper and sufficient care for 31, 2009 by the Ministry of Corporate Affairs from attaching to its
the maintenance of adequate accounting records in Balance Sheet, the Annual Reports of its subsidiary companies. As
accordance with the provisions of the Companies Act, 1956 per the terms of the Exemption Letter, a statement containing brief
for safeguarding the assets of the Company and for preventing financial details of the Company's subsidiaries for the year ended
and detecting fraud and other irregularities; March 31, 2009 is included in the Annual Report.

22nd Annual report 2008-09 53


The annual accounts of the subsidiary companies, along with Particulars of Employees
related detailed information shall be made available to the holding Information as per Section 217 (2A) of the Companies Act, 1956,
and subsidiary investors seeking such information at any point of read with the Companies (Particulars of Employees) Rules, 1975
time. Any shareholder of the Company/ its subsidiaries interested as amended, the name and other particulars of the employees are
in obtaining the annual accounts of the subsidiaries may write to set out in the annexure to the Directors' Report.
the Company Secretary at the Registered Office of the Company.
The annual accounts of the subsidiary companies shall also be However, having regard to the provisions of section 219(1)(b)(iv)
kept for inspection by any investor in a Registered Office of the of the Companies Act, 1956, the Annual Report is being sent to all
Company. In the opinion of the management, the consolidated the shareholders of the company excluding the statement of
accounts present a full and fair picture of the state of affairs and particulars of employees under section 217(2A) of the Companies
financial condition and they are accepted globally. Act, 1956. Any shareholder interested in obtaining a copy of the
said statement may write to the Company Secretary at the
Audit Committee registered office of the Company and same will be sent.
The Audit Committee was constituted in terms of the requirements
set out in Clause 49 of the Listing Agreement with the stock
Energy Conservation, Technology Absorption and
exchange(s) on Corporate Governance comprising Mr. M. S. Gujral,
Foreign Exchange Earning and Outgo
Maj. Gen. Amarjit Singh (Retd.), Mr. Toshimi Shirakawa and Information under section 217(1)(e) of the Companies Act, 1956,
Mr. Arjun Puri. Mr. M. S. Gujral is the Chairman of the Audit read with Companies (Disclosure of Particulars in the Report of
Committee. Board of Directors) Rules, 1988 is given in Annexure 'A' to this
Report.
Exports
Human Resources
The Company's exports during the year were Rs. 2347 million as
against Rs. 2499 million in the previous financial year. The Company The relations with the employees and associates continued to
continues to make its efforts towards achieving higher growth by remain cordial throughout the year. The Directors of your Company
providing cost competitive quality solutions to its customers. In wish to place on record their appreciation for the excellent team
addition, the Company has set up offices, mainly in Europe, to spirit and dedication displayed by the employees of the Company.
constantly service the customers as well as scan the markets for Acknowledgement
growth.
Your Board of Directors would like to place on record their sincere
Corporate Governance appreciation for the wholehearted support and contributions made
by all the employees of the Company as well as customers, suppliers,
A separate section on Corporate Governance, forming a part of
bankers and government authorities particularly in the state of
the Director's Report and the certificate from the Company's
Delhi, Haryana, Uttar Pradesh, Maharashtra, Tamilnadu and
auditors confirming compliance of conditions on Corporate
Karnataka towards the conduct of the efficient operations of your
Governance as stipulated in Clause 49 of the Listing Agreement, is
Company. Last but not the least the Board of Directors wish to
included in the Annual Report.
thanks the shareholders, FCCB holders of the Company and the
Listing collaborator Sumitomo Wiring Systems Limited, Japan for its
continuous support.
The shares of your Company are listed at National Stock Exchange
of India Limited, Bombay Stock Exchange Limited, Delhi Stock For and on behalf of the Board
Exchange Association Limited and Ahmedabad Stock Exchange. for MOTHERSON SUMI SYSTEMS LIMITED
The bonds of the Company are listed at Singapore Exchange
Securities Trading Limited. The listing fees for the year 2009-2010 Place: Noida M.S. Gujral V. C. Sehgal
have been paid to the said Stock Exchanges. Date: 27th July, 2009 Chairman Vice Chairman

54 Motherson Sumi Systems Limited


Annexure `A' to Directors' Report
Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of Directors' Report.

A. Conservation of Energy B. Technology Absorption


a) Energy Conservation measures taken : The following efforts are being made in technology absorption:
The Company has constantly been emphasizing as
optimization of energy consumption in every possible area in Research & Development (R&D)
its units. Various avenues are being explored at periodic 1. Specific areas in which R&D is carried out by the Company
interval and after careful analysis and planning measures are The Company has been continuously working towards
being initiated to minimize the consumption of energy by enhancing its research and development capabilities. In
optimum utilization of energy consuming equipments. During addition to enhancing capabilities in the area of Wiring harness
the year under review, the following measures were initiated/ design and adoption of new methods and techniques for
adopted for conservation and optimize utilization of energy. manufacturing and assembly of harnesses, the company is
also focusing in enhancing its capabilities in the area of Jigs
 Installation of occupancy sensor to switch-off lights and applicators designing and manufacturing.
automatically
The Company has been keeping pace with the technological
 Installation of auto switch-off timer in fans advances by implementation of state-of-the-art
manufacturing best practices. Research and Development was
 Reduction in energy consumed by replacing high wattage carried out for the development of the new models for several
bulbs on machines to low wattage LEDs.
Indian and overseas customers.

 Energy saving tube lights installed across all units


In process engineering the Company introduced a silicon
sealing machines for earth terminals.
 Installed variable drive motors on compressors
2. Benefits derived as a result of the above R&D
 Daylight sensors on street lights
The benefits derived as a result of the above research and
 Optimised air-cooling systems development programmes was in the form of winning new
businesses, building confidence of existing customer and
b) Future Proposals for Energy Conversion reducing the time to market.
The Company will take necessary measures as may be required
3. Future plan of action
from time to time for conversion of energy.
Steps are continuously being taken for innovation and
c) Impact of the measures at (a) & (b) above for reduction of renovation of products and enhancement of product quality/
energy consumption profile, to offer better products at relatively affordable prices
The above measures will result in energy saving and to customers.
consequent decrease in cost of production.

22nd Annual report 2008-09 55


4. Expenditure on R&D C. Foreign Exchange Earnings and Outgo
During the year, the Company spent Rs. 50.72 million. This is 1. The activities relating to export, incentives to increase
equivalent of 0.38% of the turnover. exports and developments of new export markets are
discussed below.
Technology absorption, adaptation and innovation
The Company has continued to maintain focus and avail of
With the changing requirements in wiring harness manufacturing, export opportunities based on economic consideration. During
the Company has acquired new machines and processes as per the year, the Company has exports (FOB value) worth Rs.
the product requirements. The Company has successfully 2347 million.
implemented a number of Kaizen led improvements to enhance
productivity and manufacturing efficiency. 2. Total foreign exchange used and earned
(Rs. in million)
The company sends it design engineering regularly to its
a. Total Foreign exchange earned 2389
Collaborator, for working together for designing and development
of new harnesses for future models to be introduced by the OEMs, b. Total Foreign exchange used 4419
in addition to collaborators technicians providing on-site support
to the company. The detailed information on foreign exchange earnings and
outgo is also furnished in the notes to the accounts.
- Benefits derived as a result of the above efforts: The Company
is now partnering the new development and designing with its For and on behalf of the Board
major customers. for MOTHERSON SUMI SYSTEMS LIMITED

- Imported Technology: the company has access and


implemented the latest processes and techniques in its Place: Noida M.S. Gujral V. C. Sehgal
manufacturing and design facilities. Date: 27th July, 2009 Chairman Vice Chairman

56 Motherson Sumi Systems Limited


Report on Corporate Governance

Company's philosophy on Corporate Governance


Corporate Governance is based on the principles of integrity, transparency, accountability and commitment to values. Your Company
views its policies of Corporate Governance not only to comply with the statutory requirements in letter and spirit, but also to aim at
implementing the best practices, keeping in view the overall interest of all its stakeholders. Your Company takes Corporate Governance
as a Critical tool to enhance trust of the Company's customers, employees, investors, government and the Community at large and
would help the Company achieve its goal of maximizing value for all its stakeholders.

Board of Directors
The Board presently comprises of the majority of Non-executive and Independent Directors, who are eminent professionals with a rich
experience in business, finance and public enterprises. The composition of the Board, and the number of other Directorships held by
each Directors and relevant information for their category as on 31.03.2009 is given in the table below:

Name of the Director Executive/Non- executive/ Other Directorship Committee Committee


Independent (in Public Co.) memberships Chairmanships
Mr. V. C. Sehgal Non-executive Director 12 6 1
Mr. Toshimi Shirakawa Non-executive Director 2 1 -
Mr. M. S. Gujral Independent Director 7 5 5
Mr. Hiroto Murai Non-executive Director - - -
Maj. Gen. Amarjit Singh (Retd.) Independent Director 2 4 -
Mr. Bimal Dhar Non-executive Director 10 4 -
Mr. Toshihiro Watanabe Executive/Whole-time Director 2 1 -
Mr. Arjun Puri Independent Director 1 2 -
Mr. Toshihide Ano* Non-Executive Director 2 - -
(Alternate Director to
Mr. Hiroto Murai)
Mr. Pankaj Mital Executive/Chief Operating Officer 2 1 -
(Alternate Director to
Mr. Bimal Dhar)

* Ceased to be an Alternate Director w.e.f. 29.06.2009.


Note - Mr. Laksh Vaaman Sehgal has been appointed as an Additional Director of the Company w.e.f. 30.04.2009.

Attendance at Board meetings and Annual General 2. Quarterly Performance of our various units, subsidiaries and
Meetings joint venture companies

The Board of Directors of the Company meets at least once a quarter 3. Materially important legal cases
to review the quarterly results and other items on the agenda.
4. Details of any Joint Venture or collaboration agreement
The information regularly supplied to the Board of Directors include 5. Developments on Human Resource of the Company
amongst others the following:
The Board of Directors of the Company met five times during the
1. Annual Operating plans and budgets and updates. financial year 2008-2009 : (i) June 2, 2008 (ii) July 26, 2008 (iii)
October 21, 2008 (iv) January 2, 2009 and (v) January 27, 2009.

22nd Annual report 2008-09 57


The table for the attendance record of the Directors is as given below:

Name of the Director No. of Board Attendance at last


meetings attended Annual General Meeting
Mr. V. C. Sehgal 5 Yes
Mr. Toshimi Shirakawa* 1 Yes
Mr. M. S. Gujral 5 Yes
Mr. Hiroto Murai 4 No
Maj. Gen. Amarjit Singh (Retd.) 5 Yes
Mr. Bimal Dhar 4 Yes
Mr. Arjun Puri 4 Yes
Mr. Akihiko Yamauchi# 1 N.A.
Mr. Toshihiro Watanabe 5 Yes
Mr. Pankaj Mital 1 Yes
(Alternate Director to Mr. Bimal Dhar)
Mr. Toshihede Ano - Yes
(Alternate Director to Mr. Hiroto Murai)

* in addition to attending one meeting, he participated in one meeting over teleconference


# resigned from the directorship of the Company w.e.f. 02.06.2008

Remuneration of Directors
The details of the payments made to the Directors during the financial year ended March 31, 2009 are as follows:

Name of the Director Gross remuneration Sitting fee* Total


(Rs.) (Rs.) (Rs.)
Mr. M. S. Gujral Nil 1,80,000 1,80,000
Maj. Gen. Amarjit Singh (Retd.) Nil 1,80,000 1,80,000
Mr. Arjun Puri Nil 1,40,000 1,40,000

* Includes sitting fees paid for committee meetings

Name of the Director Salary Amount


Mr. Akihiko Yamauchi # Basic salary 2,48,000.00
Bonus --
Other benefits 1,34,492.00
Total 3,82,492.00
Mr. Toshihiro Watanabe @ Basic salary 14,40,000.00
Bonus --
Other benefits 16,00,751.00
Total 30,40,751.00
Mr. Pankaj Mital Basic salary 30,01,200.00
Bonus 5,00,412.00
Other benefits 2,71,713.00
Total 37,73,325.00
# resigned from the Directorship of the Company w.e.f. 02.06.2008.
@ appointed as Whole-time Director of the Company w.e.f. 02.06.2008.

58 Motherson Sumi Systems Limited


Audit Committee
The Audit Committee of the Company comprises the majority of Independent Directors. The members of the Audit Committee met
four times during the financial year 2008-09 and the Committee reviewed the quarterly, half-yearly and annual financial statements
before submission to the Board. The dates on which the meetings were held are as follows:

(i) June 2, 2008 (ii) July 26, 2008 (iii) October 21, 2008 & (iv) January 27, 2009.

The composition and attendance of each member of the Committee is given below:

Name Designation Non-executive/ Independent Committee meetings attended


Mr. M.S. Gujral Chairman Independent 4
Maj. Gen. Amarjit Singh (Retd.) Member Independent 4
Mr. Toshimi Shirakawa* Member Non-executive 1
Mr. Arjun Puri Member Independent 3

* in addition to attending one meeting, he participated in one meeting over teleconference

The terms of reference of the Audit Committee comprises the Name Designation Executive/Non-
following: executive/
Independent
a) To hold periodic discussions with the Statutory Auditors and
Internal Auditors of the Company concerning the accounts of Mr. M.S. Gujral Chairman Independent/
the Company, internal control systems, scope of audit and Non-executive
observations of the Auditors/Internal Auditors. Mr. Toshihiro Watanabe Member Executive

b) To review compliance with internal control systems. Mr. G.N. Gauba, the Company Secretary, is the Compliance Officer.
c) To review the quarterly, half-yearly and annual financial results Share Transfers
of the Company before submission to the Board.
 All shares have been transferred and returned in about 20
d) To investigate into any matter in relation to the items specified days from the date of receipt, so long as the documents have
in Section 292A of the Companies Act, 1956 or as may be been clear in all respects.
referred to it by the Board and for this purpose to seek any
 The Share Transfer Committee meets normally once a fortnight.
relevant information contained in the records of the Company
and also seek professional advice, if necessary.  Total number of shares transferred in physical form during the
year 2008-2009 was 29144 as compared to 57742 during
e) To review the Company's financial and risk management
2007-2008.
policies.
f) To obtain external advice, legal or other professional advise.  As on March 31, 2009, there are no equity shares pending for
transfer.
g) To secure attendance of outside parties with relevant expertise,
if it considers necessary. Investor Relations
86 complaints relating to the non-receipt of shares after transfer,
h) To seek information from any employee.
non-receipt of dividend etc. were received.
Investors' Grievance Committee
All the complaints received during the year were cleared within
The Company has an Investors' Grievance Committee which looks
the financial year.
into shareholders' and investors' grievances. The following are the
members of the Committee: The complaints are generally responded to within 10 days from
the date in which they are lodge with the Company.

22nd Annual report 2008-09 59


Particulars of the past three AGMs

Annual General Date Time Venue Special Resolutions passed


Meeting
19th August 11:00 A.M. FICCI Golden Jubilee Auditorium, Nil
07, 2006 New Delhi
20th July 3:30 P.M. FICCI Golden Jubilee Auditorium, Issue of Bonus Shares in the ratio
30, 2007 New Delhi of 1 share for every 2 shares held.
21st August 11.30 A.M. FICCI Golden Jubilee Auditorium, -Re-appointment of Mr. Pankaj
11, 2008 New Delhi Mital as Manager under the
companies Act, 1956 for a period
of 3 years w.e.f. 01.04.2008.
-Appointment of Mr. Toshihiro
Watanabe as Whole-time
Director for a period of 3 years
w.e.f. 02.06.2008.

- No postal ballot was conducted during the year.


- The following Special Resolution is proposed to be conducted through postal ballot:-
Amendment in the Object Incidental or Ancillary of the Main Objects.

Particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates, etc.,
required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement

Rs. in Million
Name of Company Status Nature Balance as on Maximum
March 31, 2009 outstanding
During the year
MSSL Mideast (FZE) 100% Subsidiary Loan - 329.45
MSSL Mauritius Holdings Limited 100% Subsidiary Loan - 1.83
MSSL Handels GmbH 100% Subsidiary Loan 10.68 10.68
MSSL (GB) Limited* 100% Subsidiary of MSSL Mideast (FZE) Loan 73.14 84.13
MSSL GmbH* 100% Subsidiary of MSSL Mideast (FZE) Loan 122.63 645.25
Motherson Sumi Wiring 51% Subsidiary of MSSL Mideast (FZE) Loan 137.83 137.83
System Ltd. (FZC)*
Global Environment 78.82% Subsidiary of MSSL Loan - 23.02
Management (FZC)# Mauritius Holdings Ltd.
MSSL Australia Pty Limited@ 80% Subsidiary of Loan 394.85 394.85
MSSL (S) Pte. Ltd.

* By MSSL Mideast (FZE)


#
By MSSL Mauritius Holdings Ltd.
@
By MSSL (S) Pte. Ltd.

60 Motherson Sumi Systems Limited


Disclosures  Financial reporting for the third quarter ending December
 No transaction of material nature has been entered into by 31, 2009: January, 2010
the Company with the Directors or Management and their
 Financial results for the year ending March 31, 2009: May,
relatives, etc. that may have a potential conflict with the
2010
interests of the Company.
3. Book Closure date :
 Transactions with the related parties are disclosed in Note No.
18.09.2009 to 24.09.2009 (both days inclusive)
B(22) of Schedule XIII to the Accounts in the Annual Report.

4. Dividend payment date : on or after 24.09.2009


 No penalties or strictures were imposed by SEBI or the Stock
Exchange. 5. Listing on stock exchanges
- Equity shares
 All mandatory requirements have been complied with and non
mandatory requirements have not been complied with. Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers
Means of communication Dalal Street, Mumbai
Code : 517334
The annual, half-yearly and quarterly results are regularly posted
by the Company on its website www.motherson.com. These are National Stock Exchange of India Limited
also submitted to the stock exchanges in accordance with the Listing Exchange Plaza, 5th Floor,
Agreement and published in leading newspapers like Business Plot no. C/1, G Block
Standard. Bandra - Kurla Complex
Bandra (E), Mumbai
Management discussion and analysis report forms a part of the
Code: MOTHERSUMI
Annual Report.
Delhi Stock Exchange Limited
Shareholders' information DSE House,
1. Annual General Meeting to be held 3/1, Asaf Ali Road, Delhi

- Date : 24.09.2009 Ahmedabad Stock Exchange


- Day : Thursday Kamdhenu Complex,
- Time : 11:30 A.M. Near Polytechnic Panjara Pole
Ahmedabad
- Venue : FICCI Golden Jubilee Auditorium, Tansen Marg,
New Delhi-110001 - Bonds:

2. Financial Calendar (tentative and subject to change) Singapore Exchange Securities Trading Ltd.
2, Shenton Way
 Financial reporting for the first quarter ending June 30, 2009:
# 19-00 SGX Centre I
July, 2009
Singapore (FCCBs only)
 Financial reporting for the second quarter ending September
30, 2009: October, 2009

22nd Annual report 2008-09 61


6. Market price data

Month The Stock Exchange, Mumbai National Stock Exchange of India


High Low High Low
April - 2008 108.80 86.00 109.90 92.10
May - 2008 98.50 78.00 97.35 80.00
June - 2008 89.90 74.90 89.00 74.20
July - 2008 85.00 67.05 81.45 67.05
August - 2008 90.70 73.25 95.00 73.20
September-2008 93.00 81.35 93.90 70.80
October - 2008 88.50 56.00 89.00 55.00
November - 2008 68.45 47.20 71.65 47.20
December - 2008 70.00 38.00 70.00 39.50
January - 2009 73.00 51.25 75.80 51.45
February - 2009 73.25 55.00 75.50 53.00
March - 2009 71.45 52.00 71.45 51.00

7. Performance in comparison to broad based indices

62 Motherson Sumi Systems Limited


8. Shareholding Pattern of the Company as on 31.03.2009 their queries to:

Category No. of % of M/s Karvy Computershare Pvt. Ltd.


shares held shareholding (Unit - Motherson Sumi Systems Ltd.)
Indian Promoters 155764924 43.81 46, Avenue 4, Street no. 1,
Foreign Promoters 96891795 27.25 Banjara Hills, Hyderabad - 500 034
Financial Institutions, Ph. No.- 040-23312454
Mutual Funds & Banks 22425633 6.31
Fax No.- 040-23311968
Foreign Institutional Investors 22068478 6.20
E-mail - mailmanager@karvy.com
Bodies Corporate 24315800 6.84
10. Share Transfer System
General Public (Individuals) 32767259 9.22
To expedite the share transfer process in the physical segment,
NRIs/ Trusts 1287819 0.36
authority has been delegated to the Share Transfer Committee
Clearing Members* 32092 0.01
which comprises:
Total 355553800 100.00
Mr. V.C. Sehgal
* These shares lying in pool account of NSDL/CDSL since buyers' identity
Mr. Toshihiro Watanabe
are not established.
Mr. Pankaj Mital
9. Registrar and Transfer Agents
The Registrar and Transfer Agent (RTA) of the Company is Share transfer/ transmissions approved by the Committee are
placed at the Board Meeting from time to time.
M/s Karvy Computershare Pvt. Ltd. The investors can send

11. Distribution of shareholding as on March 31, 2009

Range (Amount) No. of shareholders % of shareholders to total No. of shares % of shares to total
1 - 5000 7501 86.67 4467523 1.26
5001-10000 860 9.94 4740995 1.33
10001 - 20000 132 1.52 1674621 0.47
20001 - 30000 38 0.44 906979 0.26
30001- 40000 12 0.14 409948 0.12
40001 - 50000 11 0.13 514587 0.14
50001 - 100000 33 0.38 2209257 0.62
100001and above 68 0.78 340629890 95.80
TOTAL 8344 100.00 355553800 100.00

12. Dematerialization of shares and liquidity dematerialize their physical holding in view of the various
Your Company's shares are tradable compulsorily in electronic form advantages in dematerialized form.
and your Company has established connectivity with both the Demat ISIN Number in NSDL and CDSL for equity shares: ISIN No.
depositories i.e. NSDL and CDSL. The members are requested to INE775A01035

22nd Annual report 2008-09 63


13. Plant Locations : Representative Office(s)
Noida (Uttar Pradesh) Sharjah
Faridabad (Haryana) Germany
Gurgaon (Haryana) 14. Investors' correspondence may be addressed to:
Manesar (Haryana) Mr. G.N. Gauba.
Pune (Maharashtra) Vice President (Finance) & Company Secretary
Bangalore (Karnataka) 2nd Floor, F-7, Block B-1,
Mohan Co-operative Industrial Estate,
Chennai (Tamilnadu)
Mathura Road, New Delhi - 110 044
Pondicherry E-mail : investorrelations@mssl.motherson.com

The above Report has been placed before the Board at its meeting held on June 29, 2009 and the same was approved.

Declaration
This is to confirm that the Company has adopted a Code of Conduct for Board of Directors and Senior Management and the same is
available on the Company's website.

I confirm that the Company has in respect of the financial year March 31, 2009 received from the Board of Directors and Senior
Management a declaration of compliance with the Code of Conduct.

For Motherson Sumi Systems Limited

Date : 29th June, 2009 Pankaj Mital


Place : Noida Chief Operating Officer

64 Motherson Sumi Systems Limited


Auditors' Certificate regarding compliance of conditions
of Corporate Governance
To the Members of
Motherson Sumi Systems Limited

We have examined the compliance of conditions of Corporate Governance by Motherson Sumi Systems Limited, for the year ended
March 31, 2009, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with stock exchange(s) in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing
Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression
of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement(s).

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.

Kaushik Dutta
Partner
Membership No: F88540

For and on behalf of


Date : 29th June, 2009 Price Waterhouse
Place : Noida Chartered Accountants

22nd Annual report 2008-09 65


Financial Section

66 Motherson Sumi Systems Limited


Auditors' Report

To the Members of (c) In our opinion and according to the information and
Motherson Sumi Systems Limited explanations given to us, a substantial part of fixed
assets has not been disposed off by the Company
1. We have audited the attached Balance Sheet of Motherson during the year.
Sumi Systems Limited, as at March 31, 2009, and the related
Profit and Loss Account and Cash Flow Statement for the year (ii) (a) The inventory (excluding stocks with third parties)
ended on that date annexed thereto, which we have signed has been physically verified by the management
under reference to this report. These financial statements are during the year. In respect of inventory lying with
the responsibility of the company's management. Our third parties, these have substantially been confirmed
responsibility is to express an opinion on these financial by them. In our opinion, the frequency of verification
statements based on our audit. is reasonable.

2. We conducted our audit in accordance with the auditing (b) In our opinion, the procedures of physical verification
standards generally accepted in India. Those Standards require of inventory followed by the management are
that we plan and perform the audit to obtain reasonable reasonable and adequate in relation to the size of
assurance about whether the financial statements are free of the Company and the nature of its business.
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the (c) On the basis of our examination of the inventory
financial statements. An audit also includes assessing the records, in our opinion, the Company is maintaining
accounting principles used and significant estimates made by proper records of inventory. The discrepancies noticed
management, as well as evaluating the overall financial on physical verification of inventory as compared to
statement presentation. We believe that our audit provides a book records were not material.
reasonable basis for our opinion.
(iii) (a) The Company has not granted any loans, secured or
3. As required by the Companies (Auditor's Report) Order, 2003, unsecured, to companies, firms or other parties
as amended by the Companies (Auditor's Report) covered in the register maintained under Section 301
(Amendment) Order, 2004, issued by the Central Government of the Act.
of India in terms of sub-section (4A) of Section 227 of 'The
(b) The Company has not taken any loans, secured or
Companies Act, 1956' of India (the 'Act') and on the basis of
unsecured, from companies, firms or other parties
such checks of the books and records of the Company as we
covered in the register maintained under Section 301
considered appropriate and according to the information and
of the Act.
explanations given to us, we further report that:

(i) (a) The Company is maintaining proper records showing (iv) In our opinion and according to the information and
full particulars including quantitative details and explanations given to us, having regard to the explanation
situation of fixed assets. that certain items purchased are of special nature for which
suitable alternative sources do not exist for obtaining
(b) The fixed assets are physically verified by the comparative quotations, there is an adequate internal
management according to a phased programme control system commensurate with the size of the
designed to cover all the items over a period of three Company and the nature of its business for the purchase
years, which in our opinion, is reasonable having of inventory, fixed assets and for the sale of goods and
regard to the size of the Company and the nature of services. Further, on the basis of our examination of the
its assets. Pursuant to the programme, a portion of books and records of the Company, and according to the
the fixed assets has been physically verified by the information and explanations given to us, we have neither
management during the year and no material come across nor have been informed of any continuing
discrepancies between the book records and the failure to correct major weaknesses in the aforesaid
physical inventory have been noticed. internal control system.

22nd Annual report 2008-09 67


(v) (a) In our opinion and according to the information statutory dues as applicable, with the appropriate
and explanations given to us, the particulars of authorities.
contracts or arrangements referred to in Section
301 of the Act have been entered in the register (b) According to the information and explanations
required to be maintained under that section. given to us and the records of the Company
examined by us, there are no dues in respect of
(b) In our opinion and according to the information income-tax, wealth tax, and cess as at March 31,
and explanations given to us, having regard to 2009 which have not been deposited on account
the explanation that certain items/services of a dispute. The particulars of dues of service tax
purchased are of special nature for which suitable and custom duty that have not been deposited
alternative sources do not exist for obtaining on account of a dispute are as follows -
comparative quotations, the transactions made
Name of the Nature of Amount Period to Forum where the
in pursuance of such contracts or arrangements
statute dues (Rs.) which the dispute is pending
and exceeding the value of Rupees Five Lakhs in amount
respect of any party during the year, have been relates
made at prices which are reasonable having regard Central Excise Service tax 311,367 1999-2000 Customs, Excise and
to the prevailing market prices at the relevant time.
Act, 1944 and Service Tax Appellate
(vi) The Company has not accepted any deposits from the 2000-2001 Tribunal, Chennai
public within the meaning of Sections 58A and 58AA
(x) The Company has no accumulated losses as at March
of the Act or any other relevant provisions of the Act
31, 2009 and it has not incurred any cash losses in the
and the rules framed there under.
financial year ended on that date or in the immediately
(vii) In our opinion, the Company has an internal audit preceding financial year.
system commensurate with its size and nature of its
(xi) According to the records of the Company examined
business.
by us and the information and explanation given to
(viii) We have broadly reviewed the books of account us, the Company has not defaulted in repayment of
maintained by the Company in respect of products dues to any financial institution or bank or debenture
where, pursuant to the Rules made by the Central holders as at the balance sheet date.
Government of India, the maintenance of cost records
(xii) The Company has not granted any loans and advances
has been prescribed under clause (d) of sub-section
on the basis of security by way of pledge of shares,
(1) of Section 209 of the Act and are of the opinion
debentures and other securities.
that prima facie, the prescribed accounts and records
have been made and maintained. We have not, (xiii) The provisions of any special statute applicable to chit
however, made a detailed examination of the records fund / nidhi / mutual benefit fund / societies are not
with a view to determine whether they are accurate applicable to the Company.
or complete.
(xiv) In our opinion, the Company is not a dealer or trader
(ix) (a) According to the information and explanations in shares, securities, debentures and other investments.
given to us and the records of the Company
examined by us, in our opinion, the Company is (xv) In our opinion and according to the information and
generally regular in depositing undisputed explanations given to us, the terms and conditions of
statutory dues including provident fund, investor the guarantees given by the Company, for loans taken
education and protection fund, employees' state by others from banks or financial institutions during
insurance, income-tax, sales tax, wealth tax, excise the year, are not prejudicial to the interest of the
duty, service tax, customs duty, and other material Company.

68 Motherson Sumi Systems Limited


(xvi) In our opinion, and according to the information and (a) We have obtained all the information and explanations,
explanations given to us, on an overall basis, the term which to the best of our knowledge and belief were
loans have been applied for the purposes for which necessary for the purposes of our audit;
they were obtained.
(b) In our opinion, proper books of account as required by
(xvii) On the basis of an overall examination of the balance law have been kept by the Company so far as appears
sheet of the Company, in our opinion and according from our examination of those books;
to the information and explanations given to us, there
(c) The Balance Sheet, Profit and Loss Account and Cash
are no funds raised on a short-term basis which have
Flow Statement dealt with by this report are in
been used for long-term investment.
agreement with the books of account;
(xviii) The Company has not made any preferential allotment (d) In our opinion, the Balance Sheet, Profit and Loss Account
of shares to parties and companies covered in the and Cash Flow Statement dealt with by this report
register maintained under Section 301 of the Act during comply with the accounting standards referred to in sub-
the year. section (3C) of Section 211 of the Act;
(xix) The Company does not have any debentures (e) On the basis of written representations received from
outstanding as at the year end. the directors, as on March 31, 2009 and taken on record
(xx) The Company has not raised any money by public by the Board of Directors, none of the directors is
issues during the year. disqualified as on March 31, 2009 from being appointed
as a director in terms of clause (g) of sub-section (1) of
(xxi) During the course of our examination of the books Section 274 of the Act;
and records of the Company, carried out in accordance
with the generally accepted auditing practices in India, (f) In our opinion and to the best of our information and
and according to the information and explanations according to the explanations given to us, the said
given to us, we have neither come across any instance financial statements together with the notes thereon and
of fraud on or by the Company, noticed or reported attached thereto give in the prescribed manner the
during the year, nor have we been informed of such information required by the Act and subject to our
case by the management. comments in paragraph 4 above give a true and fair
view in conformity with the accounting principles
4. We refer to note on B-6 of Schedule XIII regarding generally accepted in India:
managerial remuneration amounting to Rs.3,041 thousand
(i) in the case of the Balance Sheet, of the state of
for the current year paid to whole time director, being a non
affairs of the Company as at March 31, 2009;
resident whose appointment is subject to approval by the
Central Government. (ii) in the case of the Profit and Loss Account, of the
profit for the year ended on that date; and
In the event that the Central Government approval is not
received, these amounts are to be refunded by such (iii) in the case of the Cash Flow Statement, of the cash
directors. This would then result in profit after taxation for flows for the year ended on that date.
the year to be Rs. 700,278 thousand (as against reported
figure of Rs. 698,271 thousand), credit balance of Profit Kaushik Dutta
and Loss Account to be Rs.1,632,922 thousand (as against Partner
the reported figure of Rs. 1,630,915 thousand), net Current Membership No. F 88540
Assets to be Rs..635,801 thousand (as against the reported For and on behalf of
figure of Rs.632,760 thousand). Price Waterhouse
Chartered Accountants
5. Further to our comments in paragraph 3 & 4 above, we Place : Noida
report that: Date : June 29, 2009

22nd Annual report 2008-09 69


Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
Schedule As At As At
March 31, 2009 March 31, 2008
SOURCES OF FUNDS
Shareholders’ Funds
Share Capital I 355,554 355,554
Reserves & Surplus II 3,802,798 3,668,964
4,158,352 4,024,518
Loan Funds
Secured Loans III 2,233,959 1,584,635
Unsecured Loans IV 3,147,585 3,025,986
Deferred tax liability (net) (Refer B (19) of Schedule XIII) - 22,746
TOTAL 9,539,896 8,657,885
APPLICATION OF FUNDS
Fixed Assets
Gross Block V 7,801,270 6,790,514
Less: Depreciation 3,132,525 2,667,273
Net Block 4,668,745 4,123,241
Capital Work in Progress 1,194,229 196,548
5,862,974 4,319,789
Investments VI 2,763,601 1,775,327
Deferred tax assets (net) (Refer B (19) of Schedule XIII) 15,299 -
Current Assets, Loans and Advances VII
Inventories 1,602,671 1,484,949
Sundry Debtors 1,733,476 2,046,196
Cash & Bank Balances 179,322 326,610
Loans & Advances 1,447,994 1,838,813
4,963,463 5,696,568
Less: Current Liabilities & Provisions VIII
Current Liabilities 2,745,799 2,042,870
Provisions 1,584,904 1,510,715
4,330,703 3,553,585
NET CURRENT ASSETS 632,760 2,142,983
Miscellaneous Expenditure (To the extent not written off or adjusted) IX 265,262 419,786
TOTAL 9,539,896 8,657,885
Significant Accounting Policies and Notes forming part of the Accounts XIII

This is the Balance Sheet referred to in our The schedules referred above form integral part of the Balance Sheet
report of even date
for and on behalf of the Board
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009

70 Motherson Sumi Systems Limited


Profit and Loss Account for the year ended March 31, 2009
(Figures in Rs. Thousands)
Schedule For the Year ended For the Year ended
March 31, 2009 March 31, 2008
INCOME
Sale of Finished Goods (Gross) 14,429,406 15,155,792
Less: Excise duty 1,479,977 2,124,779
Sale of Finished Goods (Net) 12,949,429 13,031,013
Other Income X 372,440 447,381
TOTAL 13,321,869 13,478,394
EXPENDITURE
Manufacturing and other expenses XI 11,633,285 11,117,115
Depreciation and Impairment V 545,144 500,629
Interest (net) XII 290,984 218,657
TOTAL 12,469,413 11,836,401
Profit Before Taxation 852,456 1,641,993
Tax Expense
Provision for Current Income Tax 175,730 370,472
Provision for Deferred Income Tax (Refer B (19) of Schedule XIII) (38,045) (28,217)
Provision for Fringe Benefit Tax 15,000 15,500
Provision for Wealth Tax 1,500 2,500
698,271 1,281,738
Less : Income Tax for earlier years 2,862 (179)
Profit After Taxation 695,409 1,281,917
Add: Balance brought forward from previous year 1,597,081 1,126,739
Surplus Available For Appropriation 2,292,490 2,408,656
APPROPRIATIONS
Transfer to General Reserve 100,000 250,000
Proposed Dividend 479,999 479,999
Tax on Dividend 81,576 81,576
Balance Carried to Balance Sheet 1,630,915 1,597,081
TOTAL 2,292,490 2,408,656
Earning per share (Basic/ Diluted) of face value Re. 1/- each 1.96 3.63
(Refer A(11) & B(18) of Schedule XIII)
Significant Accounting Policies and Notes forming part of the Accounts XIII

This is the Profit and Loss Account referred The schedules referred above form integral part of the Profit and Loss Account
to in our report of even date
for and on behalf of the Board
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009

22nd Annual report 2008-09 71


Cash Flow Statement for the year ended March 31, 2009
(Figures in Rs. Thousands)
For the year ended For the year ended
March 31, 2009 March 31, 2008
A. CASH FLOW FROM OPERATING ACTIVITIES:
Net profit before tax 852,456 1,641,993
Adjustments for:
Depreciation and Impairment 545,144 500,629
Interest Expense 308,382 264,809
Interest Income (17,398) (46,152)
Income from Investment - Dividend Received (46,691) (293)
Lease Rent 5,902 2,118
Profit on Fixed Assets sold (10,948) (247,758)
Debts / Advances Written off 1,379 841
Provision for Bad & Doubtful Debts / Advances (231) (1,389)
Liability no longer required written back (383) (14,483)
Provision for Gratuity & Leave Encashment 20,416 6,949
Provision for diminution in value of Long Term Investments 110,000 -
Provision for diminution in value of Current Investments 187 (5)
Unrealised foreign exchange (gain) /loss 252,374 231,345
Operating profit before working capital changes 2,020,589 2,338,604
Adjustments for changes in working capital :
- (Increase)/ Decrease in Sundry Debtors 326,643 (310,924)
- (Increase)/ Decrease in Other Receivables 567,880 (519,589)
- (Increase)/ Decrease in Inventories (117,722) (280,133)
- Increase/ (Decrease) in Trade and Other Payables 618,260 506,473
Cash generated from operations 3,415,650 1,734,431
- Taxes (Paid) / Received (net of TDS and refunds received) (209,353) (318,401)
Net cash from operating activities 3,206,297 1,416,030
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of fixed assets Including CWIP (2,138,901) (1,598,459)
Proceeds from sales of fixed assets 20,070 357,908
Purchase of investments (including advance against equity) (1,098,460) (475,116)
Loan to Subsidiaries/Joint Venture (net) - 115,144
Lease Rent Payment (5,902) (2,118)
Interest Received (Revenue) 35,018 34,019
Dividend Received 46,691 293
Net cash used in investing activities (3,141,484) (1,568,329)

72 Motherson Sumi Systems Limited


Cash Flow Statement for the year ended March 31, 2009
(Figures in Rs. Thousands)
For the year ended For the year ended
March 31, 2009 March 31, 2008
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from long term borrowings
Receipts 1,058,957 118,743
Payments (79,941) (243,987)
Proceeds from short term borrowings
Receipts - 42,500
Payments (52,500) -
Proceeds from Working Capital Facilities (net) (432,058) 708,574
Interest Paid (146,332) (101,145)
Dividend Paid (478,704) (351,733)
Dividend Tax Paid (81,576) (59,879)
Net cash generated/ (used) in financing activities (212,154) 113,073
Net Increase/(Decrease) in Cash & Cash Equivalents (147,341) (39,226)
Cash and cash equivalents Opening 326,610 365,922
Total Cash and Cash Equivalents as per cash flow statement 179,269 326,696
Cash and cash equivalents comprise
Cash In Hand 3,271 4,079
Cheques In Hand 516 220,357
Balance with Scheduled Banks 171,405 97,108
Balance with Non - Scheduled Banks 4,130 5,066
Cash and cash equivalents as per Balance Sheet (restated) 179,322 326,610
Add: Net unrealised loss /(gain) on Foreign Currency Cash & Equivalents (53) 86
Cash and cash equivalents Closing 179,269 326,696

(i) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on Cash
Flow Statement issued by The Institute of Chartered Accountants of India.
(ii) Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.
(iii) Following non cash transactions have not been considered in the cash flow statement:
-Tax deducted at source on income
(iv) Figures in brackets indicate cash outgo.

This is the Cash Flow Statement referred to for and on behalf of the Board
in our report of even date
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009

22nd Annual report 2008-09 73


Schedules forming part of the Balance Sheet
(Figures in Rs. Thousands)
As At As At
March 31, 2009 March 31, 2008
SCHEDULE I - SHARE CAPITAL
Authorised
803,000,000 Equity Shares of Re. 1/- each
(Previous Year 803,000,000 Equity Shares of Re. 1/- each) 803,000 803,000
Issued
355,557,000 Equity Shares of Re. 1/- each
(Previous Year 355,557,000 Equity Shares of Re. 1/- each) 355,557 355,557
Subscribed and Paid up
355,553,800 Equity Shares of Re. 1/- each
(Previous Year 355,553,800 Equity Shares of Re. 1/- each) 355,554 355,554
Total 355,554 355,554
(Of the above shares 6,090,000 (Previous Year 6,090,000) shares are allotted as fully paid up pursuant to a contract for consideration
other than cash)
(Of the above shares 282,737,000 (Previous Year 282,737,000) shares are allotted as fully paid bonus shares by way of capitalisation
of share premium & general reserve).
(Of the above shares 3,220,000 (Previous Year 3,220,000) shares are allotted by way of conversion of Zero Coupon Foreign
Currency Convertible Bonds)

(Figures in Rs. Thousands)


As at As at
March 31, 2009 March 31, 2008
SCHEDULE II - RESERVES & SURPLUS
Revaluation Reserve 20,031 20,031
Reserve on Amalgamation 572,346 572,346
Securities Premium Account 291,143 291,143
General Reserve
As per Last Balance Sheet 1,188,363 1,055,808
Additions during the year 100,000 250,000
Deductions during the year - 1,288,363 117,445 1,188,363
Profit and Loss Account
As per Last Balance Sheet 1,597,081 1,126,739
Additions during the year 133,834 720,342
Deductions during the year 100,000 1,630,915 250,000 1,597,081
Total 3,802,798 3,668,964

74 Motherson Sumi Systems Limited


Schedules forming part of the Balance Sheet
(Figures in Rs. Thousands)
As At As At
March 31, 2009 March 31, 2008
SCHEDULE III - SECURED LOANS
Working Capital Facilities 1
- Rupee Loan 579,284 1,169,976
- Foreign Currency Loan 273,720 124,933
Long Term Loans
(i) From Banks
- Foreign Currency Loan 2,3 1,281,861 244,086
(ii) From Others
- Rupee Loan 4 77,983 14,433
- Vehicle Loan 5 21,111 31,207
TOTAL 2,233,959 1,584,635

Secured Loans referred above are :


1
Secured by first charge by way of hypothecation of all present and future stocks, book debts and other specified moveable
assets of the Company and second charge by way of hypothecation of all present and future immoveable property.
2
Long terms loans due within a year Rs. 270,113 thousand (Previous Year Rs.50,137 thousand).
3
Secured by first pari-passu charge on entire fixed assets both moveable and immoveable of the Company present and future
and second pari-passu charge on the entire current assets of the Company. These are also secured by way of deposit of title
deeds of specified properties.
4
i) Tooling advances received from customers are repayable by way of amortisation on supply of components and hence
cannot be distinguished between short term and long term.
ii) Secured by hypothecation of specific moulds used for production of components.
5
i) Due within a year Rs 8,478 thousand (Previous Year Rs 10,449 thousand).
ii) Secured by hypothecation of specific vehicles purchased against such loans.
(Figures in Rs. Thousands)
As At As At
March 31, 2009 March 31, 2008
SCHEDULE IV - UNSECURED LOANS
Short term loans 1
- From Subsidiaries - 32,500
- Other than Banks 32,400 52,400
Long term loans 2
- Zero Coupon Foreign Currency Convertible Bonds (Refer B (3) of Schedule XIII) 3,070,528 2,891,412
- Other than Banks 3 44,657 49,674
TOTAL 3,147,585 3,025,986
1
Repayable on demand.
2
Long Term Loan due within a Year Rs.Nil (Previous Year Rs.Nil).
3
Tooling advances received from customers are repayable by way of amortisation on supply of components and hence cannot be
distinguished between short term and long term.

22nd Annual report 2008-09 75


Schedules forming part of the Balance Sheet
SCHEDULE V - FIXED ASSETS (Refer A(2), A(8) & A(12) of Schedule XIII)
(Figures in Rs. Thousands)

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at March Additions Deletions/ Total as at Upto Depreciation Depreciation Upto As at March As at March
31, 2008 during Sales/ March March for the year on Deletions/ March 31, 2009 31, 2008
the year Adjustments 31, 2009 31, 2008 Sales/ 31, 2009
Adjustments 1

Tangible Assets
Leasehold Land 562,381 78,830 - 641,211 13,787 7,445 - 21,232 619,979 548,594
Freehold Land 305,654 56,244 - 361,898 - - - - 361,898 305,654
Leasehold Improvements 62,693 185 27,128 35,750 30,089 185 27,128 3,146 32,604 32,604
Building 1,227,162 194,837 - 1,421,999 184,476 44,263 - 228,739 1,193,260 1,042,686
Plant & Machinery 4,125,429 656,678 15,290 4,766,817 2,099,838 406,408 11,696 2,494,550 2,272,267 2,025,591
Furniture, Fixtures &
Office equipments 127,234 11,508 3,743 134,999 97,636 11,711 3,542 105,805 29,194 29,598
Computers 161,743 22,342 1,801 182,284 124,524 23,690 1,761 146,453 35,831 37,219
Vehicles 218,218 73,076 41,052 250,242 116,923 50,936 35,765 132,094 118,148 101,295
Intangible Assets
Technical Knowhow fees - 6,070 - 6,070 - 506 - 506 5,564 -
TOTAL 6,790,514 1,099,770 89,014 7,801,270 2,667,273 545,144 79,892 3,132,525 4,668,745 4,123,241
Previous Year 5,577,885 1,561,376 348,747 6,790,514 2,328,390 471,822 132,939 2,667,273 4,123,241
Capital Work in 1,194,229 196,548
1
Progress
5,862,974 4,319,789
1
Refer B (6) of Schedule XIII

(Figures in Rs. Thousands)

Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII)
A. Unquoted (At Cost)
In Subsidiaries (Long-term Investments)
Motherson PUDENZ WICKMANN Ltd.1 9,045 9,045
1,403,226 equity shares (1,403,226) of Rs 10/- each fully paid up
MSSL Mauritius Holdings Ltd.1 22,452 22,452
525,000 equity shares (525,000) of Euro 1 each fully paid up
15,699,790 redeemable preference shares (Nil) of Euro 1 each fully paid up 1,002,906 -
MSSL Mideast (FZE) 1
1 equity share (1) of AED 150,000 equivalent to Euro 46,875 each fully paid up 1,997 1,997
12,275,000 redeemable preference shares (Nil) of Euro 1 each fully paid up 708,071 -
Advance against preference shares (Euro 12,275,000) - 708,071
MSSL Handels GmbH 1 1,835 1,835
1 equity share (1) of Euro 35,000 each fully paid up
Motherson Electrical Wires Lanka Pvt. Ltd.1 6,857 6,857
1,456,202 equity shares (1,456,202) of Srilankan Rs. 10/- each fully paid up

76 Motherson Sumi Systems Limited


Schedules forming part of the Balance Sheet
(Figures in Rs. Thousands)

Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII contd.)
MSSL (S) Pte Ltd.1
100,000 equity shares (100,000) of S$ 1/- each fully paid up 2,655 2,655
1,800,000 preference shares (1,800,000) of S$ 1/- each fully paid up 51,120 51,120
11,200,000 6% redeemable at par non convertible and non cum-
ulative preference shares (Nil) of S$ 1/- each fully paid up 306,263 -
Advance against preference shares (S$ 275,647) 9,149 282,105
MSSL Global Wiring Ltd.1
50,000 equity shares (Nil) of Rs 10/- each fully paid up 500 -
Advance against equity share 33,600 -
In Others
(Long-term Investments)
Woco Motherson Elastomers Ltd.1 11,393 11,393
1,139,333 equity shares (1,139,333) of Rs 10/- each fully paid up
Woco Motherson Advanced Rubber Technologies Ltd.1 6,667 6,667
666,667 equity shares (666,667) of Rs 10/- each fully paid up
Woco Motherson Advanced Rubber Technologies Ltd.1 44,229 44,229
4,422,867 6% redeemable convertible non-cumulative
preference shares (4,422,867) of Rs 10/- each fully paid up
Balda Motherson Solution India Ltd.1,2
18,419,156 equity shares (14,430,578) of Rs 10/- each fully paid up 184,192 144,306
22,958,000 7% optionally convertible redeemable cumulative
preference shares (22,958,000) of Rs 10/- each fully paid up 229,580 229,580
Advance against equity - 11,739
Visiocorp Motherson Ltd.1 67,368 67,368
6,712,990 equity shares (6,712,990) of Rs 10/- each fully paid up
Saks Ancillaries Ltd.1 10,724 10,724
1,000,000 equity shares (1,000,000) of Rs 10/- each fully paid up
Kyungshin Industrial Motherson Ltd.1 86,080 86,080
8,600,000 equity shares (8,600,000) of Rs 10/- each fully paid up
Motherson Air Travel Agencies Ltd.1 1,206 1,206
120,000 equity shares (120,000) of Rs 10/- each fully paid up
Calsonic Kansei Motherson Auto Products Ltd.1 49,000 49,000
4,900,000 equity shares (4,900,000) of Rs 10/- each fully paid up
Motherson Sumi Infotech & Designs Ltd.1
1,250,000 7% preference shares (1,250,000) of Rs 10/- each fully paid up 12,500 12,500
1,200,000 equity shares (1,200,000) of Rs.10/- each fully paid up 13,800 13,800
Total (A) 2,873,189 1,774,729

22nd Annual report 2008-09 77


Schedules forming part of the Balance Sheet
(Figures in Rs. Thousands)
Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII contd.)
B. Quoted
(Current Investments)
HDFC Bank Ltd. 102 102
407 equity shares (11,822 of Centurion Bank of Punjab) of Rs 10/- each fully paid up
Balrampur Chini Mills Ltd. 10 10
1,200 equity shares (1,200) of Rs 10/- each fully paid up
Electrolux Kelvinator Ltd. (Formerly Intron Ltd.) - 12
1,250 equity shares (1,250) of Rs 10/- each fully paid up
Jaysynth Dyechem Ltd. 1 1
100 equity shares (100) of Rs 10/- each fully paid up
GIVO Ltd. 88 219
28,475 equity shares (28,475) of Rs 10/- each fully paid up
Mahindra & Mahindra Ltd. 203 203
1,822 equity shares (1,822) of Rs 10/- each fully paid up
Pearl Engineering Polymers Ltd. 8 16
3,160 equity shares (3,160) of Rs 10/- each fully paid up
Daewoo Motors Ltd. - 34
6,150 equity shares (6,150) of Rs 10/- each fully paid up
Inox Leasing & Finance Ltd. - 1
100 equity shares (100) of Rs 10/- each fully paid up
Athena Financial Services Ltd. (earlier Kinetic Lease & Finance Ltd.) - -
66 equity shares (66) of Rs 10/- each fully paid up
Total (B) 412 598
Total (A+B) 2,873,601 1,775,327
2
Less: Provision for Diminution 110,000 -
Net Total 2,763,601 1,775,327
1
Trade Investment
2
Provision for diminution is in respect of investment in Balda Motherson Solution India Ltd. (Refer B(7a) on Schedule XIII)
Note:
a) Market value of quoted investments 1,251 1,679
(Based on last traded price available as at March 31, 2009)
No. of Shares Figures in Rs. Thousands
b) Investments made during the year
- Equity Shares
Balda Motherson Solution India Ltd. 3 3,988,578 39,886
MSSL Global Wiring Ltd. 50,000 500
- Preference Shares 4
MSSL (S) Pte Ltd. 11,200,000 306,263
MSSL Mideast (FZE) 12,275,000 708,071
MSSL Mauritius Holdings Ltd. 15,699,790 1,002,906
- Advance Against Equity/ Preference Shares
MSSL (S) Pte Ltd. - 9,149
MSSL Global Wiring Ltd. - 33,600
3
Includes equity shares allotted during the year against advances given in previous year Rs. 11,739 thousand
4
Includes preference shares allotted during the year against advances given in previous year Rs. 270,571 thousand

78 Motherson Sumi Systems Limited


Schedules forming part of the Balance Sheet
(Figures in Rs. Thousands)

Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES
A. Current Assets
Stock in Trade
(i) Finished Goods 177,361 248,293
(ii) Work in Progress 261,876 333,111
(iii) Raw Material & Components 871,790 832,640
(iv) Goods in Transit (Raw Material & Components) 287,533 65,408
(v) Tools, Store & Spares 4,111 5,497
(1) 1,602,671 1,484,949
Sundry Debtors (Unsecured, unless otherwise stated)
(i) Outstanding for more than six months
Considered Good 1 55,405 51,779
Considered Doubtful 7,672 7,603
63,077 59,382
Less Provision for doubtful debts 7,672 7,603
55,405 51,779
(ii) Other Debts
2
Considered good 1,678,071 1,994,417
(2) 1,733,476 2,046,196
Cash and Bank Balances
(i) Cash in hand 3,271 4,079
(ii) Cheques in hand 516 220,357
(iii) Balance with
(a) Scheduled Banks in
(i) Current Accounts 26,695 8,719
(ii) Deposit account 3 139,056 84,028
(iii) Dividend Account 5,654 4,361
(b) Non Scheduled Banks in 4
(i) Current Account with Bank Austria - 1,527
(ii) Current Account with HSBC Bank Middle East Ltd. 2,043 1,065
(iii) Current Account with Commerz Bank Hanau Germany 2,087 2,474
(3) 179,322 326,610
TOTAL A (1+2+3) 3,515,469 3,857,755

22nd Annual report 2008-09 79


Schedules forming part of the Balance Sheet
(Figures in Rs. Thousands)

Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES
B. Loans and Advances (Unsecured, unless otherwise stated)
5
(i) Advances recoverable in cash or in kind or for value to be received
- Considered good 693,152 804,908
- Considered doubtful 2,666 2,966
695,818 807,874
Less Provision for doubtful advances 2,666 2,966
693,152 804,908
(ii) Loan to Subsidiaries 10,683 336,095
(iii) Loan to Joint Venture Company - 3,314
(iv) Deposits with Excise, Customs & Govt Authorities 743,000 694,580
(v) Advance Tax (Net) 6 1,159 (84)
TOTAL B 1,447,994 1,838,813
GRAND TOTAL (A+B) 4,963,463 5,696,568
1
Includes due from subsidiaries Rs.12,153 thousand ( Previous Year Rs.22,235 thousand )
2
Includes due from subsidiaries Rs. 95,787 thousand ( Previous Year Rs.176,273 thousand )
3
i) Deposits pledged with Excise & Sales Tax authorities Rs.23 thousand (Previous Year Rs. 60 thousand)
ii) Margin money Rs.5,008 thousand (Previous Year Rs 4,901 thousand)
4
Maximum balance outstanding during the Year :
i) Bank Austria Rs.1,994 thousand (Previous Year Rs. 1,674 thousand)
ii) HSBC Bank Middle East Ltd. Rs.23,917 thousand (Previous Year Rs 7,698 thousand)
iii) Commerz Bank Hanau Germany Rs.5,614 thousand (Previous Year Rs 3,868 thousand)
5
i) Includes due from subsidiaries Rs.58,725 thousand (Previous Year Rs. 10,425 thousand)
ii) Includes capital advances of Rs 282,766 thousand (Previous Year Rs. 173,006 thousand)
6
Net of Provision for Fringe Benefit Tax Rs 42,300 thousand ( Previous Year Rs 40,693 thousand)

80 Motherson Sumi Systems Limited


Schedules forming part of the Balance Sheet
(Figures in Rs. Thousands)

As at As at
March 31, 2009 March 31, 2008
SCHEDULE VIII - CURRENT LIABILITIES AND PROVISIONS
A. Current Liabilities
(i) Sundry Creditors 1
Total Outstanding dues of Micro & Small Enterprises 2 2,403 3,270
Total outstanding creditors other than Micro & Small Enterprises 2,312,006 1,744,935
(ii) Advance from customers 337,623 183,468
(iii) Other Liabilities 76,475 102,724
(iv) Investor Education & Protection Fund shall be credited by the
following amount:
- Unpaid Dividend 5,654 4,361
(v) Interest Accrued but not due 11,638 4,112
2,745,799 2,042,870
B. Provisions
(i) Premium on Redemption of Zero Coupon Foreign Currency Convertible
Bonds (Refer B(3) of Schedule XIII) 926,225 856,102
(ii) For Dividend (including tax thereon) 561,573 561,573
(iii) For Income tax (net) 3 31,690 48,319
(iv) For Wealth tax 2,779 2,500
(v) For Employee benefit (Refer A(5) & B(21)of Schedule XIII) 60,637 40,221
(vi) For Warranty (Refer B(20) of Schedule XIII) 2,000 2,000
1,584,904 1,510,715
TOTAL 4,330,703 3,553,585
1
Includes due to subsidiaries Rs. 426,376 thousand (Previous Year Rs.118,855 thousand)

2
Refer B(5) of Schedule XIII
3
Net of Advance Income Tax Rs 1,025,389 thousand (Previous Year Rs 1,070,516 thousand)

(Figures in Rs. Thousands)

As at As at
March 31, 2009 March 31, 2008
SCHEDULE IX - MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted) (Refer B (3) of Schedule XIII)
Premium on Redemption/ Issue Expenditure of Zero Coupon
Foreign Currency Convertible Bonds
Opening Balance 419,786 584,835
Less: Written off during the year 154,524 165,049
TOTAL 265,262 419,786

22nd Annual report 2008-09 81


Schedules forming part of the Profit and Loss Account
(Figures in Rs. Thousands)

For the Year ended For the Year ended


March 31, 2009 March 31, 2008
SCHEDULE X - OTHER INCOME
(a) Dividend Received 1
- From other than Subsidiary companies 46,691 293
(b) Rent 46,636 35,052
(c) Provision for diminution in value of current investment written back - 5
(d) Sundries written back 383 14,483
(e) Service Income 176,138 101,902
(f) Profit on sale of Land - 240,041
(g) Profit on sale of Other Fixed assets (net) 10,948 7,717
(h) Miscellaneous Income 91,644 47,888
TOTAL 372,440 447,381
Tax deducted on source
(a) Rent 11,553 4,633
(b) Service and Miscellaneous Income 23,793 12,974
1
Includes dividend from Short term Non- Trade investments 22 293

(Figures in Rs. Thousands)

For the Year ended For the Year ended


March 31, 2009 March 31, 2008
SCHEDULE XI - COST OF MATERIALS AND MANUFACTURING AND
OTHER EXPENSES
Materials consumed
Opening Stock
Raw materials 832,640 609,960
Work-in-progress 333,111 232,649
Finished goods 248,293 236,830
1,414,044 1,079,439
Add : Purchases of Raw materials 7,691,450 8,082,570
Less: Closing Stock
Raw materials (871,790) (832,640)
Work-in-progress (261,876) (333,111)
Finished goods (177,361) (248,293)
Less : Stock damaged due to fire
Raw materials - (59,860)
Work-in-progress - (28,022)
Finished goods - (17,425)
(1,311,027) (1,519,351)
Total consumption for goods sold 7,794,467 7,642,658
Salary, wages & bonus 1,133,573 974,181
Contribution to Provident & Other Fund 105,056 97,366

82 Motherson Sumi Systems Limited


Schedules forming part of the Profit and Loss Account
(Figures in Rs. Thousands)

For the Year ended For the Year ended


March 31, 2009 March 31, 2008
SCHEDULE XI - COST OF MATERIALS AND MANUFACTURING AND
OTHER EXPENSES
Staff Welfare 120,898 122,281
Electricity, Water and Fuel 247,499 235,017
Repairs and Maintenance
Machinery 106,487 126,828
Building 72,839 119,736
Others 96,526 123,225
Consumption of Store and Spare parts 148,488 150,943
Conversion charges 138,964 155,750
Lease rent 5,902 2,118
Rent 72,700 58,358
Rates & taxes 6,242 2,793
Insurance 28,595 28,512
Donation 7,538 7,018
Travelling 167,984 164,299
Freight & forwarding 315,256 273,900
Royalty 59,421 68,088
Cash Discount 28,988 28,247
Commission 1,852 668
Provision for diminution in value of Long Term Investments 110,000 -
Provision for diminution in value of Current Investments 187 -
Bad Debts / Advances written off 1,379 841
Legal & professional expenses 261,635 246,510
Exchange fluctuation(net)
Foreign Currency Convertible Bonds 249,239 265,996
Others 68,574 (81,600)
Miscellaneous expenses 282,996 303,382
TOTAL 11,633,285 11,117,115

22nd Annual report 2008-09 83


Schedules forming part of the Profit and Loss Account
(Figures in Rs. Thousands)

For the Year ended For the Year ended


March 31, 2009 March 31, 2008
SCHEDULE XII - INTEREST (NET)
Interest & Finance Expense
- Subsidiaries 1,028 2,153
- Privately Placed Debentures 20,224 22,882
- Fixed loans 26,957 9,657
- Amortisation of Premium / Issue Expenditure on Redemption of Zero
Coupon Foreign Currency Convertible Bonds (Refer B (3) of Schedule XIII) 154,524 165,049
- Others 105,649 65,068
Less : Interest Income (Gross)
- From Subsidiaries 12,064 19,740
- From Bank Deposits 3,740 2,641
- From Income Tax Refund - 12,323
- From Others 1,594 11,448
TOTAL 290,984 218,657
Tax deducted on source
Interest Income 831 2,299

SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts

A. SIGNIFICANT ACCOUNTING POLICIES

1. CONVENTION

The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the
applicable accounting standards notified under section 211 (3C) of the Companies Act, 1956 and the relevant provisions of the
Companies Act,1956. The Company follows the mercantile system of accounting and recognises income and expenditure on
accrual basis.

2. FIXED ASSETS AND DEPRECIATION

FIXED ASSETS

i) The fixed assets except as stated in (ii) below are stated at cost less accumulated depreciation. Cost of acquisition or
construction is inclusive of inward freight, duties and taxes and other incidental expenses.

ii) The fixed assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) have
been stated at an amount inclusive of appreciation arising on revaluation of the assets by an approved valuer on December
31, 1998. The method adopted for revaluation of the assets are as under:

a) Land: Prevailing market rate of land as on the date of revaluation.

b) Buildings, Indigenous Plant and Machinery, Furniture and Fixtures, Moulds and Dies: Replacement value.

84 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

The Company charges assets Costing less than Rs 5,000 to expense, which could otherwise have been included as Fixed
Asset, because the amount is not material in accordance with Accounting Standard 10 -'Accounting for Fixed Assets'.

DEPRECIATION

i) Depreciation on fixed assets except as stated in (ii) below, is provided from the month the asset is ready for commercial
production on a pro-rata basis at the SLM rates prescribed in schedule XIV to the Companies Act, 1956 or based on
useful life, whichever is higher. In accordance with the above policy the following assets are depreciated, at rates
higher than those prescribed in schedule XIV of the Companies Act, 1956:

Rate (%)
Computers 33.33
Vehicles 25.00
Furniture, fixtures & Office equipments 16.67
Electrical Installations 10.00
Specific Identified Plant & Machinery 25.00

ii) In respect of revalued assets, depreciation is being provided on the revalued amounts over the remaining useful life of
the assets at the SLM rates. Leasehold Land is amortized over the balance period of lease.

3. INVESTMENTS

Investments are classified into long term and current investments. Long-term investments are stated at cost. A provision for
diminution is made to recognise a decline, other than temporary, in the value of long term investments.

Current investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refers to the market
value of the investments arrived at on the basis of last traded prices as at the year-end.

4. INVENTORIES

Stores and spares, loose tools are valued at cost or net realizable value, whichever is lower.

Raw materials, components, finished goods and work in progress are valued at cost or net realizable value, whichever is lower.
The basis of determining cost for various categories of inventories is as follows:

i) Stores and Spares, Raw Materials and Components First in First Out (FIFO) method
ii) Work in Progress and Finished Goods Material cost plus appropriate share of labour and production
overheads.
iii) Tools Cost less amortization based on useful life of the items
ascertained on a technical estimate by the management

5. EMPLOYEE BENEFITS

The Company makes regular contributions to the State administered Provident Fund which is charged against revenue. The
Company provides for long term defined benefit schemes of gratuity and compensated absences on the basis of actuarial
valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the
benefits through annual contributions to Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme. The

22nd Annual report 2008-09 85


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

actuarial valuation of the liability towards the defined benefits of the employees is made on the basis of assumptions with
respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions
to LIC. The Company recognises the actuarial gains and losses in the profit and loss account in the period in which they occur.

6. REVENUE RECOGNITION

Sales are recognised upon the transfer of significant risks and rewards of ownership to the customers.

Revenue from services is recognised as per the terms of the agreement, as the services are rendered and no significant
uncertainty exists regarding the amount of consideration.

Interest Income is recognised on a proportion of time basis taking into account the principal outstanding and the rate applicable.

7. FOREIGN EXCHANGE TRANSACTIONS

Transactions involving foreign currencies are recorded at the exchange rate prevailing on the transaction date. Foreign currency
monetary items are translated at the exchange rate prevailing at the balance sheet date and the gain/loss arising on such
translation is charged to the profit and loss account. Premium or discount arising at the inception of a forward exchange
contract is amortized as expense or income over the life of contract.

8. BORROWING COSTS

The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. an asset that
necessarily takes a substantial period of time to get ready for its intended use, is charged to revenue in the period in which they
are incurred.

The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised
as part of the cost of that asset.

9. LEASES

Lease rental in respect of operating lease arrangements are charged to expense when due as per the terms of the related
agreement on a straight-line basis over the lease period.

Lease rentals in respect of finance lease transactions entered into prior to 31st March 2001 is charged to expense when due as
per the terms of the related agreement. Finance lease transactions entered into after this date are considered as financing
arrangements and the leased asset is capitalised at an amount equal to the present value of future lease payments and a
corresponding amount is recognised as a liability. The lease payments made are apportioned between finance charge and
reduction of outstanding liability in relation to leased asset.

10. TAXATION

Current Tax

Current tax is provided on the basis of tax payable on estimated taxable income computed in accordance with the applicable
provisions of Income tax Act, 1961 after considering the benefits available under the said Act.

86 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

Deferred Taxes

In accordance with Accounting Standard 22 - Accounting for Taxes on Income, issued by the Institute of Chartered Accountants
of India, the deferred tax for timing differences between the book and tax profits for the year is accounted for using the tax
rates and laws that have been enacted or substantially enacted as of the balance sheet date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future;
however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised
only if there is virtual certainty of realisation of such assets.

Fringe Benefit Tax

Fringe benefit tax is determined based on the liability computed in accordance with relevant tax rates and tax laws.

11. EARNINGS PER SHARE (EPS)

The earnings considered in ascertaining the Company's EPS comprises the net profit after tax (and includes the post tax effect
of any extra ordinary items) attributable to equity shareholders. The number of shares used in computing Basic EPS is the
weighted average number of shares outstanding during the year. The diluted EPS is calculated on the same basis as basic EPS,
after adjusting for the effect of potential dilutive equity shares.

12. IMPAIRMENT OF ASSETS

Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable
amount is higher of an asset's net selling price, and its value in use. Value in use is the present value of estimated future cash
flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

13. PROVISIONS AND CONTINGENT LIABILITIES

A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a
contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require
an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of
outflow of resources is remote, no provision or disclosure is made.

14. USE OF ESTIMATES

In the preparation of the financial statements, the management of the Company makes estimates and assumptions in conformity
with the applicable accounting principles in India that affect the reported balances of assets and liabilities and disclosures
relating to contingent assets and liabilities, as at the date of the financial statements and reported amounts of income and
expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee
retirement benefit plans, income taxes, the useful lives of fixed assets and intangible assets and estimates for recognising
impairment losses.

These estimates could change from period to period and also the actual results could vary from the estimates. Appropriate
changes are made to the estimates as the management becomes aware of changes in circumstances surrounding these estimates.
The changes in estimates are reflected in the financial statements in the period in which changes are made and, if material,
their effects are disclosed in the notes to the financial statements.

22nd Annual report 2008-09 87


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

B. NOTES TO THE ACCOUNTS

1. Contingent Liabilities
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
a) In respect of Excise 1 13,803 12,265
b) In respect of Customs 444 444
c) In respect of Entry Tax 8,186 2,667
d) In respect of Sales Tax 13,505 13,784
e) In respect of Service Tax 4,581 3,545
f) In respect of Stamp Duty 4,754 1,804
g) In respect of Income Tax 3,557 1,588
h) In respect of Labour Cases 15,850 14,891
i) The Company has given corporate guarantee in respect of :
i) Subsidiary Company 1,117,221 75,915
j) Bank Guarantees / Letter of Credit furnished by the Company 59,174 46,015
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.

2. Outstanding Capital Commitments


(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
Unexpired amount of the contracts on capital accounts and not
provided for (net of advances) 375,704 465,391

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 are listed in the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Bonds are convertible
either at the option of the holder at any time on or after August 24, 2005 (or such earlier date as is notified to the holders of
the Bonds by the Company) upto July 6, 2010 by holders 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") of
Rs.74.32 per Share with a fixed rate of exchange on conversion of Rs. 52.01 = Euro 1.00. The Conversion Price is subject to
adjustment in certain circumstances.

88 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

The Bonds may otherwise 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 may also 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 is outstanding.

The Bonds may also 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 will be redeemed by the Issuer in Euros on July
16, 2010 at 126.77 per cent of its principal amount.

The issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such time
as the Shares cease 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 4.6 million, in the financial year ended
March 31, 2008, the outstanding balance as on March 31, 2009 is Euro 45,700,000.

2
Revised from Rs. 111.45, in accordance with the terms of issue, consequent to the issue of bonus shares by the Company.

4. On March 6, 2009 , Samvardhana Motherson Visiocorp Solution Limited (SMVSL), incorporated in Jersey, 95 % owned by
Samvardhana Motherson Global Holding Limited (SMGHL), together with its subsidiaries acquired all the subsidiaries of Visiocorp
Plc. (in administration) for a cash consideration of Euro 24.77 Million and issue of consideration shares amounting to Euro
1.5 Million to the lenders of the erstwhile Visiocorp Group. SMGHL is a joint venture between the Company and Samvardhana
Motherson Finance Limited through its overseas 100% Subsidiary MSSL Mauritius Holdings Limited, which holds 51% in
SMGHL.

5. 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. 2,403 thousand (Previous year Rs. 3,270 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.

6. The management based on the review of future business plans has estimated the value in use/ recoverable value lower than
the carrying value of the certain fixed assets and consequently recognised an impairment loss to the extent of the carrying
value of such assets amounting to Rs. 11,066 thousand. In the previous year the Company had impaired certain fixed assets
included in capital work in progress having value of Rs 28,807 thousand.

22nd Annual report 2008-09 89


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

7. (a) During the year the Company has made a provision amounting to Rs. 110,000 thousand for diminution in the value of its
investment in Balda Motherson Solution India Limited consequent to impairment recognized by Balda Motherson Solution
India Limited in its financial statements for the year ended on March 31, 2009.

(b) The Board of Directors' on June 29, 2009 have approved the purchase of Minority Interest of 43.87% in its Subsidiary
Motherson PUDENZ WICKMANN Limited (MPWL). MPWL has a net sales of Rs.264 Lakhs and profit after tax of Rs. 42
Lakhs for the year ended March 31, 2009.

8. Managerial Remuneration:
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 20093,4 March 31, 2008 3
a) Salaries and other allowances 5,364 4,483
b) Contribution to provident and other funds 460 400
c) Perquisites 2,420 1,932
d) Directors Sitting Fees 500 520
Total 8,744 7,335

3
As the employee-wise break up of gratuity and leave encashment is not ascertainable, the amount related to one of the
directors has not been included in the above particulars.

4
Includes remuneration amounting to Rs. 3,041 thousand paid to Whole time Director, being a non-resident whose appointment
is subject to Central Government approval, for which the Company has filed necessary application and approval is awaited.

9. Payment to Auditors
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
a) Statutory Audit Fees 4,425 3,425
b) Taxation Matters 300 300
c) Reimbursement of expenses 284 273
d) Others (certification charges and other services) 350 350
Total 5,359 4,348

10. Value of imports on CIF Basis in respect of


(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
a) Raw Material 3,486,570 3,799,236
b) Capital Goods 387,864 556,127
c) Spare Parts 55,156 40,403

90 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

11. Expenditure in foreign currency on account of: (Cash Basis) (Net of Taxes)
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
a) Royalty 61,732 42,796
b) Travelling 33,451 56,057
c) Interest 16,032 11,770
d) Professional Fee 89,583 49,721
e) Technical Assistance Fees 6,564 21,113
f) Rent 9,015 8,883
g) Salaries and other allowances 27,921 17,145
h) Computer and Software Expenses 2,016 3,808
i) Others (includes training, bank charges, reimbursements etc.) 65,725 38,946

12. Value of imported and indigenous consumed and percentage of each to total consumption:

A. Raw Materials and Components

Particulars Year ended March 31, 2009 Year ended March 31, 2008
(%) (Rs. in (%) (Rs. in
Thousands) Thousands)
a) Imported 41 3,165,778 43 3,368,521
b) Indigenous 59 4,486,522 57 4,431,509
Total 100 7,652,300 100 7,800,030

B. Stores & Spares

Particulars Year ended March 31, 2009 Year ended March 31, 2008
(%) (Rs. in (%) (Rs. in
Thousands) Thousands)
a) Imported 16 22,998 22 33,162
b) Indigenous 84 125,490 78 117,781
Total 100 1,48,488 100 150,943

22nd Annual report 2008-09 91


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

13. Actual Production, opening stock, closing stock and sales:

A. Quantity
(Numbers in Thousands)
Year ended March 31, 2009 Year ended March 31, 2008
Wiring High Plastic Wires Wiring High Plastic Wires
Harness Tension Comp. Harness Tension Comp.
Cords Cords
(Nos.) (Nos.) (Nos.) (Kms.) (Nos.) (Nos.) (Nos.) (Kms.)
Opening Stock 496 - 716 10 385 - 759 21
Production 20,177 394 56,701 605 23,305 388 62,267 575
Total 20,673 394 57,417 615 23,690 388 63,026 596
Sales/Consumption 20,327 390 56,958 606 23,194 388 62,310 586
Closing Stock 346 4 458 9 496 - 716 10

B. Value
(Figures in Rs. Thousands)
Year ended March 31, 2009 Year ended March 31, 2008
Opening Sales (net) Closing Opening Sales (net) Closing
Stock Stock Stock Stock
Wiring Harness 151,679 8,962,231 94,710 101,135 8,789,081 151,679
High Tension Cords - 77,753 350 - 84,326 -
Plastic Comp. 42,652 3,203,989 34,557 44,144 3,112,258 42,652
Wires 48,346 514,497 41,304 87,919 515,682 48,346
5
Others 5,616 190,959 6,440 3,632 529,666 5,616
Total 248,293 12,949,429 177,361 236,830 13,031,013 248,293

5
Quantitative information in respect of value disclosed in others is not being given separately as the related revenue and
costs are less than 10% of total revenue and cost of the Company.

14. Earnings in foreign currency during the year:


(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
6
a) FOB Value of Exports 2,346,551 2,499,308
b) Interest Received
- from subsidiary 31,914 19,740
- from banks 787 2,648
c) Miscellaneous Income 8,559 3,351
d) Service Income 943 1,288
6
Includes Deemed Exports of Rs.57,710 thousand (Previous Year Rs 55,182 thousand)

92 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

15. Remittance in foreign currency during the year on account of dividend:

Year ended Year ended


March 31, 2009 March 31, 2008
a) Amount remitted (Rs. in Thousands) 176,936 131,064
b) No. of non-resident shareholders 2 2
c) No. of shares held by them (in thousands) 131,064 87,376
d) Year to which dividend pertains Year ended Year ended
March 31, 2008 March 31, 2007

16. Licensed and Installed Capacity:


(Figures in Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
a) Licensed Capacity N. A. N. A.
7
b) Installed Capacity of
(i) Wiring Harness (Nos.) N. A. N. A.
(ii) High Tension Cords (Nos.) N. A. N. A.
(iii) Rubber Components (M.T.) N. A. N. A.
(iv) Plastic Components (M.T.) N. A. N. A.
(v) Wires (Kms) N. A. N. A.
c) Actual Production of
(i) Wiring Harness (Nos.) 20,177 23,305
(ii) High Tension Cords (Nos.) 394 388
(iii) Plastic Components (M.T.) 56,701 62,267
(iv) Wires (Kms) 605 575

7
Not ascertainable as the products manufactured by the Company are of variable size & technical complexities.

17. Raw Materials and Components consumed during the year:


(Figures in Thousands)
Year ended March 31, 2009 Year ended March 31, 2008
Raw Materials and Components Qty Value Qty Value
a) Copper (M.T.) 4,830 1,570,803 5,209 1,708,910
8
b) Others 6,081,497 6,091,120
8
No single raw material or component account for more than 10% of total consumption.

22nd Annual report 2008-09 93


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

18. Earnings per share

Year ended Year ended


March 31, 2009 March 31, 2008
Weighted Average number of Equity Shares of Re. 1 /- each
(Previous Year Re 1/- each ) outstanding at the end of the year 355,553,800 353,404,456
Net profit after tax available for equity Shareholders (Rs in thousands) 695,409 1,281,917
Basic/ Diluted Earnings (in Rupees) Per Share of Re. 1/- each.
(Previous Year Re 1/- each ) 9 1.96 3.63
9
Potential conversion of Zero Coupon Currency Convertible Bonds issued is anti-dilutive and accordingly, has not been considered
in the calculation of diluted earnings per share.

19. Deferred Tax

(i) The break up and movement of net deferred tax liability for the year ended March 31, 2009 is as under:

(Figures in Rs. Thousands)

Timing differences on account of: As at (Credit)/ Charge As at


March 31, 2009 for the year March 31, 2008

Expenses charged in the financial


statements but allowable as deductions
in future years under the Income Tax Act
(to the extent considered realizable) (177,699) (59,384) (118,315)
Difference between depreciation as per
financial statements and depreciation as
per Income Tax Act 162,400 21,339 141,061
Net Deferred Tax Liability/ (Asset) (15,299) (38,045) 22,746

(ii) In view of the Company's past financial performance and future profit projections, the Company expects to fully recover
the Deferred Tax Assets.

20. The Company has the following provision in the books of accounts as on March 31,2009
(Figures in Rs. Thousands)

Description Opening Balance Additions Utilized / Reversed Closing Balance


during the year during the year
Warranty
Current Year 2,000 1,618 1,618 2,000
Previous Year 2,000 1,247 1,247 2,000

Warranty provision relates to the estimated outflow in respect of warranty for products sold by the Company. Due to the very
nature of such costs, it is not possible to estimate the timing/ uncertainties relating to the outflows of economic benefits.

21. 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:

94 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

(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 specified,
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.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as
below:
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
Gratuity Leave Gratuity Leave
encashment/ encashment
Compensated /Compensated
Absences Absences
Obligations at year beginning 78,133 25,312 62,732 18,326
Service Cost - Current 16,361 6,183 7,298 5,101
Interest Cost 5,895 1,767 3,310 1,324
Actuarial (gain) / loss 14,939 3,808 8,929 8,688
Benefit Paid (3,499) (2,092) (4,136) (8,127)
Obligations at year end 111,829 34,978 78,133 25,312
Change in plan assets
Plan assets at year beginning, at fair value 63,224 - 47,786 -
Expected return on plan assets 5,699 - 3,843 -
Actuarial gain / (loss) 1,174 - 1,688 -
Contributions 19,402 - 13,725 -
Benefits paid (3,330) - (3,818) -
Plan assets at year end, at fair value 86,169 - 63,224 -
Reconciliation of present value of the
obligation and the fair value of plan assets:
Present Value of the defined benefit
obligations at the end of the year 111,829 34,978 78,133 25,312
Fair value of the plan assets at the
end of the year (86,169) - (63,224) -
Liability recognised in the Balance Sheet 25,660 34,978 14,909 25,312
Defined benefit obligations cost for the year
Service Cost - Current 16,361 6,183 7,298 5,101
Interest Cost 5,895 1,767 3,310 1,324
Expected return on plan assets (5,699) - (3,843) -
Actuarial (gain) / loss 13,765 3,808 7,241 8,688
Net defined benefit obligations cost 30,322 11,758 14,006 15,113

22nd Annual report 2008-09 95


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

Investment details of plan assets

100% of the plan assets are lying in the Gratuity fund administered through Life Insurance Corporation of India (LIC)
under its Group Gratuity Scheme.

The principal assumptions used in determining post-employment benefit obligations are shown below:

2009 2008
Discount Rate 7.50 % 8.00 %
Future salary increases 6.25 %. 5.50 %.
Expected return on plan assets 9.25 %. 8.00 %.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market.

(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.82,123 thousand (Previous Year Rs. 97,366 thousand)

22. 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 Mideast (FZE)


MSSL Mauritius Holdings Limited
MSSL Ireland Private Limited
MSSL Handels GmbH
Motherson Electrical Wires Lanka Private Limited
MSSL (S) Pte Limited
Motherson PUDENZ WICKMANN Limited
MSSL (GB) Limited
MSSL GmbH
Motherson Sumi Wiring Systems Limited (FZC)
MSSL Tooling Limited (FZE)
Global Environment Management (FZC)
MSSL Australia Pty. Limited
Motherson Elastomers Pty Limited
Motherson Investments Pty Limited
Mothersonsumi Reiner GmbH
MSSL Polymers GmbH(formerly known as G&S KunststofftechnikGmbH)
Global Environment Management Australia Pty. Limited
MSSL Advanced Polymers s.r.o (formerly known as FP Formagrau s.r.o.)
Motherson Orca Precision Technology GmbH
MSSL Global Wiring Limited

96 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

MSSL s.r.l. Unipersonale


Samvardhana Motherson Global Holding Limited
Samvardhana Motherson Visiocorp Solution Limited
Elemental Growth Limited
Horizon field Limited
Visiocorp Holding Germany GmbH
Visiocorp Automotive GmbH
Visiocorp Poong Jeong Co Limited
Visiocorp Hyosang Limited
Visiocorp Holding Australia Pty Limited
Visiocorp Australia Pty Limited
Visiocorp Taree Pty Limited
Visiocorp Hungary BT
Visiocorp Grundbesitz GmbH & Co. KG
Visiocorp Group Services GmbH
Visiocorp Management UK Limited
Portchester Limited
Visiocorp UK Limited
Visiocorp Automotive Valencia S.A.U.
Visiocorp Services UK Limited
Visiocorp Holding USA LLP
Visiocorp International USA Inc.
Visiocorp USA Inc.
Visiocorp France S.A.
Visiocorp Motherson Limited (w.e.f. March 6, 2009)
Visiocorp Automotive Yancheng Co Limited
Visiocorp Automotive Beijing Co Limited
Visiocorp Holding Hungary KFT
Visiocorp Espana S.A.U.
Visiocorp Mexico S.A. de C.V.
Visiocorp Servicios S.A. de C.V.
Visiocorp Verwaltungsgesellschaft GmbH
Visiocorp Patents SARL
Visiocorp Beteiligungs GmbH

II. Other Related Parties


a. Joint Ventures:
Kyungshin Industrial Motherson Limited
Visiocorp Motherson Limited (till March 5, 2009)
Balda Motherson Solution India Limited
Woco Motherson Elastomer Limited
Woco Motherson Advanced Rubber Technologies Limited
Woco Motherson Limited (FZC)
Calsonic Kansei Motherson Auto Products Limited
Ningbo Visiocorp Huaxiang Automotive Mirrors Co. Limited

22nd Annual report 2008-09 97


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

b. Associate Companies:

Saks Ancillaries Limited

c. Key Management Personnel:

i) Board of Directors:

Mr. V C Sehgal
Mr. Toshimi Shirakawa
Mr. Toshihiro Watanabe (w.e.f June 2, 2008)
Mr. M S Gujral
Mr. Bimal Dhar
Mr. H Murai
Maj. Gen Amarjit Singh (Retd)
Mr. Pankaj Mital
Mr Arjun Puri
Mr. Toshihide Ano
Mr. A. Yamauchi (upto June 1, 2008)

ii) Other Key Management Personnel:

Mr. Vivek Avasthi


Mr. Ravindra Mathur
Mr. G.N. Gauba
Mr. N Ramanathan

iii) Relatives of Key Management Personnel:

Mr. Laksh Vaaman Sehgal (Appointed Director w.e.f. April 30, 2009)
Ms. Renu Sehgal
Ms. Vidhi Sehgal
Ms. Geeta Soni
Ms. Neelu Mehra
Ms. Padma Avasthi
Mr. Harjit Singh
Ms. Upkar Gujral
Ms. Subina Avasthi

d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:

Motherson Auto Limited


Motherson Air Travel Agencies Limited
Ganpati Auto Industries
South City Motors Limited
ASI Motherson Communication Solutions Limited
Motherson Techno Tools Limited
Sumi Motherson Innovative Engineering Limited
SWS India Management Support & Service (P) Limited
Vaaman Auto Industries
A Basic Concepts Design India Private Limited

98 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

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
NACHI Motherson Tool Technology Limited
Motherson
Samvardhana Motherson Finance Limited
A Basic Concepts Design Pty Limited
ATAR Mauritius Private Limited
Motherson Auto Solutions Private Limited
Motherson Machinery and Automations Private Limited
Spheros Motherson Thermal System Limited
Matsui Technologies India Limited
Motherson Moulds and Diecasting Limited
Webasto Motherson Sunroofs Limited
Anest Iwata Motherson Limited
Field Motor Private Limited
AES (India) Engineering Limited
Miyazu Motherson Engineering Design Limited
Anest Iwata Motherson Coating Equipment Limited
Nissin Advance Coating Indo Company Limited.
Magnetti Marelli Motherson Holding India BV
Magnetti Marelli Motherson Auto System Limited
Samvardhana Motherson Finance Services Cyprus Limited
Motherson Zanotti Refrigeration System Limited
Motherson TimeTooth Technologies Limited
Samvardhana Motherson Finance Services Inc.
Motherson TimeTooth 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.

e. Joint Venturer:
Sumitomo Wiring Systems Limited, Japan
Wilhelm Pudenz GmbH, Germany
Visiocorp Plc, UK (Upto March 06, 2009)
Kyungshin Industrial Co., Korea
Woco Franz Josef Wolf Holding GmbH, Germany
Balda AG, Germany
Calsonic Kansei Corporation, Japan
E-Compost Pty. Limited, Australia
Dermotech GmbH, Germany

22nd Annual report 2008-09 99


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

III. Details of transactions, in the ordinary course of business at commercial terms, and balances with related parties as
mentioned in I & II above:
(Figures in Rs. Thousands)
S. Particulars Parties mentioned in Parties mentioned in Parties mentioned in Parties mentioned Parties mentioned
No. 22 (I) above 22 (II) (a) above 22 (II) (b) & (d) above in 22 (II) (e) above in 22 (II) (c) above
Current Previous Current Previous Current Previous Current Previous Current Previous
Year year Year year Year year Year year Year year
1 Sale of Goods 467,113 567,302 576,296 460,033 47,831 19,157 351,351 387,550 36 -
2 Rendering of
Services 2,380 2,805 181,390 93,705 23,919 19,237 - - - -
3 Sale of Fixed Assets 149 - 252 - - 59 - - - -
4 Purchase of Goods 475,927 612,132 35,327 34,537 353,112 467,797 238,574 320,106 - -
5 Purchase of
Fixed Assets 24,628 3,957 - 8,680 123,734 22,944 1,042 1,760 - -
6 Purchase of Services 4,033 6,205 10,250 5,645 304,130 317,399 2,616 891 4,28710 3,282 10

7 Reimbursement (Net) 38,682 30,242 26,967 4,553 24,093 3,105 8,759 647 - -
8 Investments made
during the year11 2,017,740 - 39,886 192,806 - - - - - -
9 Purchase of Shares - - - - - - - - - -
10 Sale of Shares - - - - - - - - - -
11 Royalty - - - - - - 61,561 78,245 - -
12 Remuneration/Sitting
Fees of Directors - - - - - - - - 14,005 18,191
13 Interest Income 12,051 19,740 442 9,783 - - - - - -
14 Interest Expense 1,028 2,153 - - 907 1,167 - - - -
15 Dividend Paid - - - - 135,979 100,725 130,804 96,892 28,79212 21,384 12
16 Dividend Received - - 45,793 - 875 - - - - -
17 Advance given against
Equity/Preference Shares 42,749 361,131 - 11,739 - - - - - -
18 Advance Received back - - - - - - - - - -
against Equity/
Preference Share - 90,560 - -
19 Loans Received
during the year 2,000 32,500 - - 10,000 10,000 - - - -
20 Loans Given
during the year - 36,209 10,000 - - - - - - -
21 Loans Repaid
during the year 34,500 - - - 30,000 - - - - -
22 Loans Received back
13
during the year 361,499 51,689 13,314 143,806 - - - - - -
23 Security Deposits
Received - - 1,547 30,128 8,492 - - - - -
24 Security Deposits Repaid - - - 128 - - - - - -
Balances as at year end
25 Investments 2,113,700 95,960 678,508 638,622 38,230 38,230 - - - -
26 Advance given against
Equity/ Preference Shares 42,749 990,176 - 11,739 - - - - - -
27 Loans Payable - 32,500 - - - 20,000 - - - -
28 Loans Receivable
(after reinstatement) 10,683 336,095 - 3,314 - - - - - -
29 Advances Receivable 58,725 10,425 12,484 1,496 62,467 8,524 - - 96 -
30 Security Deposit Received - - 11,082 32,561 8,492 2,628 - - - -
31 Security Deposits Given - - - - 2,706 2,706 - - 542 542
32 Guarantees Closing 1,027,989 75,915 - - - - - - - -
33 Trade Payable 426,376 118,855 7,586 6,579 90,463 89,568 53,818 51,397 - 169
34 Trade Receivable 107,940 198,508 113,741 50,368 16,414 3,805 28,373 31,898 - -
10
Rent of Rs 4,287 thousand (Previous Year Rs.3,282 thousand) paid to Mr. V.C Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Renu Sehgal, Ms. Vidhi Sehgal .
11
Include investment in shares amounting to Rs. 1001,915 thousand allotted during the year against advances given in the previous year.
12
Dividend of Rs. 28,792 thousand (Previous Year Rs. 21,384 thousand) paid to Mr. V. C. Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Neelu Mehra, Ms. Geeta Soni, Ms. Vidhi
Sehgal, Mr. Pankaj Mital, Mr. M.S. Gujral, Mr. G.N.Gauba, Mr. Vivek Avasthi, Ms. Renu Sehgal, Ms. Padma Avasthi, Ms. Subina Avasthi, Mr. Harjit Singh.
13
Loan outstanding amounting to Rs 13,314 thousand converted into share application money.

100 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

23. SEGMENT INFORMATION

a) Information about Primary Business Segments

(Figures in Rs. Thousands)


Automotive Non automotive Unallocated Total
Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
Segment
revenue
External 11,685,336 12,117,752 1,470,022 1,494,325 280,412 13,187 13,435,770 13,625,264
Inter-segment 113,901 146,870 - - - - 113,901 146,870
Total revenue 11,571,435 11,970,882 1,470,022 1,494,325 280,412 13,187 13,321,869 13,478,394
Results
Segment result 1,079,659 1,687,554 124,273 159,907 - - 1,203,932 1,847,461
Interest expense
(net of Interest
income) - - - - 290,984 218,657 290,984 218,657
Other
Unallocable
(net of Income) - - - - 60,492 (13,189) 60,492 (13,189)
Profit before
taxation - - - - - - 852,456 1,641,993
Provision for
taxation - - - - 157,047 360,076 157,047 360,076
Net profit
after tax - - - - - - 695,409 1,281,917
Other items
Segment assets 9,595,250 8,553,418 1,103,082 1,185,656 3,151,072 2,539,159 13,849,404 12,278,233
Segment
liabilities 2,489,454 1,641,508 301,686 544,566 6,396,37214 6,087,672 9,187,51214 8,273,746
Capital
expenditure 1,036,044 1,327,059 63,726 234,317 - - 1,099,770 1,561,376
Depreciation
& Impairment 480,761 443,012 64,383 57,617 - - 545,144 500,629
Amortization
of Premium
on Redemption
of Zero Coupon
Foreign currency
convertible bonds - - - - 154,524 165,049 154,524 165,049
14
Does not include proposed dividend and tax thereon

22nd Annual report 2008-09 101


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

b) Information about Secondary Business Segment

15
India Outside India Unallocated Total
Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
Revenue by
geographical
markets
External 10,496,740 10,854,572 2,544,716 2,610,635 280,413 13,187 13,321,869 13,478,394
Total 10,496,740 10,854,572 2,544,716 2,610,635 280,413 13,187 13,321,869 13,478,394
Carrying 10,134,084 8,759,603 564,249 873,506 3,151,071 2,645,124 13,849,404 12,278,233
amount of
segment assets
Addition to 1,091,413 1,561,127 8,357 249 - - 1,099,770 1,561,376
fixed assets

15
Includes Europe, America, Asia Pacific, Middle East and Australia

c) Composition of Business Segments

The Company is organized into two main business segments, namely:

Automotive Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components,
Cockpit Assembly
Non Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components for white goods, Household
Wires, Plates, Aerobin

d) Inter Segment Transfer Pricing

Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and
business risks, with an overall optimisation objective for the Company.

24. Interests in Joint Ventures:

The Company's interests, as a venture, in jointly controlled entities as at March 31, 2009 are:

Name of the Company Country of % Voting power % Voting power


Incorporation held as at held as at
March 31, 2009 March 31, 2008
Kyungshin Industrial Motherson Limited India 50% 50%
Visiocorp Motherson Limited (formerly
Schefenacker Motherson Limited) India 49% 49%
Balda Motherson Solution India Limited India 40% 40%
Woco Motherson Elastomer Limited India 33.33% 33.33%
Woco Motherson Advanced Rubber
Technologies Limited India 33.33% 33.33%
Calsonic Kansei Motherson Auto Products Limited India 49% 49%

102 Motherson Sumi Systems Limited


Schedules forming part of the Accounts
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts (Contd.)

The following amounts represent the Groups share of the assets and liabilities and revenue and expenses of the joint venture
and are included in the consolidated balance sheet and consolidated profit & loss account:

(Figures in Rs. Thousands)


Particulars March 31, 2009 March 31, 2008
Assets
Fixed Assets 539,299 613,814
Capital Work in Progress 4,712 20,965
Current Assets 836,826 1,078,676
Liabilities
Secured Loans 84,517 132,193
Unsecured Loans 34,153 23,387
Current Liabilities & Provisions 450,161 690,911
Deferred Tax (Net) 10,768 4,569
Reserves & Surplus 190,717 212,359
Revenue
Sales 3,420,030 2,197,380
Other Income 33,095 14,865
Expenditure 3,175,034 1,979,662
Profit before Tax 278,092 232,583
Provision for Tax 159,143 101,667
Profit after Tax 118,949 130,916
Contingent Liabilities
- In respect of Excise, Sales tax & Service tax matters 4,673 21,211
- Bank Guarantees 198,528 53,027
Capital Commitment 11,668 27,883

25. 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.

26. The corresponding figures of previous year have been regrouped, rearranged wherever necessary to conform to the current
year's classification.

for and on behalf of the Board

V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL


Vice Chairman Whole time Director Chief Operating Officer

Place : Noida G.N. GAUBA


Date : June 29, 2009 Co. Secretary & V.P. Finance

22nd Annual report 2008-09 103


Information pursuant to part IV of Schedule VI of the Companies Act, 1956
Balance Sheet Abstract and Company’s General Business Profile

I. Registration Details

Registration No. 2 6 4 3 1 State Code 5 5

Balance Sheet Date 3 1 0 3 2 0 0 9


Day Month Year

II. Capital Raised during the year (Amount in Rs. Thousands)

Public Issue N I L Right Issue N I L

Bonus Issue N I L Private Placement N I L


III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities 9 5 3 9 8 9 6 Total Assets 9 5 3 9 8 9 6

Sources of Funds

Paid-up Capital 3 5 5 5 5 4 Reserves & Surplus 3 8 0 2 7 9 8

Secured Loans 2 2 3 3 9 5 9 Unsecured Loans 3 1 4 7 5 8 5

Application of Funds

Net Fixed Assets 5 8 6 2 9 7 4 Investments 2 7 6 3 6 0 1


Net Current Assets 6 3 2 7 6 0 Misc. Expenditure 2 6 5 2 6 2
Accumulated Losses N I L Deferred Tax (Net) 1 5 2 9 9

IV. Performance of the Company (Amount in Rs. Thousands)

Turnover 1 3 3 2 1 8 6 9 Total Expenditure 1 2 4 6 9 4 1 3

Profit/Loss before Tax + 8 5 2 4 5 6 Profit/Loss after Tax + 6 9 5 4 0 9

Earning per share in Rs. 1 . 9 6 Dividend Rate % 1 3 5


V. Generic Names of three principal products/services of the Company (as per monetary terms)

Product Description Item Code

Integrated Wiring Harness 8 5 4 4 . 9 0


Rubber Components 4 0 1 6 0 0 0 0

PVC Insulated Wire 8 5 4 4 . 9 0

for and on behalf of the Board

V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL


Vice Chairman Whole time Director Chief Operating Officer

Place : Noida G.N. GAUBA


Date : June 29, 2009 Co. Secretary & V.P. Finance

104 Motherson Sumi Systems Limited


Statement Pursuant to Section 212 of the Companies Act, 1956 Relating to Subsidiary Companies
Name of the Subsidiary Companies
Particulars MSSL Motherson MSSL GmbH MSSL Motherson MSSL Motherson MSSL s.r.l. MSSL MSSL MSSL MSSL Ireland Global Global MSSL (S) MSSL MSSLHandels Motherson MSSL Global Motherson Motherson Motherson
Mideast Sumi Wiring Polymers sumi Reiner Advanced Orca Unipersonale GB Ltd. Mauritius Tooling Private Environment Environment Pte Ltd Australia GmbH Electrical Wiring PUDENZ Investments Elastomers
(FZE) System (FZC) GmbH GmbH Polymers s.r.o Precision Holdings (FZE) Limited Management Management Pty Limited Wires Lanka Limited WICKMANN Pty Limited Pty Limited
Technology Limited (FZC) Australia (Pvt.) Ltd Limited
GmbH Pty Limited

The financial year of the March 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, March 31, March 31, March 31, March 31, March 31, March 31, December 31, December 31,
Subsidiary Companies ended on 2009 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2009 2008 2009 2009 2009 2009 2008 2008
Number of shares held in 1 Equity 4,080,000 250,000 1 Equity 1 Equity 1 Equity 1 Equity 1 Equity 1,000 Equity 525,000 Equity 1500 Equity 5,000 Equity 75,100 Equity 2 Equity 100,000 equity 8,000 Euqity 1 Equity share 1,456,202 50,000 equity 1,403,226 100 Equity 100 Equity
Subsidiary Company as Share Equity shares Equity shares share of share of share of share of share of shares of GBP share of EURO Shares of share of EURO shares of AED shares of AUD shares of S$ shares of of EURO Equity Shares shares of equity shares shares of shares of
on above date: of AED of EURO 1 of EURO 1 EURO 51,200 EURO 200,000 EURO 72,900 EURO 51,000 EURO 10,000 1 each held by 1 each and AED 100 each 10 each held 1 each 1 each held 1 each and AUD 1 each 35,000 each of SLR. 10 Rs 10 each of Rs 10 each AUD 1 each AUD 1 each
150,000 each held by each held by each held by each held by each held by each held by each held by MSSL Mideast 399,790 equivalent to by MSSL equivalent to by Global 13,000,000 and 2,792,000 each held by MSSL held by MSSL
equivalent MSSL Mideast MSSL Mideast MSSL GmbH MSSL GmbH MSSL GmbH MSSL GmbH MSSL GmbH (FZE) preference EUR 32,504 Mauritius AUD 27,265 Environment preference s preference Australia Australia
to EURO (FZE) (FZE) share of EURO held by MSSL Holdings and 6,041,542 Management hare of shares of Pty Ltd Pty Ltd
46,875 and Limited Equity shares (FZC) S$ 1 each AUD 1
12,275,000 of AUD 1 each each held by
preference held by MSSL MSSL (S)
share of Mauritius Pte Ltd.
EURO 1 each Holdings
Limited

- Equity (Nos.) 1 8,000,000 250,000 1 1 1 2 1 1,000 525,000 1,500 5,000 7,700,000 2 100,000 10,000 1 1,456,202 50,000 2,500,000 100 100
- Extent of Holding (%) 100% 51% 100% 100% 100% 100% 51% 100% 100% 100% 100% 100% 78.82% 100% 100% 80% 100% 100% 100% 56.13% 100% 100%
- Preference (Nos.) 12,275,000 - - - - - - - 399,790 - - - 13,000,000 3,490,000
- Extent of Holding (%) 100% - - - - - - - 100% - - - 100% 80%
Net aggregate amounts of
profits/ (losses) of the
Subsidiary Companies so
far as those profits are dealt
with, or provision is made
for those losses in the
Accounts of the Holding
Company
(Figures in thousands)
- Profits/Losses of the
Subsidiary Companies for
the financial year ended
March 31, 2009 Euro 5,687 Euro (240) Euro (1,944) Euro 499 - Euro (106) Euro (333) Euro (12) GBP (125) Euro (914) Euro (144) Euro 131 Aud (671) Aud (1,210) SGD (936) Aud 324 Euro 4 USD 5,420 Rs (4,026) Rs 4,154 Aud (39) Aud 269
Rs 382,138 Rs (16,156) Rs (130,644) Rs 33,517 - Rs (7,132) Rs (22,406) Rs 820) Rs (9,053) Rs (61,425) Rs (9,653) Rs 8,793 Rs (23,538) Rs (42,454) Rs (31,178) Rs 11,367 Rs 237 Rs 274,910 Rs (4,026) Rs 4,154 Rs (1,358) Rs 9,445
- Profits for the previous
financial years of the
Subisidiary Companies
since it became a subsidiary
of the Holding Company Euro 16,912 Euro (470) Euro (6,983) Euro 1,350 - Euro 1,223 - - GBP (265) Euro 340 Euro (2,254) Euro (430) Aud (1,846) Aud (2,913) SGD 774 Aud 1,329 Euro (112) USD 7,156 - Rs 32,305 Aud (50) Aud 2,096
Rs 1,136,285 Rs (31,581) Rs (469,175) Rs 90,733 - Rs 82,167 - - Rs (19,239) Rs 22,813 Rs (151,446) Rs (28,881) Rs (64,788) Rs (102,210) Rs 25,776 Rs 46,635 Rs (7,512) Rs 362,950 - Rs 32,305 Rs (1,740) Rs 73,542
Net aggregate amount of
profits / (losses) of the
Subsidiary Companies
so far as it concerns
the members of the Holding
Company and is not
dealt in the accounts of the
Holding Company.
- Profits of the Subsidiary
Companies for the
financial year ended
31st March, 2009 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
- Profits for the previous
financial year of the
Subsidiary Companies
since it became a subsidiary
of the Holding Company Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Changes in the interest of
the Holding Company in
the subsidiary between the
end of the financial year of
the subsidiary and that
of the Holding Company NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Material changes between
the end of the financial year
of the subsidiary and that
of the Holding Company NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA

* Indian Rupee figures have been arrived at by applying the year end interbank exchange rate, Euro 1= Rs 67.19, SGD 1 = Rs 33.32, AUD $ 1 = Rs 35.09, GBP 1 = Rs 72.66,

for and on behalf of the Board

V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL


Vice Chairman Whole Time Director Chief Operating Officer

Place: Noida G.N. Gauba


Date : June 29, 2009 Co. Secretary & V.P. Finance

22nd Annual report 2008-09


105
106
Statement pursuant to exemption received under Section 212 (8) of the Companies Act, 1956 relating to subsidiary companies
(Figures in Rs.Thousands)

S.No Name of the Company MSSL Reporting Exchange Share Reserve and Total Net Fixed Investment Total Assets Sales PBT Taxation PAT
Holding Currency Rate Capital Surplus Liabilities Assets
as at
31/03/2009
1 MSSL Mauritius Holdings Limited 100% EUR 67.19 62,137 (38,612) 24,008 - 4,374 24,008 - (61,425) - (61,425)
2 MSSL Mideast (FZE) 100% EUR 67.19 827,907 1,519,998 2,518,801 82,892 1,362,214 2,518,801 1,413,108 382,138 - 382,138
3 Motherson Electrical Wires Lanka
Pvt. Limited 100% USD 50.72 7,700 701,708 727,098 54,038 - 727,098 1,221,890 275,722 813 274,910

Motherson Sumi Systems Limited


4 MSSL Handels GmbH 100% EUR 67.19 2,352 (7,275) 4,530 52 - 4,530 1,072 237 - 237
5 MSSL (S) Pte Ltd 100% SGD 33.32 436,492 (5,401) 433,763 46,336 391,853 433,763 9,695 (28,245) 2,932 (31,178)
6 Motherson PUDENZ WICKMANN
Limited 56.13% INR 1.00 25,000 37,360 65,883 1,855 - 65,883 26,389 4,806 652 4,154
7 MSSL Global Wiring Limited 100% INR 1.00 34,100 (4,026) 79,352 71,692 - 79,352 - (4,026) - (4,026)
2
8 MSSL GmbH 100% EUR 67.19 16,798 (142,255) 441,364 73,621 238,814 441,364 71,668 (130,644) - (130,644)
2
9 MSSL (GB) Limited 100% GBP 72.66 73 (28,292) 103,756 3,842 - 103,756 291,838 (8,771) 282 (9,053)
10 Motherson Sumi Wiring System
Limited (FZC) 2 51% EUR 67.19 537,520 (47,737) 960,546 345,116 - 960,546 2,042,954 (16,156) - (16,156)
4
11 MSSL Ireland Private Limited 100% EUR 67.19 3,360 (20,088) 7,217 476 - 7,217 28,209 8,793 - 8,793
2
12 MSSL Tooling Limited (FZE) 100% EUR 67.19 270,944 (161,099) 201,721 52,460 - 201,721 271,416 (9,653) - (9,653)
13 Global Environment
Management (FZC) 4 78.82% AUD 35.09 168,054 (88,326) 155,868 - 0.07 155,868 30,390 (23,538) - (23,538)
5
14 MSSL Australia Pty Limited 80% AUD 35.09 122,815 58,002 473,406 1,948 7 473,406 6,716 16,006 4,639 11,367
3
15 MSSL Polymers GmbH 100% EUR 67.19 3,440 137,688 318,989 45,114 - 318,989 835,292 32,933 (584) 33,517
3
16 Motherson Sumi Reiner GmbH 100% EUR 67.19 13,438 87,011 136,572 62,942 - 136,572 82,766 12 12 (0)
3
17 MSSL Advanced Polymers s.r.o 100% CZK 2.53 4,898 78,459 177,415 47,793 - 177,415 355,775 (8,748) (1,616) (7,132)
18 Motherson Orca Precision
Technology GmbH 3 51% EUR 67.19 6,719 111,974 157,085 8,602 - 157,085 493,887 (22,406) - (22,406)
3
19 MSSL s.r.l. Unipersonale 100% EUR 67.19 672 (820) 956 - - 956 - (820) - (820)
20 Global Environment Management
Australia Pty Limited 6 100% AUD 35.09 0.07 (144,664) 16,311 223 - 16,311 51,650 (42,454) - (42,454)
7
21 Motherson Elastomers Pty Limited 100% AUD 35.09 4 82,986 576,890 131,744 - 576,890 1,116,308 10,825 1,380 9,445
7
22 Motherson Investments Pty Limited 100% AUD 35.09 4 (3,098) 162,569 159,787 - 162,569 - (2,311) (953) (1,358)

Notes
1
As required under Para VI of the approval dated July 10, 2009 - issued by Ministry of Company Affairs , Indian rupees equivalents of the figures in the foreign currencies in the accounts of subsidiary companies has been given
based on year end interbank exchange rates.
2
Subsidiary of MSSL Mideast (FZE)
3
Subsidiary of MSSL GmbH
4
Subsidiary of MSSL Mauritius Holdings Ltd
5
Subsidiary of MSSL (S) Pte Ltd
6
Subsidiary of Global Environment Management (FZC)
7
Subsidiary of MSSL Australia Pty Limited
Auditors' Report
To the Board of Directors of auditors, whose reports have been furnished to us and our
Motherson Sumi Systems Limited opinion, insofar as it relates to the amounts included in respect
of these subsidiaries, joint ventures and associate, is based
1. We have audited the attached Consolidated Balance Sheet solely on the report of the other auditors.
of Motherson Sumi Systems Limited and its subsidiaries, joint
5. We report that the consolidated financial statements have
ventures and associate as at March 31, 2009, the Consolidated
been prepared by the Company in accordance with the
Profit and Loss Account for the year ended on that date
requirements of Accounting Standard 21, Consolidated
annexed thereto, and the Consolidated Cash Flow Statement
Financial Statements, Accounting Standard 23, Accounting
for the year ended on that date, which we have signed under
for Investments in Associates in Consolidated Financial
reference to this report. These consolidated financial
Statements and Accounting Standard 27, Financial Reporting
statements are the responsibility of the management. Our
of Interests in Joint Ventures issued by the Institute of
responsibility is to express an opinion on these consolidated
Chartered Accountants of India and on the basis of the
financial statements based on our audit.
separate audited financial statements of Motherson Sumi
2. We have conducted our audit in accordance with auditing Systems Limited and its subsidiaries, joint ventures and
standards generally accepted in India. Those Standards require associate, included in the consolidated financial statements.
that we plan and perform the audit to obtain reasonable
6. We refer to note on B-6 of Schedule XIII regarding managerial
assurance about whether the financial statements are prepared,
remuneration amounting to Rs.3,041 thousand for the
in all material respects, in accordance with an identified financial
current year paid to whole time director, being a non resident
reporting framework and are free of material misstatement.
whose appointment is subject to approval by the Central
An audit includes examining, on a test basis, evidence
Government.
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting In the event that the Central Government approval is not
principles used and significant estimates made by management, received, these amounts are to be refunded by such directors.
as well as evaluating the overall financial statement This would then result in profit after taxation for the year to
presentation. We believe that our audit provides a reasonable be Rs. 2,213,996 thousand (as against reported figure of Rs.
basis for our opinion. 2,211,989 thousand), credit balance of Profit and Loss
Account to be Rs.3,934,609 thousand (as against the reported
3. The consolidated financial statements of Motherson Sumi figure of Rs. 3,932,602 thousand), net Current Assets to be
Systems Limited include the consolidated financial statements Rs..3,171,744 thousand (as against the reported figure of
of Samvardhana Motherson Visiocorp Solution Limited Rs.3, 168,703 thousand).
(SMVSL), a subsidiary of the Company. SMVSL's consolidated
financial statements, prepared under International Financial 7. On the basis of the information and explanations given to us
Reporting Standards, have been audited by another firm of and on consideration of the separate audit reports on individual
auditors. The aforesaid consolidated financial statements of audited financial statements of Motherson Sumi Systems
SMVSL, for the purpose of consolidation have been converted, Limited and its aforesaid subsidiaries, joint ventures and
to the extent required, to make them conform to the associate, and subject to our comments in paragraph 6 above
accounting principles generally accepted in India, by the in our opinion, the consolidated financial statements give a
management of the Company. These statements, converted true and fair view in conformity with the accounting principles
to Indian generally accepted accounting principles, have been generally accepted in India:
reviewed by another firm of Chartered Accountants in India, (a) in the case of the consolidated balance sheet, of the
whose review report on such conversion was furnished to us. consolidated state of affairs of Motherson Sumi Systems
Our opinion, in so far as it relates to the amounts included in Limited and its subsidiaries as at March 31, 2009;
respect of SMVSL, is based solely on the audit report of other
auditor and the review report furnished to us. The consolidated (b) in the case of the consolidated profit and loss account, of
financial statements of SMVSL reflect total assets of Rs. the consolidated results of operations of Motherson Sumi
18,541,314 thousand as at March 31, 2009, total revenues Systems Limited and its subsidiaries for the year ended
Rs. 4,356,732 thousand and net cash outflow from operating on that date; and
activities of Rs.865, 305 thousand for the year then ended. (c) in the case of the consolidated cash flow statement, of the
4. Further , we also did not audit the financial statements of consolidated cash flows of Motherson Sumi Systems Limited
certain subsidiaries, joint ventures and associate, who and its subsidiaries for the year ended on that date.
collectively in these financial statements reflect total assets of Kaushik Dutta
Rs. 5,274,770 thousand as at March 31, 2009, total revenues Partner
of Rs. 5,918,422 thousand and net cash inflow from operating Membership No. F 88540
activities of Rs. 439,741 thousand for the year ended on that For and on behalf of
date. These financial statements have been audited by other Place: Noida Price Waterhouse
Date: June 29, 2009 Chartered Accountants

22nd Annual report 2008-09 107


Consolidated Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
Schedule As at As at
March 31, 2009 March 31, 2008
SOURCES OF FUNDS
Shareholders' Funds
Share Capital I 355,554 355,554
Reserves & Surplus II 7,475,548 5,003,153
7,831,102 5,358,707
Minority Interest
Capital 1,622,841 252,322
Reserves 377,274 (26,551)
Loan Funds
Secured Loans III 5,590,611 1,749,941
Unsecured Loans IV 3,360,316 3,141,274
Deferred tax liability(net) (Refer B (9) of Schedule XIII) 145,021 40,136
TOTAL 18,927,165 10,515,829
APPLICATION OF FUNDS
Fixed Assets
Gross Block V 30,175,446 9,491,662
Less: Depreciation 16,275,691 3,460,338
Net Block 13,899,755 6,031,324
Capital Work in Progress 1,512,239 282,179
15,411,994 6,313,503
Investments VI 81,206 49,637
Current Assets, Loans and Advances VII
Inventories 6,111,514 2,893,381
Sundry Debtors 6,132,272 3,287,397
Cash & Bank Balances 2,766,232 953,550
Loans & Advances 4,129,470 1,904,742
19,139,488 9,039,070
Less: Current Liabilities & Provisions VIII
Current Liabilities 12,286,000 3,667,429
Provisions 3,684,785 1,638,738
15,970,785 5,306,167
NET CURRENT ASSETS 3,168,703 3,732,903
Miscellaneous Expenditure (To the extent not written off or adjusted) IX 265,262 419,786
TOTAL 18,927,165 10,515,829
Significant Accounting Policies and Notes forming part of the Accounts XIII

This is the Consolidated Balance Sheet The schedules referred above form integral part of the Consolidated Balance Sheet
referred to in our report of even date
for and on behalf of the Board
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009

108 Motherson Sumi Systems Limited


Consolidated Profit and Loss Account for the year ended March 31, 2009
(Figures in Rs. Thousands)
Schedule For the year ended For the year ended
March 31, 2009 March 31, 2008
INCOME
Sale of Finished Goods (Gross) 27,834,070 22,721,233
Less: Excise duty 1,877,689 2,439,984
Sale of Finished Goods (Net) 25,956,381 20,281,249
Other Income X 1,609,711 510,519
TOTAL 27,566,092 20,791,768
EXPENDITURE
Manufacturing and other expenses XI 23,561,398 17,439,020
Depreciation & Impairment (Refer B (6) of Schedule XIII) 1,090,563 846,599
Interest (net) XII 354,349 243,942
TOTAL 25,006,310 18,529,561
Profit Before Taxation and share of profit in Associates 2,559,782 2,262,207
Share of Profit in Associate (Refer B (3) (c) & A (2) (e) (i) of Schedule XIII) 871 2,143
Profit Before Taxation 2,560,653 2,264,350
Tax Expense
Provision for Current Income Tax 366,320 528,839
Provision for Deferred IncomeTax (Refer B (9) of Schedule XIII) (42,080) (35,532)
Provision for Wealth Tax 1,586 2,577
Provision for Fringe Benefit Tax 20,268 17,929
2,214,559 1,750,537
Less : Income Tax for earlier years 2,571 108
Profit After Taxation 2,211,988 1,750,429
- Concern share 1,762,523 1,778,618
- Minority 449,465 (28,189)
Add: Balance brought forward from previous year 2,863,017 1,910,489
Surplus Available For Appropriation 4,625,540 3,689,107
APPROPRIATIONS
Transfer to General Reserve 123,583 264,517
Proposed Dividend 479,998 479,994
Tax on Dividend 81,576 81,579
Tax paid on Dividend by consolidated companies 7,782 -
Balance Carried to Balance Sheet 3,932,601 2,863,017
TOTAL 4,625,540 3,689,107
Earning per share (Basic/ Diluted) of face value Re. 1/- each 4.96 5.03
(Refer B (8) of Schedule XIII)
Significant Accounting Policies and Notes forming part of the Accounts XIII
This is the Consolidated Profit and Loss Account The schedules referred above form integral part of the Consolidated
referred to in our report of even date Profit and Loss Account
for and on behalf of the Board
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009

22nd Annual report 2008-09 109


Consolidated Cash Flow Statement
(Figures in Rs. Thousands)
Particulars For the year ended For the year ended
March 31, 2009 March 31, 2008

A. Cash flow from operating activities:


Net (loss)/profit before tax 2,560,653 2,264,350
Share of Profit in Associate (871) (2,143)
Depreciation & Impairment 1,090,563 846,599
Technical Fees included in Legal & Professional - 26,207
Interest Expense 383,419 288,611
Interest Income (29,070) (44,668)
Income from Investment - Dividends (901) (293)
(Profit)/Loss on Fixed Assets sold (includes profit on sale
of land Rs. Nil (previous year Rs. 240,041 thousand)) (12,796) (249,010)
Provision for diminution in value of Short Term
Investments created/(written back) 187 (5)
Debts / Advances Written off 24,195 3,197
Provision for Bad & Doubtful Debts / Advances 4,620 14,008
Liabilities no longer required written back (9,024) (17,001)
Provision for employee benefit 15,719 8,692
Unrealised foreign exchange (gain) /loss 410,393 256,223
Provision for warranty 6,581 2,789
Other Provision 53,999 -
Contribution from business stakeholders' consequent to
acquisition (Refer B 4 (b) (ii) of Schedule XIII) (1,119,103) -
Operating profit before working capital changes 3,378,564 3,397,556
Adjustments for changes in working capital :
- (Increase)/Decrease in Sundry Debtors 338,581 (870,322)
- (Increase)/Decrease in Other Receivables 215,131 (445,445)
- (Increase)/Decrease in Inventories (14,017) (811,815)
- (Increase)/Decrease in Trade and Other Payables (910,465) 1,119,346
Cash generated from operations 3,007,794 2,389,320
- Taxes (Paid) / Received (Net of TDS) (509,330) (424,486)
Net cash from operating activities 2,498,464 1,964,834
B. Cash flow from Investing activities:
Purchase of fixed assets including capital work in progress
- Addition During the year (2,755,770) (2,065,617)
Proceeds from Sale of fixed assets 128,512 370,439
Consideration paid for acquisition of business of Empire Rubber - (188,834)
Interest Received (Revenue) 27,071 55,935
Dividend Received 901 293
Consideration paid on acquisition of subsidiaries of Visiocorp Plc
(in administration) (Refer B 4 (b) (i) of Schedule XIII) (1,691,820) -
Investment in Joint Venture (Refer A 2(e)(i) of Schedule XIII) (20,974) -
Net cash used in investing activities (4,312,080) (1,827,784)

110 Motherson Sumi Systems Limited


Consolidated Cash Flow Statement
(Figures in Rs. Thousands)

Particulars For the year ended For the year ended


March 31, 2009 March 31, 2008

C. Cash flow from financing activities:


Proceeds from minority Share holders 1,112,390 77,373
Proceeds from long term borrowings
Receipts 1,065,209 128,743
Payments (101,128) (395,126)
Proceeds from short term borrowings
Receipts 2,191,306 10,000
Payments (145,946) -
Proceeds from Cash Credits (net) (391,686) 543,817
Finance Lease Rent (interest part only) (8,700) -
Interest Paid (213,180) (130,805)
Dividend Paid (478,704) (351,733)
Dividend Tax Paid (81,576) (59,879)
Net cash used in financing activities 2,947,985 (177,610)
Net Increase/(Decrease) in Cash & Cash Equivalents 1,134,369 (40,560)
Cash and cash equivalents - Opening 953,550 993,577
Cash and Cash Equivalents on acquisition of subsidiaries of Visiocorp Plc
(in administration) (Refer B 4 (b) (i) of Schedule XIII) 650,261 -
Total Cash and Cash Equivalents as per cash flow statement 2,738,180 953,017
Cash and cash equivalents comprise
Cash In Hand 15,089 6,237
Cheques In Hand 637 220,990
Deposit Account 595,485 308,463
Balance with Banks 2,155,021 417,860
Total Cash and cash equivalents 2,766,232 953,550
Cash and Cash Equivalents include :
Cash & bank balances as per Balance Sheet (restated) 2,766,232 953,550
Net Unrealised Loss on Foreign Currency Cash & Equivalents (28,052) (533)
Total 2,738,180 953,017
NOTES:
(i) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on Cash
Flow Statement issued by the Institute of Chartered Accountants of India .
(ii) Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.
(iii) Following non cash transactions have not been considered in the cash flow statement :
- Tax deducted at source on income.
(iv) Figures in brackets indicate cash outgo.
This is the Consolidated Cash Flow Statement for and on behalf of the Board
referred to in our report of even date
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009

22nd Annual report 2008-09 111


Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE I - SHARE CAPITAL
Authorised
803,000,000 Equity Shares of Re. 1/- each
(Previous Year 803,000,000 Equity Shares of Re. 1/- each) 803,000 803,000
Issued
355,557,000 Equity Shares of Re. 1/- each
(Previous Year 355,557,000 Equity Shares of Re. 1/- each) 355,557 355,557
Subscribed and Paid up
355,553,800 Equity Shares of Re. 1/- each
(Previous Year 355,553,800 Equity Shares of Re. 1/- each) 355,554 355,554
Total 355,554 355,554
(Of the above shares 6,090,000 (Previous Year 6,090,000) shares are allotted as fully paid up pursuant to a contract for consideration
other than cash)
(Of the above shares 282,737,000 (Previous Year 282,737,000 ) shares are allotted as fully paid bonus shares by way of capitalisation
of share premium and general reserve).
(Of the above shares 3,220,000 (Previous Year 3,220,000 ) shares are allotted by way of conversion of Zero Coupon Foreign
Currency Convertible Bonds)

As at As at
March 31, 2009 March 31, 2008
SCHEDULE II - RESERVES & SURPLUS
Revaluation Reserve 20,031 20,031
Reserve on Amalgamation 572,346 572,346
Securities Premium Account 291,143 291,143
General Reserve
As per Last Balance Sheet 1,226,259 1,079,623
Additions during the year 123,583 264,517
Deductions on adoption of
Accounting Standard 15( Revised) - 436
Deduction on Others - 1,349,842 117,445 1,226,259
Exchange Reserve on Consolidation (Refer A(10) of Schedule XIII)
As per Last Balance Sheet 4,870 (46,722)
Additions during the year 214,866 51,592
Deductions during the year - 219,736 - 4,870
Capital Reserve on Consolidation (Refer A (2) and B (4) (b) (i) of Schedule XIII)
As per Last Balance Sheet 25,487 25,487
Additions during the year 1,064,362 -
Deductions during the year - 1,089,849 - 25,487
Profit and Loss Account
As per Last Balance Sheet 2,863,017 1,910,489
Additions during the year 1,193,167 1,217,045
Deductions during the year 123,583 3,932,601 264,517 2,863,017
Total 7,475,548 5,003,153

112 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE III - SECURED LOANS
Working Capital Facilities
(i) From Banks 1
- Rupee Loan 649,655 1,228,432
- Foreign currency Loan 1,176,322 158,046
Long Term Loans
(i) From Banks 2
- Rupee Loan 3 60,571 73,263
- Foreign currency Loan 4 3,405,249 244,086
(ii) From Others
- Rupee Loan 5 77,983 14,433
- Finance lease liabilities 6 199,720 -
- Vehicle Loan 7 21,111 31,681
TOTAL 5,590,611 1,749,941

1
Includes: - Rs.41,716 thousand (previous year Rs. 56,007 thousand) secured by first charge by way of hypothecation of stock &
book debts and by second charge on plant & machinery and other immovable property both present and future of Kyungshin
Industrial Motherson Limited.
- Rs.6,242 thousand (previous year Rs.197 thousand) secured on primary mortgage over plant and machinery and additional
security over stocks and debtors of Motherson Electrical Wires Lanka Private Limited.
- Rs.13,593 thousand (previous year Nil) secured over machinery of Mothersonsumi Reiner GmbH.
- Rs.35,522 thousand (previous year Nil) secured over assets (like Land & Building & sets of tangible fixed assets) of MSSL
Advanced Polymers s.r.o,
- Rs.518 thousand (Previous Year Nil) secured by first charge by way of hypothecation of all present and future stocks, cash and
other current assets and second charge by way of hypothecation of all tangible movable fixed assets of the Balda Motherson
Solution India Limited.
- Rs.28,136 thousand (Previous Year Rs. 2,448 thousand) secured by first charge by way of hypothecation of all present and
future stocks, cash and other current assets and second charge by way of hypothecation of entire moveable fixed assets
(excluding tools & dies charged to customers, vehicles & leasehold improvements) of the Visiocorp Motherson Limited.
- Rs. 326,813 thousand (Previous Year Nil), under factoring arrangements, secured against underlying receivables, Rs. 468,197
thousand (Previous Year Nil) secured by mortgage on plant and machinery of Visioncorp Poong Jeong Co. Ltd. South Korea.
- Rs. 52,237 thousand (Previous Year Nil) secured by mortgage of the Lonsdale and Taree land and buildings fixed and floating
charge over all other assets Visiocorp Holding Australia Pty Ltd., Visiocorp Australia Pty Ltd., Visiocorp Taree Pty Ltd. and equity
cross guarantees between Visiocorp Holding Australia Pty Ltd,Visiocorp Australia Pty Ltd, Visiocorp Taree Pty Ltd. and the
balance secured by first charge by way of hypothecation of all present and future stocks, book debts and other specified
moveable assets of the Company and second charge by way of hypothecation of all present and future immoveable property.
2
Due within a year are Rs. 320,098 thousand (Previous Year Rs. 69,270 thousand).
3
Rs. 42,283 thousand (Previous Year Rs 42,500 thousand) secured by first charge by way of equitable mortgage of land and
building and hypothecation of plant & other assets and by second charge on current assets of Kyungshin Industrial Motherson
Limited. Rs.18,288 thousand (Previous Year Nil) secured by first pari passu charge on all present and future stocks, books debts
and plant and machinery of Visiocorp Motherson Limited.

22nd Annual report 2008-09 113


Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009
4
Rs. 2,026,950 thousand (Previous Year Nil) Secured by first pari passu charge/assignment of all receivables, all the movable,
intangible assets and immovable assets, of Samvardhana Motherson Visiocorp Solution Limited (SMVSL) and its subsidaries .
Further secured by pledge of shares of SMVSL held by the Company and corporate guarantee of Samvardhana Motherson
Finance Limited (joint venturer) and the Company. Rs. 96,438 thousand (Previous Year Nil) secured by mortgage of plant and
machinery of Visiocorp Poong Jeong Company Limited, South Korea.The balance secured by first pari-passu charge on entire
fixed assets both moveable and immoveable of the Company present and future and second pari-passu charge on the entire
current assets of the Company. These are also secured by way of deposit of title deeds of specified properties.
5
i) Tooling advances received from customers are repayable by way of amortisation on supply of components and hence cannot
be distinguished between short term and long term
ii) Secured by hypothecation of specific moulds used for production of components.
6
i) Due within a year Rs 61,204 thousand (Previous Year Nil).
ii) Secured by specified property, plant and machinery acquired under lease and hire purchase arrangements.
7
i) Due within a year Rs 8,478 thousand (Previous Year Rs 10,561 thousand).
ii) Secured by hypothecation of specific vehicles purchased against such loans.
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE IV - UNSECURED LOANS
Short term loans
- From Banks 34,153 -
- Other than Banks 1 32,400 71,224
- Foreign Currency Loan 148,231 -
Long term loans
From Other than Banks
- Rupee Loan 2 44,657 54,237
- Foreign currency Loan 3 30,347 124,401
- Zero Coupon Foreign Currency Convertible Bonds (Refer B (5) of Schedule XIII) 3,070,528 2,891,412
TOTAL 3,360,316 3,141,274
1
Repayable on demand
2
Tooling advances received from customers are repayable by way of amortisation on supply of components and hence cannot be
distinguished between short term and long term.
3
Long term loans due within a year are Rs.Nil (Previous Year Rs. 124,401 thousand).

114 Motherson Sumi Systems Limited


SCHEDULE V - FIXED ASSETS (Refer A(3) & A(4) of Schedule XIII)
(Figures in Rs. Thousands)

GROSS BLOCK DEPRECIATION/AMORTIZATION NET BLOCK

Particulars As at Additions Additions Deletions/ Exchange Total as at Upto Additions Depreciation/ Depreciation/ Exchange Upto As at As at
March 31, consequent during the Sale/ Translation March 31, March 31, consequent Amortization Amortization Translation March 31, March 31, March 31,
2008 to acquisition year Adjustments Adjustment 2009 2008 to acquisition for the year 2 on Deletions/ Adjustment 2009 2009 2008
of subsidiaries of subsidiaries Sale/
of Visiocorp Visiocorp Plc Adjustments
Plc (in admini (in adminis
1
stration) 1 tration)
Tangible
Leasehold Land 573,816 - 86,143 - - 659,959 13,787 - 7,711 - - 21,497 638,461 560,030
Freehold Land 451,137 293,068 85,603 - 13,797 843,605 - 27,448 - - (332) 27,117 816,489 451,136
Leasehold
improvements 72,661 10,786 20,990 29,894 5,414 79,957 35,814 5,348 39,750 29,046 1,334 53,200 26,757 36,847
Building 1,903,757 3,918,931 297,172 - 155,003 6,274,863 243,985 1,125,370 105,914 - 33,673 1,508,942 4,765,921 1,659,772
Plant & Machinery 5,730,606 12,363,350 931,614 141,712 524,235 19,408,093 2,681,888 8,744,697 789,697 39,966 351,586 12,527,902 6,880,191 3,048,718
Furniture, fixtures &
Office equipments 261,757 759,324 28,974 8,419 48,945 1,090,581 179,210 628,197 37,365 7,585 36,181 873,368 217,213 82,547
Computers 207,689 548,374 33,505 2,029 2,430 789,969 155,978 477,691 35,114 1,992 224 667,015 122,954 51,711
Vehicles 266,383 14,211 81,156 47,602 726 314,874 138,826 27,439 61,415 41,263 2,091 188,508 126,366 127,557
Intangible
Goodwill on
consolidation 6,217 - - - 883 7,100 - - - - - - 7,100 6,217
Technical
Knowhow fees 1,174 - 6,070 45 (107) 7,092 1,174 - 506 45 2 1,637 5,455 -
Customer Lists &
relationships 7,777 203,367 4,773 - 7,107 223,024 5,767 69,505 8,607 - 2,502 86,381 136,643 2,010
Intellectual
property rights 8,688 - - - - 8,688 3,909 - - - 883 4,792 3,896 4,779
Software - 459,854 - - 7,787 467,641 - 307,274 4,484 - 3,574 315,332 152,309 -
TOTAL 9,491,662 18,571,265 1,576,000 229,701 766,220 30,175,446 3,460,338 11,412,969 1,090,563 119,897 431,718 16,275,691 13,899,755 6,031,324
Previous Year 7,620,673 - 2,156,026 406,339 121,302 9,491,662 2,770,478 - 817,792 179,253 51,321 3,460,338
Capital Work in
Progress2 1,512,239 282,179
GRAND TOTAL 9,491,662 18,571,265 1,576,000 229,701 766,220 30,175,446 3,460,338 11,412,969 1,090,563 119,897 431,718 16,275,691 15,411,994 6,313,503

1
Refer B (4) (b) (i) of Schedule XIII.
2
Refer B (6) of Schedule XIII.

22nd Annual report 2008-09


Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009

115
Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE VI - INVESTMENTS
Long-term Investments
1. In Associate
- Net Assets Value
As at the beginning of the year 21,533 - 19,390
Additions consequent to acquisition of subsidiaries of
Visiocorp Plc (in administration) 1, 2 20,974 - -
Share of Profit in Associate 871 43,378 2,143 21,533

2. In Others 37,417 27,506


Short Term Investments in Shares 411 598
Total 81,206 49,637
1
Refer A (2) (e) (i) of Schedule XIII.
2
Refer B (4) (b) (i) of Schedule XIII.

As at As at
March 31, 2009 March 31, 2008
SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES
A. Current Assets
1. Stock in Trade (Refer A(6) and A (2) (e) (ii) of Schedule XIII)
(i) Finished Goods 1,490,928 726,658
(ii) Work in Progress 729,694 498,439
(iii) Raw Material & Components 2,627,543 1,391,972
(iv) Goods in Transit(Raw Material & Components) 469,661 254,135
(v) Store & Spares 793,688 22,177
(1) 6,111,514 2,893,381
2 Sundry Debtors (Unsecured, unless otherwise stated)
(i) Outstanding for more than six months
Considered Good 932,755 29,968
Considered Doubtful1 198,332 9,950
1,131,087 39,918
Less : Provision for doubtful debts1 198,332 9,950
932,755 29,968
(ii) Other Debts
Considered good 5,199,517 3,257,429
Considered Doubtful2 76,577 2,189
5,276,094 3,259,618
Less : Provision for doubtful debts2 76,577 2,189
5,199,517 3,257,429
(2) 6,132,272 3,287,397

116 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES
3 Cash and Bank Balances
(i) Cash in hand 15,089 6,237
(ii) Cheques in hand 637 220,990
(iii) Balance with Banks in
(a) Current Accounts 2,149,367 413,499
(b) Deposit account 3 595,485 308,463
(c) Dividend Account 5,654 4,361
(3) 2,766,232 953,550
TOTAL A (1+2+3) 15,010,018 7,134,328
B. Loans and Advances (Unsecured, unless otherwise stated)
4
(i) Advances recoverable in cash or in kind or for value to be received
Considered good 2,801,818 1,142,515
Considered doubtful 4,788 9,315
2,806,606 1,151,830
Less : Provision for doubtful advances 4,788 9,315
2,801,818 1,142,515
(ii) Deposits with Excise, Customs & Govt Authorities 1,327,652 762,227
TOTAL B 4,129,470 1,904,742
GRAND TOTAL (A+B) 19,139,488 9,039,070

1
Includes debt of Rs 188,447 thousand on account of acquisition of subsidiaries of Visiocorp Plc (in administration)
2
Includes debt of Rs 76,577 thousand on account of acquisition of subsidiaries of Visiocorp Plc (in administration)
3
i) Deposits pledged with Excise & Sales Tax authorities Rs.125 thousand (Previous Year Rs.60 thousand)

ii) Margin money Rs.11,833 thousand (Previous Year Rs 5,031 thousand)


4
Includes capital advances of Rs. 304,060 thousand (Previous Year Rs. 190,657 thousand)

As at As at
March 31, 2009 March 31, 2008
SCHEDULE VIII - CURRENT LIABILITIES AND PROVISIONS
A. Current Liabilities
(i) Sundry Creditors 10,374,742 2,965,407
(ii) Advance from customers 1,099,485 233,287
(iii) Other Liabilities 781,146 460,695
(iv) Investor Education & Protection Fund shall be credited by
the following amount
- Unpaid Dividend 5,654 4,361
(v) Interest Accrued but not due 24,973 3,679
12,286,000 3,667,429

22nd Annual report 2008-09 117


Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE VIII - CURRENT LIABILITIES AND PROVISIONS
B. Provisions
(i) Premium on Redemption of Zero Coupon Foreign Currency
Convertible Bonds 926,225 856,102
(ii) For Dividend (including tax thereon) 561,573 561,573
(iii) For Wealth Tax 2,798 2,546
(iv) For Income Tax (net) 407,846 105,743
(v) For Fringe Benefit Tax 3,596 90
(vi) For employee benefit (Refer A (7) of Schedule XIII) 597,200 107,381
(vii) For Warranty (Refer B (10) of Schedule XIII) 286,190 5,303
(viii) For Onerous Contracts (Refer B (10) of Schedule XIII) 126,549 -
(ix) For Others (Refer B (10) of Schedule XIII) 772,808 -
3,684,785 1,638,738
TOTAL (A+B) 15,970,785 5,306,167

As at As at
March 31, 2009 March 31, 2008
SCHEDULE IX - MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted)
(Refer B (5) of Schedule XIII)
Premium on Redemption/ Issue Expenditure of Zero Coupon
Foreign Currency Convertible Bonds
Opening Balance 419,786 584,835
Less: Written off during the year 154,524 165,049
TOTAL 265,262 419,786

118 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Profit and Loss Account
For the year ended March 31, 2009
(Figures in Rs. Thousands)
For the year ended For the year ended
March 31, 2009 March 31, 2008
SCHEDULE X - OTHER INCOME
Other Income
(a) Dividend Received
- From Others1 901 293
(b) Rent 48,690 33,893
(c) Provision for dimunition in investment written back - 5
(d) Service Income 177,450 101,902
(e) Liabilities no loger required written back 9,024 17,001
(f) Profit on sale of Land - 240,041
(g) Profit on sale of other fixed assets 12,796 8,969
(h) Contribution received from bussiness stakeholders on acquisition of subsidiaries
of Visiocorp Plc (in administration) (Refer B (4) (b) (ii) of Schedule XIII) 1,119,103 -
(i) Miscellaneous Income 241,747 108,415
TOTAL 1,609,711 510,519
1
Includes dividend from Short term Non- Trade investments 22 293

For the year ended For the year ended


March 31, 2009 March 31, 2008
SCHEDULE XI - COST OF MATERIALS AND MANUFACTURING AND
OTHER EXPENSES
Materials consumed
Opening Stock
Raw materials 1,391,972 969,479
Work-in-progress 498,439 356,901
Finished goods 726,658 494,926
Increase in opening stock on acquisition of subsidiaries of Visiocorp Plc
(in administration) (Refer B (4) (b) (i) of Schedule XIII)
Raw materials 1,119,643 -
Work-in-progress 260,101 -
Finished goods 913,221 -
4,910,034 1,821,306
Add : Purchases of Raw materials 15,338,292 12,142,549
Less : Closing Stock
Raw materials (2,627,543) (1,391,972)
Work-in-progress (729,694) (498,439)
Finished goods (1,490,928) (726,658)
Less : Stock damaged due to fire
Raw materials - (59,860)
Work-in-progress - (28,022)
Finished goods - (17,425)
Translation adjustment on stocks taken to exchange reserve on consolidation 92,692 -
Total consumption for goods sold 15,492,853 11,241,479

22nd Annual report 2008-09 119


Schedules forming part of the Consolidated Profit and Loss Account
For the year ended March 31, 2009
(Figures in Rs. Thousands)
For the year ended For the year ended
March 31, 2009 March 31, 2008
SCHEDULE XI - COST OF MATERIALS AND MANUFACTURING AND
OTHER EXPENSES
Salary, wages, bonus etc 2,883,380 2,042,847
Contribution to Provident & Other Fund 315,476 226,061
Staff Welfare 240,886 197,829
Electricity, Water and Fuel 455,452 363,116
Repairs and Maintenance :
Machinery 217,355 215,889
Building 106,040 131,001
Others 167,780 161,339
Consumption of Store and Spare parts 233,869 187,797
Conversion charges 233,478 357,917
Lease rent 177,422 71,931
Rent 172,844 135,148
Rates & taxes 16,043 11,339
Insurance 83,564 67,064
Donation 8,485 7,357
Travelling 256,843 238,533
Freight & forwarding 602,809 452,238
Royalty 103,284 96,241
Cash Discount 31,939 31,130
Commission 7,076 3,513
Provision for diminution in value of Short Term Investments 187 -
Exchange fluctuation(net)
Foreign Currency Convertible Bonds 249,239 265,996
Others 81,909 (104,362)
Bad Debts / Advances written off 24,195 3,197
Provision for Doubtful Debts/ Advances 4,620 14,008
Legal & professional expenses 543,156 500,042
Amount paid to certain bussiness stakeholders on acquisition of
subsidiaries of Visiocorp Plc (in administration) (Refer B (4) (b) (ii)) of Schedule (xiii) 110,745 -
Miscellaneous expenses 740,469 520,370
TOTAL 23,561,398 17,439,020

For the year ended For the year ended


March 31, 2009 March 31, 2008
SCHEDULE XII - INTEREST (NET)
Interest and Finance Expense
- Privately Placed Debentures 20,224 22,882
- Fixed loans 75,080 16,253
- Amortisation of Premium / Issue expenditure on Redemption of Zero
Coupon Foreign Currency Convertible Bonds 154,524 165,049
- Others 133,591 84,426
Less : Interest Income (Gross)
- From Bank Deposits 22,839 14,962
- From Income Tax Refund 389 12,402
- From Others 5,842 17,304
TOTAL 354,349 243,942

120 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
SCHEDULE XIII - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting

The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the
applicable accounting standards notified under section 211 (3C) of the Companies Act, 1956 and the relevant provisions of the
Companies Act,1956. The Company follows the mercantile system of accounting and recognises income and expenditure on
accrual basis.

2. Principles of Consolidation

The Consolidated Financial Statements relate to Financial Statements of Motherson Sumi Systems Limited ('the Company') and
it's Subsidiary Companies, Joint Ventures and Associates ('the Group').

The consolidated financial statements have been prepared on the following basis:

a) Subsidiaries

i) The subsidiaries have been consolidated by applying Accounting Standard 21 "Consolidated Financial Statements".

ii) Subsidiaries are consolidated from the date on which effective control is transferred to the Group and are no longer
consolidated from the date of disposal.

iii) The financial statements of the Company and its Subsidiary Companies have been combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-
group balances & intra-group transactions resulting in unrealised profits or losses.

iv) The excess of the cost of acquisition over the Company's portion of equity and reserves of the Subsidiary Company at
each time an investment is made in a subsidiary is recognised in the financial statements as goodwill. Negative
goodwill is recognised as capital reserve.

b) Investment in business entities over which the Company exercises joint control and the Company does not hold majority
voting power are accounted for using proportionate consolidation in accordance with Accounting Standard 27 "Financial
Reporting of Interest in Joint Venture".

c) Investment in Associates (entity over which the Company exercises significant influence, which is neither a subsidiary nor
a joint venture) are accounted for using the equity method in accordance with Accounting Standard 23 "Accounting for
Investments in Associates in Consolidated Financial Statements".

d) The Consolidated Financial Statements have been prepared using financial statements drawn upto same reporting dates
to the extent practicable and where financial statements used are drawn up to different reporting dates adjustments are
made for any significant transactions for events occurring between those dates and the date of this financial statement.

e) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and
other events in similar circumstances except as sated below and are presented to the extent possible, in the same manner
as the Company's separate financial statements.

22nd Annual report 2008-09 121


Schedules forming part of the Consolidated Accounts
In respect of the following the group follows different accounting policies as it is not considered feasible to make the
accounting policies uniform

i) The Group has reported its interest in a joint venture, Ningbo Visiocorp Huaxiang Automotive Mirrors Company
Limited (NVHAML) as an associate, using the equity method instead of using the proportionate consolidation method.
The Group's share in the revenues and the total expenditure of NVHAML for the period ended March 31, 2009 since
acquisition amount to Rs. 28,875 thousand and Rs. 30,667 thousand respectively. This does not impact the reported
profits of the Group for the year ended March 31, 2009 or the net assets of the Group as at March 31, 2009.

ii) In certain subsidiaries of the group, inventories are valued on a weighted average cost basis as against the group
policy of valuing inventories on First in First Out ('FIFO') cost basis. The total value of inventories valued on weighted
average basis amount to Rs. 670,497 thousand as at March 31, 2009.

3. Fixed Assets

i) The fixed assets except as stated in (ii) below are stated at cost less accumulated depreciation. Cost of acquisition or
construction is inclusive of inward freight, duties and taxes and other incidental expenses.

ii) The fixed assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) have
been stated at an amount inclusive of appreciation arising on revaluation of the assets by an approved valuer on December
31, 1998. The method adopted for revaluation of the assets are as under:

a) Land: Prevailing market rate of land as on the date of revaluation.

b) Buildings, Indigenous Plant and Machinery, Furniture and Fixtures, Moulds and Dies: Replacement value.

The Group charges assets costing less than Rs 5,000 to Rs. 350,000 to expenditure based on limits identified by each entity ,
which could otherwise have been included as Fixed Asset, because the amount is not material in accordance with Accounting
standard 10-' Accounting for fixed Assets'

4. Depreciation
i) Depreciation on fixed assets, except as stated in (ii) to (v) below, is provided from the month the asset is ready for
commercial production on a pro-rata basis based on useful life or where applicable, at the SLM rates prescribed in schedule
XIV to the Companies Act, 1956 whichever is higher. Accordingly the assets are amortised, on the straight line method as
per the rates below:

Indian Entities Overseas Entities


Rates % Rates %
Building -Residential 1.63 2.5-5
Building - Factory 3.34 1.52-20.00
Plant & machinery 4.75-25 5-25
Plant & machinery (Racks Stands & Trolleys) 100 8.00-100
Furniture, Fixtures & Office Equipments 16.67 7.69-33.33
Computers 33.33 9.86-33.33
Vehicles 25 9.86-33.33

122 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
ii) In respect of revalued assets, depreciation is being provided on the revalued amounts over the remaining useful life of the
assets at the SLM rates. Leasehold Land is amortised over the balance period of lease.

iii) Goodwill generated on consolidation in respect of subsidiaries is being carried at cost.

iv) Technical know-how fees paid to a foreign collaborator by one of the consolidating company is being depreciated on SLM
basis @ 50%.

v) Intangible Assets are amortised over a period of 2 to 5 years based on their useful lives.

5. Investments

Investments other than in subsidiaries, joint ventures and associates, which are accounted for separately as per Note 2 above,
are classified into long term and current investments. Long term investments are stated at cost. A provision for diminution is
made to recognise a decline, other than temporary, in the value of long term investments.

Current investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refers to the market
value of the investments arrived at on the basis of last traded prices as at the year-end.

6. Inventory

Stores and spares, loose tools are valued at cost or net realisable value, whichever is lower.

Raw materials, components, finished goods and work in progress are valued at cost or net realisable value, whichever is lower.
The basis of determining cost for various categories of inventories is as follows:

i) Stores and Spares, Raw Materials and Components First in First Out (FIFO) method other than in respect of certain
subsidiaries where costs are determined on a weighted average
basis. (Refer Note 2 (e)(ii) above)

ii) Work in Progress and Finished Goods Material cost plus appropriate share of labour and production
overheads.

iii) Tools Cost less amortisation based on useful life of the items ascertained
on a technical estimate by the management

7. Employee Benefits

a) In respect of the companies incorporated in India

The Group makes regular contributions to the State administered Provident Fund which is charged against revenue. The
Group provides for long term defined benefit schemes of gratuity and compensated absences on the basis of actuarial
valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Group funds
the benefits through annual contributions to Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme.
The actuarial valuation of the liability towards the defined benefits of the employees is made on the basis of assumptions
with respect to the variable elements affecting the computations including estimation of interest rate of earnings on
contributions to LIC. The Group recognises the actuarial gains and losses in the profit and loss account in the period in
which they occur.

22nd Annual report 2008-09 123


Schedules forming part of the Consolidated Accounts
b) In respect of the companies incorporated outside India

Pensions

The Group operates various defined benefit pension plans, certain of which require contributions to be made to
separately administered funds whereas others are not funded.

The cost of providing benefits under the defined benefit plans is determined separately for each plan using the Projected
Unit Credit Method and is based on actuarial advice. The interest element of the defined benefit cost represents the
change in present value of scheme obligations resulting from the passage of time and is determined by applying the
discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation
during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-
term market returns on scheme assets, adjusted for the effect on the fair value of plan assets of contributions received and
benefits paid during the year.

The defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of
the defined benefit obligation (using a discount rate based on high quality corporate bonds), less any past service cost not
yet recognised and the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on
market price information and in the case of quoted securities is the published bid price.

The value of a net pension benefit asset is restricted to the sum of any unrecognised past service costs and the present
value of any amount the Group expects to recover by way of refund from the plan or reduction in the future contributions.
An economic benefit, in the form of a refund or a reduction in future contributions, is available if the Group can realise it
at some point during the life of the plan or when the plan liabilities are settled. In particular, such an economic benefit may
be available even if it is not realisable immediately at the balance sheet date. The economic benefit available does not
depend on how the Group intends to use the surplus. The Group determines the maximum economic benefit that is
available from refund, reduction in future contributions or a combination of both. Legal or contractual minimum funding
requirements in general stipulate a minimum amount or level of contributions that must be made to a plan over a given
period. Therefore, a minimum funding requirement may limit the ability of the entity to reduce future contributions and
considered respectively in determining the economic benefit from the plan.

Contributions to defined contribution schemes are recognised in the income statement in the period in which they become
payable.

Other Long term benefits

The Group recognises as an expenditure the present value of long term retention bonuses, where applicable based on the
expected amounts to pay by considering expectancies of employee fluctuation. The level of fluctuation significantly
impacts the amount to be paid in the future.

8. Revenue Recognition

Sales are recognised upon the transfer of significant risks and rewards of ownership to the customers.

Revenue from services is recognised as per the terms of the agreement, as the services are rendered and no significant
uncertainty exists regarding the amount of consideration.

Interest Income is recognised on a proportion of time basis taking into account the principal outstanding and the rate applicable.

124 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
9. Government grants and grants from other parties

Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions
will be met, usually on submission of a valid claim for payment. Government grants in respect of capital expenditure are
credited to the acquisition costs of the respective fixed asset and thus are released as income over the expected useful lives of
the relevant assets. Grants of a revenue nature are credited to income so as to match them with the expenditure to which they
relate.

Grants from other parties are accounted for following the provisions for government grants, if the grants are comparable to
government grants in their nature.

10. Foreign Currency Transactions

Transactions involving foreign currencies are recorded at the exchange rate prevailing on the transaction date. Foreign currency
monetary items are translated at the exchange rate prevailing at the balance sheet date and the gain/loss arising on such
translation is credited / charged to profit and loss account. Premium or discount arising at the inception of a forward exchange
contract is amortised as expense or income over the life of contract.

For the purpose of consolidation, the Company has translated Assets and Liabilities of subsidiaries outside India, whose operations
are classified as non-integral, at the year-end exchange rate and Income and Expenditure items at an average exchange rate
that approximates to the exchange rate prevailing on the date of transaction. The resultant translation adjustment is reflected
as a separate component of Shareholders' funds as "Exchange Reserve on Consolidation".

11. Borrowing Costs

The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. an asset that
necessarily takes a substantial period of time to get ready for its intended use, is charged to revenue in the period in which they
are incurred.

The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised
as part of the cost of that asset.

12. Leases

Lease rental in respect of assets under operating lease arrangements are charged to expense when due as per the terms of the
related agreement on a straight line basis over the term of lease.

Lease rental in respect of assets under finance lease transactions considered as financing arrangements in accordance with
Accounting Standard 19 - Leases and the leased asset is capitalised at an amount equal to the present value of future lease
payments and a corresponding amount is recognised as a liability. The lease payments made are apportioned between finance
charge and reduction of outstanding liability in relation to leased asset.

In respect of assets leased out under operating lease rental income is recognized as income on accrual basis over the lease term.

13. Taxation

Current Tax

Current tax is provided on the basis of tax payable on estimated taxable income computed in accordance with the applicable
provisions after considering the tax allowances and exemptions.

22nd Annual report 2008-09 125


Schedules forming part of the Consolidated Accounts
Deferred Taxes

In accordance with Accounting Standard 22 - ‘Accounting for Taxes on Income’ the deferred tax for timing differences
between the book and tax profits for the year is accounted for using the tax rates and laws that have been enacted or
substantially enacted as of the balance sheet date.

Deferred Tax Assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future;
however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised
only if there is virtual certainty of realisation of such assets.

Fringe Benefit Tax

Fringe benefit tax is determined based on the liability computed in accordance with relevant tax rates and tax laws.

14. Earnings Per Share (EPS)

The earning considered in ascertaining the Company's EPS comprises the net profit after tax (and includes the post tax effect
of any extra ordinary items) attributable to equity shareholders. The number of shares used in computing Basic EPS is the
weighted average number of shares outstanding during the year. The diluted EPS is calculated on the same basis as basic EPS,
after adjusting for the effect of potential dilutive equity shares.

15. Impairment of assets

Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable
amount is higher of an asset's net selling price and its value in use. Value in use is the present value of estimated future cash
flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

16. Provisions and Contingent Liabilities

A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a
contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require
an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of
outflow of resources is remote, no provision or disclosure is made.

17. Use of Estimates

In the preparation of the financial statements, the management of the Company makes estimates and assumptions in conformity
with the applicable accounting principles in India that affect the reported balances of assets and liabilities and disclosures
relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and
expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee
retirement benefit plans, income taxes, the useful lives of fixed assets and intangible assets and estimates for recognising
impairment losses.

These estimates could change from period to period and also the actual results could vary from the estimates. Appropriate
changes are made to the estimates as the management becomes aware of changes in circumstances surrounding these estimates.
The changes in estimates are reflected in the financial statements in the period in which changes are made and, if material,
their effects are disclosed in the notes to the financial statements.

126 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
B. NOTES TO THE ACCOUNTS

1. Contingent Liabilities:

(Rs. in Thousands)

As at As at
March 31, 2009 March 31, 2008
a) In respect of Excise 1 15,550 13,798
b) In respect of Entry Tax 8,186 2,667
c) In respect of Sales Tax 13,558 13,784
d) In respect of Service Tax 7,535 4,743
e) In respect of Custom Duty 615 444
f) In respect of Stamp Duty 4,754 1,804
g) In respect of Income Tax 3,557 20,185
h) In respect of Labour Cases 15,850 14,891
i) Bank Guarantees furnished by the Company 138,585 99,293
1
Excludes interest

2. Outstanding Capital Commitments:

(Rs. in Thousands)

As at As at
March 31, 2009 March 31, 2008
Unexpired amount of the contracts on capital accounts and not
provided for (net of advances) 526,707 505,443

3. Consolidation:

A. Details of subsidiaries which have been considered in these consolidated accounts are as follows:

Name of the Company Country of % voting power Reporting Dates


Incorporation held as at used for
March 31, 2009 Consolidation
MSSL Mauritius Holdings Limited Mauritius 100% December 31, 2008
MSSL Mideast (FZE) UAE 100% March 31, 2009
Motherson Electrical Wires Lanka Pvt. Limited Sri Lanka 100% March 31, 2009
MSSL Handels GmbH Austria 100% March 31, 2009
MSSL (S) Pte Ltd Singapore 100% March 31, 2009
Motherson PUDENZ WICKMANN Limited India 56.13% March 31, 2009
MSSL Global Wiring Limited India 100% March 31, 2009
MSSL GmbH (through MSSL Mideast (FZE)) Germany 100% December 31, 2008
MSSL (GB) Limited (through MSSL Mideast (FZE)) UK 100% December 31, 2008

22nd Annual report 2008-09 127


Schedules forming part of the Consolidated Accounts
Name of the Company Country of % voting power Reporting Dates
Incorporation held as at used for
March 31, 2009 Consolidation
Motherson Sumi Wiring System Limited (FZC)
(through MSSL Mideast (FZE)) UAE 51% December 31, 2008
MSSL Tooling Limited (FZE) (through MSSL
Mideast (FZE)) (Refer B(4) (a) below) UAE 100% December 31, 2008
MSSL Ireland Private Limited (through
MSSL Mauritius Holdings Limited) Ireland 100% December 31, 2008
Global Environment Management (FZC) (through
MSSL Mauritius Holdings Limited) UAE 78.82% December 31, 2008
MSSL Australia Pty Limited (through
MSSL (S) Pte. Ltd) Australia 80.00% December 31, 2008
MSSL Polymers GmbH (through MSSL GmbH) Germany 100% December 31, 2008
Motherson Sumi Reiner GmbH
(through MSSL GmbH) Germany 100% December 31, 2008
MSSL Advanced Polymers s.r.o
(through MSSL GmbH) Czech Republic 100% December 31, 2008
Motherson Orca Precision Technology GmbH
(through MSSL GmbH) Germany 51% December 31, 2008
MSSL s.r.l. Unipersonale (through MSSL GmbH) Italy 100% December 31, 2008
Global Environment Management Australia
Pty Limited (through Global Environment
Management (FZC)) Australia 100% December 31, 2008
Motherson Elastomers Pty Limited
(through MSSL Australia Pty Limited) Australia 100% December 31, 2008
Motherson Investments Pty Limited
(through MSSL Australia Pty Limited) Australia 100% December 31, 2008
Samvardhana Motherson Global Holding
Limited (SMGHL)(through MSSL Mauritius
Holdings Limited) Mauritius 51% March 31, 2009
Samvardhana Motherson Visiocorp
Solution Limited(SMVSL) (through SMGHL) Jersey 95% March 31, 2009
Elemental Growth Limited (through SMVSL) Hong Kong 100% March 31, 2009
Horizonfield Limited (through SMVSL) Cyprus 100% March 31, 2009
2
Visicorp Holding Germany GmbH (through SMVSL) Germany 100% March 31, 2009
2
Visiocorp Automotive GmbH (through SMVSL) Germany 100% March 31, 2009
2
Visiocorp Poong Jeong Co Ltd (through SMVSL) South Korea 90% March 31, 2009
2
Visiocorp Hyosang Ltd (through SMVSL) South Korea 90% March 31, 2009
Visiocorp Holding Australia Pty Ltd
(through SMVSL) 2 Australia 100% March 31, 2009

128 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
Name of the Company Country of % voting power Reporting Dates
Incorporation held as at used for
March 31, 2009 Consolidation
2
Visiocorp Australia Pty Ltd (through SMVSL) Australia 100% March 31, 2009
2
Visiocorp Taree Pty Ltd (through SMVSL) Australia 100% March 31, 2009
2
Visiocorp Hungary BT (through SMVSL) Hungary 100% March 31, 2009
Visiocorp Grundbesitz GmbH & Co. KG
(through SMVSL) 2 Germany 94% March 31, 2009
2
Visiocorp Group Services GmbH (through SMVSL) Germany 100% March 31, 2009
2
Visiocorp Management UK Ltd (through SMVSL) UK 100% March 31, 2009
2
Portchester Ltd (through SMVSL) UK 76.9% March 31, 2009
2
Visiocorp UK Ltd (through SMVSL) UK 100% March 31, 2009
Visiocorp Automotive Valencia S.A.U.
(through SMVSL) 2 Spain 100% March 31, 2009
2
Visiocorp Services UK Ltd (through SMVSL) UK 100% March 31, 2009
2
Visiocorp Holding USA LLP (through SMVSL) USA 100% March 31, 2009
2
Visiocorp International USA Inc. (through SMVSL) USA 100% March 31, 2009
2
Visiocorp USA Inc. (through SMVSL) USA 100% March 31, 2009
2
Visiocorp France S.A. (through SMVSL) France 100% March 31, 2009
2 3
Visiocorp Motherson Ltd (through SMVSL) India 100% March 31, 2009
Visiocorp Automotive Yancheng Co Ltd
(through SMVSL) 2 China 100% March 31, 2009
Visiocorp Automotive Beijing Co Ltd
(through SMVSL) 2 China 100% March 31, 2009
Visiocorp Holding Hungary KFT (through SMVSL) 2 Hungary 100% March 31, 2009
2
Visiocorp Espana S.A.U. (through SMVSL) Spain 100% March 31, 2009
2
Visiocorp Mexico S.A. de C.V. (through SMVSL) Mexico 100% March 31, 2009
2
Visiocorp Servicios S.A. de C.V. (through SMVSL) Mexico 100% March 31, 2009
Visiocorp Verwaltungsgesellschaft GmbH
(through SMVSL) 2 Germany 100% March 31, 2009
2
Visiocorp Patents SARL (through SMVSL) Luxembourg 100% March 31, 2009
2
Visiocorp Beteiligungs GmbH (through SMVSL) Germany 100% March 31, 2009

B. Details of Associate Company are as follows:

Name of the Company Country of % voting power Reporting Dates


Incorporation held as at used for
March 31, 2009 Consolidation
SAKS Ancillaries Limited India 40.01% March 31, 2009

22nd Annual report 2008-09 129


Schedules forming part of the Consolidated Accounts
C. Details of Joint Venture Companies which have been considered in these consolidated accounts are as follows:

Name of the Company Country of % voting power Reporting Dates


Incorporation held as at used for
March 31, 2009 Consolidation
Visiocorp Motherson Limited India -3 March 31, 2009
Kyungshin Industrial Motherson Limited India 50% March 31, 2009
Woco Motherson Limited (FZC) (through MSSL
Mauritius Holdings Limited) U.A.E 33.33% December 31, 2008
Woco Motherson Elastomers Limited India 33.33% March 31, 2009
Woco Motherson Advanced Rubber
Technologies Limited India 33.33% March 31, 2009
Balda Motherson Solution India Limited India 40% March 31, 2009
Calsonic Kansei Motherson Auto Products Limited India 49% March 31, 2009
Ningbo Visiocorp Huaxiang Automotive
Mirrors Co. Ltd. 2,4 China 50% March 31, 2009

2
Acquired on March 06, 2009 and accordingly the consolidated Profit and Loss account includes results of these
subsidiaries/ joint venture companies from the date of acquisition till March 31, 2009. The statutory financial year end
for these entities is December 31. Refer Note B(4)(b)(i).

3
With effect from March 06, 2009, 49% directly held by Company and 51% held through SMVSL.

4
Refer A(2)(e) (i) above.

4. Acquisition / Investments during the year

a) Transfer of MSSL Mauritius Holdings Limited's investment in MSSL Tooling (FZE) to MSSL Mideast (FZE):

MSSL Mauritius Holdings Limited, a wholly owned subsidiary has transferred 1,500 shares of face value AED 100 each
amounting to AED 150,000 (equivalent to Euro 32,504) in MSSL Tooling (FZE) to MSSL Mideast (FZE) also a wholly
owned subsidiary at par for a consideration of Euro 32,504. This does not have any impact on the consolidated financial
statements.

b) Acquisition of subsidiaries of Visiocorp Plc.(in administration):

(i) On March 6, 2009, Samvardhana Motherson Visiocorp Solution Limited (SMVSL), incorporated in Jersey, 95 %
owned by Samvardhana Motherson Global Holdings Limited (SMGHL), together with its subsidiaries acquired all the
subsidiaries of Visiocorp Plc. (in administration) for a cash consideration of Euro 24.77 Million and issue of
consideration shares amounting to Euro 1.5 Million to the lenders of the erstwhile Visiocorp Group. SMGHL is a
joint venture of the Company and Samvardhana Motherson Finance Limited through company’s 100% Subsidiary
MSSL Mauritius Holdings Limited. The Group holds 51% in SMGHL.

130 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
As a result, the following principal subsidiaries were transferred (directly or indirectly) to the Company:

Name Country of Group interest


incorporation in %
Visicorp Holding Germany GmbH Germany 100%
Visiocorp Automotive GmbH Germany 100%
Visiocorp Poong Jeong Co Ltd South Korea 90%
Visiocorp Hyosang Ltd South Korea 90%
Visiocorp Holding Australia Pty Ltd Australia 100%
Visiocorp Australia Pty Ltd Australia 100%
Visiocorp Taree Pty Ltd Australia 100%
Visiocorp Hungary BT Hungary 100%
Visiocorp Grundbesitz GmbH & Co. KG Germany 94%
Visiocorp Group Services GmbH Germany 100%
Visiocorp Management UK Ltd United Kingdom 100%
Portchester Ltd United Kingdom 76.9%
Visiocorp UK Ltd United Kingdom 100%
Visiocorp Automotive Valencia S.A.U. Spain 100%
Visiocorp Services UK Ltd United Kingdom 100%
Visiocorp Holding USA LLP USA 100%
Visiocorp International USA Inc. USA 100%
Visiocorp USA Inc. USA 100%
Visiocorp France S.A. France 100%
Visiocorp Motherson Ltd India 51%
Visiocorp Automotive Yancheng Co Ltd China 100%
Visiocorp Automotive Beijing Co Ltd China 100%
Visiocorp Holding Hungary KFT Hungary 100%
Visiocorp Espana S.A.U. Spain 100%
Visiocorp Mexico S.A. de C.V. Mexico 100%
Visiocorp Servicios S.A. de C.V. Mexico 100%
Visiocorp Verwaltungsgesellschaft GmbH Germany 100%
Visiocorp Patents SARL Luxemburg 100%
Visiocorp Beteiligungs GmbH Germany 100%

The acquisition costs amounting to Rs.1,920,805 thousand (Euro 28, 429 thousand) comprise the following components:

a) Purchase price of the 100% shares: Rs. 1,673,382 thousand (Euro 24,767 thousand).

b) Costs directly attributable to the acquisition of the Visiocorp incurred for consultants and legal advisors as well as
stamp duties amount to Rs. 146,075 thousand (Euro 2,162 thousand).

22nd Annual report 2008-09 131


Schedules forming part of the Consolidated Accounts
c) Costs directly attributable to the acquisition of the Visiocorp incurred for the release of securities provided by the
erstwhile Visiocorp Group to its financing parties amounting to Rs. 101,348 thousand (Euro1,500 thousand). The
consideration for these costs was the distribution of 150,000,000 shares (each having a nominal amount of
Euro 0.01).

The book value of the net assets acquired amount to Rs. 2,985,167 thousand (Euro 44,182 thousand). Accordingly
an amount of Rs. 1,064,362 thousand (Euro15,753 thousand), being the excess of the net assets acquired over
the acquisition cost has been recognised as a capital reserve on consolidation.

ii) Further SMVSL has recognised for a cash contribution receivable from certain business stakeholders. During the
reporting period, the Group recognised Rs.1,119,103 thousand (Euro16,704 thousand) as other income in respect of
the cash contribution. The cash contribution receivable has been included under "Advances recoverable in cash or in
kind" in B (i) of Schedule VII as at March 31, 2009 and has been collected subsequent to the year end.

iii) SMVSL has also accrued for an amount of Rs 110,744 thousand(Euro 16,533 thousand) for payments to be made to
certain business stakeholders for continued business support post acquisition of subsidiaries of Visiocorp Plc.(in
administration)

5. Issue of Zero Coupon Foreign Currency 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 are listed in the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Bonds are convertible
either at the option of the holder at any time on or after August 24, 2005 (or such earlier date as is notified to the holders of
the Bonds by the Company) upto July 6, 2010 by holders 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") of Rs. 74.35
per Share with a fixed rate of exchange on conversion of Rs. 52.01 = Euro 1.00. The Conversion Price is subject to adjustment
in certain circumstances.

The Bonds may otherwise 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 may also 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 is outstanding.

The Bonds may also 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 will be redeemed by the Issuer in Euros on July
16, 2010 at 126.77 per cent of its principal amount.

132 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
The issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such time
as the Shares cease 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 4.6 million, in the financial year ended
March 31, 2008, the outstanding balance as on March 31, 2009 is Euro 45,700,000.

5
Revised from Rs. 111.45, in accordance with the terms of issue, consequent to the issue of bonus shares by the Company.

6. During the year Balda Motherson Solution India Limited, a joint venture company has written down the entire block of fixed
assets (except for land) which constitute a cash generating unit based on the recoverable amounts of such assets. Consequently
the group has recognised Rs 111,740 thousand, equivalent to its share, as impairment in these financial statements. In the
previous year, the Company recognised an impairment loss to the extent of the entire carrying value of assets amounting to Rs.
28,807 thousand that were carried as Capital Work in Progress.

7. Payment to the Group's Auditors:

(Rs. in Thousands)

Year ended Year ended


March 31, 2009 March 31, 2008
a) Statutory Audit Fees 6,626 5,790
b) Taxation Matters 337 397
c) Reimbursement of expenses 362 529
d) Others (certification charges and other services) 813 474
Total 8,138 7,190

8. Earning per share

Year ended Year ended


March 31, 2009 March 31, 2008
Weighted Average number of Equity Shares of Re. 1 /- each 355,553,800 353,404,456
(Previous Year Re 1/- each ) outstanding at the end of the year
Net profit after tax available for equity Shareholders (Rs in thousand) 1,762,523 1,778,618
6
Basic/ Diluted Earnings (in Rupees) Per Share of Re. 1/- each. 4.96 5.03
(Previous Year Re 1/- each)
6
Potential conversion of Zero Coupon Foreign Currency Convertible Bonds issued is anti-dilutive and accordingly, has not been
considered in the calculation of diluted earning per share.

22nd Annual report 2008-09 133


Schedules forming part of the Consolidated Accounts
9. Deferred Tax

(i) The break up of net deferred tax liability as at March 31, 2009 is as under:

(Rs in Thousands)

Timing differences As at Additions on Exchange Credit/ As at


on account of: March 31, 2008 account of fluctuation (Charge) March 31, 2009
acquisition of for the year
subsidiaries of
Visiocorp Plc.
(in administration)7
Expenses charged in the (151,526) (42,938) (193) 82,380 (276,651)
financial statements but
allowable as deductions
in future years under the
Income Tax Act (to the
extent considered realisable)
Difference between 191,662 189,557 (153) (40,300) 421,672
depreciation as per
financial statement and
depreciation as per Income
Tax Return
Net Deferred Tax 40,136 146,619 (346) 42,080 145,021
Liability/ (Asset)
7
Refer Note B (4) (b) (i)

(ii) In view of the Group's past financial performance and future profit projections, the Group expects to fully recover the
deferred tax assets.

10. The Group has the following provision in the books of account as on March 31, 2009

(Rs in Thousands)

Warranty Onerous Contracts Other Total


Opening Balance 5,303 - - 5,303
Additions on account of acquisition of
subsidiaries of Visiocorp Plc.
(in administration)8 270,769 122,317 829,906 1,222,992
Additions during the year 6,582 - 53,998 60,580
Utilised / Reversed during the year (12,029) - (133,925) (145,954)
Exchange translation adjustment 15,565 4,232 22,829 42,626
Closing Balance 286,190 126,549 772,808 1,185,547

8
Refer Note B(4) (b)(i)

134 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
Warranty
A provision is recognised for expected warranty claims on products sold during the last year, based on past experience of the
level of repairs and returns. It is expected that most of these costs will be incurred in the next financial year. Assumptions used
to calculate the provision for warranties were based on current sales levels and current information available about returns
based on the warranty period for all products sold.

Onerous contracts
The provision for onerous contracts comprise for expected losses from customer contracts for the next one year. After this
period no provision is recorded as the Group is expecting to turn this customer contracts profitable by cost reductions and
renegotiations with the customers.

Other provisions
Other provisions mainly comprises of two major provisions. One relates to a former fully consolidated subsidiary of Visiocorp
Plc. (in administration) sold prior to the acquisition by the Group, Visiocorp Deutschland GmbH (formerly Schefenacker Mirrors
GmbH) for which an obligation exists concerning transfer of losses due to a profit and loss transfer agreement. The amount
recognised amounts to Rs. 445,929 thousand (Euro 6.6 million). The other provision relates to potential tax threats of the
erstwhile "Lighting" Division of Visiocorp Plc. (in administration) for an amount of Rs. 168,913 .thousand (Euro 2.5 million) that
the Group had taken over consequent on the acquisition of subsidiaries of Visiocorp Plc. (in administration).

11. Leases Obligation Disclosures

Finance Leases:
Assets acquired on finance lease and hire purchase contract comprise property and plant & machinery. These leases are
generally have terms of renewal but no purchase option and escalation clauses. Renewals are at the option of the lessee. Future
minimum lease payment under finance leases and hire purchase contracts are as follows:
(Rs in Thousands)

Year ended Year ended


March 31, 2009 March 31, 2008
Payable not later than one year 58,309 -
Payable later than 1 year and not later than 5 years 139,860 -
payable later than 5 years 114,658 -

Total 312,827 -
Less: Future finance charges 113,104 -
Present value in respect of above 199,723 -

Operating Leases.

The Company has taken various commercial premises, motor vehicles, plant and machinery under non-cancellable operating
leases. The future minimum lease payments as at March 31, 2009 are as follows
(Rs in Thousands)
Payable not later than 1 year 227,073
Payable later than 1 year and not later than 5 years 176,844
Payable later than 5 years 71,281
Lease rental expenses in respect of operating lease is Rs 68,333 thousand.

22nd Annual report 2008-09 135


Schedules forming part of the Consolidated Accounts
12. Related Party disclosures

Related party disclosures, as required by Accounting Standard 18, "Related Party Disclosures", are given below:

I. Relationships where control exists:


a. Joint Ventures:

Kyungshin Industrial Motherson Limited


Visiocorp Motherson Limited (upto March 06, 2009)
Balda Motherson Solution India Limited
Woco Motherson Elastomer Limited
Woco Motherson Advanced Rubber Technologies Limited
Woco Motherson Limited (FZC)
Calsonic Kansei Motherson Auto Product Limited
Ningbo Visiocorp Huaxiang Automotive Mirrors Co. Limited

b. Associate Companies:

Saks Ancillaries Limited

c. Key Management Personnel:

i) Board of Directors:
Mr. V C Sehgal
Mr. Toshimi Shirakawa
Mr. Toshihiro Watanabe (w.e.f June 2, 2008)
Mr. M S Gujral
Mr. Bimal Dhar
Mr. H Murai
Maj. Gen Amarjit Singh (Retd)
Mr. Pankaj Mital
Mr Arjun Puri
Mr. Toshihide Ano
Mr. A. Yamauchi (upto June 1, 2008)

ii) Other Key Management Personnel:

Mr. Vivek Avasthi


Mr. Ravindra Mathur
Mr. G.N. Gauba
Mr. N Ramanathan
iii) Relatives of Key Management Personnel:
Mr. Laksh Vaaman Sehgal (Appointed Director w.e.f. April 30, 2009)
Ms. Renu Sehgal

136 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
Ms. Vidhi Sehgal
Ms. Geeta Soni
Ms. Neelu Mehra
Ms. Padma Avasthi
Mr. Harjit Singh
Ms. Upkar Gujral
Ms. Subina Avasthi

d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:

Motherson Auto Limited


Motherson Air Travel Agencies Limited
Ganpati Auto Industries
South City Motors Limited
ASI Motherson Communication Solution Limited
Motherson Techno Tools Limited
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
NACHI Motherson Tool Technology Limited
Motherson
Samvardhana Motherson Finance Limited
A Basic Concepts Design Pty Limited
ATAR Mauritius Private Limited
Motherson Auto Solutions Private Limited
Motherson Machinery and Automations Private Limited
Spheros Motherson Thermal System Limited
Matsui Technologies India Limited
Motherson Moulds and Diecasting Limited
Webasto Motherson Sunroofs Limited
Anest Iwata Motherson Limited
Field Motor Private Limited
AES (India) Engineering Limited

22nd Annual report 2008-09 137


Schedules forming part of the Consolidated Accounts
Miyazu Motherson Engineering Design Limited
Anest Iwata Motherson Coating Equipment Limited
Nissin Advance Coating Indo Company Limited.
Magnetti Marelli Motherson Holding India BV
Magnetti Marelli Motherson Auto System Limited
Samvardhana Motherson Finance Services Cyprus Limited
Motherson Zanotti Refrigeration System Limited
Motherson Time Tooth Technologies Private Limited
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.

e. Joint Venturer:

Sumitomo Wiring Systems Limited, Japan


Wilhelm Pudenz GmbH, Germany
Visiocorp Plc, UK (Upto March 06, 2009)
Kyungshin Industrial Co., Korea
Woco Franz Josef Wolf Holding GmbH, Germany
Balda AG, Germany
Calsonic Kansei Corporation, Japan
E-Compost Pty. Limited, Australia
Dermotech GmbH, Germany

138 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
II. Details of transactions, in the ordinary course of business at commercial terms, and balances with related parties as
mentioned in 12 (I) above:
(Rs. in Thousands)
S No Particulars Parties mentioned Parties mentioned in Parties mentioned in Parties mentioned in
in 12 (i) (a) above 12 (i) (b) & (d) above 12 (i) (e) above 12 (i) (c) above
Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
1 Sale of Goods 1,346,216 901,237 48,819 19,157 364,410 389,407 36 -
2 Rendering of Services 190,211 99,763 24,379 19,467 75 - - -
3 Sale of Fixed Assets 252 7,941 - 59 - 76 - -
4 Purchase of Goods 47,340 36,278 356,212 467,797 1,694,322 1,259,629 - -
5 Purchase of Fixed Assets - 8,680 133,631 23,061 25,817 12,511 - -
6 Purchase of Services 11,608 8,198 406,588 314,452 12,857 9,741 4,707 9 5,119 9
7 Reimbursement (Net) 26,974 4,499 54,581 3,105 8,759 868 - -
8 Investments made during
the year 39,886 193,747 - - - 86,283 - -
9 Purchase of Shares - - - - - 20,443 - -
10 Sale of Shares - - 19,957 - 139,555 - - -
11 Royalty 7,862 5,399 179 - 97,152 87,932 - -
12 Remuneration/Sitting
Fees of Directors - - - - - - 14,765 18,852
13 Interest Income 2,076 11,030 3,409 36 - - - -
14 Interest Expense - - - 1,167 - - - -
15 Dividend Paid - - 135,979 100,725 199,404 136,911 28,792 10 21,384 10
16 Dividend Received 76,198 34,229 875 - - - - -
17 Advance Given against
Equity / Preference Shares - 11,739 - - -- - - -
18 Loans Received during the year 17,500 5,000 17,350 10,000 - - - -
19 Loans Given during the year 10,000 - 75,083 980 - - - -
20 Loans Repaid during the year 17,500 - 42,250 980 - 86,283 - -
21 Loans Received back
during the year 13,314 143,806 - - - - - -
22 Security Deposits Received 1,547 30,128 8,492 - - 7,043 - -
23 Security Deposits Repaid - 128 - - - - - -
Balances as at year end
24 Investments 679,490 638,622 38,230 38,230 - - - -
25 Advance Given against
equity /Preference Share - 11,739 - - - - - -
26 Loans Payable - 17,500 128,182 20,000 - - - -
27 Loans Receivable - 20,814 - - - - - -
28 Advances Receivable 12,484 1,496 64,621 8,524 3,112 - - -
29 Security Deposit Received 11,082 32,561 8,492 2,628 - - 96 -
30 Security Deposits Given - - 71,488 2,706 - - - 542
31 Trade Payable 13,775 8,974 110,626 89,651 75,834 232,391 - 193
32 Trade Receivable 253,835 125,698 67,552 3,826 28,573 33,274 - -
33 Minority Interest - - - - - - - -
The corresponding figures of the previous year have been regrouped and reclassified, wherever necessary.
9
Rent of Rs. 4,707 thousand (previous year Rs. 3,785 thousand) paid to Mr. V.C Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Renu Sehgal,
Ms. Vidhi Sehgal.
10
Dividend of Rs. 28,792 thousand (previous year Rs. 21,384 thousand) paid to Mr. V. C. Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Neelu
Mehra, Ms. Geeta Soni, Ms. Vidhi Sehgal, Mr. Pankaj Mital, Mr. M.S. Gujral, Mr. G.N.Gauba, Mr. Vivek Avasthi, Ms. Renu Sehgal,
Ms. Padma Avasthi, Ms. Subina Avasthi, Mr. Harjit Singh.

22nd Annual report 2008-09 139


Schedules forming part of the Consolidated Accounts
13. Segment Information

a) Information about Primary Business Segments

(Figure in Rupees Thousands)


Automotive Non automotive Unallocated Total
Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
Segment revenue
External 23,968,581 17,788,192 3,441,127 3,138,418 270,286 12,028 27,679,994 20,938,638
Inter segment 113,902 146,870 - - - 113,902 146,870
Total revenue 23,854,679 17,641,322 3,441,127 3,138,418 270,286 12,028 27,566,092 20,791,768
-
Results -
Segment result 2,877,462 2,258,446 (6,621) 266,844 - 2,870,841 2,525,290
Interest expense (net of
Interest income) - - - - 354,349 243,943 354,349 243,943
Other Unallocable (net
of Income) - - - - (43,290) 19,140 (43,290) 19,140
Profit of Associate - - - - 871 2,143 871 2,143
Profit before taxation - 2,560,653 2,264,350
Provision for taxation - - - - 348,665 513,921 348,665 513,921
Net profit after tax - 2,211,988 1,750,429
- Concern Share - - 1,762,523 1,778,618
- Minority Share - - 449,465 (28,189)
Other items -
Segment assets 30,955,162 11,654,958 2,981,084 3,417,401 958,811 729,599 34,895,057 15,801,958
Segment liabilities 13,848,847 2,565,089 779,725 1,003,735 9,840,42311 6,668,683 24,468,99511 10,237,507
Capital expenditure 1,440,054 1,846,371 135,946 309,654 - - 1,576,000 2,156,025
Depreciation 842,346 720,202 248,217 126,397 - 1,090,563 846,599
Amortisation of Premium
on Redemption of Zero
Coupon Foreign currency
convertible bonds - - - 154,524 165,049 154,524 165,049
11
Does not include proposed dividend and tax thereon

b) Information about Secondary Business Segments

12
India Outside India Unallocated Total
Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
Revenue by geographical
markets
External 14,425,482 13,315,736 12,870,323 7,464,004 270,287 12,028 27,566,092 20,791,768
Total 14,425,482 13,315,736 12,870,323 7,464,004 270,287 12,028 27,566,092 20,791,768
Carrying amount of
segment assets 9,155,921 9,664,004 24,763,181 5,408,356 958,811 729,599 34,877,913 15,801,959
Addition to fixed assets 1,220,047 1,803,825 355,953 352,200 - - 1,576,000 2,156,025
12
Includes Europe, America, Asia Pacific, Middle East and Australia

140 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
c) Composition of Business Segments
The Group is organised into two main business segments, namely:
Automotive Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components,
Cockpit Assembly
Non Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components, Household Wires, Plates, Aerobin

d) Inter Segment Transfer Pricing


Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and
business risks, with an overall optimisation objective for the Group.
14. The long term defined employee benefits and contribution schemes of the Group are as under:
(A) Defined Benefit Schemes
(i) Gratuity / Pension Benefits
The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as below:

Gratuity Leave Encashment/


Compensated Absences
As At As At As At As At
March 31, 2009 March 31, 2008 March 31, 2009 March 31, 2008
Obligations at year beginning 750,677 70,292 27,619 21,104
Service Cost - Current 24,488 10,545 7,726 6,492
Interest Cost 11,272 3,769 1,941 1,536
Actuarial (gain) / loss 16,358 8,847 5,115 9,594
Benefit Paid (10,046) (5,647) (3,045) (9,238)
Effect of exchange rates changes (17,481) 296 - -
Obligations at year end 775,268 88,102 39,356 29,488
Change in plan assets
Plan assets at year beginning, at fair value 906,155 52,232 - -
Expected return on plan assets 10,534 4,218 - -
Actuarial gain / (loss) 1,096 1,560 - -
Contributions 24,907 14,231 - -
Benefits paid (6,370) (4,167) - -
Effect of exchange rates changes (23,538) - - -
Plan assets at year end, at fair value 912,784 68,074 - -
Reconciliation of present value of the
obligation and the fair value of
the plan assets:
Present value of the defined benefit
obligations at the end of the year 775,268 88,102 39,356 29,488
Fair value of the plan assets at the
end of the year 912,784 68,075 - -
Liability recognised in the Balance Sheet (137,516) 20,027 39,356 29,488
Defined benefit obligations cost for the year
Service Cost - Current 24,488 10,545 7,726 6,492
Interest Cost 11,272 3,769 1,941 1,536
Expected return on plan assets (10,534) (4,218) - -
Actuarial (gain) / loss 15,262 7,287 5,115 9,594
Net defined benefit obligations cost 40,488 17,383 14,782 17,622

22nd Annual report 2008-09 141


Schedules forming part of the Consolidated Accounts
Investment details of plan assets

100% of the plan assets are lying in the Gratuity fund administered through Life Insurance Corporation of India (LIC)
under its Group Gratuity Scheme.

The principal assumptions used in determining post-employment benefit obligations are shown below:

Indian Foreign
Discount Rate 7.0% - 8.0% 4.7% - 17.0%
Future salary increases 4.5% - 7.0% 5.0% - 15.0%
Expected return on plan assets 8.0% - 9.25% 8.33%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market.

(B) Defined Contribution Schemes

The Group deposits an amount determined at a fixed percentage of basic pay every month to the State administered
Provident Fund, Employee State Insurance (ESI) and Social Insurance for the benefit of the employees. Accordingly,
the Group's contribution during the year that has been charged to revenue amounts to Rs.226,061 thousand.

15. Interest in Joint Ventures

The Group's interests, as a venture, in jointly controlled entities as at March 31, 2009 are:

Name of the Company Country of % voting power % voting power


Incorporation held as at held as at
31 March, 2009 31 March, 2008
Visiocorp Motherson Limited India - 13 49%
Kyungshin Industrial Motherson Limited India 50% 50%
Woco Motherson Limited (FZC) (through MSSL Mauritius
Holdings Limited) UAE 33.33% 33.33%
Woco Motherson Elastomers Limited India 33.33% 33.33%
Woco Motherson Advanced Rubber Technologies Limited India 33.33% 33.33%
Balda Motherson Solution India Limited India 40% 40%
Calsonic Kansei Motherson Auto Products Limited India 49% 49%
Ningbo Visiocorp Huaxiang Automotive Mirrors Co. Limited China 50% -
13
With effect from March 06, 2009, 49% directly held by Company and 51% through SMVSL.

142 Motherson Sumi Systems Limited


Schedules forming part of the Consolidated Accounts
The following amounts represent the Groups share of the assets and liabilities and revenue and expenses of the joint
venture and are included in the consolidated balance sheet and consolidated profit & loss account:

(Rs. in Thousands)
Particulars March 31,2009 March 31,2008
Assets
Fixed Assets 934,481 624,473
Capital Work in Progress 4,712 20,965
Current Assets 836,826 1,115,383
Liabilities
Secured Loans 84,517 132,193
Unsecured Loans 34,153 23,387
Current Liabilities & Provisions 450,161 696,274
Deferred Tax (Net) 9,215 4,569
Reserves & Surplus 190,717 253,404
Revenue
Sales 3,420,030 2,294,134
Other Income 29,334 20,853
Expenditure 3,171,272 2,050,587
Profit before Tax 278,092 264,400
Provision for Tax 159,143 101,667
Profit after Tax 118,949 162,733
Contingent Liabilities
- In respect of Excise, Sales tax & Service tax matters 4,673 21,211
- Bank Guarantees 79,411 53,027
Capital Commitment 11,668 27,883

16. Subsequent Events

a) The Board of Directors' in their meeting held on June 29, 2009 have approved the purchase of Minority Interest of
43.87% in its Subsidiary Motherson PUDENZ WICKMANN Limited (MPWL). MPWL has net sales of Rs. 26,389 thousand
and profit after tax of Rs. 4,806 thousand for the year ended March 31, 2009.

b) Subsequent to the year end SMVSL has announced the intended closure of two of its facilities loctated in Germany and
Australia. The estimated cost of such closure, likely to be completed in the current financial year, net of financial supports
receivable is Rs. 236,478 thousand (Euro 3,500 thousand), which is not provided for in these financial statements.

c) On June 1, 2009 General Motors Corp. US Operations filed Chapter 11application. As of March 31, 2009 sundry debtors
of the Company relating to General Motors Corp. and its subsidiaries being affected by Chapter 11application amounted
to Rs. 67,565 thousand approximately (Euro 1,000 thousand) and was paid in its entirety prior to the bankruptcy event.
The Company has assessed the risk of outstanding and unpaid claims with General Motors as of the June 1, 2009 bankruptcy
date of approximately Rs. 74,322 thousand (Euro 1,100 thousand) and believes after considering General Motors expected
exit from bankruptcy, all amounts will be fully recovered. Further, in the event of a prolonged bankruptcy process, as a
deemed "critical supplier" to General Motors Corp., the Company is entitled to preferred status for payment of pre and
post bankruptcy petition claims.

22nd Annual report 2008-09 143


17. The Group is required to comply with the local transfer pricing regulations, which are contemporaneous in nature. The companies
in the Group appoint independent consultants annually for conducting the transfer pricing study to determine whether the
transactions with the associate enterprises are undertaken during the financial year on an arm's length basis. Adjustments, if
any, arising from the transfer pricing study in the respective jurisdiction shall be accounted for as and when the study is
completed for the current financial year. The management is of the opinion that its international transactions are at arm's
length so that aforesaid legislation will not have any impact on the financial statements.

18. The current year figures includes the results of SMVSL which acquired the subsidiaries from Visiocorp Plc. (in administration)
from their date of acquisition (Refer B(4) (b)), hence are not comparable. The corresponding figures of previous year have been
regrouped, rearranged wherever necessary to conform to the current year's classification.

for and on behalf of the Board

V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL


Vice Chairman Whole time Director Chief Operating officer

Place : Noida G.N. GAUBA


Date : June 29, 2009 Co. Secretary & V.P. Finance

144 Motherson Sumi Systems Limited


Motherson Sumi Systems Limited
Regd. Office: 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi - 110 044.

NOTICE Section 293(1)(d) of the Companies Act, 1956, to the Board of


Notice is hereby given that the 22nd Annual General Meeting of Directors of the Company for borrowing from time to time
the Members of Motherson Sumi Systems Limited will be held on money(ies) as they may deem appropriate for the business and
Thursday, the 24th day of September, 2009 at 11:30 A.M. at FICCI purpose of the Company, notwithstanding that the money(ies)
Golden Jubilee Auditorium, Federation House, Tansen Marg, New to be borrowed, together with the money(ies) already borrowed
Delhi-110001 to transact the following business: (apart from temporary loans obtained from the Company's
bankers in the ordinary course of business) may exceed the
ORDINARY BUSINESS: aggregate of the paid-up capital of the Company and its free
1. To receive, consider and adopt the Audited Balance Sheet of reserves, that is to say, reserves not set apart for any specific
the Company as at 31st March, 2009 and Profit & Loss Account purpose, provided that the aggregate of the money(ies) that
for the year ended on that date together with reports of the may be borrowed by the Board of Directors shall not exceed
Directors and Auditors thereon. Rs. 6,000 Million (Rupees Six Thousand Million only) at any
time.
2. To declare the dividend for the year 2008-2009 on the equity
shares of the Company. 8. To consider and, if thought fit, to pass with or without
modification(s), the following resolution as a Special Resolution:
3. To appoint a Director in place of Mr. Bimal Dhar, who retires by
rotation and being eligible offers himself for re-appointment. RESOLVED THAT in pursuance of Resolution No. 8 passed at
the Annual General Meeting of the Company held on 11th
4. To appoint a Director in place of Mr. Hiroto Murai, who retires
August, 2008 for the appointment and remuneration of Mr.
by rotation and being eligible offers himself for re-appointment.
Toshihiro Watanabe, Whole-time Director of the Company, and
5. To appoint Statutory Auditors of the Company to hold office in accordance with the provisions of Section 198, 269, 309,
from the conclusion of this Annual General Meeting until the 310 and subject to Schedule XIII and other applicable provisions
conclusion of next Annual General Meeting at a remuneration of the Companies Act, 1956, if any, (including any statutory
to be decided by the Board of Directors. M/s. Price Waterhouse, modification or re-enactment thereof) and subject to the such
Chartered Accountants, Gurgaon retire at the ensuing Annual other approvals/sanctions as may be necessary, the approval of
General Meeting and being eligible offer themselves for re- the members be and is hereby accorded to the Board of Director's
appointment. resolution passed at their meeting held on 27th July 2009,
SPECIAL BUSINESS revising the remuneration of Mr. Toshihiro Watanabe, Whole-
time Director of the Company on the terms and conditions, as
6. To consider and, if thought fit, to pass with or without
set out in the explanatory statement which shall be deemed to
modification(s), the following resolution as an Ordinary
form part hereof.
Resolution:
RESOLVED FURTHER THAT the Board of Directors be and are
RESOLVED THAT Mr. Laksh Vaaman Sehgal, who was appointed
hereby authorized to further vary and/or revise the remuneration
as an Additional Director of the Company w.e.f. 30th April,
of the said Whole-time Director within the permissible limits
2009 and who holds office till the date of the ensuing Annual
under the provisions of the Companies Act, 1956 or any
General Meeting in terms of Section 260 of the Companies
statutory thereof, from time to time and to settle any question
Act, 1956 and Article 85 (2) of Articles of Association of the
or difficulty in connection therewith or incidental thereto.
Company and in respect of whom the company has received a
notice in writing from a shareholder pursuant to Section 257 of By Order of the Board
the Companies Act, 1956 proposing his candidature to the office
of Director, be and is hereby appointed as a Director of the G.N. GAUBA
company, liable to retire by rotation." Place : NOIDA Vice Present (Finance) &
7. To consider and, if thought fit, to pass with or without Date : 27th July, 2009 Company Secretary
modification(s), the following resolution as an Ordinary
Regd. Office:
Resolution:
2nd Floor, F-7, Block B-1,
RESOLVED THAT in supersession of the earlier resolutions, Mohan Co-operative Industrial Estate,
consent of the Company be and is hereby accorded, under Mathura Road, New Delhi - 110 044

Notice+Proxy-FINAL.pmd 1 8/25/2009, 8:53 PM


NOTES respect of shares held in Physical form will not automatically be
1. Explanatory Statement pursuant to Section 173 (2) of the applicable to shares held in electronic form. Members who wish
Companies Act, 1956 relating to the Special Business to be to change such Bank Account details are therefore requested to
transacted at the meeting is annexed hereto. advise their Depository Participants about such change with
complete details of Bank Account.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT ANOTHER PERSON AS 9. Members holding shares in physical form and desirous of availing
HIS PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD Electronic Clearing System (ECS) facility are advised to submit
OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THE particulars of their bank account, viz. name and address of
COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST BE branch of the bank, 9 digit MICR code, type of account and
DEPOSITED WITH THE COMPANY AT ITS REGISTERED OFFICE account number to the Company's Registrar and Share Transfer
NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME Agents (RTA), M/s. Karvy Computershare Pvt. Ltd.
OF THE MEETING. 10. The relevant details as required under Clause 49 of the Listing
3. Corporate Members intending to send their authorized Agreement entered with Stock Exchange of person seeking
representative(s) are requested to send a duly certified copy of appointment/re-appointment as Director is also annexed and
the Board Resolution authorizing their representative(s) to attend forms part of this Notice.
and vote at the Annual General Meeting. 11. All the material documents, resolutions passed by the Board of
4. Register of Members and Share Transfer Books of the Company Directors with regard to proposed Resolutions at item No. 8,
shall remain closed from 18.09.2009 to 24.09.2009 (both days Memorandum and Articles of Association of the Company etc.
inclusive). Dividend, if approved at the meeting, will be paid to are open for inspection to the members till the conclusion of
those members whose names appear as: the Annual General Meeting at the registered office of the
Company.
a) Beneficial Owners, as at the end of business hours on
17.09.2009 as per lists to be furnished by NSDL & CDSL in EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF
respect of shares held in electronic form and; THE COMPANIES ACT, 1956

b) Members in the Register of Members as on 24.09.2009 Item no. 6


after giving effect to valid transfer requests received before With a view to giving further boost up of the Company and
the close of business hours on 17.09.2009. strengthen the Board of Directors, the Directors of the Company
appointed Mr. Laksh Vaaman Sehgal as an Additional Director of
5. Members holding shares in physical form are requested to notify
the Company w.e.f. 30th April, 2009.
change of address, if any, to the Company's Registrar and Share
Transfer Agents (RTA), M/s. Karvy Computershare Pvt. Ltd., Mr. Vaaman has done MBA degree from Columbia Business School
"Karvy House" 46, Avenue 4, Street No. 1, Banjara Hills, (USA). He has also spent 3 years working with the group's
Hyderabad - 500 034 quoting correct Folio Number and in case collaborators in Germany and Japan. Presently he is CEO of
of shares held in dematerialized form to the concerned Samvardhana Motherson Visiocorp Solution Limited, Jersey.
Depository Participant.
In accordance with the provisions of Section 260 of the Companies
6. Pursuant to the provisions of Section 205A of the Companies Act, 1956 and Article 85 (2) of Articles of Association of the Company,
Act, 1956, the amount of dividend which remains unclaimed he holds office upto the date of this Annual General Meeting.
for a period of 7 years would be transferred to the "Investor
The Company has received a notice from a member of the Company
Education and Protection Fund (IEPF)", constituted by the Central
alongwith requisite fee under section 257 of the Companies Act,
Government and the shareholder(s) would not be able to claim
1956 signifying his intention to propose the appointment of Mr.
any amount of dividend so transferred to the Fund. Accordingly,
Laksh Vaaman Sehgal to the office of Director.
the proposed date for the transfer of unclaimed dividend by
the Company for the year 2001-2002 to IEPF is 4th October, The Board recommends the appointment of Mr. Laksh Vaaman
2009. Sehgal as a Director of the company.

7. Members/Proxies should bring the Attendance Slip duly filled Mr. Laksh Vaaman Sehgal himself and Mr. Vivek Chaand Sehgal,
in for attending the meeting along with their copy of Annual Director being related to him be deemed to be interested and/or
Report. No extra attendance slip and/or Annual Report will be concerned in this item of business. No other Director is interested
provided at the venue of the Annual General Meeting. or concerned in the resolution.

8. Members who hold shares in dematerialized form may kindly Item no. 7
note that their Bank Account details, as furnished by their Under section 293(1)(d) of the Companies Act, 1956, exercise of
Depositories to the Company, will be printed on their dividend borrowing powers by the Board of Directors of the Company in
warrants as per the applicable regulations of the Depositories excess of its paid up Share Capital and free reserves (apart from
and the Company will not entertain any direct request from temporary loans obtained from the Company's bankers in the
such members for deletion of or change in such Bank Account ordinary course of business) requires approval of the members of
Details. Further, instructions, if any, already given by them in the Company by an ordinary resolution.
Presently, the Board is authorised by a resolution of the shareholders with the rules of the Company subject to overall ceiling on
dated July 30, 2007 to borrow monies for the business purposes of remuneration prescribed under Section 198 and 309 read with
the Company within an overall limit of Rs.5,000 Millions (Rupees Schedule XIII and other applicable provisions, if any, of the
Five Thousand Millions) apart from temporary loans to be obtained Companies Act, 1956.
from the Company's bankers in the ordinary course of business.
Category 'B'
Your Company today is growing at a fast pace both organically and
He will be entitled to Company's car with driver and telephone
inorganically. To take care and successfully implement its ambitious
at residence and a mobile phone. Private long distance call would
plans, the Company would require to infuse substantial funds and
be billed to the Whole-time Director.
accordingly may have to depend on large amount of borrowings
from time to time. It is, therefore, considered desirable to enhance 3. OTHER TERMS
the limit from the existing level of Rs. 5,000 Millions (Rupees Five
a. He will be entitled to Company's contribution to Provident
Thousand Millions) to Rs. 6,000 Millions (Rupees Six Thousand
Fund - As per Company rules.
Millions only)
b. He will not be entitled to sitting fees for attending meetings
None of the Director of the Company is, in any way, concerned or
of the Board or Committee(s) thereof.
interested in the resolution.
c. He will be liable to retire by rotation.
Item no. 8
At the Annual General Meeting of the Company held on 11th August, d. The aforesaid appointment may be terminated by either
2008, the Members had approved of the appointment and terms of party giving three months notice in advance.
remuneration of Mr. Toshihiro Watanabe as Whole-time Director of In the event of loss/inadequacy of profit, the aforesaid remuneration
the Company for a period of three years w.e.f. 02.06.2008. will be treated as minimum remuneration and shall be payable to
Mr. Toshihiro Watanabe is a graduate in Law. He has working him in terms of the provisions of Schedule XIII to the Companies
experience of about 32 years at M/s. Sumitomo Wiring Systems Act, 1956 as applicable from time to time.
Ltd., Japan in the field of Accounting, Finance, planning and other Besides, the remuneration as proposed above, Mr. Toshihiro
related management areas. Mr. Watanabe is the nominee of M/s. Watanabe does not have any other pecuniary relationship with the
Sumitomo Wiring Systems Ltd., Japan (SWS), Joint Venture partner Company.
of your Company
The Board of Directors have recommended the revision of salary
An application to be Central Government in the presided manner and perquisite of Mr. Watanabe for the approval of members.
has since been made for their approval to the appointment and
None of the Directors of the Company except Mr. Toshihiro Watanabe
payment of remuneration as prescribed under the provisions of the
is concerned or interested in this Resolution.
Companies Act, 1956. However the said approval of Central
Government is still awaited. In the meantime, the Board of Directors This may be treated as an abstract of the terms of the contract or
at their meeting held on 29th July, 2009 has restructured his variation of Mr. Toshihiro Watanabe as a Whole-time Director of
remuneration w.e.f. 1st October, 2008 as detailed hereunder: the Company pursuant to section 302 of the Companies Act, 1956.
1. REMUNERATION
By Order of the Board
- Basic Salary Rs. 48,000/- per month.
- Special/Hardship Allowance Rs. 77,760/- per month.
G.N. GAUBA
2. PERQUISITES AND ALLOWANCES Place : NOIDA Vice Present (Finance) &
Category 'A' Date : 27th July, 2009 Company Secretary

He will be entitled to perquisites and allowances like free Regd. Office:


accommodation (fully furnished), medical reimbursement, leave 2nd Floor, F-7, Block B-1,
travel concession for self and his family, Electricity, gas and water Mohan Co-operative Industrial Estate,
charges and all other perquisites and amenities in accordance Mathura Road, New Delhi - 110 044
Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting
(Pursuant to clause 49 of the Listing Agreement)

Name of Director Mr. Bimal Dhar Mr. Hiroto Murai Mr. Laksh Vaaman Sehgal
Date of Birth 14.06.1953 27.02.1967 29.11.1982
Date of Appointment 16.01.2004 22.07.2002 30.04.2009
Experience in specific Having more than three decades rich He is an engineering He has undergone intensive training in
Functional area experience in the field of Automobile Science Graduate and all the main business of Samvardhana
Industry. He has also associated with the associated with Sojitz Motherson Group. He has also spent
companies in the designing business in the Corporation, Japan for three years working with Group's
Automobile Industry. over twenty years. Collaborators.
Qualification Master in Mechanical Engineering Engineer, Science MBA
Graduate
Directorship in other - MothersonSumi Infotech & Designs Nil - Motherson Auto Limited
public ltd. companies Ltd. - Samvardhana Motherson Finance Ltd.
- Sumi Motherson Innovative Engineering - Motoman Motherson Robotics Ltd.
Ltd.
- Motherson Air Travel Agencies Ltd.
- Southcity Motors Ltd.
- Motherson Techno Tools Ltd.
- AES (India) Engineering Ltd.
- Tigers Connect Travel Systems and
- Motherson Air Travel Agencies Ltd. Solutions Ltd.
- CTM India Limited - Motherson Advance Tooling Solutions
- Calsonic Kansei Motherson Auto Ltd.
Products Ltd. - Visiocorp Motherson Ltd.
- Samvardhana Motherson Finance Ltd.
- Magneti Marelli Motherson Auto System
Ltd.
- Motherson Timetooth Technologies Ltd.
Member/Chairman of Audit Committee Audit Committee Audit Committee
the Committee of the
- MothersonSumi Infotech & Designs Ltd. Nil - Samvardhana Motherson Finance Ltd.
Board of the public
limited companies on - Calsonic Kansei Motherson Auto - Motherson Advance Tooling Solutions
which he is director Products Ltd. Ltd.
- Sumi Motherson Innovative Engineering - Motherson Auto Ltd.
Ltd.
- Magneti Marelli Motherson Auto System
Ltd.
Shareholders/Investors Grievance Shareholders/Investors Shareholders/Investors' Grievance
Committee Grievance Committee Committee
Nil Nil Nil

Details of Shareholding / other convertible instruments of Non-executive Directors of the Company


(Pursuant to clause 49 of the Listing Agreement)

Sl. No. Name of Director No. of Equity Shares Other convertible Instruments
1. Mr. Vivek Chaand Sehgal 12757156 Nil
2. Mr. Toshimi Shirakawa Nil Nil
3. Mr. M.S. Gujral 303750 Nil
4. Maj. Gen. Amarjit Singh (Retd.) Nil Nil
5. Mr. Arjun Puri Nil Nil
6. Mr. Hiroto Murai Nil Nil
7. Mr. Bimal Dhar 45000 Nil
8. Mr. Laksh Vaaman Sehgal Nil Nil
Motherson Sumi Systems Limited
Regd. Office: 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi - 110 044.

ATTENDANCE CARD
22nd Annual General Meeting, Thursday, September 24, 2009 at 11:30 A.M.
Folio No. /DP Client ID ........................................................................ No. of shares .......................................................
Name ..............................................................................................
Address ..................................................................................................................................................................................................
.....................................................................................................................................................................................................
I/ We hereby record my/ our presence at the 22nd Annual General Meeting of the Company being held at 11:30 A.M. on Thursday,
September 24, 2009 at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi - 110001.

Proxy's name .................................................... ....................................................


Proxy's signatures ............................................. Members Signature
Note: 1. Please note that no gifts or coupons will be given to the Shareholders for attending the Annual General Meeting.
2. Members holding shares in physical form are requested to advise the change in their address, if any, to Karvy Computershare
Pvt. Ltd., 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad- 500 034 and members holding shares in demat are requested
to advise the change to their respective Depository Participants.


Motherson Sumi Systems Limited


Regd. Office: 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi - 110 044.

FORM OF PROXY
I/We ............................................................................................. of .................................................................................being
a Member/Member(s) of Motherson Sumi Systems Limited hereby appoint......................................................
of ....................................................or failing him/her .............................................of ...........................................................as
my/our proxy to vote for me/us and on my/our behalf at Annual General Meeting of the Company to be held at 11:30 A.M. on
Thursday, September 24, 2009 at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi-110001 and at any adjournment
thereof.
Dated: this ...................... day of ...................... 2009
For office use only
Proxy No. ...................................................................
Affix Rs. 1
Folio No. /DP Client ID ............................................... Members Signature Revenue
Stamp
No. of shares .............................................................
Notes: 1. The proxy form should be signed across the stamp as per specimen signature registered with the Company.
2. The Proxy must be deposited at the Registered Office at 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial
Estate, Mathura Road, New Delhi 110 044 not later than 48 hours before the time for holding the meeting.
3. The proxy need not be a Member of the Company.

Notice+Proxy-FINAL.pmd 5 8/25/2009, 8:53 PM


Research, concept & design by WYATT (info@wyatt.co.in) / Printed at Thomson Press
Motherson Sumi Systems Limited
2nd Floor, F-7, Block B-1,
Mohan Cooperative Industrial Estate,
Mathura Road, New Delhi – 110 044