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It always seems impossible until it’s done. Samvardhana Motherson International Limited 2017-2018 Annual Report

It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

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Page 1: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

It always seems impossible until it’s done.

Samvardhana MothersonInternational Limited

2017-2018Annual Report

Page 2: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

DisclaimerIn 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 forward-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 realised, although we believe we have been prudent in

our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown 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.

Contents:

Chapter 1 - Corporate informationChapter 2 -Chairman’s letterChapter 3 - It always seems impossible until it’s doneChapter 4 - About SAMILChapter 5 - SAMIL shareholding structureChapter 6 - Vision, Mission and ValuesChapter 7 - SMG business portfolioChapter 8 - Major group holding companiesChapter 9 - Wiring harnesses & rear view mirrorsChapter 10 - Polymers and modulesChapter 11 - Elastomer processingChapter 12 - Metal workingChapter 13 - IT, software & technologyChapter 14 - Manufacturing supportChapter 15 - Growing with customer trust Chapter 16 - Serving customers globallyChapter 17 - Awards & recognitionDirectors’ reportStandalone financial statementsConsolidated financial statements

Page

12568910121415202125272930323759113

Page 3: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

1Annual Report 2017-2018

Corporate Information

Chief Financial OfficerMr. Manish Goyal

Registered OfficeUnit 705, C Wing, ONE BKC, G BlockBandra Kurla Complex, Bandra East,Mumbai-400051, Maharashtra, India Investor CellMs. Pooja Mehra (Company Secretary)E-mail: [email protected] Registrar and Share Transfer AgentLink Intime India Private Limited44, Community Centre 2nd Floor, Near PVRNaraina, Phase - I, Naraina Industrial Area New Delhi - 110028

Statutory AuditorsS.R. Batliboi & Co. LLP, Chartered Accountants(Firm Registration No.: 301003E/IE300005)Golf View Corporate Tower-B,Sector-42, Sector Road,Gurugram – 122002,Haryana, India

Internal AuditorsProtiviti Advisory India Member Private Limited15th Floor, Tower A, DLF Building No. 5, DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India

Bankers Axis Bank Ltd.

Board of Directors

Mr. Vivek Chaand SehgalChairman

Mr. Laksh Vaaman SehgalDirector

Mr. Hiroshi MorimotoDirector

Mr. Hideo HatadaDirector

Mr. Ramesh DharDirector

Mr. Bimal DharDirector

Mr. Ashok TandonDirector

Mr. Vivek AvasthiDirector

Ms. Geeta SoniDirector

Ms. Nilu MehraDirector

Ms. Madhu BhaskarDirector

Mr. Dhruv MehraDirector

Mr. Sanjay MehtaDirector

Mr. Yasuhiro KawamuraAlternate Director to Mr. Hideo Hetado

Chapter 1

Corporate information.

Page 4: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

2 Samvardhana Motherson International Limited2 Samvardhana Motherson International Limited

Page 5: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

3Annual Report 2017-2018

“SAMIL as the principal holding company of the Samvardhana Motherson Group has further strengthened the foundations of the Group through new JVs, more acquisitions, addition of new product ranges, new facilities and entry into new market segments.”I am pleased to inform that all the divisions of Samvardhana Motherson International Limited (SAMIL) have shown robust performance during the year on all parameters. SAMIL as the principal holding company of the Samvardhana Motherson Group has further strengthened the foundations of the Group through new JVs, more acquisitions, addition of new product ranges, new facilities and entry into new market segments. SAMIL has declared the first interim dividend this year. In 2017-18 the Group turnover reached USD 10.5 billion. Motherson Sumi Systems Ltd. (MSSL), the publicly listed company with SAMIL shareholding achieved consolidated sales of INR 55,858 Crore (USD 8.6 billion), a 33% increase compared to last year. Operating EBITDA is up 23%. Consolidated Return on Capital Employed (ROCE) stands at 18%. MSSL’s standalone ROCE is at 46%. SMRPBV received new orders worth EUR 4.7 billion during FY 2017-18.

In September 2018, MSSL will celebrate 25 years of being a listed entity. On the 9th of September in 1993, MSSL stock was publicly traded for the first time. What a stupendous journey!!!

MSSL globally has 6 plants at different stages of completion. SMP Tuscaloosa (USA) plant which is so far the largest plant of MSSL, was inaugurated on 26th April 2018. We are also pleased to announce that the acquisition of Reydel Automotive was completed on the 2nd of August 2018. Reydel makes interior modules

for global automotive OEMs. It adds significantly to our customer product offerings and geographical reach. This is the 21st acquisition by the Group. All the main business divisions under SAMIL have delivered good performance supported by strong initiatives to propel future growth. Highlights of some of the companies included here give the indication of the robust performance. MothersonSumi INfotech & Designs Ltd. (MIND) the IT wing of SAMIL registered an overall business growth of 19%. Focusing on doing more Digital Transformation projects vis-a-vis conventional IT projects, share of digital was 12% in the overall projects mix. A strategic initiative has been launched to productise the current set of services for Manufacturing with an Internet of Things (IoT) based offering to expand market visibility and business outreach. Strategic engagements have been initiated with industry players like Microsoft and AWS for collaborative initiatives in the IoT and Cloud spaces. MIND made an entry into the Pharma space by providing niche services in the areas of production management, budget management, compliance and audit to one of the major Indian pharma companies. Another breakthrough was in the FMCG space with implementation of packing and distribution management system for Indian facility of one of the global players. MIND’s subsidiary MSID established a new office in Chicago. MIND also entered into new avenues in the US

with Product Engineering Services for an Education Technology company as well as establishing business relationships in the startup space. Magneti Marelli Motherson Auto System Pvt. Ltd. (MMM) established itself as one of the leading manufacturers of lighting systems and plastic air intake manifolds in India. MMM registered a sales growth of 67% over the last year. The company added new products including Bi-HID and Bi-Halogen Headlamps; new Rear-lamp with Tail and Stop function in LED. The company started operations at the new plant at Bawal and undertook expansion at the Sanand plant. Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd. (MMSAI) achieved 107% growth in revenues over the last year. The year marked MMSA’s entry in products for Heavy Commercial Vehicles segment with introduction of Shock Absorbers for HCVs. It further expanded the technology base with introduction of two new technologies - Full Displacement Valving technology for Passenger Cars and Blow-Off Disk Valving for Heavy Commercial Vehicles. The company added new customers in both CV and passenger car segments.

Valeo Motherson Thermal Commercial Vehicles India Ltd., the JV Company making bus air conditioners grew by 16% during the year. The company introduced two new models - Revo E Global Electric AC and CC 355 and added new customers in the CV segment with significant orders from its existing customers for domestic market as well as exports.

Chapter 2 Letter from the Chairman

DearShareholders,

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4 Samvardhana Motherson International Limited

Anest Iwata Motherson Pvt. Ltd. (AIM), the compressor business grew by 13% with a 47% growth in PBT. The business model through associates channel partners, consolidated AIM’s position in its core business of lubricated, Oil free and scroll compressor sale with increase in railway business and expansion in existing OEMs. A major breakthrough is its entry in to new segments with new products for medical, screw and E-Bus brake systems. Anest Iwata Motherson Coating Equipment Pvt. Ltd. (AIMC) started a new line of business to design and install full paint shops on turnkey basis. The year saw AIMC bag a very prestigious order for a complete Robotic Paint shop for painting plastic parts. Motherson Techno Tools Ltd. (MTTL), the cutting tools business, registered a sales growth of 13% and PAT growth of 235%. The company entered the aerospace segment with new machining solutions. MTTL expanded capabilities by adding new state-of-the-art machines for different applications of grinding, coating, honing and inspection. Nissin Advanced Coating Indo Co. Pvt. Ltd. (NACIL) registered a sales growth of 10%. NACIL entered the high speed hobbing segment with new coating for carbide blades/ high speed hobs. The company has expanded the capacity at Noida plant and is setting up a new plant in Pune. Motherson Bergstrom HVAC Solutions Pvt. Ltd. (MBSL) recorded a 69% Sales growth in FY’17-18. The company added new customers in agricultural and farm equipment, CV segments and also started sales in truck after-market. It also introduced a new product range - ventilation systems for Trucks. Matsui Technologies India Ltd. (MTIL) recorded sales growth of 12% and PBT growth of 31%. The company added over 80 new customers during the year. SAMIL has taken significant initiatives in forging new partnerships, acquiring new businesses and initiating entry into new market segments. In line with the Group vision of becoming a globally preferred

solutions provider, MTIL brought intelligent cooling technology to its customers through a new JV with Frigel - Frigel Intelligent Cooling Systems. The JV provides MTIL with increased opportunities to offer complete solutions of material handling and cooling to processors throughout India.

During the year SAMIL acquired MS Global India (MSGI). The company specializes in press stamping for automotive applications. MSGI with it operations based in Chennai, manufactures press stamped parts for passenger cars and commercial vehicles. MSGI is setting-up new facilities for hot stamping, a new segment for its Indian business. Samvardhana Motherson Auto System Pvt. Ltd. (SMAS), the aftermarket arm of the SMG, which markets its products under the brand name Motherson Auto Parts, completed its first full financial year business in 2017-18. The current offerings of the company include auto suspension parts, brake parts, cables, rear view mirrors, car tracking systems and cabin filters. The company also started business in two wheeler and CV segments in addition to the present passenger vehicle segment.

Motherson Invenzen XLAB Pvt. Ltd. (MI-XLab) the Telematics & IoT division of SAMIL provides a comprehensive range of products, including connected car infotainment systems, customized telematics units with GPS trackers, SOS devices, on-board diagnostic (OBD) devices, defence and IoT electronics for various applications in passenger cars, commercial vehicles, two-wheelers, off-road and agriculture vehicles, defense equipment and manufacturing automation segments. Over the last year, MI-XLAB in the Telematics space has acquired some key OEM customers. One of the leading agri vehicle manufacturers has launched a first of its kind specialized telematics device on MI-XLAB’s platform. While MI-XLAB has already been supplying its flagship product Rollr Mini in retail markets, it is also acquiring customers in the B2B space where the company is offering its platform for customers to build domain specific telematics applications. MIXLAB devices are already in a pilot run phase in Japan through a B2B

partner. MI-XLAB is also growing its electronics product portfolio by building Industrial IoT devices. The recently announced Aerospace, Defence and Security vertical Samvardhana Motherson Adsys Tech Limited (SMAST) is SAMIL’s initiative to establish its presence in sectors beyond automotive. The focus for this vertical is to become a preferred global solutions provider to Aerospace, Defence and Security customers by providing integrated solutions. SMAST in partnership with MI-XLAB, had a few key design wins on the defense electronics side. The company is looking to expand its footprint this year by exploring other opportunities in defence.

SAMIL and all its JVs and subsidiaries are focused on creating value for all stakeholders. The trust that SAMIL has earned among customers, investors, shareholders and employees, reflects in the performance and growth of all its divisions. We believe that the support of all our stakeholders has propelled our growth and inspired us to do better and better.

I take this opportunity to thank our customers for always reposing their trust in our ability to support them, to our collaborators for their faith in all our endeavours to serve our customers better. I appreciate the contribution of all the employees in their continuous efforts to delight our customers. I also want to express our gratitude to all stakeholders for their continued faith and support. I would also like to thank all the local, state and national governments, the concerned bodies, banks and financial institutions in all the countries in which we are present, for their unwavering support.

Sincerely yours,

Vivek Chaand SehgalChairman, Samvardhana Motherson International Limited

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5Annual Report 2017-2018

Chapter 3 Theme Page

Which is why, at Motherson, we don’t believe in the word impossible. We are believers – we believe in what we do and in keeping our customers’ interests first, always. And because of that, we continue to grow. We are now in the third year of our Vision 2020 plan. We continue to focus on the three pillars of our growth – Organic Growth, Joint Ventures and Inorganic Growth and we have made significant developments on all the three growth drivers.

Supporting the requirements of our customers, we have invested in new facilities in all our major verticals. This includes expansion of the existing facilities and also setting up large green-field

plants to meet the present and future demands of our customers.

While new partnerships have been forged, we are also looking beyond 2020 and have begun to sow the seeds for businesses that have the potential to become significant growth avenues for the Group.

The different business verticals together enable the Group to provide highly integrated solutions to our customers. The strong vertical integration and synergies between our companies propel the Group towards our vision of becoming a globally preferred solutions provider.

It always seems impossible until it’s done.

5Annual Report 2017-2018

Page 8: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

6 Samvardhana Motherson International Limited6 Samvardhana Motherson International Limited

Chapter 4 About SAMIL

Samvardhana MothersonInternational Limited

Samvardhana Motherson International Ltd.

Samvardhana Motherson International Ltd. (SAMIL) is the principal holding company of Samvardhana Motherson Group (SMG).

SAMIL provides operational, strategic and management support to all SMG companies. It is instrumental in building synergies within the Group as it binds and manages the different ventures of the Group, so that they can grow their capacities to create value for all their stakeholders.

SAMIL has multiple businesses with manufacturing and design capabilities to cater to customer requirements. SAMIL’s diversified product portfolio encompasses the entire range of Samvardhana Motherson Group products. The business portfolio includes wiring harnesses, rear view mirrors, moulded plastic parts, injection moulding tools, assemblies and modules, vacuum formed products, elastomer products, cutting tools, thin film coating metals, sintered metal parts, aluminium die casted components, IT services, cabins for off-highway vehicles, HVAC/ air conditioning systems for automobiles, lighting systems, air intake manifolds, air compressors, paint coating equipment, sheet metal parts, auxiliary equipment for injection moulding machines,

automotive manufacturing engineering services and solutions for aerospace, defence and security.

SAMIL’s organic growth activities, restructuring plans and strategic profitability improvement initiatives have been the foundation of the evolution of the Samvardhana Motherson Group. SAMIL helps build the Group’s diverse product portfolio and fosters deep manufacturing and design capabilities across the operating companies, to support a wide spectrum of ever-evolving customer requirements.SAMIL has investments in the Group companies including the flagship company Motherson Sumi Systems Limited (MSSL). SAMIL holds 33.43% of equity share capital in MSSL.

The company has developed the ability to source from within the Group, which has become an important factor for cost cutting, reliability, quality maintenance and timeliness. Strong vertical and horizontal integration has been the cornerstone for the evolution and growth of the Group. While focusing on integration of different capabilities, it also concentrates on driving the shared services of the Group such as the IT systems that form the backbone for information management procurement and back office services to ensure that

all back-end requirements are met smoothly and seamlessly.

The main role of SAMIL is to explore new business areas that are in synergy with the Group business portfolio and explore opportunities to form joint ventures for the Group with partners who are leaders in their field. The company aims at building lasting global bonds through new alliances. Today, the Group has 26 joint ventures partners who are leaders in their respective fields. SAMIL’s extensive JV portfolio is a key contributor in the Group being positioned as a full system solutions provider across different industry segments.

In keeping with its strategy for inorganic growth, since 2002, the Group has made 21 successful acquisitions. SAMIL’s careful integration of business strategies with compelling value propositions and high quality has been its way of attaining excellence.

All these approaches are guided with the single-minded focus on creating value for all stakeholders. Over the years, this has translated into trust among customers, investors, shareholders and employees, allowing the Group to grow further and hence create more value for its stakeholders.

Page 9: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

7Annual Report 2017-2018 7Annual Report 2017-2018

Page 10: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

8 Samvardhana Motherson International Limited

6.5% 2.05%

33.43%

49%

51% 51%

31%

69%

49%

25.34% 36.9%

Motherson Advanced Tooling Solutions Ltd

AES (India) Engineering Ltd.

Motherson SintermetalTechnology Ltd.

Motherson Auto Solutions Ltd.

Anest Iwata Motherson Coating Equipment Pvt. Ltd. Anest Iwata Motherson Pvt. Ltd.

Motherson Machinery

Automations Ltd.

Motherson Bergstrom HVAC Solution Pvt. Ltd.

CTM India Ltd. Fritzmeier Motherson Cabin

Engineering Pvt. Ltd. Motherson Molds and

Diecasting Ltd.

Samvardhana Motherson Adsys Tech Ltd.

Samvardhana Motherson Refrigeration Product Ltd.

Motherson Consultancies Services Ltd.

Magneti Marelli Motherson Auto System Pvt. Ltd

Magneti Marelli Shock Absorbers India Pvt. Ltd.

Motherson Sintermetal and Products S.A

Saks Ancillaries Ltd.

Nissin Advanced Coating Indo Co. Pvt. Ltd.

Magneti Marelli Motherson India Holding B.V.

Valeo Motherson Thermal Commercial Vehicles India Ltd.

Subsidiaries Joint Ventures/Associates Motherson Sumi

Systems Ltd.

SMRP BV

Other JVs &Subsidiaries

3.1% 90.4%

Samvardhana Motherson International Limited (SAMIL)

Others Sojitz

Corporation

Sumitomo Wiring

Systems (SWS)

Public &

Others

Sehgal Family

Indirect Holding

Matsui TechnologiesIndia Ltd.

MothersonSumi INfotech & Designs Ltd.

Motherson Invenzen XLab Private Ltd.

Tigers Connect Travel Systems and Solutions Ltd.

Motherson Techno Tools Mideast FZE

Motherson Techno Tools Ltd.

Samvardhana Motherson Finance Services Cyprus Ltd.

Samvardhana Motherson Holding (M) Pvt. Ltd.

Motherson Sintermetal Technology B.V.

Samvardhana Motherson Auto Systems Private Limited

MS Global India Automotive Pvt. Ltd.

Samvardhana Motherson Auto Component Pvt. Ltd.

MSID US Inc.

Motherson Auto Engineering Service Ltd.

Samvardhana Motherson Virtual Analysis Ltd.

MIND GmbH

MIND SG Pte. Ltd.

MIND KK

Youngshin Motherson Auto Tech Ltd.

Samvardhana Motherson

Polymers Ltd. (SMPL) (India)

Samvardhana Motherson Global

Holding Ltd. (SMGHL) (Cyprus)

SMI Consulting Technologies Inc.

SAMIL shareholding structure.

Chapter 5 Shareholding structure

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9Annual Report 2017-2018

VisionTo be a globallypreferred solutionsprovider

MissionEnsure customer delightInvolve employees as “partners” in progressEnhance shareholder valueSet new standards in good Corporate Citizenship

ValuesBe a lean, responsive and learning organisationContinuously improve to achieve world-class standards and total customer satisfactionProactively manage changeMaintain high standards of integrity and safetyEnsure a common culture and a common set of values throughout the organisationRecognise individuals’ contributionsDevelop stronger leadership skills, greater teamwork and a global perspectiveConstantly upgrade skill levels across the organisation through knowledge sharing programmes

Chapter 6 Vision, Mission and Values

Vision, Mission and Values.

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10 Samvardhana Motherson International Limited

01 Wiring harnessesThe Group makes wiring harnesses primarilyfor the automotive industry, catering to diverse vehicle segments. It is one of the most vertically integrated verticals. It also offers solutions for commercial and off-road vehicles, rolling stock and other industrial applications such as specialised medical equipment globally.

02 Rear view mirrorsThe Group is among the world’s major producers of rear view vision systems forthe automotive industry, and supplies interior mirrors, exterior mirrors and camera-based detection systems to almost all major OEMs.

03 Polymers and modulesPolymer modules & components include some of the most integrated solutions suppliedto the customers. The Group is a Tier One supplier of interior and exterior modules and polymer parts to the automotive industry worldwide.

04 ElastomersThe Group supplies a wide range of elastomer based solutions and products to a spectrum of industries, including automotive, medical, home appliances, and for general industrial applications.

SMG Business portfolio.

Chapter 7 Business portfolio

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11Annual Report 2017-2018

05 Metal working The metal working vertical of the Group offers cutting tools, gear cutting tools, precision metal-machined components and products such as sintered metal parts, aluminium die casted products, and thin film coating services to a wide spectrum of customers.

06 IT, software and technology This vertical provides critical support to all other businesses of the Group, by serving their IT needs and supporting product development, validation, prototyping, CAE services, tool design, etc. Apart from this, it serves the global customer base outside the Group as well.

07 Manufacturing supportThe Group facilitates its customers’ manufacturing related needs by offering a wide range of products and services such as air compressors, paint coating equipment, auxiliary equipment for injection moulding machines, and automotive manufacturing engineering services.

08 Aerospace Defence & SecurityThe Aerospace, Defence and Security vertical is SMG’s initiative to establish its presence in sectors beyond automotive. The focus for this vertical is to become a preferred global solutions provider to Aerospace, Defence and Security customers by providing integrated solutions.

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12 Samvardhana Motherson International Limited

The flagship company of the Samvardhana Motherson Group, Motherson Sumi Systems Limited (MSSL) is a joint venture between Samvardhana Motherson International Limited (SAMIL) and Sumitomo Wiring Systems, Ltd., Japan (SWS). A collaboration with Tokai Electric Co. (now SWS) in 1983 led to the incorporation of MSSL in 1986, primarily as a wiring harness manufacturer. The company has evolved into a full system solutions provider and caters to a diverse range of customers across Asia, Europe, the Americas, Australia and Africa.

The product portfolio of MSSL includes wiring harness, rear view mirrors, polymer modules and components, elastomer products and precision metal machined products.

MSSL has numerous joint ventures and these joint ventures have witnessed significant investments in state-of-the-art technologies and infrastructure over the years. MSSL has its manufacturing presence across Asia, Europe, North America, South America, Australia and Africa. In 1993, MSSL was listed on the stock exchanges in India.

Over the last three decades, MSSL has successfully added value and created wealth for its shareholders, endeavouring to provide good returns against investments made and valuing the trust they have placed in it.

Motherson Sumi Systems Limited.

Chapter 8 About Major Group holding companies

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13Annual Report 2017-2018

Samvardhana Motherson Automotive Systems Group BV (SMRP BV) is a joint venture between Samvardhana Motherson International Limited (SAMIL), and Motherson Sumi Systems Limited (MSSL) through their subsidiaries.

SMRP BV operations include supplies to the global automotive industry as a Tier 1 supplier through its subsidiaries Samvardhana Motherson Reflectec (SMR), Samvardhana Motherson Peguform (SMP) and Samvardhana Motherson Innovative Autosystems (SMIA.) An important subsidiary of SMRP BV is Motherson Innovations, which is SMRP BV’s world-spanning team and cross divisional network for the support, development and production of enhanced solutions.

SMRP BV is present in each major global automotive production region with 48 production facilities spread across 18 countries as of March 31, 2018.

SMRP BV’s strategy is to retain and strengthen technological leadership through continued focus on R&D and innovation. It would also continue its global expansion through selected investments backed by new orders. The company aims to increase customer penetration and diversification by further driving efficiency and continues to work towards improved cost savings and cash generation.

Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV)

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14 Samvardhana Motherson International Limited

The wiring harness division (WHD) of SAMIL is managed through a number of subsidiaries and joint ventures of its flagship company, Motherson Sumi Systems Limited (MSSL.) The company is a full service system supplier to the automotive industry with complete in-house design and development capability.

MSSL is known for world-class products in wires, cables, wiring systems, connectors, terminals and other wiring harness components. It provides innovative solutions to its customers globally for passenger cars, trucks, buses, motorcycles, scooters, agricultural and farm equipment, construction equipment and other electrical equipment. This year, the wiring harness vertical expanded its capacity with two new facilities in Pithampur (Madhya Pradesh) and Noida (Uttar Pradesh) in India.

With the acquisition of PKC Group, a global wiring harness maker in March 2017, MSSL further consolidated its market leadership position in the commercial vehicle segment. The acquisition asserts MSSL’s entry into the rolling stock segment. This also creates an indelible mark in the wiring harness business for heavy-duty commercial vehicles in the North American and European markets,

with a growing presence in China and Brazil.

The two joint ventures in Hefei and Hubei further strengthened its presence in commercial vehicle segment in China.

Samvardhana Motherson Reflectec (SMR) is a leading global Tier 1 supplier of rearview mirrors to the automotive industry.

SMR develops and produces exterior and interior mirrors for passenger cars, commercial vehicles and heavy trucks, and is an expert in camera-based sensing systems in the automotive industry. SMR’s global customer base includes all major car makers in North America, South America, Europe, Asia and Australia.

As a rearview mirror specialist, SMR develops solutions for all categories of mirror applications from basic, manually adjusted to electric control and high-value rearview vision systems with multiple integrated features.

The company has manufacturing facilities spread across 15 countries (Australia, Brazil, China, France, Germany, Hungary, India, Japan, Mexico, South Korea, Spain, Thailand, United Kingdom, USA, and Russia).

02 Rear view mirrors

Samvardhana Motherson ReflectecSamvardhana Motherson Reflectec

Motherson Sumi Systems Limited

Chapter 9 Wiring harnesses and rear view mirrors

01 Wiring harnesses

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15Annual Report 2017-2018

03 Polymers and modulesPolymersThe polymer vertical of SAMIL specializes in developing and manufacturing a wide range of plastic products and integrated modules for both vehicle exteriors as well as interiors.

Through this vertical, SAMIL has attained the status of a global Tier 1 supplier to all leading automobile OEMs for polymer components and modules.

The range of polymer products includes plastic components and modules for vehicle interiors, such as cockpit modules, door trim modules, center consoles and pillar trims, as well as vehicle exteriors such as bumper modules and front end modules. This division also produces high precision components and aesthetic and assembled parts.

The vertical offers tailored solutions for manufacturing plastic parts as per diverse customer requirements. The polymer vertical companies also manufacture resin moulded parts like interior trims, cowl grilles and engine covers among others. It also has special facilities for manufacturing thermo (vacuum) formed polyethylene components and blow moulded components like wheel arch flares, inner fender liners, shrouds, consoles, under covers etc. These companies also specialize in thermoplastic compounding. The product range includes polymer compounding in polyolefin and styrene.

SAMIL produces products for multiple market segments,

providing solutions such as cost optimized moulding technologies, high quality leather surfaces, real stitching in polymer surfaces, soft painted and metalized surfaces. The expertise in multiple polymer processing technologies gives SAMIL the optimal foundation to develop numerous innovative solutions to substitute metal with lighter, cost effective and environment friendly polymer for the automotive industry.

Polymer processing operations cover a wide range of polymer processing technologies. It requires an amalgamation of different technologies, which SAMIL provides through its various joint ventures and collaborations with global leaders in this field. The facilities include over 1500 state-of-the-art injection moulding machines ranging from 5 tons to 4500 tons to manufacture high precision components and high aesthetic parts. The moulding operations are augmented by comprehensive post moulding processes, thus providing a single source solution to diverse polymer processing requirements of the customers. It enables SAMIL to provide full system solutions in the form of highly integrated modules.

SAMIL also has capabilities in mould design and has tool rooms that specialize in high precision multi- cavity injection mouding tools. Such capabilities are key to its ability to provide full system solutions. SAMIL has the complete range of services from tool design to tool manufacturing and injection moulding under one roof that makes it a total tooling solutions provider.

Chapter 10 Polymers and modules

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16 Samvardhana Motherson International Limited

Samvardhana Motherson Peguform (SMP) was created through the acquisition of the Peguform Group jointly by SAMIL and MSSL in 2011.

SMP is an established global Tier 1 manufacturer of polymer-based modules specializing in high quality interior and exterior products for the automotive industry. With focus on the development of highly attractive and multifunctional interiors, SMP is an international partner for high quality instrument panels and interior door panels.

SMP is one of the largest manufacturers of bumpers, rocker panels, instrument panels, interior door panels and other related products for the European automotive industry. With numerous patented technologies and industry-first innovations in all product lines, it is one of the most preferred suppliers for car makers in Europe as well as to their facilities in China, Brazil and Mexico. The company has global presence and is headquartered in Germany.

Motherson Automotive Technologies & Engineering (MATE) is the polymer division of Motherson Sumi Systems Limited (MSSL), which started in India and has gradually expanded globally.

MATE specializes in blow moulding, injection moulding, low pressure injection moulding (LPI), 2k moulding and compression moulding processes. MATE manufactures a wide range of plastic components for the automotive industry, medical Industry, white goods and electronics. Moulding facilities are supported by robotic trimming operations, fabric upholstery, state-of-the-art robotic painting, product decoration, assembly operations and secondary operations such as ultrasonic welding, vibration welding, hot plate welding, heat staking and hot foil stamping.

The product range includes modules like IP assemblies (dashboards), consoles, door trim assembly, bumpers (front and rear), air cleaner assembly, air louver assembly etc.; Injection moulded components, which include door trim modules, pillar trims and covers, luggage space trims, instrument panel parts, grip and grab handles, louvers, garnishes, outside handles, inside handles, grip assists, body ornaments, bumpers, grilles/cowls, wheel arch liners, roof rails, 2-wheeler fuel tanks, parts

and assemblies for white goods and electronic appliances and blow moulded components, which include HVAC ducts, bottles, reservoirs, resonators, radiator overflow bottles, arm rests, bellows and spoilers.

Motherson Automotive Technologies & Engineering (MATE)

Samvardhana Motherson Peguform (SMP)

Chapter 10 Polymer and module

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Modules

SAMIL is present across various levels of the automotive component value chain, providing products and services that range from product design and prototyping to tool manufacturing, assembly and the production of integrated modules. The company provides an extensive range of higher level assemblies, modules and integrated systems for a range of applications in automotive and other industries. The Group has a focused approach towards developing modules and systems to provide integrated solutions to its customers. SAMIL develops and manufactures these modules to cater to the varied and diversified requirements of its customers.

Specialised ventures for systems and modules are in the area of:• Cabins for off-highway vehicles• Lighting systems, air intake manifolds and pedal brake assemblies and shock absorbers

• HVAC systems for passenger vehicle• HVAC systems for commercial vehicle• Bus AC & roof hatches• Environment management systems• Cooling systems

For all these products, SAMIL has collaborated with technology leaders in their respective fields. SAMIL depends on its joint venture partners to gain access to technological innovations in the respective product categories. The company continuously introduces new technologies and solutions to serve customers in diverse industry segments. The joint venture partners for this vertical are spread across USA, Japan, Australia, Germany and Italy. The manufacturing facilities for modules are spread across India.

Chapter 10 Polymer and module

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18 Samvardhana Motherson International Limited

Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd. (MMSA) is a joint venture between Samvardhana Motherson International Ltd. (SAMIL), India and Magneti Marelli Spa, Italy.

Product Range includes strut assemblies, shock absorbers, cabin dampers, gas spring / door balancers and steering dampers in various sizes and dimensions and supplied to customers from passenger cars to commercial vehicle (LCV/MCV/HCV) segments of vehicle. The company follows global design architecture and can provide technical solutions like standard valving, full displacement valving, power shock, hydraulic stops and frequency dependent valving. The company also has access to global technologies stroke dependent, regenerative damper, active roll control, electronic dual stage valve, electronic smart damping control system, electro hydraulic levelling system, all aimed at reaching high level performances in terms of comfort and NVH (Noise, Vibration and Harshness). The

manufacturing unit of MMSA is located in Pune, India.

Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd. (MMSA)

Magneti Marelli Motherson Auto System Ltd. (MMM) is a joint venture between Samvardhana Motherson International Limited (SAMIL), India and Magneti Marelli, Italy, which is a leading company in designing and production of systems and components for the automotive sector. The manufacturing units of MMM are located in Pune, Bawal, Sanand and Manesar in India.

The product range of the company includes automotive lighting products, integrated plastic air intake manifold assembly and pedal brake accelerator modules. The company has in-house design capabilities as well as manufacturing capabilities including plastic injection moulding, surface coating, metalising, welding, testing and assembly and in-house photometry lab among others.

Magneti Marelli Motherson Auto System Pvt. Ltd. (MMM)

Fritzmeier Motherson Cabin Engineering Pvt. Ltd. (FMCEL) is a joint venture between Samvardhana Motherson International Ltd. (SAMIL), India and Fritzmeier Group, Germany.

FMCEL specialises in producing operator cabins for off-highway vehicles like heavy duty dump-trucks, excavators, dozers, back hoe loaders, wheel loaders, skid steer loaders, concrete mixer self-loading machines and agricultural tractors & harvesters. The cutting-edge technology adopted by FMCEL meets the high level of international safety requirements like ROPS (Roll Over Protective Structure) and FOPS (Falling objects Protective Structure). FMCEL provides total solutions to customers right from concept design to fully loaded cabs, ready to drop on to the machine. The steel and aluminium special profiles used are unique to FMCEL cabin manufacturing technology. Apart from cabin manufacturing, FMCEL also supplies lite-fabrication parts used in construction equipment. Off-highway vehicles fitted with FMCEL supplied cabins are used globally. The company has its manufacturing unit located in Chennai, India.

Fritzmeier Motherson Cabin Engineering Pvt. Ltd. (FMCEL)

Calsonic Kansei Motherson Auto Products Pvt. Ltd. (CKM) is a joint venture between Motherson Sumi Systems Limited (MSSL) and Calsonic Kansei Corporation, Japan. CKM has plants in Manesar, Bawal and Chennai in India. The product range of CKM includes HVAC, air-con compressors, Body Control Module, immobilizer, transmitter and heat exchangers (radiator, condenser, motor fan) and caters to passenger vehicles. Also CKM is working with its JV partner for future EV parts (Battery Management System, invertor, battery cooling unit etc.).

Calsonic Kansei Motherson Auto Products Pvt. Ltd. (CKM)

Chapter 10 Polymer and module

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Motherson Bergstrom HVAC Solutions Pvt. Ltd. (MBSL) is a joint venture between Samvardhana Motherson International Limited (SAMIL), India and Bergstrom, Inc. USA. The company provides services including manufacturing, assembling, marketing and selling of complete HVAC Systems and components for off-highway and commercial vehicles.

Key segments served include agricultural and construction sectors, medium and heavy duty trucks as well as other specialized heavy-duty vehicles and mining equipment in India and countries included in SAARC. MBSL has its manufacturing unit in Noida, India.

Motherson Bergstrom HVAC Solutions Pvt. Ltd. (MBSL)

Valeo Motherson Thermal Commercial Vehicles India Ltd. is a joint venture between Samvardhana Motherson International Limited (SAMIL), India and Valeo Thermal Commercial Vehicles Germany GmbH, one of the world’s leading manufacturers of air conditioners, heaters and roof hatches for buses. It partners with all the prominent bus manufacturers in design and development of innovative temperature control systems.

The company manufactures HVAC systems for buses, special purpose vehicles, heating systems, ventilation for buses, emergency exit hatches, exhaust fans and engine pre-heaters, demisters, control units and also undertakes sales and service of Valeo products in the SAARC region. The current product range of will expand from buses into truck transport refrigeration products as well to enhance its strength in commercial vehicles domain.

Valeo Motherson Thermal Commercial Vehicles India Ltd.

Global Environment Management (GEM) Global Environment Management (GEM) specializes in developing ecologically sustainable products and services. The Aerobin Home c Composter is the first environmental product that GEM has launched. Aerobin offers passive, environmentally friendly and superior performance as a consequence of patented features that are of course unique to the Aerobin. It enables householders to divert all organic kitchen and garden materials away from landfill, and allows their carbon content to be returned to the earth in the form of rich and healthy compost instead of emitting it carbon and other far more damaging gases into the atmosphere, as a by-product of anaerobic decomposition at landfill sites. Aerobin is available in the USA, Canada, Finland, Sweden, Netherlands, Belgium, Luxemburg, Greece, Spain, Portugal, Thailand, Singapore, Vietnam, and Australia.

Chapter 10 Polymer and module

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20 Samvardhana Motherson International Limited

Motherson Automotive Elastomers Technology

Motherson Elastomer Pty Ltd.

SAMIL provides a wide range of solutions in elastomer processing ranging from rubber compounding to injection moulded rubber parts, bonded parts and extruded rubber components for a spectrum of industries including automotive, medical, home appliances and general industrial applications. The facilities are spread over India and Australia. The rubber injection moulding product range includes grommets, boots, bellows, gaskets, seals, water strike back valves, damper rings, nozzles, rubber to plastic and rubber to metal products etc.,for automotive and industrial applications.

The compression moulded rubber components and extruded rubber product range includes extruded rubber components, weather strips, glass runs, boot and hood seals, tank straps, rubber flares, bonded components, suspension bushes, engine and transmission mounts, bump stops, large engine gaskets, auto suspension components, moulded rubber brake components for automotive, non-automotive and industrial applications.

Chapter 11 Elastomer processing

04 Elastomer processing

Motherson Automotive Elastomers Technology (MAE) is a division of Motherson Sumi Systems Limited (MSSL).

MAE specializes in manufacturing and supply of injection rubber moulded, rubber to metal bonded parts, rubber to plastic bonded components, reinforced hoses, extruded parts for automotive and various other sectors. Manufacturing process is well supported with in-house automatic compounding line to produce various types of compounds as per customer specifications. MAE also has the facility of automatic sorting machine through camera control, ultraviolet clean room, cryogenic deflashing machine etc. Manufacturing units of MAE are located in Chennai & Noida in India.

Motherson Elastomer Pty Ltd. (MEPL) is a subsidiary of Motherson Sumi Systems Limited (MSSL), located in Australia.

MEPL has one of the largest non-tyre related rubber mixing plants in Australia, having extensive technical capabilities in formulation and development of rubber compounds with over 1900 formulae to cover a wide range of applications. The company specialises in moulded and extruded rubber products for supporting automotive, rail, industrial and construction market applications.

The product range of MEPL includes Silent bloc® anti-vibration solutions consisting of stud mounts, light duty pedestal mounts, medium deflection frustacon, high deflection frustex, heavy duty pedestal mounts, low deflection medium duty mounts, shear compression mounts, machine level mounts, flange mounts, vibration control pads, suspension isolators, flexible bearings, link assemblies, flexible couplings and rail products.

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05 Metal WorkingSAMIL has expertise in providing complete solutions in metal working right from manufacturing and marketing a wide range of standard and customized cutting tools to machining of high precision metal components. The Group also provides advanced thin film coating services.

By acquiring technologies from global technology leaders and coupling them with in-house design and development expertise, SAMIL is capable of providing highly customized cutting solutions.By expanding its range in the metal machining services, SAMIL has become an integrated solutions provider in metal cutting and hobs, precision metal machining and thin film coating to these customers. SAMIL undertakes metal working and the manufacture of various forms of cutting tools, including Cubic Boron Nitride (CNC) and Polycrystalline Diamond (PD) cutting tools and drills, high precision machined metal

components and assemblies, heat-sinks and sub-assemblies, manufacturing and re-sharpening of broaches, high speed steel gear cutting tools and advanced thin film coating services.

The various ventures in metal working include:• Cutting tools• Gear cutting tools• Sintered metal parts• Precision machined parts• Die casted aluminium parts• Sheet metal parts• Thin film coating metals• Clutch for car AC compressors

Chapter 12 Metal working

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22 Samvardhana Motherson International Limited

Motherson Techno Tools Limited (MTTL) is a joint venture between Samvardhana Motherson International Ltd. (SAMIL), India and Sumitomo Electric Hardmetal Corp., Japan. The company has its manufacturing facility at Noida, India.

MTTL is focused on the development, production and distribution of cutting tools as machining solutions to metal machining industry in India. It produces standard and customized cutting tools of advanced cutting materials like Carbide, Poly Crystalline Diamond (PCD) and Cubic Boron Nitride (CBN) with in-house coating facility. Cutting tools are available to machine various work material - steel, stainless steel, cast iron, aluminium, exotic alloy, hardened steel and CFRP. Industry specific machining solutions are provided for automotive, aerospace, power generator, construction equipment, steel and industrial machines.

MTTL serves its customers through a team of trained sales engineers and distributor network, located close to manufacturing locations across India. Apart from manufacturing cutting tools at Noida, MTTL represents Big Daishowa Company Ltd. for precision holding tools and boring tools as well as Heule Werkzeug AG for hole edge processing tools.

Motherson Techno Tools Ltd.

Motherson Innovative Engineering Solutions (MINES) is a division of Motherson Sumi Systems Limited (MSSL) and is located in Bengaluru, India.

MINES undertakes contract manufacturing of high precision machined metal components and assemblies. It manufactures products for a wide range of applications including computers, test and measuring equipment, scientific equipment, machinery parts, valve body parts, hydraulic cylinder parts, drive motion parts, cooling system - heat sinks and other precision applications.

Manufacturing facilities include state-of-the-art CNC machines, highly customized special purpose machines, bi-metal brazing supported by surface treatment and metrological measuring facilities.

Motherson Innovative Engineering Solutions (MINES)

MOTHERSON TECHNO PRECISION GmbH (MTPG), located in Donaueschingen, Germany, is a subsidiary of Motherson Sumi Systems Ltd. (MSSL) The company specializes in metal turning and plastic-metal combined parts.

The product range of MTPG includes high precision turned parts for fuel pumps, fuel injection systems, emission controls, break systems and pressure sensors, as well as different kinds of assemblies and individual steps like grinding, turning, rounding, milling and coating.

Motherson Techno Precision GmbH (MTPG)

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Motherson Sintermetal Technology Ltd. (MSTL) is a joint venture between Samvardhana Motherson International Ltd. (SAMIL) and Sintermetal with manufacturing facilities at Rippollet, near Barcelona, Spain and a facility in Puducherry, India.

It produces powder-metal sintered parts for the automotive industry. The company has a well-established clientele in Europe with supplies to many OEMs and Tier 1 manufacturers. The product range of the company includes parts for shock absorber, power train and various pumps.

Motherson Sintermetal Technology Ltd. (MSTL)

Motherson Advanced Tooling Solutions Limited (MATS) is a part of the metal division of Samvardhana Motherson International Ltd. (SAMIL), India. Manufacturing units of MATS are located in Aurangabad and Noida in India.

The product range of the company includes broaches, hobs, shaving cutters, shaper cutters, master gears, splines gauges, spline mandrels and broach sharpening machines. The company specialises in manufacturing high quality broaches and HSS gear-cutting tools for a wide spectrum of industry segments including automobile industry, power sector, defence and other engineering industries.

Motherson Advanced Tooling Solutions Limited (MATS)

Nissin Advanced Coating Indo Co. Pvt. Ltd. (NACIL) is a joint venture between Samvardhana Motherson International Limited (SAMIL) and Nissin Electric Co. Ltd., Japan.

The company is located in Noida, India. NACIL provides advanced thin film coating services for tools, dies and parts. Types of coatings offered include TIN, TiCN, TiAlN, CrN, DLC etc. Application areas vary from cutting tools, moulds, automobile parts, machine parts, resin moulds and water parts.

Nissin Advanced Coating Indo Co. Pvt. Ltd. (NACIL)

Motherson Machinery and Automations Limited (MMAL) is a subsidiary of Samvardhana Motherson International Ltd. (SAMIL), located in Noida, India. The company is an industrial trading company. The product range includes:

• Machine tools• Grinding machines• Hydraulic motors• High pressure coolant pumps, magnetic separators, lubrication pumps, transfer pumps• Fixtures: Tooling & Fixtures• Metrology equipment• Industrial consumables

Motherson Machinery and Automations Ltd. (MMAL)

Chapter 12 Metal working

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24 Samvardhana Motherson International Limited

MS Global India (MSGI) is the most recent acquisition by SAMIL, specialising in press stamped parts for passenger cars and commercial vehicles.

Located in Chennai, MSGI supplies cold stamped components to leading automotive OEMs. The company is introducing hot stamping technology to serve its customers in India.

Youngshin Motherson Auto Tech Ltd. (YMAT) is a joint venture between Samvardhana Motherson International Ltd. (SAMIL) and Youngshin Components of South Korea for manufacturing of electro-magnetic clutch for car air-conditioner compressor.

The company manufactures the complete range of assemblies to cater to the requirements of compressor manufacturers in India. YMAT has the complete knowhow and technical support backed by the most modern facility and SPMs developed specifically for optimum clutch performance to manufacture the complete clutch set.

MS Global India (MSGI)

Youngshin Motherson Auto Tech Ltd. (YMAT)

Samvardhana Motherson Auto Component (SMAC) is a subsidiary of Samvardhana Motherson International Ltd. (SAMIL). The company specializes in fully finished precision aluminum die casting parts being produced under technical assistance from Reterra Inc, Japan. These facilities consists of fully automated die casting cells and precision machining cells supported by state-of-art inspection, testing and heat treatment facilities. The company manufactures parts for 2 wheelers and 4 wheelers. The product range consists of engine parts including housing of air conditioner compressors , pumps, powertrain parts , air and hydraulic brake parts and gas valves. The company has two state-of-the-art facilities located at Manesar, India.

Samvardhana Motherson Auto Component Pvt. Ltd. (SMAC)

Samvardhana Motherson Auto Component Pvt Ltd.

Chapter 12 Metal working

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Chapter 13 IT, software & technology

06 IT, Software & TechnologyInformation Technology vertical of SMG sustains the digital foundation of the Group’s global operations while also providing cutting-edge IT solutions to external clients from different industry verticals globally.

The vertical ensures delivery of a well-connected, robust and secure IT Infrastructure to manage information flow across the enterprise. A diverse pool of global ERP systems & smart business applications manage complex processes & data, digitalize and

integrate workflows, improve collaboration on programs and add agility to decisions and actions. IoT and automation capabilities are actively capitalized upon for real-time data acquisition from shop floor to improve visibility & also for process enablement. Analytics capabilities of the vertical ensure that a layer of intelligence sits on the top of a vast pool of data acquired from the enterprise IT ecosystem thus providing decision value and improved control to business stakeholders.

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26 Samvardhana Motherson International Limited

MothersonSumi INfotech & Designs Ltd. (MIND)

Motherson Invenzen XLab Pvt. Ltd.

IT Solutions GroupMIND is the IT services arm of SAMIL and an ISO 9001, ISO 27001 certified, CMMI Level 5 IT services company. With its headquarters in Noida (India), and offices in 4 other countries, MIND caters to diverse technology needs of customers across all its global locations.MIND’s workforce of 1200+ professionals possesses competencies in the areas of:-• IT Infrastructure, network & cloud services • ERP consulting & implementation• Software development - desktop, web & mobile platforms • IoT & automation systems• Big data & analytics• Shared services• Digital transformation consulting

With strong exposure to automotive & manufacturing processes & understanding of Industry 4.0 trends, MIND supports the customers through its smart offerings for :-• Warehouse management & material traceability • IoT based 4M control for diverse production environments• Paperless operations on shop floor and digital user guidance• Automations including SPMs, AGVs, Vision Systems etc. • Factory analytics

MIND also caters to comprehensive technology needs of other industry verticals including FMCG, government, pharmaceuticals, education & more.

Besides, the company is also a qualified GST Suvidha Provider (GSP), providing online GST return e-filing services to businesses pan-India.With focus on providing cutting-edge IT services and commitment to deliver lasting value, MIND strives to become a strategic technology partner and a globally preferred solutions provider for customers worldwide in their journey of digital transformation.

Motherson Invenzen XLAB is the Telematics & IoT division of Samvardhana Motherson Group, located in Noida. MI-XLAB designs and manufactures a comprehensive range of products – including connected car infotainment systems, customized telematics units (GPS trackers, SOS devices, OBD devices), defence and Industrial IoT electronics.

MI-XLAB augments its electronics hardware expertise with embedded software, mobile and web apps, backend server and data analytics services to provide a turnkey solution to customers. MI-XLAB telematics and electronics products are available for passenger cars, commercial vehicles, two-wheelers, off-road and agriculture vehicles, defence equipment and manufacturing automation applications.

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Chapter 13 IT, software & technology

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SAMIL has a philosophy of serving its customers with value added products and services and providing a higher level of support to other Group companies that goes beyond components and modules.

The company also provides products and services that directly support manufacturing operations of its customers. These products and services are provided by the Group through its various joint ventures with leaders in their respective fields. This vertical enables the Group to provide end-to-end solutions and be

involved with the customers at various stages of manufacturing of their final product.

SMG manufactures several products that support manufacturing functions in the automotive and other industries. These include:• Paint coating equipment• Air compressors• Automotive manufacturing engineering services• Auxiliary equipment for injection moulding machines

Chapter 14 Manufacturing support

07 Manufacturing Support

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Frigel Intelligent Cooling Systems India Private Ltd.

Frigel Intelligent Cooling Systems India Ltd. (FICS) is a joint venture between Matsui Technologies India Ltd. (MTIL) and Frigel, Italy which is a leading company in cooling equipment application such as plastic moulding and extrusion, beverage preparation and filling, metal processing, oil & gas.

FICS undertakes manufacturing, marketing, installation and servicing of Frigel products in India and SAARC region. The product range includes centralized adiabatic closed loop cooler, centralized chiller (airand watercooled), machine side chiller/booster/temperature controller, machine side booster/temperature controller, mould temperature controller, heat and cool mould temperature controller, dehumidifying dryer, cap cooler, VFD pumping station, filtration and buffer SS tank, cooling system digital control panel, machine interactive database management system.

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28 Samvardhana Motherson International Limited

Anest Iwata Motherson Coating Equipment Ltd.

AES (India) Engineering Ltd. is a joint venture between Samvardhana Motherson International Limited (SMIL), India and Automotive Engineering Services Co. Ltd., Japan (AES).

The company provides services including manufacturing engineering, consultation, project management and turnkey supplies to the automotive industry. The areas of shop coverage for AES includes press/dies, body paint and assembly shop in vehicle assembly plant, engine/transmission machining and assembly line in power train manufacturing plant. The range of services includes simultaneous engineering, conceptual planning, basic engineering, basic design for new-line/ line-modification in green/brown field, logistics planning, procurement of machinery & equipment, installation of equipment, launching support, quality build up activities, coaching of manufacturing staff/operators, continuous improvement “kaizen” (covering parts) programme management & digital engineering.

AES (India) Engineering Ltd. (AES)

Matsui Technologies India Ltd. (MTIL) is a joint venture between Samvardhana Motherson International Ltd. (SAMIL), India and Matsui Manufacturing Co., Japan engaged in manufacturing, sales and installation of plastic material processing equipment. The product range includes mould temperature controllers, dehumidifying dryers, jet loaders, chillers, blenders, granulators, mould dehumidifiers, dosing units, descaling pumps and complete solution for centralized conveying system for automotive, packaging, healthcare, white goods and electrical industry. With own engineering and design facility, MTIL provides customized solutions to its esteemed customer base. MTIL operations are based in India at Noida.

Matsui Technologies India Ltd.

Anest Iwata Motherson Coating Equipment Private Limited (AIMC) is a joint venture between Samvardhana Motherson International Limited (SAMIL), India and Anest Iwata Corp., Japan. AIMC is based in Noida, India.

The product range for India includes the Anest Iwata inventions - low volume low pressure (LVLP) spray guns & high technology paint feed diaphragm pumps along with paint solvent based guns (manual & auto), water based guns, diaphragm pumps, paint tanks, paint circulation systems, pressure tanks, hoses, connectors, paint pressure regulator, paint kitchen and SUS tubing etc. Product speciality is compact, lightweight, medium and low air pressure operating manual & automatic spray guns, equipment & systems that help in both general and niche applications.

Anest Iwata Motherson Coating Equipment Pvt. Ltd. (AIMC)

Anest Iwata Motherson Limited (AIM) is a joint venture between Samvardhana Motherson InternationalLimited (SAMIL), India and Anest Iwata Corp., Japan, a world leader in industrial air compressors and paint coating systems. AIM is based in Noida, India.

AIM manufactures and sells Anest Iwata brand air compressors for varied range of applications in industrial, automotive, medical and institutional segments in India and SAARC countries. AIM also manufactures customised air compressors to specific customer requirements. It is also marketing in India the world’s first oil free type scroll air compressor from Anest Iwata. AIM has an extensive sales, spares and service network all over India with dealers/ distributors and service centres in all major cities of India.

Anest Iwata Motherson Pvt. Ltd. (AIM)

Chapter 14 Manufacturing support

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Growing with customer trust

Our customers’ trust has given us opportunities to grow and attain leadership positions in the businesses we operate

Chapter 15 Growing with customer trust

Globally

Europe

Exterior rear view mirrors

Wiring harnesses for commercial vehicals.

IndiaWiring harnesses for passenger cars

Rear view mirrors for passenger cars

Moulded components and modules

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Cabins for large sized dump trucks

Gear cutting tools

CBN & PCD cutting tools Exterier lighting solutions

Exterior rear view mirrors

Wiring harnesses for commercial vehicles, 2-wheelers, earthmoving and material handling equipment

IP modules, door trims and bumpers

Americas

Wiring harnesses for commercial vehicals.

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Serving customers globally.

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10

11

12

13

14

15

16

17

18

19

20

21

22

Thailand

Singapore

Australia

Sri Lanka

UAE

Cyprus

Macedonia

Serbia

Italy

Mauritius

South Africa

Brazil

Mexico

USA

Canada

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

11 13

2036

35

34

2

33

1

3

56

25

26

27

31

30

32

24

23

21

19

12

14

15

16

18

8

17

28

4

7

29

10

9

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32 Samvardhana Motherson International Limited

Chapter 17 Awards and recognitions

Awards and recognitions.

Daimler/ Mercedes Benz

Partner of the Year (Wiring Harness)

Excellence in Performance

(Polymer)

Excellence in Partnership (Polymer)

Quality Performance (Polymer)

Volkswagen

Comprehensive Excellence

(Wiring Harness)

PSA Group

Best Supplier(Polymer)

Maruti Suzuki

Spares Award(Wiring Harness)

Tooling Development (Polymer)

Part Development Build to Print

(Polymer)

Fire Safety(Polymer)

Tier-02 Development (Polymer)

Safety Compliance(Mirror)

Quality Performance(Mirror)

Overall Performance(Lighting)

Maruti Suzuki

Consistent Performer (Mirror)

Honda Cars

Gold Award for Quality (Wiring Harness)

Best Kaizen(Polymer)

Maruti Suzuki

Overall Performance (Wiring Harness)

Page 35: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

33Annual Report 2017-2018

Supplier Excellence (Wiring Harness)

Mahindra & Mahindra

Quality Contribution Award(Wiring Harness)

Lovol

Outstanding Launch (Mirror)

Chery Jaguar Land Rover

WPCA Improvment(Mirror)

Quality Excellence (Mirror)

Volvo

MMOG(Mirror)

Best Self Reliant Supplier in Project

Management (Polymer)

Best Self Reliant Supplier in Quality

(Polymer)

Best Self Reliant Supplier in Delivery

(Polymer)

Silver Award Best Supplier of the Year

(Mirror)

Cost Achievement Performance

(Mirror)

Toyota

Hyundai

Excellence in Customer Delight

(Mirror)

Platinum Award(Wiring Harness)

Zero PPM(Wiring Harness)

Best Performer Gold Award

(Wiring Harness)

Top Performing Suppliers-Quality (Wiring Harness)

Beiqi Foton Motor

Outstanding Supplier(Mirror)

SAIC-GM

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34 Samvardhana Motherson International Limited

Awards and recognitions.

Chapter 17 Awards and recognitions

Ashok Leyland

Best in Class Performance in Delivery

(Wiring Harness)

Business Alignment forDefence Business

(Cabin)

Best in Class Performance in Quality

(Wiring Harness)

New Product Development(Wiring Harness)

Volvo Eicher

Cost Competitiveness(Wiring Harness)

SML Isuzu

Performance Award- Consistent Quality(Wiring Harness)

Suzuki Motorcycle

Diamond Supplier(Wiring Harness)

Navistar

Quality Contribution Award(Wiring Harness)

SAIC Motor –Yuejin

Excellent Supplier(Wiring Harness)

JMC

Ford

Q1 Award(Mirror)

Fiat Escorts Tata Motors

Best Supplier(Lighting)

Outstanding Performance

(Cabin)

Delivery(Lighting)

Supplier Quality Excellence(Mirror)

Supplier Quality Excellence(Lighting)

General Motors

Supplier PerformanceManagement Leader

(Wiring Harness)

Paccar

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35Annual Report 2017-2018

Excellent SupplierSpecial Vehicle

(Wiring Harness)

Excellent Supplier-Special Chassis(Wiring Harness)

Dongfeng

Excellence in Quality, Delivery, Wavelength, Technical Support

and Cost Management(Wiring Harness)

John Deere

Platinum Level in supplierQuality Excellence Process

(Wiring Harness)

7 Steps to Weld Excellence

(Cabin)

Caterpillar

Significant Contribution(Wiring Harness)

Komatsu

NPI Best Supplier(Wiring Harness)

AGCO

Best Supplier-Commercial Vehicle

(Wiring Harness)

Quality Management(Wiring Harness)

Honda Motorcycle& Scooter India

Superior Safety (Polymer)

Sumitomo Wiring Systems

Certificate of MeritQuality & On-Time Delivery

(Wiring Harness)

Hyster Yale

Certificate of Honor100% Quality & Delivery

(Wiring Harness)

Best Supply Performance(Mirror)

Hyundai Mobis

Significant Contribution(Wiring Harness)

GE Healthcare

Worldwide Partnership Award(Wiring Harness)

Piaggio

Page 38: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

36 Samvardhana Motherson International Limited

Chapter 17 Awards and recognitions

Special achievement.

Outstanding Company of the YearMotherson Sumi Systems Limited (MSSL) received the ‘Outstanding Company of the Year Award’ at CNBC-TV 18’s ‘India Business Leader Awards’ (IBLA) held in New Delhi, India. The 13th Edition of IBLA followed the theme of “Leaders of Change” and highlighted the efforts of those stalwarts who believe in creating equitable and profitable businesses with a laser sharp focus on specialization, innovation and differentiation.

Global Visionery Award

Mr. V C Sehgal, Chairman, Samvardhana Motherson Group received the “Global Visionary” award, at the first ‘The Economic Times Family Business Awards’ held in Mumbai, India. Mr. Sehgal was unanimously chosen for the award by an esteemed jury constituting of eminent business leaders in India.

Institutional awards.

PAR Excellence Award(Mirror)

INSSAN

leading Investorin Frankfurt

(Wiring Harness)

FrankfurtRheinMain GmbH

Best Supplier Delivery Fulfilment (Polymer)

Bosch

Excellence in Product Development

(Wiring Harness)

Harley Davidson

Page 39: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Samvardhana Motherson International Limited 37

DIRECTORS’ REPORT

To the Members,

Your Directors have pleasure in presenting to you the 13th Annual Report together with the audited fi nancial statements of the Company for the fi nancial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

Financial performance and operative performance of the Company

The summarized fi nancial results for the year ended on March 31, 2018 and for the previous year ended March 31, 2017 are as follows:

(Amounts in ` million)

Particulars Standalone

For the year ended

31.03.2018For the year ended

31.03.2017

Revenue from operations 1,675 372

Other income 10,663 173

Total revenue 12,338 545

Total expenditure 2,109 664

Profi t before interest, depreciation 10,229 (119)

Finance Costs 929 1,101

Profi t/Loss before Depreciation 9,300 (1,220)

Depreciation 8 2

Profi t/ (Loss) before tax 9,292 (1,222)

Provision for taxation:

- Current income tax 1,152 -

- Deferred tax (37) -

Profi t after tax 8,177 (1,222)

(Amounts in ` million)

Particulars Consolidated

For the year ended

31.03.2018For the year ended

31.03.2017

Revenue from operations 455,235 379,568

Other income 11,417 1,281

Total revenue 466,652 380,849

Total expenditure 434,544 360,567

Profi t before tax 31,110 19,562

Provision for taxation:

- Current income tax 8,525 6,802

- Deferred tax (credit)/ expense (186) 409

- Income tax for earlier years (142) (295)

Profi t before minority interest 22,933 12,646

Minority interest 4,927 4,576

Profi t for the year 18,006 8,070

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38 Annual Report 2017-18

Dividend

Your Directors had declared interim dividend of 23 % i.e. Rs. 2.30 per fully paid-up equity share of Rs. 10/- during the year 2017-18. The Directors recommend payment of Interim Dividend @ 23% paid to the Equity Shareholders of the Company as fi nal dividend for the year 2017-18.

1Capital adequacy

Your Company is a CIC- ND- SI and primarily functions as a Group Holding Company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/joint Venture Companies/Associate Companies. As a CIC- ND- SI, the Company is required to-

a. Maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off- balance sheet items as on date of the last audited balance sheet as at the end of the fi nancial year; and

b. Restrict the outside liabilities upto 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the fi nancial year.

The Company is in compliance with the above mentioned requirements as at March 31, 2018.

Consolidated Financial Statements

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard – 23 on Accounting for Investments in Associates and Accounting Standard –27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

Subsidiary Companies, Joint Ventures and Associate Companies

During the year under review, your Company has transferred its entire shareholding in following Companies to Tigers Connect Travel Systems and Solutions Limited:

1. AES (India) Engineering Limited

2. Motherson Auto Solutions Limited

3. Motherson Advanced Tooling Solutions Limited

4. Motherson Machinery and Automations Limited

5. Motherson Sintermetal Technology Limited

6. Motherson Techno Tools Limited

7. Nissin Advanced Indo Coating Indo Co. Private Limited

8. SAKS Ancillaries Limited

9. Samvardhana Motherson Auto System Private Limited

10. Samvardhana Motherson Refrigeration Product Limited

1 RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility of guarantee about the present position as to the fi nancial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the Company: (b) Neither is there any provision in law to keep, nor does the Company keep any part of the deposits with the Reserve Bank and by issuing the Certifi cate of Registration to the Company, the Reserve Bank neither accepts nor guarantee for the payment of the public funds to any person/body corporate

Further, due to termination of Joint Venture Agreement with Nachi Fujikoshi w.e.f. July 14, 2017 entire shareholding in the following companies have been transferred to Nachi Fujikoshi:

1. Nachi Motherson Tool Technology Limited

2. Nachi Motherson Precision Private Limited

In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated fi nancial statements of the company and all its subsidiaries, Joint Ventures and Associate Companies which form part of the Annual Report.

Further, a statement containing the salient features of the fi nancial statement including performance of the company’s subsidiaries, Joint Ventures and Associate Companies attached in Form AOC-1, which forms a part of the fi nancial statements of the company for the fi nancial year 2017-18.

Internal fi nancial controls with reference to the Financial Statements.

Your company has adopted various policies and procedures for ensuring the orderly and effi cient conduct of its business including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable fi nancial information. The company has appointed Internal Auditors to carry out both system and fi nancial audit of its activities.

The company has laid special emphasis by ensuring that such controls are not only adequate but are also operating effectively.

Public/Fixed Deposits

The Company has neither invited nor accepted any Deposits from the Public during the year ended on March 31, 2018. There is no unclaimed or unpaid deposit lying with the Company.

Auditors and Auditor’s Report

Statutory Auditors

Pursuant to provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.-301003E/E300005), were appointed as Statutory Auditors of the Company to hold the offi ce from the conclusion of 12th Annual General Meeting of the Company held in the year 2017 till the conclusion of 17th Annual General Meeting of the Company scheduled to be held in the year 2022, subject to ratifi cation of their appointment at every Annual General Meeting.

The members may note that with the Companies (Amendment) Act 2017, effective May 7, 2018 the requirement of obtaining ratifi cation of appointment of Statutory Auditors in every General meeting stands omitted.

In view of the above amendment, the Board is not required to recommend to the shareholders the ratifi cation of appointment of Statutory Auditors. Further, the Statutory Auditors have confi rmed that they are not disqualifi ed from continuing as Auditors of the company.

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Samvardhana Motherson International Limited 39

The report given by M/s. S.R. Batliboi & Co. LLP, statutory auditors on the fi nancial statement of the Company for the year 2017-18 is part of the Annual Report. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditors’ Report does not contain any qualifi cation, reservation or adverse remark. Further, not fraud was reported by the auditors of the company.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by offi cers or employees of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Directors appointed M/s Sanjay Grover and Associates to conduct Secretarial Audit for the fi nancial year 2017-18.

The Secretarial Audit Report for the fi nancial year ended March 31, 2018 is annexed herewith which forms a part of this Report. The Secretarial Audit Report does not contain any qualifi cation, reservation or adverse remark.

Cost Auditor

Pursuant to the Companies (Cost Records & Audit) Amendment Rules, 2014 issued by the Ministry of Corporate Affairs, the Company is not required to conduct audit of its cost accounting records for the fi nancial year 2017-2018.

Conservation of Energy, technology absorption and foreign exchange Earnings and Outgo

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Account) Rules, 2014 is given in Annexure A to this report

Directors and Key Managerial Personnel

As per provisions of Companies Act, 2013, Mr. Vivek Avasthi, Mr. Ramesh Dhar, Ms. Geeta Soni and Ms. Nilu Mehra, Directors of Company retire by rotation in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends their reappointment on the Board of the Company.

Further, Mr. Sanjay Mehta was appointed as Additional Director of the Company w e.f. May 24, 2018. The Board of Directors recommends his appointment as Director on the Board of the Company.

Brief resume of the above Directors, nature of their expertise in functional areas, name of public companies in which they hold directorship and the Chairmanship/Membership of the committees of Board are given as annexure to the notice convening the Annual General Meeting.

The Company has received declarations from Independent Directors confi rming that they meet with the criteria of independence as prescribed under sub section (6) of section 149 of the Companies Act, 2013. During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than

sitting fee and reimbursement of expenses, if any, incurred by them for the purpose of attending the meetings of the Board of Director and Committee.

Pursuant to the provisions of section 203 of the Companies Act, 2013,Mr. Manish Kumar Goyal was appointed as Chief Financial Offi cer (CFO) of the Company w.e.f. May 24, 2018 in place of Mr. Ashok Tandon.Mr. Manish Kumar Goyal as CFO and Ms. Pooja Mehra as Company Secretary are Key Managerial Personnel of the Company.

Meetings of the Board

During the fi nancial year ended 31st March 2018, 9 meetings of Board of Directors were held. The details of meetings are given here:

The dates of meeting are: May 30, 2017, July 24, 2017, September 05, 2017, September 18, 2017, October 17, 2017, November 14, 2017, December 26, 2017, February 21, 2018 and March 14, 2018. The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013. The table for the attended record of the Directors is as given below:

Name of the Director No. of Board Meetings Attended

Attendance at last Annual

General Meeting

Mr. Vivek Chaand Sehgal

7 Yes

Mr. Laksh Vaaman Sehgal

4 No

Mr. Vivek Avasthi 6 No

Mr. Hiroshi Morimoto 5 No

Mr. Bimal Dhar 5 Yes

Mr. Ashok Tandon 9 Yes

Mr. Ramesh Dhar 7 No

Ms. Geeta Soni 7 No

Ms. Nilu Mehra 7 Yes

Ms. Madhu Bhaskar 9 Yes

Mr. Dhruv Mehra 7 Yes

Mr. Hideo Hatada 2 Yes

Mr. Yasuhiro Kawamura 1 No

Mr. Sanjay Mehta Not applicable

Not applicable

The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic Presentations are made by Senior Management, Statutory and Internal Auditors at the Board/Audit Committee Meetings on the business and performance updates of the Company. Ms. Madhu Bhaskar member of the audit committee represented Audit Committee Chairman in Annual General Meeting.

Audit Committee

The Company have constituted audit committee in terms of section 177 of the Companies Act, 2013. Presently, the composition of audit committee is as under:

• Mr. Vivek Avasthi- Member

• Mr. Hiroshi Morimoto- Chairman

• Ms. Madhu Bhaskar- Member

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40 Annual Report 2017-18

During the year under review Mr. Vivek Avasthi was appointed as member in Place of Mr. Laksh Vaaman Sehgal on November 13, 2017.

Five Audit Committee meetings were held during the year. The dates of the meeting are:

May 30, 2017, July 24, 2017, October 17, 2017, November 14, 2017 and February 21, 2018

The table for the attended record of the Members for audit committee is as given below:

Name of the Member Designation No. of Committee Meetings Attended

Mr. Hiroshi Morimoto Chairman 4

Mr. Laksh Vaaman Sehgal

Member 3

Ms. Madhu Bhaskar Member 5

Mr. Vivek Avasthi Member 2

Corporate Social Responsibility (CSR)

In accordance with the requirements of section 135 of the Companies Act, 2013, your Company has Corporate Social Responsibility (CSR) Committee. The Company has also framed Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Composition of Corporate Social Responsibility (CSR) Committee is as follows:

• Mr. Hiroshi Morimoto - Member

• Ms. Madhu Bhaskar - Chairperson

• Mr. Ashok Tandon - Member

CSR committee meeting was held once during the year on February 21, 2018.

The Annual Report on the CSR activities undertaken by the Company during the fi nancial year under review is annexed to this Report as Annexure-B.

The Company has set up a trust in the name of Swarn Lata Motherson Trust for carrying out CSR activities for the group Companies.

Board Evaluation

Your Company has formulated Nomination and Remuneration Committee in terms of the Provisions of the Companies Act, 2013 and has done formal evaluation of Directors in terms of the provisions of Companies Act, 2013. The Nomination and Remuneration policy of the covers Company’s policy on Directors appointment and remuneration including criteria for determining qualifi cations, positive attributes, independence of directors and other matters as required under the applicable provisions of the Companies Act, 2013.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of Board as a whole and performance of Chairman was evaluated, taking into account the views of Executive and non-executive directors.

Nomination And Remuneration Committee

The composition of nomination and remuneration committee is as follows:

• Mr. Hiroshi Morimoto - Member

• Ms. Madhu Bhaskar - Chairperson

• Mr. Vivek Avasthi - Member

Nomination and Remuneration committee meeting was held on July 24 2017. As required under Section 178 of the Companies Act, 2013, the Board had, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial personnel and their remuneration including criteria for determining qualifi cations, positive attributes, independence of a director and other matters thereof. Such policy are also available on the website of the company and can be accessed through following link: http://www.smil.co.in.

Extract of the Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of annual return in form MGT-9 is annexed herewith as Annexure C to this report.

Particulars of Loans, Guarantees or Investments

Provisions of Section 186 of the Companies Act, 2013 apply to your Company to the extent applicable to a CIC- ND- SI. Details of loans, guarantees or investments made by the Company form part of the notes to the fi nancial statements as provided in this Annual Report.

Particulars of contracts or arrangement with Related Parties

During the fi nancial year 2017-18, the Company has entered into the related party transactions which are in ordinary course of business and at arm’s length basis and there is no material transactions so the Company is not required to give the details of the related party transactions in form AOC-2. Further the details of the transaction with related parties are provided in the notes to accompanying Standalone fi nancial Statement.

Human Resources

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company

Particulars of Employees

The statement containing the names of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure – D

Directors’ Responsibility Statement

As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 your Directors confi rm:

1. in the preparation of the annual accounts for the fi nancial year ended March 31, 2018, the applicable

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Samvardhana Motherson International Limited 41

accounting standards had been followed along with proper explanation relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fi nancial year March 31, 2018 and of the profi t and loss of the company for that period;

3. the directors had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis;

5. the directors have laid down Internal Financial Controls to be followed by the Company and that such internal fi nancial controls are adequate and are operating effectively;

6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Risk Management Policy

Your Company has Risk management policy in place which covers elements which in the opinion of the Board may threaten the existence of the company.

General

Your Directors state that during the year ended March 31, 2018:

- There has been no change in the nature of business of the company during the year ended on March 31, 2018.

- No amount has been transferred to Reserves by the Company duringthe year ended on March 31, 2018

- There are no other material changes and commitments affecting the fi nancial position of the company which have occurred between the end of the fi nancial year of the company to which the fi nancial statements relate and the date of the report.

- There are no signifi cant & material orders passed by any regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

- There are no changes in the Authorised and Paid Up share Capital of the Company for the year ended on March 31, 2018.

- There has been no Issue of equity shares with differential rights as to dividend, voting or otherwise.

- The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no cases fi led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- During the year under review (i.e. 2017-18), the Company has complied with the applicable provisions of the Secretarial Standards issued by Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Acknowledgements

Your Directors would like to place on record their sincere appreciation for the whole hearted support and contributions made by all employees of the company, Bankers, Regulatory Bodies towards the conduct of effi cient operations of the company.

The Board of Directors of the company also expresses their gratitude to the shareholders for their valuable and un-stinted support extended to the company throughout the year.

For & on behalf of the Board of Directors ofSamvardhana Motherson International Limited

Sd/-

Sanjay Mehta (Din No. 03215388)

Place: Noida Vivek AvasthiDate: 08.09.2018 (Din No. 00033876)

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42 Annual Report 2017-18

Annexure-A

Conservation of Energy, technology absorption and foreign exchange Earnings and Outgo

Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Account) Rules, 2014 are as follows:

(A) Conservation of energy:

Steps taken for impact on conservation of energy and steps taken by the Company for utilizing source of energy.

Though your Company is a Non-manufacturing Company it is taking all possible steps for conservation of energy in all operations of the company.

(B) Technology absorption, adaptation and innovation:

In view of the nature of activities which are being carried out by your Company no declaration is required to be given in this regard.

C) Foreign exchange earnings and Outgo: (In Rupees)

Foreign Exchange earnings and outgo during the year ended March 31, 2018 are:

(i) Foreign Exchange earnings: (Amount in ` million)

Consultancy Income 5

Interest on loan 9

Total Foreign Exchange earnings 14

(ii) Foreign Exchange Outgo:

Travel expenditure 7

Computer and Software expenses 1

Total Foreign Exchange outgo 8

For & on behalf of the Board of Directors ofSamvardhana Motherson International Limited

Sd/- Sd/-

Sanjay Mehta Vivek Avasthi (Din No. 03215388) (Din No. 00033876)

Place: Noida Date: 08.09.2018

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Samvardhana Motherson International Limited 43

Annexure-B

ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN BOARD’S REPORT

1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.- Our Company Vision is to create a more inclusive and sustainable environment. Our commitment to CSR emanates from the business mission that guides us to set new standards in good corporate citizenship. Therefore, our CSR programs have been structured to be made sustainable, measurable, replicable, and scalable which will enable us carve out a reputation for being one of the most socially and environmentally responsible companies. Company shall identify and undertake all its CSR programs/ projects/activities under the following broader thrust areas of CSR:

• Skill Development and Vocation based education

• Livelihood enhancement

• Waste management and Sanitation

• Environmental sustainability

• Women and youth empowerment

• Disaster relief

• National Missions

2. The Composition of the CSR Committee is as under:

• Mr. Hiroshi Morimoto

• Ms. Madhu Bhaskar

• Mr. Ashok Tandon

3. Average net profi t of the company for last three fi nancial years: Please refer note below

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) Please refer note below

5. Details of CSR spent during the fi nancial year. -

(a) Total amount to be spent for the fi nancial year:- Please refer note below

(b) Amount unspent, if any;- Please refer note below

(c) Manner in which the amount spent during the fi nancial year is detailed below:

S. NO.

CSR Project or Activity identifi ed

Sector in which the Project is covered

Project or Programme(1)Local area or other(2)Specify the state or district where Project or Programme was undertaken

Amount outlay (budget) project or programme wise

Amount spent on the projects or programs Sub-heads:(1)Direct expenditure on projects or programs;(2) Overheads:

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

Please refer Note Below

6. In case the Company has failed to spend the two percent of the average net profi t of the last three fi nancial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report- Please refer Note Below

7. A responsibility statement of the CSR Committee- The implementation and monitoring of Corporate Social Responsibility Policy is in compliance with CSR objectives and policy of the Company.- Please refer Note Below

Due to losses no amount was required to be spent by the company for the year 2017-18. Post implementation of Companies Act, 2013 fi rst time for the year ended March 31, 2018 the company had profi t of INR 8177 Million. Prescribed CSR expenditure would be undertaken by the company based on the average net profi ts of the company during the three immediately preceding fi nancial years as and when they arise subject to applicable provisions of Companies Act, 2013.

For Samvardhana Motherson International Limited

Sd/-Madhu Bhaskar

Chairperson- Corporate Social Responsibility Committee

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44 Annual Report 2017-18

Annexure-C

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the fi nancial year ended on March 31,2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN U74900MH2004PLC287011

ii) Registration Date 09/12/2004

iii) Name of the Company Samvardhana Motherson International Limited

iv) Category / Sub-Category of the Company Company Limited by Shares

v) Address of the Registered offi ce and contact details

Unit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai Mumbai City MH 400051 India

vi) Whether listed company (Yes/No) No {Non-Convertible Debentures listed with BSE Limited (Bombay Stock Exchange)}

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Link InTime India Private Limited

44, Community Centre, 2nd Floor, Near PVR Naraina, Phase-I Naraina Industrial Area, New Delhi - 110028, Phone: +91 11 4141 0592, 93 , 94 | Fax: +91 11 4141 0591, Email: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Group Holding Company(Core Investment Company – CIC-ND-SI)

64200 96.34%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

1 Motherson Machinery and Automations Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U74899DL2004PLC131099 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

100% 2(87)

2 Motherson Molds and Diecasting Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U27310DL2006PLC151361 Subsidiary Company 51% 2(87)

3 SAKS Ancillaries LimitedUnit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai City MH 400051

U74899MH1985PLC285656 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

58.10% 2(87)

4 Samvardhana Motherson Virtual Analysis Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29199DL2005PLC139659 Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)

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Samvardhana Motherson International Limited 45

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

5 Motherson Auto Solutions Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U74899DL2004PLC131122 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

66% 2(87)

6 MothersonSumi INfotech and Designs Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U67120DL1985PLC020695 Subsidiary Company 53.67% 2(87)

7 MSID U.S. Inc. (held by Motherson Sumi INfotech & Designs Ltd.)18 East 41st Street Suite 1704 New York, NY 10017

N.A. Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)

8 MothersonSumi Infotekk And Designs GmbH (held by Motherson Sumi INfotech & Designs Ltd.)Hailerer Strasse 24 63571 Gelnhausen Germany

N.A. Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)

9 MothersonSumi INfotech and Designs SG Pte. Ltd. (held by Motherson Sumi INfotech & Designs Ltd.)178 PAYA LEBAR ROAD, #04-08/09, PAYA LEBAR 178, SINGAPORE (409030)

N.A. Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)

10 MothersonSumi INfotech & Designs KK (held by MothersonSumi INfotech and Designs SG Pte. Ltd.)4F 45KT Building 16-4, 1-chome MarunouchiNaka-ku, Nagoya 460-0002, Japan

N.A. Subsidiary Company through MothersonSumi Infotech and Designs Limited

85.71% 2(87)

11 Motherson Consultancies Service Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29130DL2004PLC131100 Subsidiary Company 100% 2(87)

12 Motherson Auto Engineering Service Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29253DL2004PLC126353 Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)

13 Motherson Techno Tools Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U74999DL1992PLC049607 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

60.06% 2(87)

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46 Annual Report 2017-18

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

14 Motherson Advanced Tooling Solutions LimitedUnit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East MumbaiMumbai City MH 400051

U45400MH2007PLC285655 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

100% 2(87)

15 Tigers Connect Travel Systems and Solutions LimitedUnit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai City MH 400051

U34300MH2006PLC285657 Subsidiary Company 100% 2(87)

16 Samvardhana Motherson Refrigeration Product Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U90000DL2007PLC169556 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

100% 2(87)

17 Motherson Sintermetal Technology Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U28990DL2011PLC229148 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

100% 2(87)

18 Samvardhana Motherson Auto Component Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U31500DL2014PTC274514 Subsidiary Company 100% 2(87)

19 Samvardhana Motherson Auto System Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U50300DL2014PTC273269 Subsidiary Company through Tigers Connect Travel Systems and Solutions Limited

100% 2(87)

20 Samvardhana Motherson Finance Services Cyprus Ltd.Julia House, 3 Thermistocles Dervis Street, CY-1066 Nicosia, Cyprus

N.A. Subsidiary Company 100% 2(87)

21 Samvardhana Motherson Holding (M) Private Ltd. (SMHPL)6th Floor, Tower A, 1 Cyber City, Ebene, Mauritius

N.A Subsidiary Company 100% 2(87)

22 Motherson Sintermetal Technology B.V. (held by Motherson Sintermetal Technology Ltd.)Oranje Nassaulaan 55, 1e etage, 1075 AK Amsterdam

N.A. Subsidiary Company through Motherson Sintermetal Technology Limited

100% 2(87)

23 Motherson Sintermetal Products S.A. (held by Motherson Sintermetal Technology B.V.)Sarria De Ter, 52, 08291 Ripollet, Spain

N.A. Subsidiary Company through Motherson Sintermetal Technology Limited

100% 2(87)

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Samvardhana Motherson International Limited 47

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

24 Motherson Techno Tools Mideast FZE. (% held by Motherson Techno tools Limited)WARE HOUSE NO. P-6/173, PO BOX NO 120105, SHARJAH AIRPORT INTERNATIONAL FREE ZONE, SHARJAH,UNITED ARAB EMIRATES

N.A. Subsidiary Company through Motherson Techno Tools Limited

100% 2(87)

25 Samvardhana Motherson Global Holding Limited (SMGHL) (% held By Samvardhana Motherson Holding (M) Private Limited)Julia House, 3 Thermistocles Dervis Street, CY-1066 Nicosia, Cyprus

N.A. Joint Venture 49% 2(87)

26 Motherson Sumi Systems Limited (MSSL)Unit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai Mumbai City MH 400051 India

L34300MH1986PLC284510 Joint Venture 33.43% 2(87)

27 Anest Iwata Motherson Coating Equipment Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29298DL2006PLC155317 Joint Venture 49% 2(87)

28 Anest Iwata Motherson Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U34107DL2000PTC108736 Joint Venture 49% 2(87)

29 AES (India) Engineering Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29199DL2005PLC141008 Joint Venture through Tigers Connect Travel Systems and Solutions Limited

26% 2(6)

30 Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly Known as Spheros Motherson Thermal System Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U74899DL2004PLC131101 Joint Venture 49% 2(6)

31 Matsui Technologies India Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29199DL2006PLC156494 Joint Venture 50% less one share

2(6)

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48 Annual Report 2017-18

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

32 Fritzmeier Motherson Cabin Engineering Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U31908DL2007PTC162125 Joint Venture 50% 2(6)

33 Nissin Advanced Coating Indo Co. Private Limited.2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U24211DL2007PTC169557 Joint Venture through Tigers Connect Travel Systems and Solutions Limited

49% 2(6)

34 Magneti Marelli Motherson Auto System Private Ltd (100% held by Magneti Marelli Motherson India Holding B.V.)2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U31500DL2008PTC174123 Joint Venture 50% 2(6)

35 Magneti Marelli Motherson India Holding B.V.Amsterdam, 118BH Luchthaven Schiphol, Schiphol Boulevard 217

N.A. Joint Venture 50% 2(6)

36 CTM India Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U74999DL1998PLC093544 Joint Venture 41% 2(6)

37 Magneti Marelli Motherson Shock Absorbers India Private Ltd.B- 23, MIDC INDUSTRIAL AREA, VILLAGAE NIGHOJE, TALUKA – RAJGURUNAGAR, CHAKAN, Maharashtra - 410501

U74900PN2008PTC132425 Joint Venture 50% 2(6)

38 Samvardhana Motherson Polymers LimitedUnit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai Mumbai City MH 400051 India

U29292MH2011PLC286829 Joint Venture 49% 2(6)

39 Motherson Bergstrom HVAC Solutions Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29292DL2010PTC211024 Joint Venture 50% 2(6)

40 Motherson Invenzen Xlab Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U72300DL2014PTC264533 Subsidiary 51% 2(87)

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Samvardhana Motherson International Limited 49

SL. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

41 Samvardhana Motherson Adsys Tech Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road,Delhi -110044

U29190DL2017PLC322331 Subsidiary 100% 2(87)

42 Youngshin Motherson Auto Tech Limited2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, Delhi -110044

U35999DL2017PLC321298 Joint Venture 50% 2(6)

43 MS GIobal India Automotive Private Limited SURVEY NO.133 PART, 134 PART & 135 PART, SIPCOT INDUSTRIAL PARK,ORGADAM VILLAGE,MATTUR POST SRIPERUMBUDUR TALUK TN 602105

U36103TN2011PTC081760 Subsidiary 100% 2(87)

IV SHAREHOLDING PATTERN (Equity Share Capital Break-up as Percentage of Total Equity)

Category of Shareholders No. of Shares held at the beginning of the Year

No. of Shares held at the end of the year

% Change during the

yearDemat Physical Total % of total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) India

a) Individual/ HUF 111630046 5600 111635646 23.57 111790646 NIL 111790646 23.6 0.03

b) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) Bodies Corp. 136090869 NIL 136090869 28.73 136090869 NIL 136090869 28.73 NIL

e) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

f) Any Other…. NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total (A) (1):- 247720915 5600 247726515 52.3 247881515 NIL 247881515 52.33 0.03

(2) Foreign

a) NRIs - Individuals 105172597 30950 105203547 22.22 105172597 30950 105203547 22.22 NIL

b) Other – Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) Bodies Corp. 75207000 NIL 75207000 15.88 75207000 NIL 75207000 15.88 NIL

d) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Any other NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total (A) (2):- 180379597 30950 180410547 38.1 180379597 30950 180410547 38.1 NIL

Total shareholding g of Promoter(A) = A1+A 2

428100512 36550 428137062 90.4 428261112 30950 428292062 90.43 0.03

B. Public Shareholding

1. Institutions

a) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

b) Banks / FI NIL NIL NIL NIL

c) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

f) Insurance Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL

g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL

h) Foreign Venture Capital Funds

NIL NIL NIL NIL NIL NIL NIL NIL NIL

i) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub- total (B)(1):- NIL NIL NIL NIL NIL NIL NIL NIL NIL

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50 Annual Report 2017-18

Category of Shareholders No. of Shares held at the beginning of the Year

No. of Shares held at the end of the year

% Change during the

yearDemat Physical Total % of total Shares

Demat Physical Total % of Total Shares

2. Non Institutions

a) Bodies Corp.

i) Indian 50000 NIL 50000 0.01 50000 NIL 50000 0.01 NIL

ii) Overseas NIL 30612843 30612843 6.47 NIL 30612843 30612843 6.47 NIL

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

2173044 1885247 4058291 0.86 2123694 1851447 3975141 0.84 -0.02

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

6167067) 1135987 7303054 1.55 6048267 1135987 7184254 1.52 -0.03

c) Others

i) Foreign Nationals & Non-Resident Indians

964650 1257308 2221958 0.45 994650 1243335 2237985 0.47 NIL

ii) Trust 583477 647170 1230647 0.26 593627 667943 1261570 0.26 NIL

Sub-total (B)(2):- 9938238 35538555 45476793 9.6 9810238 35511555 45321293 9.57 0.03

Total Public Shareholding (B)=(B)(1)+ (B)(2)

9938238 35538555 45476793 9.6 9810238 35511555 45321293 9.57 0.03

C. Shares held by Custodian for GDRs & ADRs

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Grand Total (A+B+C) 438038750 35575105 473613855 100 438071350 35542505 473613855 100 NIL

(ii) Shareholding of Promoters

Sl. No

Shareholders Name Shareholding at the beginning of the Year

Shareholding at the end of the Year

No. of Shares

% of total shares of the

Company

% of Shares Pledged/

encumbered to total shares

No. of Shares

%of total shares of the

Company

%of Shares Pledged/

encumbered to total shares

% change in shareholding

during the year

1 Ms. Geeta Soni 1346360 0.28 NIL 1486360 0.31 NIL 0.03

2 Ms. Renu Alka Sehgal 109825286 23.19 NIL 109825286 23.19 NIL NIL

3 Ms. Nilu Mehra 464000 0.10 NIL 479000 0.10 NIL 0.0031

4 Motherson Engineering Research and Integrated Technologies Limited

14500000 3.06 NIL 14500000 3.06 NIL NIL

5 Advanced Technologies and Automotive Resources Pte. Ltd.

8427000 1.78 NIL 8427000 1.78 NIL NIL

6 Shree Sehgals Trustee Company Private Limited

121590869 25.67 NIL 121590869 25.67 NIL NIL

7 Ms. Vidhi Sehgal 4675956 0.99 NIL 4675956 0.99 NIL NIL

8 Mr. Vivek Chaand Sehgal

100527391 21.23 NIL 100527391 21.23 NIL NIL

9 Mr. Laksh Vaaman Sehgal

200 0.00 NIL 200 0.00 NIL NIL

10 Radha Rani Holdings Pte. Limited

66780000 14.10 NIL 66780000 14.10 NIL NIL

Total 428137062 90.40 NIL 428292062 90.43 NIL NIL

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Samvardhana Motherson International Limited 51

iii) Change in Promoters Shareholding (Please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of shares

% of total shares of the

Company

No of shares

% of total shares of the

Company1 At the beginning of the year 428137062 90.40 428137062 90.40

Increase in promoters holding during the year:

• Ms. Geeta Soni (due to transfer)

• Ms. Nilu Mehra (due to transfer)

1,40,000

15,000

0.03

0.00

1,40,000

15,000

0.03

0.00

At the End of the Year 428292062 90.43 428292062 90.43

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):-

Sl. No.

For Each of the Top 10 Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of shares

% of total shares of the

Company

No of shares

% of total shares of the

Company

1 Sojitz Corporation 30612843 6.46 30612843 6.46

2 Samvardhana Employees Welfare Trust 1230647 0.26 1261570 0.26

3 Sandeep Agarwala 463750 0.1 463750 0.1

4 Anju Agarwal 463750 0.1 463750 0.1

5 Namita Mohan 350000 0.07 350000 0.07

6 Ranju Sayall 212000 0.04 212000 0.04

7 Naresh Chander Madan 195050 0.04 195050 0.04

8 Rajat Jain 162500 0.03 162500 0.03

9 Devender Singh 162800 0.03 167800 0.03

10 Loca Srinivas Reddy 149000 0.03 149000 0.03

v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

NAME Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of share at the beginning

of the year

% of total shares of the

company

No. of share at the beginning

of the year

% of total shares of the

company

1. Mr. Vivek Chaand Sehgal 100527391 21.23 100527391 21.23

2. Mr. Laksh Vaaman Sehgal 200 0.00 200 0.00

3. Ms. Geeta Soni 1340760 0.28 1486360 0.31

4. Ms. Nilu Mehra 464000 0.09 479000 0.10

5. Mr. Ashok Tandon 44100 0.01 44100 0.01

6. Mr. Vivek Avasthi 30000 0.01 30000 0.01

7. Mr. Bimal Dhar 150000 0.03 150000 0.03

8. Mr. Dhruv Mehra 12600 0.00 12600 0.00

9. Mr. Ramesh Dhar 36000 0.01 36000 0.01

10. Mr. Hiroshi Morimoto 96760 0.02 96760 0.02

11. Ms. Madhu Bhaskar NIL NIL NIL NIL

12. Mr. Hideo Hatada NIL NIL NIL NIL

13. Mr. Yasuhiro Kawamura NIL NIL NIL NIL

14. Ms. Pooja Mehra 28000 0.00 28000 0.00

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52 Annual Report 2017-18

V INDEBTEDNESS

Secured Loans excluding Deposit

Unsecured Loans

Total Indebtedness

Indebtedness at the beginning of the fi nancial year

i) Principal Amount 9347 1723 11,070

ii) Interest due but not paid - - -

iii) Interest accrued but not due 52 9 61

Total (I + ii + iii) 9399 1732 11,131

Change in Indebtedness during the fi nancial year

• Addition 1350 4990 6340

• Reduction 5347 6713 12060

Net Change (3997) (1723) (5720)

Indebtedness at the end of the fi nancial year

i) Principal Amount 5350 - 5350

ii) Interest due but not paid - - -

iii) Interest accrued but not due 35 - 35

Total (I + ii + iii) 5385 - 5385

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Mr. Dhruv Mehra

1 Gross salary:

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

9,900,000 9,900,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

39,600 39,600

(c) Profi ts in lieu of salary u/s17(3) Income Tax Act, 1961

2 Stock Option - -

3 Sweat Equity - -

4 Commission as % of profi t - -

Others, Specify

5 Others, Please specify - -

TOTAL A 9,939,600 9,939,600

B. Remuneration to other Directors:

Sl. No. Particulars of Remuneration Name of Directors Total Amount

1 Independent Directors Mr. Hiroshi Morimoto Ms. Madhu Bhaskar

• Fee for attending board committee meetings

180,000 260,000 440,000

• Commission

• Others, please specify

Total (1) 180,000 260,000 440,000

2 Other Non-Executive

Directors

• Fee for attending board committee meetings

• Commission

• Others, please specify

Total (2)

Total (B) = (1+2) 180,000 260,000 440,000

Total Managerial Remuneration

Book 1.indb 52Book 1.indb 52 22-09-2018 15:59:1122-09-2018 15:59:11

Page 55: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Samvardhana Motherson International Limited 53

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No.

Particulars of Remuneration Key Managerial PersonnelCompany Secretary CFO cum Director TotalMs. Pooja Mehra Mr. Ashok Tandon

1 Gross salary 4,721,215 14,894,800 19,616,015(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax

Act, 196155,200 55,200 110,400

(c) Profi ts in lieu of salary u/s 17(3) the Income-tax Act, 1961

2 Stock Option - - -3 Sweat Equity - - -4 Commission - - -

- As % of Profi t- Others, specify

5 Others, please specify - - -Total 4,776,415 14,950,000 19,726,415

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies

Act

Brief Description

Details of Penalty/ punishment/

Compounding fee imposed

Authority[RD/NCLT/

Court]

Appeal made, if any (give

details)

A. COMPANYPenalty NIL N.A. NIL NIL NAPunishment NIL N.A. NIL NIL NACompounding NIL N.A. NIL NIL NA

B. DIRECTORSPenalty NIL N.A. NIL NIL NAPunishment NIL N.A. NIL NIL NACompounding NIL N.A. NIL NIL NA

C. Others Offi cers in defaultPenalty NIL NA NIL NIL NAPunishment NIL NA NIL NIL NACompounding NIL NA NIL NIL NA

Annexure-DInformation as per section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014Employee name

Designation Educational Qualifi cation Age Experience (in years)

Date of joining

Gross remuneration paid (in Rs.)

Previous employment and designation

Percentage of equity shares held in the company

Whether relative of any director or manager of the company

Mr. C.V. Raghu

Group General Counsel

B.Sc, L.L.B., PGPBM Industrial Relationship and Personnel Management and Chartered Associate of Indian Institute of Banker (CAIIB)

54 29 years 04/12/2015 3,34,54,992 Senior Director- Legal & Regulatory Affairs at Max India Limited

Nil Not Related

Mr. Kunal Malani

Vice President

Chartered Accountant 41 18 years 15/07/2013 2,46,33,543 India Infoline Investment Banking

Senior Vice President

Not related

Mr. Anil Kalra

CDA Bachelor of Engineering 66 41 01/04/2012 1,40,48,743 Sumi Motherson Innovating Engineering Limited President

18000 shares

Not relates

Mr. Anil Bahl

Assistant Vice President

Bachelor of Engineering 48 24 02/01/2014 1,02,49,964 Cedar Support Service Limited Vice President

7000 shares

Not related

For & on behalf of the Board of Directors ofSamvardhana Motherson International Limited

Sd/- Sd/-

Sanjay Mehta Vivek Avasthi (Din No. 03215388) (Din No. 00033876)

Place: Noida Date: 08.09.2018

Samvardhana Motherson AR 2017-18.indb 53Samvardhana Motherson AR 2017-18.indb 53 27-09-2018 10:33:1527-09-2018 10:33:15

Page 56: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

54 Annual Report 2017-18

AO

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Book 1.indb 54Book 1.indb 54 22-09-2018 15:59:1122-09-2018 15:59:11

Page 57: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Samvardhana Motherson International Limited 55

S.

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Book 1.indb 55Book 1.indb 55 22-09-2018 15:59:1122-09-2018 15:59:11

Page 58: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

56 Annual Report 2017-18

AO

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Book 1.indb 56Book 1.indb 56 22-09-2018 15:59:1122-09-2018 15:59:11

Page 59: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Samvardhana Motherson International Limited 57

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Samvardhana Motherson International Limited (CIN-U74900MH2004PLC287011)Unit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai, Maharashtra- 400051

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Samvardhana Motherson International Limited (hereinafter called the Company) whose debt securities are listed on BSE Limited. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

We report that-

a) Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verifi cation was done on test basis to ensure that correct facts are refl ected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

c) We have not verifi ed the correctness and appropriateness of the fi nancial statements of the Company.

d) Where ever required, we have obtained the Management representation about the compliances of laws, rules and regulations and happening of events etc.

e) The compliance of the provisions of the Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verifi cation of procedures on test basis.

f) The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the effi cacy or effectiveness with which the management has conducted the affairs of the Company.

Based on our verifi cation of the Company’s books, papers, minute books, forms and returns fi led and other records maintained by the Company and also the information provided by the Company, its offi cers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during the audit period covering the fi nancial year ended on 31st March, 2018(“Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns fi led and other records maintained by the company for the fi nancial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(b) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding Companies Act and dealing with client;

(c) **The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

(d) The Securities and Exchange Board of India (Listing obligations and Disclosures requirements) Regulations, 2015.

We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors and on General Meetings issued by The Institute of Company Secretaries of India.

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58 Annual Report 2017-18

*Only debt securities of the Company are listed on BSE Limited; as such, provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 are not applicable per se. Further, as confi rmed by the management, no such listed securities of the Company were held and/ or traded by any insider of the Company during the audit period;

We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India with which the Company has generally complied;

During the audit period, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines to the extent applicable. The statement as required under 134 (3) (e) of the Companies Act, 2013, on the Company’s policy on directors’ appointment and remuneration was covered under statement on Nomination and Remuneration policy and has not been separately disclosed in the Board’s Report for the fi nancial year 2016-17.

We further report that for the remuneration paid to Mr. Ashok Tandon and Mr. Dhruv Mehra, Whole- time Directors of the Company, w.e.f 15th September, 2017 and 15th July, 2017 Company has fi led the applications for seeking the approval of the Ministry of Corporate Affairs, Central Government (MCA), which are pending for approval with MCA.

(vi) The Company is registered under Section 45-IA of the Reserve Bank of India Act, 1934 as a Core Investment Company [Non-Deposit Taking Systemically Important (CIC-ND-SI)] and engaged in the business of fi nancing in the Group Companies. As confi rmed by the Management, Reserve Bank of India Act, 1934 and rules, regulations & directions issued by RBI from time to timeand dealing with Core Investment Companies are specifi cally applicable to the Company.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the audit period under review were carried out in compliance with the provisions of the Act.

Adequate notices were given to all directors to schedule the Board Meetings;agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifi cations on the agenda items before the meeting for meaningful participation at the meeting.

Board decisions were carried out with unanimous consent of present and disinterested board members and therefore, no dissenting views were required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period:

1. The members of the Company in their Annual General Meeting held on 18th September, 2017, passed a special resolution for issuance of Non- Convertible Debentures not exceeding the overall limit of Rs. 2,000 Crores.

2. The Company has redeemed 200 (Two Hundred), 0% redeemable non-convertible debentures having face value of Rs. 1 Crore each Rs. 200 Crores on 12th September, 2017 and 120 (One Hundred Twenty), 0% redeemable non-convertible debentures having face value of Rs. 1 Crore each amounting to Rs. 120 Crores on 22nd November, 2017.

For Sanjay Grover & AssociatesCompany Secretaries

Firm Registration No. P2001DE052900

Kumar GauravPartner

CP No.:16188

September 8, 2018 New Delhi

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Standalone Financial Statements

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60 Annual Report 2017-18

INDEPENDENT AUDITORS’ REPORT

To the Members of Samvardhana Motherson International Limited

Report on the Financial Statements

We have audited the accompanying standalone fi nancial statements of Samvardhana Motherson International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as amended) specifi ed under section 133 of the Act, read with the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal fi nancial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone fi nancial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specifi ed under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Company’s preparation of the fi nancial statements that

give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the standalone fi nancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2018, its profi t, and its cash fl ows for the year ended on that date.

Other Matter

The fi nancial statements of the Company for the year ended March 31, 2017, included in these standalone fi nancial statements, have been audited by the predecessor auditor who expressed an unmodifi ed opinion on those statements on May 30, 2017.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specifi ed in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profi t and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone fi nancial statements comply with the Companies (Accounting Standards) Rules, 2006 (as amended) specifi ed under section 133 of the Act, read with the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none

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Samvardhana Motherson International Limited 61

of the directors is disqualifi ed as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal fi nancial controls over fi nancial reporting of the Company with reference to these standalone fi nancial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its fi nancial position in its fi nancial statements – Refer Note 26 (b) to the standalone fi nancial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. Batliboi & Co. LLPChartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Pankaj ChadhaPartnerMembership Number: 091813

Place of Signature: AmsterdamDate: May 24, 2018

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62 Annual Report 2017-18

Re: Samvardhana Motherson International Limited (the “Company”)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(i) (b) The fi xed assets of the Company have been physically verifi ed by the management during the year and no material discrepancies were identifi ed on such verifi cation.

(i) (c) According to the information and explanations given by the management, there are no immovable properties, included in fi xed assets of the Company and accordingly, the requirements under paragraph 3(i)(c) of the Order are not applicable to the Company.

(ii) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii) (a) The Company has granted loans to 11 companies covered in the register maintained under section 189 of the Act. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loans are not prejudicial to the Company’s interest.

(b) In respect of loans granted to companies covered in the register maintained under section 189 of the Companies Act, 2013, repayment of the principal amount is as stipulated and payment of interest has been regular.

(c) There are no amount of loans granted to companies listed in the register maintained under section 189 of the Act which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013, as applicable, in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained, the Central Government has not specifi ed the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the services of the Company.

(vii) (a) Undisputed statutory dues including provident fund, income-tax, service tax, goods and service

tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The provisions relating to employees’ state insurance, sales tax, duty of custom, duty of excise and value added tax are not applicable to the Company.

(vii) (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income-tax, service tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. The provisions relating to employees’ state insurance, sales tax, duty of custom, duty of excise and value added tax are not applicable to the Company.

(vii) (c) According to the records of the Company, the dues outstanding of income-tax and service tax on account of any dispute, are as follows:

Name of the statute

Nature of dues

Amount(INR in million)

Period to which the amount relates

Forum where dispute is pending

Finance Act, 1994

Service Tax

3 2010-11 to 2015-16

Commissioner (Appeal) of Central Excise, Customs & Service Tax

The provisions relating to sales tax, duty of custom, duty of excise and value added tax are not applicable to the Company.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a fi nancial institution, bank or government or dues to debenture holders.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of debt instruments in the nature of term loans for the purposes for which they were raised. The Company has not raised moneys by way of initial public offer or further public offer or issue of debentures.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the fi nancial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the offi cers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has

Annexure 1 referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date

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Samvardhana Motherson International Limited 63

been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the fi nancial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) of the Order are not applicable to the Company and, not commented upon.

(xv) According to the information and explanations given

by the management, the Company has not entered

into any non-cash transactions with directors or

persons connected with him as referred to in section

192 of Companies Act, 2013.

(xvi) According to the information and explanations given

to us, we report that the Company has registered as

required, under section 45-IA of the Reserve Bank of

India Act, 1934.

For S.R. Batliboi & Co. LLPChartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Pankaj ChadhaPartnerMembership Number: 091813

Place of Signature: AmsterdamDate: May 24, 2018

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64 Annual Report 2017-18

Report on the Internal Financial Controls under Clause (i) of

Sub-section 3 of Section 143 of the Companies Act, 2013

(“the Act”)

We have audited the internal fi nancial controls over fi nancial

reporting of Samvardhana Motherson International Limited

(“the Company”) as of March 31, 2018 in conjunction with

our audit of the standalone fi nancial statements of the

Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing

and maintaining internal fi nancial controls based on the

internal control over fi nancial reporting criteria established

by the Company considering the essential components of

internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued

by the Institute of Chartered Accountants of India. These

responsibilities include the design, implementation and

maintenance of adequate internal fi nancial controls that

were operating effectively for ensuring the orderly and

effi cient conduct of its business, including adherence to

the Company’s policies, the safeguarding of its assets,

the prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records,

and the timely preparation of reliable fi nancial information,

as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s

internal fi nancial controls over fi nancial reporting based

on our audit. We conducted our audit in accordance with

the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting (the “Guidance Note”) and the

Standards on Auditing as specifi ed under section 143(10)

of the Companies Act, 2013, to the extent applicable to

an audit of internal fi nancial controls and, both issued

by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply

with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether adequate

internal fi nancial controls over fi nancial reporting was

established and maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal fi nancial

controls system over fi nancial reporting and their operating

effectiveness. Our audit of internal fi nancial controls over

fi nancial reporting included obtaining an understanding of

internal fi nancial controls over fi nancial reporting, assessing

the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures

selected depend on the auditor’s judgement, including the

assessment of the risks of material misstatement of the

fi nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is

suffi cient and appropriate to provide a basis for our audit

opinion on the internal fi nancial controls system over

fi nancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal fi nancial control over fi nancial

reporting is a process designed to provide reasonable

assurance regarding the reliability of fi nancial reporting

and the preparation of fi nancial statements for external

purposes in accordance with generally accepted

accounting principles. A company’s internal fi nancial

control over fi nancial reporting includes those policies and

procedures that (1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly refl ect the

transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of fi nancial

statements in accordance with generally accepted

accounting principles, and that receipts and expenditures

of the company are being made only in accordance

with authorisations of management and directors of the

company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition,

use, or disposition of the company’s assets that could have

a material effect on the fi nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal fi nancial

controls over fi nancial reporting, including the possibility

of collusion or improper management override of controls,

material misstatements due to error or fraud may occur

and not be detected. Also, projections of any evaluation

of the internal fi nancial controls over fi nancial reporting

to future periods are subject to the risk that the internal

fi nancial control over fi nancial reporting may become

ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF SAMVARDHANA MOTHERSON INTERNATIONAL LIMTED

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Samvardhana Motherson International Limited 65

inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may

deteriorate.

Opinion

In our opinion, the Company has, in all material respects,

an adequate internal fi nancial controls system over

fi nancial reporting and such internal fi nancial controls over

fi nancial reporting were operating effectively as at March

31, 2018, based on the internal control over fi nancial

reporting criteria established by the Company considering

the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Co. LLPChartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Pankaj ChadhaPartnerMembership Number: 091813

Place of Signature: AmsterdamDate: May 24, 2018

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66 Annual Report 2017-18

Auditor’s Additional ReportThe Board of the Directors

Samvardhana Motherson International LimitedPlot No 1, Sector 127, Noida-Greater Expressway,

Noida - 201301, Uttar Pradesh

1. This report is issued in accordance with the requirements of Master Direction - Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016 (the “Directions”).

2. We have audited the accompanying fi nancial statements of Samvardhana Motherson International Limited (hereinafter referred to as the “Company”) comprising Balance Sheet as at March 31, 2018 and the related Statement of Profi t and Loss and Cash Flow Statement for the year ended on that date, on which we have issued our report dated May 24, 2018.

Management’s Responsibility for the Standalone Financial Statements

3. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as amended) specifi ed under section 133 of the Act, read with the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal fi nancial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

4. The Management is also responsible for compliance with the Reserve Bank of India (Act, 1934 (“RBI Act”) and other relevant Reserve Bank of India (“RBI”) circulars, directions and guidelines applicable to Non-Banking Financial Companies, as amended from time to time, and for providing all the required information to RBI.

Auditors’ Responsibility

5. Pursuant to the requirements of the Directions referred to in paragraph 1 above it is our responsibility to examine the audited books and records of the

Company for the year ended March 31, 2018 and report on the matters specifi ed in the Directions to the extent applicable to the Company.

6. We conducted our examination of the accompanying Statement in accordance with the Guidance Note on Reports and Certifi cates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India. Our scope of work did not include verifi cation of compliance with other requirements of the other circulars, directions and notifi cations issued by regulatory authorities from time to time and any other laws and regulations applicable to the Company..

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services Engagements.

Opinion

8. Based on our examination of the audited books and records of the Company for the year ended March 31, 2018 as produced for our examination and the information and explanations given to us we report that:

8.1 The Company is engaged in the business of non-banking fi nancial institution and has obtained a certifi cate of registration (CoR) N-13.02168 dated March 7, 2017 (earlier certifi cate no. N-14.03309 dated September 11, 2014) from the Bank’s Department of Non-Banking Supervision, Mumbai Regional Offi ce;

8.2 The Company is entitled to continue to hold such CoR in terms of its fi nancial asset as on March 31, 2018;

8.3 The Company is a Core Investment Company and according to para 2(2) (ii) of Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016 (“CIC Directions”), the provisions of section 45-IA (1) (b) of the RBI Act shall not apply to a non-banking fi nancial company being a Systemically Important Core Investment Company as defi ned in the clause (xxiv) of paragraph 3 of CIC Directions, subject to the condition that it meets the capital requirements and leverage ratio as specifi ed in CIC Directions. The Company has met the capital requirements and leverage ratio as on March 31, 2018, as specifi ed in CIC Directions;

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Samvardhana Motherson International Limited 67

8.4 The Board of Directors of the Company has passed a resolution in its meeting held on June

22, 2015 for non-acceptance of public deposits

and the Company has not accepted any

public deposits during the year ended March

31, 2018;

8.5 The Company has complied with the prudential

norms relating to income recognition, accounting

standards, asset classifi cation and provisioning

for bad and doubtful debts as applicable to it

in terms of Non-Banking Financial Company

- Systemically Important Non-Deposit taking

Company and Deposit taking Company (Reserve

Bank) Directions, 2016 (“NBFC SI Directions”);

and

8.6 The quarterly statement of capital funds, risk

assets / exposures and risk asset ratio (NBS –

7) has been furnished to the Bank on July 15,

2017, October 13, 2017, January 13, 2018 and

April 13, 2018 respectively for each quarter

for the year ended March 31, 2018, within

the stipulated period based on the unaudited

books of account. Para 6 – “Requirement as

to capital adequacy” of NBFC SI Directions is

not applicable to the Company. Accordingly,

the question of commenting on whether

the Company had correctly arrived at and

disclosed the capital adequacy ratio (CRAR),

based on the audited/unaudited books of

account, in the return submitted to the Bank in

Form NBS – 7 and such ratio is in compliance

with the minimum CRAR prescribed by the Bank

does not arise.

Restriction on Use

9. Our obligations in respect of this report are entirely separate from, and our responsibility and liability is in no way changed by, any other role we may have (or may have had) as auditors of the Company or otherwise. Nothing said in this report, nor anything said or done in the course of or in connection with the services that are the subject of this report, will extend any duty of care we may have in our capacity as auditors of any fi nancial statements of the Company.

10. This report is addressed to the Board of Directors of the Company solely for the purpose of use by the management of the Company for submission to RBI as prescribed by the Directions mentioned in paragraph 1 above and is not to be used by any other person or for any other purpose or to be distributed to any other parties. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. This report relates only to the items specifi ed above and does not extend to any fi nancial statements of the Company taken as a whole.

For S.R. Batliboi & Co. LLPChartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Pankaj ChadhaPartnerMembership Number: 091813

Place of Signature: AmsterdamDate: May 24, 2018

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68 Annual Report 2017-18

(All amounts in INR million, unless otherwise stated)

Particulars Notes As atMarch 31, 2018

As atMarch 31, 2017

Equity and liabilities Shareholders' funds

Share capital 3 4,736 4,736 Reserves and surplus 4 9,936 3,061

14,672 7,797 Non-current liabilities

Long-term borrowings 5 - 6,080 Other non-current liabilities 6 - 654 Long-term provisions 7 609 3,217

609 9,951 Current liabilities

Short-term borrowings 8 1,350 1,790 Trade payables 9

Total outstanding dues of micro enterprises and small enterprises

- -

Total outstanding dues of creditors other than micro enterprises and small enterprises

19 10

Other current liabilities 10 5,124 3,546 Short-term provisions 11 28 11

6,521 5,357 Total 21,802 23,105 Assets Non- current assets

Fixed assetsProperty, Plant and Equipment 12 67 5 Capital work in progress * - 0

Non-current investments 13 19,107 20,616 Long-term loans and advances 14 1,886 1,980 Other non-current assets 15 14 4

21,074 22,605 Current assets

Trade receivables 16 31 20 Cash and bank balances 17 410 299 Short-term loans and advances 18 226 163 Other current assets 19 61 18

728 500 Total 21,802 23,105 Summary of signifi cant accounting policies 2

*Amount is below the rounding off norm adopted by the Company

Balance Sheet as at March 31, 2018

The accompanying notes are an integral part of the fi nancial statements.

This is the Balance Sheet referred to in our report of even date

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Ashok Tandon Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 00032733 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Amsterdam Place: NoidaDate : May 24, 2018 Date : May 24, 2018

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Samvardhana Motherson International Limited 69

The accompanying notes are an integral part of the fi nancial statements.

This is the Statement of Profi t & Loss referred to in our report of even date

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Ashok Tandon Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 00032733 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Amsterdam Place: NoidaDate : May 24, 2018 Date : May 24, 2018

Statement of Profi t and Loss for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Particulars Notes For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

Revenue

Revenue from operations 20 1,675 372

Other income 21 10,663 173

Total revenue 12,338 545

Expenses

Employee benefi ts expense 22 210 144

Other expenses 23 1,899 520

Total expenses 2,109 664

Profi t/(loss) before fi nance cost, depreciation and tax 10,229 (119)

Finance cost 24 929 1,101

Profi t/(loss) for the year before depreciation and tax 9,300 (1,220)

Depreciation 25 8 2

Profi t/(loss) before tax 9,292 (1,222)

Tax expense

- Current tax 1,152 -

- Income tax relating to earlier years (37) -

Profi t/(loss) for the year 8,177 (1,222)

Earnings per equity share 26

Nominal value per share : INR 10 (previous year : INR 10)

Basic : INR per share 17.27 (2.58)

Diluted : INR per share 17.27 (2.58)

Summary of Signifi cant Accounting Policies 2

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70 Annual Report 2017-18

(All amounts in INR million, unless otherwise stated)

Particulars For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

A. Cash fl ows from operating activities:

Profi t/(loss) before tax (PBT) 9,292 (1,222)

Adjustments to reconcile PBT to net cash fl ows:

Depreciation 8 2

Interest expense 245 69

Premium on redemption of debentures 599 972

Discount on issue of commercial paper 85 55

Loss on sale of investments & loans 4,117 -

Contingency provision for standard assets 4 -

Unrealised foreign exchange (gain)/loss (1) 3

Interest income (60) (240)

Dividend income (1,554) (68)

Gain on sale of non-current investments (10,405) (97)

Provisions written back to the extent no longer required (176) (15)

Gain on sale of mutual fund investments (79) (6)

Provisions written back with respect to investments and loans sold (2,448) -

Provision for diminution in non-current investments* - 0

Mark to market gain on derivatives transaction - (53)

Provision for doubtful advances - 336

Operating loss before working capital changes (373) (264)

Movement in working capital :

- (Increase)/ decrease in trade receivables (11) 11

- (Increase)/ decrease in loans and advances and other assets (2,613) 39

- Increase in trade payables 9 2

- Increase in other liabilities and provisions 17 12

Cash (used in) operations (2,971) (200)

- Dividend received 1,554 68

- Interest received on loans 2 231

Cash (used in) / fl ow from operating activities (1,415) 99

Direct taxes (paid) / refund received (net) (1,154) 2

Net cash (used in) / fl ow from operating activities (A) (2,569) 101

B. Cash fl ows from investing activities:

Purchase of property, plant and equipment (including CWIP) (70) (1)

Proceeds from sale of non-current investments and loans (net of direct cost)

14,382 121

(Purchase)/ sale of current investments (mutual funds) (net) 79 1,026

Investments in subsidiaries and joint ventures (3,860) (1,440)

Realisation from derivative transactions - 205

Net cash fl ow from / (used) in investing activities (B) 10,531 (89)

Cash Flow Statement for the year ended March 31, 2018

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Samvardhana Motherson International Limited 71

(All amounts in INR million, unless otherwise stated)

Particulars For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

C. Cash fl ows from fi nancing activities:

Interest paid (271) (97)

Premium on redemption of debentures paid (438) (987)

Proceeds from short term borrowings 6,265 3,496

Proceeds from long term borrowings 900 3,280

Repayment of short term borrowings (6,790) (3,550)

Repayment of long term borrowings (6,180) (2,500)

Dividend paid (1,089) -

Dividend tax paid (213) -

Net cash used in fi nancing activities (C) (7,816) (358)

Net increase/(decrease) in cash & cash equivalents (A+B+C) 146 (346)

Cash and cash equivalents as at beginning of the year 264 610

Cash and cash equivalents as at end of the year 410 264

Component of cash and cash equivalents :

Cash on hand * 0 0

Balance with banks in current accounts 410 264

Cash and cash equivalent (refer note 17) 410 264

Summary of signifi cant accounting policies 2

* Amount is below the rounding off norm adopted by the Company

Notes

1. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 on “Cash Flow Statement”.

The accompanying notes are an integral part of the fi nancial statements

This is the Cash Flow Statement referred to in our report of even date

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Ashok Tandon Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 00032733 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Amsterdam Place: NoidaDate : May 24, 2018 Date : May 24, 2018

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Page 74: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

72 Annual Report 2017-18

1. Corporate Information

Samvardhana Motherson International Limited (“SAMIL” or “the Company”), is incorporated in India on December 9, 2004 to act as a holding company to hold/ make investments in Group companies which are primarily engaged in business in the automotive sector. The Company was promoted by Mr. V.C. Sehgal, promoter of the Samvardhana Motherson Group. The Company is a public limited company domiciled in India and its non-convertible debentures are listed on the Bombay Stock Exchange.

The Company holds the Certifi cate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certifi cate No. N-13.02168 dated March 07, 2017 (earlier Certifi cate No. N-14.03309 dated September11, 2014) issued by the Reserve Bank of India (“RBI”) under Core Investment Companies (Reserve Bank) Directions, 2016 (“CIC Directions”). By virtue of the above registration, the provisions of section 45-IA (1)(b) of the Reserve Bank of India Act, 1934 (“RBI Act”) shall not apply to the Company being a Systemically Important Core Investment Company subject to the condition that it meets the capital requirements and leverage ratio as specifi ed in CIC Directions.

RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the fi nancial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for discharge of liability by the Company, (b) Neither is there any provision in law to keep, nor does the Company keep any part of the deposits with the Reserve Bank and by issuing the Certifi cate of Registration to the Company, the Reserve Bank neither accepts nor guarantee for the payment of the public funds to any person/body corporate.

2. Summary of Signifi cant Accounting Policies

2.1 Basis of Preparation

These fi nancial statements have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) under the historical cost convention on accrual basis to comply in all material aspects with the accounting standards notifi ed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the Companies (Accounting Standards) Rules, 2006 (as amended). Further, the Company follows the directions issued by the RBI for CICs and Non-Banking Financial Companies (“NBFCs”) as applicable.

The accounting policies adopted in the preparation of fi nancial statements are consistent with those of previous year.

All assets and liabilities have been classifi ed as current or non-current as per the Company’s operating cycle and other criteria set out in the Schedule III (Division I) to the Companies Act, 2013 read with NBFC Master Directions, 2016 as aforesaid. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classifi cation of assets and liabilities.

2.2 Use of Estimates

The preparation of fi nancial statements in conformity of Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, for the year and at the end of the reporting period. The estimates and assumptions used in the accompanying fi nancial statements are based upon management’s evaluation of relevant facts and circumstances as at the date of the fi nancial statements. Uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

2.3 Property, Plant and Equipment

Property, Plant and Equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Subsequent expenditures related to an item of Property, Plant and Equipment are added to its book value only if they increase the future benefi ts from the existing asset beyond its previously assessed standard of performance.

Losses arising from the derecognition and gains or losses arising from disposal of Property, Plant and Equipment which are carried at cost are recognised in the statement of profi t and loss.

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Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 73

Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets, as follows:

Assets Useful Lives (years)Leasehold improvements Over the period of lease

Offi ce Equipment 5 years

Computers 3 years

Furniture & Fixtures 6 years*

* Useful life of these assets are lower than the life prescribed under Schedule II to the Companies Act, 2013 and those has been determined based on an assessment performed by the management of expected usage of these assets. The assets residual values and useful lives are reviewed and adjusted if appropriate, at the end of each reporting period.

2.4 Impairment of Assets

Assessment is done at each reporting date as to whether there is any indication that the tangible assets may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. In assessing value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects current market assessments of the time value of money and the risks specifi c to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identifi ed, an appropriate valuation model is used. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets. The smallest identifi able group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows from other assets or groups of assets, is considered as a cash generating unit (CGU). An asset or CGU whose carrying amount exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each reporting date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. If such indication exists, an impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the carrying amount, net of depreciation, that would have been determined if no impairment loss had previously been recognised. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. Such reversal is recognized in the statement of profi t and loss.

2.5 Investments

On initial recognition, all investments are carried at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Investments which are readily realisable and are intended to be held for not more than one year from the date on which such investments are made, are classifi ed as current investments. All other investments are classifi ed as non-current investments. Current investments are carried at cost or fair value, whichever is lower.

Current investments are carried in the fi nancial statements at lower of cost and fair value determined on an individual investment basis. Non-current investments are carried at cost. However, a provision for diminution is made to recognise a decline, other than temporary, in the value of non-current investments. Such reduction is being determined and made for each investment individually. As per CIC Master Directions 2016, these provisions are separately disclosed in the balance sheet under “Long-term provisions”.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profi t and loss.

2.6 Foreign Currency Translation

Initial Recognition

On initial recognition, all foreign currency transactions are recorded in reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent Recognition

As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

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Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

74 Annual Report 2017-18

All monetary assets and liabilities in foreign currency are restated at the end of the reporting period using the exchange rate prevailing at the reporting date.

Exchange differences on restatement of all other monetary items are recognised in the statement of profi t and loss.

Derivative Instruments

The premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing asset/liability, is amortised as expense or income over the life of the contract. Exchange differences on such a contract are recognised in the Statement of Profi t and Loss in the reporting period in which the exchange rates change. Any profi t or loss arising on cancellation or renewal of such a forward exchange contract are recognised as income or as expense for the period.

Derivatives other than those which are accounted for under AS 11 are initially recognized at fair value on date a derivative contract in entered into and are subsequently re-measured to their fair value at the end of each reporting period.

2.7 Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefi ts will fl ow to the company and the revenue can be reliably measured. The Company’s principal sources of income are dividends from its investments, interest income and income from rendering of services to its Group companies.

i. Dividend income is recognized when the Company’s right to receive payment is established by the reporting date and is included under the head “Revenue from operations” in the statement of profi t and loss.

ii. Interest income is recognized on a time proportion basis taking into account the principal outstanding and the rate applicable except that no income is recognized on non-performing assets as per the prudential norms for income recognition issued by the RBI for NBFC (CIC). Interest income on such assets is recognized on receipt basis.

iii. Income from support service fees for rendering of services to Group companies is recognized on accrual basis and indirect taxes as applicable.

2.8 Employee Benefi ts

Provident Fund

Contribution towards provident fund for certain employees is made to the regulatory authorities, where the Company has no further obligations. Such benefi ts are classifi ed as defi ned contribution schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis. The Company recognizes contribution payable to the provident fund scheme as expenditure in the statement of profi t and loss, when an employee renders the related service.

Gratuity

The Company provides for gratuity, a defi ned benefi t plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company funds the benefi ts through annual contributions to Life Insurance Corporation of India (LIC) under its Group’s Gratuity Scheme. The Company’s liability is on the basis of actuarial valuation (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognized in the Statement of Profi t and Loss in the year in which they arise.

Compensated Absences

Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year end are treated as short term employee benefi ts. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefi ts. The Company’s liability are actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the statement of profi t and loss in the year in which they arise.

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Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 75

2.9 Operating Leases

As a Lessee

Leases in which a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as operating leases. Payments made under operating leases are recognised as an expense to the statement of profi t and loss on a straight-line basis over the period of the lease.

2.10 Current and Deferred Taxes

Tax expense for the period, comprising current tax and deferred tax, is included in the determination of the net profi t or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India.

Deferred tax is recognised for all timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a virtual certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. In situations, where the Company has unabsorbed depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that they can be realised against future taxable profi ts. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profi t and loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specifi ed period, i.e., the period for which MAT credit is allowed to be carried forward.

2.11 Borrowing Costs

(i) Borrowing costs including loan processing fees are charged to statement of profi t and loss in the year in which they are incurred.

(ii) Premium on redemption of debentures has been amortized over the repayment period.

(iii) In respect of commercial paper issued by the Company, the difference between the redemption value and acquisition cost of commercial paper is amortised over the tenure of the instrument. The liability as at the balance sheet date in respect of such instruments is recognised at face value net of unamortised discount.

(iv) Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur

2.12 Provisions and Contingent Liabilities

Provisions

A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to refl ect the current best estimates.

Impairment on Loans

Provision in respect of non-performing loans are made based on management’s assessment of degree of impairment of the loans and estimates of recoverability / realisation of the loans, subject to minimum provisioning level prescribed in accordance with prudential norms of RBI.

A standard provision is also made by the Company, 0.40% on the standard assets outstanding and disclose under “Short-term provisions” in note 11 of the fi nancial statement as required by CIC Directions.

Book 1.indb 75Book 1.indb 75 22-09-2018 15:59:1222-09-2018 15:59:12

Page 78: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

76 Annual Report 2017-18

Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outfl ow of resources will be required to settle or a reliable estimate of the amount cannot be made. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the fi nancial statements.

2.13 Cash and Cash Equivalents

Cash and cash equivalents for the purposes of cash fl ow statement comprise cash in hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less.

2.14 Earnings per Share (EPS)

Basic earnings per share are calculated by dividing the net profi t or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profi t/ (loss) for the period. The weighted average number of equity shares outstanding during the period and for all years presented is adjusted for events, such as bonus shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profi t or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3. Share capital

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Authorised shares

900,000,000 (March 31, 2017 : 900,000,000) Equity shares of INR 10/- each

9,000 9,000

Issued, subscribed and fully paid-up shares

473,613,855 (March 31, 2017 : 473,613,855) Equity shares of INR 10/- each

4,736 4,736

Total issued, subscribed and fully paid-up share capital 4,736 4,736

i) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares As at March 31, 2018 As at March 31, 2017

Number Amount Number Amount

Balance as at the beginning of the year 473,613,855 4,736 473,613,855 4,736

Balance as at the end of the year 473,613,855 4,736 473,613,855 4,736

ii) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of INR 10/- per share. Each holder of equity share is entitled to one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend, if proposed by the Board of Directors, is subject to the approval of the shareholders in the Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

Book 1.indb 76Book 1.indb 76 22-09-2018 15:59:1222-09-2018 15:59:12

Page 79: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 77

iii) Details of shareholders holding more than 5% shares in the company

Name of equity shareholders As at March 31, 2018 As at March 31, 2017

No. of shares % of holding No. of shares % of holding

Equity shares of INR 10 each fully paid up

Shri Sehgals Trustee Company Private Limited (as trustee of Sehgal Family Trust)

121,590,869 25.67% 121,590,869 25.67%

Vivek Chaand Sehgal 100,527,391 21.23% 100,527,391 21.23%

Renu Alka Sehgal - 0.00% 109,825,286 23.19%

Renu Alka Sehgal (as trustee of Renu Sehgal Trust)

109,825,286 23.19% - 0.00%

Radha Rani Holdings Pte Limited 66,780,000 14.10% 66,780,000 14.10%

Sojitz Corporation 30,612,843 6.46% 30,612,843 6.46%

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding benefi cial interest, the above shareholding represents both legal and benefi cial ownerships of shares

iv) No shares have been issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus shares and bought back in the last fi ve years immediately preceding the current reporting period.

4. Reserves and surplus

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Capital reserve on amalgamation 2,402 2,402

Securities premium account 3,263 3,263

Surplus/(defi cit) in the statement of profi t and loss

Balance as at the beginning of the year (2,604) (1,382)

Profi t/ (Loss) for the year 8,177 (1,222)

Less: Appropriations

Transfer to reserve fund (refer note 47) (1,635) -

Interim dividend (1,089) -

Taxes on interim dividend (213) -

Balance as at the end of the year 2,636 (2,604)

Reserve fund

Balance as at beginning of the year - -

Add: amount transferred from surplus balance in the statement of profi t and loss (refer note 47)

1,635 -

Balance as at the end of the year 1,635 -

Total reserves and surplus 9,936 3,061

i) During the current year, the Company has declared and paid an interim dividend on equity shares @ INR 2.3 per equity share.

Book 1.indb 77Book 1.indb 77 22-09-2018 15:59:1222-09-2018 15:59:12

Page 80: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

78 Annual Report 2017-18

5. Long term borrowings

Particulars Non-current portion Current maturities

As at March 31, 2018

As at March 31, 2017

As at March 31, 2018

As at March 31, 2017

Secured

Debenture:

0% redeemable non-convertible debentures [refer note (i-a) below]

- 4,000 4,000 3,200

Term loan from other than bank [refer note (i-b) below]

- 1,747 - -

Unsecured

Term loan from other than bank [refer note (ii) below]

- 333 - -

Less: amount disclosed under “other current liabilities” (refer note 10)

- - (4,000) (3,200)

Total - 6,080 - -

i) Nature of security and terms of repayment for secured borrowings :

Nature of security Terms of repayment

(a) Debenture

Nil (March 31, 2017 : 200), 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR 2,000 million allotted on March 9, 2016 have been secured by pledge of Nil (March 31, 2017: 12,200,000) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 1.75 times to be maintained.

200 NCDs redeemed in single instalment in August 2017. Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually.

Nil (March 31, 2017 : 120), 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR 1,200 million allotted on September 1, 2016 have been secured by pledge of Nil (March 31, 2017: 7,300,000) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 1.68 times to be maintained.

120 NCDs redeemed in single instalment in November 2017. Redemption on 9.25% premium over face value calculated on the basis of 9.25% YTM compounding annually.

200 (March 31, 2017 : 200), 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR 2,000 million allotted on November 19, 2015 have been secured by pledge of 14,600,000 (March 31, 2017: 13,500,000) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

Redemption on 9.9822% premium over face value calculated on the basis of 9.9822% YTM compounding annually. NCDs are due for redemption in December 2018.

200 (March 31, 2017 : 200), 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR 2,000 million allotted on December 3, 2015 have been secured by pledge of 14,600,000 (March 31, 2017: 12,8000,000) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually. NCDs are due for redemption in January 2019.

Book 1.indb 78Book 1.indb 78 22-09-2018 15:59:1222-09-2018 15:59:12

Page 81: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 79

Nature of security Terms of repayment

(b) Term loan from other than bank

Loan from a fi nance company amounting to INR Nil (March 31, 2017: INR 1747 million) has been secured by pledge of Nil (March 31, 2017: 11,400,000) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 2 times to be maintained.

Repayment of the loan was due in a single installment in June 2018. However, the Company has prepaid in January 2018, carried interest rate @ 8.9% p.a.

ii) Terms of repayment for unsecured borrowings :

Borrowings Terms of repayment

Loan from a fi nance company amounting to INR Nil (March 31, 2017: INR 333 million).

Repayment of the loan was due in a single installment in May 2018. However, the Company has prepaid in January 2018, carried interest rate @ 9.1% p.a.

6. Other non-current liabilities

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Premium on redemption of debentures [refer note 42 (ii)] - 597

Interest accrued but not due on borrowings - 57

Total - 654

7. Long-term provisions

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Provision for employee benefi ts

Provision for compensated absences 14 10

Provision for gratuity (refer note 22) 32 20

Other provision

Provision for diminution in the value of non-current investments [refer note (i) below]

538 1,673

Provision for sub-standard assets [refer note (ii) below] - 1,326

Provision for loss assets [refer note (iii) below] 25 188

Total 609 3,217

i) Provision for Diminution in respect of the Company’s Investment in :

(a) Samvardhana Motherson Finance Services Cyprus Limited 512 512

(b) Motherson Sintermetal Technology Limited - 631

(c) Tigers Connect Travel Systems & Solutions Limited - 55

(d) Samvardhana Motherson Refrigeration Product Limited - 204

(e) Motherson Consultancies Service Limited 26 26

(f) Magneti Marelli Motherson Shock Absorbers India Private Limited - 98

(g) Motherson Advanced Tooling Solutions Limited - 147

Total 538 1,673

Book 1.indb 79Book 1.indb 79 22-09-2018 15:59:1222-09-2018 15:59:12

Page 82: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

80 Annual Report 2017-18

Movement of provision for diminution other than temporary, in the value of investment:

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Balance at the beginning of the year 1,673 1,673

Add : Provisions made during the year * - 0

Less : Provision written back to the extent no longer required 153 -

Less : Provision written back in respect of investments sold during the year (refer note 23 and 43)

982 -

Balance at the end of the year 538 1,673

Classifi ed as non-current 538 1,673

Classifi ed as current - -

Total 538 1,673

ii) Provision for sub-standard assets

Subsidiaries:

Motherson Sintermetal Technology Limited - 1,326

Total - 1,326

Movement of provision for sub-standard assets :

Balance at the beginning of the year 1,326 1,012

Add : Provisions made during the year - 314

Less : Provision written back in respect of loans sold during the year (refer note 23 and 43)

1,326 -

Balance at the end of the year - 1,326

Classifi ed as non-current - 1,326

Classifi ed as current - -

Total - 1,326

iii) Provision for loss assets

Subsidiaries:

Samvardhana Motherson Refrigeration Products Limited - 140

Motherson Consultancies Service Limited 25 48

Total 25 188

Movement of provision for loss assets :

Balance at the beginning of the year 188 181

Add : Provisions made during the year - 22

Less : Provision written back in respect of loans received back during the year

23 15

Less : Provision written back in respect of loans sold during the year (refer note 23 and 43)

140 -

Balance at the end of the year 25 188

Classifi ed as non-current 25 188

Classifi ed as current - -

Total 25 188

* Amount is below the rounding off norm adopted by the company

Book 1.indb 80Book 1.indb 80 22-09-2018 15:59:1222-09-2018 15:59:12

Page 83: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 81

8. Short-term borrowings

Particulars As atMarch 31, 2018

As atMarch 31, 2017

SecuredLoan from other than bank [refer (i) below] 1,350 400

Unsecured Commercial papers [refer (ii) below] - 1,390

Total 1,350 1,790

i) Nature of security and terms of repayment of secured borrowings:

Nature of security Terms of repayment Loan from a fi nance company amounting to INR Nil (March 31, 2017 : INR 400 million) has been secured by pledge of 29,500 (March 31,2017: 2,600,000) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 2 times to be maintained.

Repayment was due in a single installment in February 2018. However, the Company has prepaid in January 2018, carried interest rate @ 8.3% p.a.

Loan from a fi nance company amounting to INR 1,350 million (March 31, 2017 : INR Nil) has been secured by pledge of 9,600,000 (March 31,2017: Nil) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 2 times to be maintained.

Repayable in November 2018, carrying interest rate @ 7.8% which is payable on maturity.

ii) Terms of repayment of unsecured borrowings:

Borrowings Terms of repaymentCommercial paper amounting to INR Nil (March 31, 2017: INR 1,390 million)

Repaid on maturity during the year. Applicable discount rate was in range from 6.67 % to 7.6%.

9. Trade payables

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Total outstanding dues of micro enterprises and small enterprises - -

Total outstanding dues of creditors other than micro enterprises and small enterprises

19 10

Total 19 10

Note: The information as required to be disclosed under the Micro, Small and Medium Enterprise Development Act, 2006 (“MSME Act”) has been determined to the extent such parties have been identifi ed on the basis of information available with the Company. As at March 31, 2018, no amounts have fallen due for payment to suppliers who have been registered under the MSME Act.

10. Other current liabilities

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Current maturities of long-term borrowings (refer note 5) 4,000 3,200

Premium on redemption of debentures [refer note 42 (ii)] 1,040 282

Interest accrued but not due on borrowings 35 4

Employee benefi ts payable 13 23

Statutory dues payable 9 18

Other liabilities 27 19

Total 5,124 3,546

Book 1.indb 81Book 1.indb 81 22-09-2018 15:59:1222-09-2018 15:59:12

Page 84: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

82 Annual Report 2017-18

11. Short-term provisions

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Provision for employee benefi ts

Provision for gratuity (refer note 22) 7 -

Provision for compensated absences 12 7

Other provision

Contingent provision on standard assets [refer (i) below] 9 4

Total 28 11

i) Contingency provision represents 0.40% ( March 31, 2017 : 0.35%) of the outstanding standard loans, which is in compliance with RBI notifi cation no. DNBR (PD) 008/03.10.119/2016-17 dated September 01, 2016

Movement of contingent provision on standard assets:

Balance at the beginning of the year 4 4

Add : Provisions made during the year 5 -

Balance at the end of the year 9 4

12. Property, Plant and Equipment

i) Current year

Particulars

Gross block Depreciation Net block

April 01, 2017

Additions Disposals March 31, 2018

April 01, 2017

Depreciation for the year

Disposals March 31, 2018

March 31, 2018

Computers 5 2 - 7 3 1 - 4 3

Offi ce equipment 2 28 - 30 2 3 - 5 25

Leasehold improvements 7 37 - 44 4 4 - 8 36

Furniture & fi xtures * - 3 - 3 - 0 - 0 3

Total 14 70 - 84 9 8 - 17 67

ii) Previous year

Particulars

Gross block Depreciation Net block

April 01, 2016

Additions Disposals March 31, 2017

April 01, 2016

Depreciation for the year

Disposals March 31, 2017

March 31, 2017

Computers * 4 1 0 5 2 1 0 3 2

Offi ce equipment * 2 0 - 2 2 0 - 2 0

Leasehold Improvements 7 - - 7 2 1 1 4 3

Total 13 1 0 14 6 2 1 9 5

* Amount is below the rounding off norm adopted by the Company

13. Non-current investments

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Trade investments (valued at cost)

a) Quoted : Equity shares

Investment in joint ventures :

Motherson Sumi Systems Limited [refer note 5, 8, 27 and 40 (ii)] [refer note (i) below]703,833,769 (March 31, 2017 : 488,549,846) Equity shares of INR 1/- each fully paid up

11,107 11,564

Total (A) 11,107 11,564

Book 1.indb 82Book 1.indb 82 22-09-2018 15:59:1222-09-2018 15:59:12

Page 85: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 83

Particulars As atMarch 31, 2018

As atMarch 31, 2017

b) Unquoted : Equity shares

Investment in subsidiary companies:

Samvardhana Motherson Finance Services Cyprus Limited (refer note 7) 997 997

46,168 (March 31, 2017 : 46,168) Equity shares of USD 1/- fully paid up

Samvardhana Motherson Holding (M) Pvt. Limited 66 66

1,325,714 (March 31, 2017 : 1,325,714) Fully paid up ordinary shares of no par value

Samvardhana Motherson Refrigeration Product Ltd. (refer note 7) [refer note (ii & xii) below]

- 12

Nil (March 31, 2017 : 3,999,900) Equity shares of INR 10/- each fully paid up

Motherson Machinery and Automations Limited [refer note (xii) below] - 5

Nil (March 31, 2017 : 500,000) Equity shares of INR 10/- each fully paid up

Nachi Motherson Tool Technology Limited [refer note (iii) below] - 19

Nil (March 31, 2017 : 1,850,000) Equity shares of INR 10/- each fully paid up

Motherson Molds and Diecasting Limited 35 35

3,468,000 (March 31, 2017 : 3,468,000) Equity shares of INR 10/- each fully paid up

SAKS Ancillaries Limited [refer note (xii) below] - 29

Nil (March 31, 2017 : 1,452,690) Equity shares of INR 10/- each fully paid up

Motherson Advanced Tooling Solutions Limited (refer note 7) [refer note (xii) below]

- 200

Nil (March 31, 2017 : 20,000,000) Equity shares of INR 10/- each fully paid up

Tigers Connect Travel Systems & Solutions Limited (refer note 7) [refer note (iv) below]

3,610 10

280,286,269 (March 31, 2017 : 1,000,000) Equity shares of INR 10/- each fully paid up

Motherson Auto Solutions Limited [refer note (xii) below] - 1,920

Nil (March 31, 2017 : 191,960,000) Equity shares of INR 10/- each fully paid up

MothersonSumi Infotech & Designs Limited 102 102

6,962,446 (March 31, 2017 : 6,962,446) Equity shares of INR 10/- each fully paid up

Motherson Consultancies Service Limited (refer note 7) 26 26

2,600,000 (March 31, 2017 : 2,600,000) Equity shares of INR 10/- each fully paid up

Motherson Techno Tools Limited [refer note (xii) below] - 1,426

Nil (March 31, 2017 : 2009,863) Equity shares of INR 10/- each fully paid up

Motherson Sintermetal Technology Limited (refer note 7) [refer note (v) below]

- 278

Nil (March 31, 2017 : 27,801,026) Equity shares of INR 10/- each fully paid up

Book 1.indb 83Book 1.indb 83 22-09-2018 15:59:1222-09-2018 15:59:12

Page 86: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

84 Annual Report 2017-18

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Samvardhana Motherson Auto Component Private Limited 90 90

8,999,990 (March 31, 2017 : 8,999,990) Equity shares of INR 10/- each fully paid up

Samvardhana Motherson Auto System Private Limited [refer note (xii) below]

- 10

Nil (March 31, 2017 : 1,009,990) Equity shares of INR 10/- each fully paid up

Motherson Invenzen Xlab Private Limited* 0 0

10,410 (March 31, 2017 : 10,410) Equity shares of INR 10/- each fully paid up

Samvardhana Motherson Adsys Tech Limited [refer note (vi) below] 46 -

4,550,000 (March 31, 2017 : Nil) Equity shares of INR 10/- each fully paid up

MS Global India Automotive Private Limited [refer note (vii) below] 100 -

70,000,000 (March 31, 2017 : Nil) Equity shares of INR 10/- each fully paid up

* Amount is below the rounding off norm adopted by the Company

Investment in joint venture companies:

AES (India) Engineering Limited [refer note (xii) below] - 2

Nil (March 31, 2017 : 208,000) Equity shares of INR 10/- each fully paid up

Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly known as Spheros Motherson Thermal System Limited)

30 30

2,989,000 (March 31, 2017 : 2,989,000) Equity shares of INR 10/- each fully paid up

Matsui Technologies India Limited 20 20

1,999,999 (March 31, 2017 : 1,999,999) Equity shares of INR 10/- each fully paid up

Anest Iwata Motherson Coating Equipment Limited 1 1

98,000 (March 31, 2017 : 98,000) Equity shares of INR 10/- each fully paid up

Nachi Motherson Precision Private Limited [refer note (viii) below] - 64

Nil (March 31, 2017 : 6,370,000) Equity shares of INR 10/- each fully paid up

Samvardhana Motherson Polymers Limited 369 369

1,845,830 (March 31, 2017 : 1,845,830) Equity shares of INR 10/- each fully paid up

Anest Iwata Motherson Private Limited 182 182

21,315,000 (March 31, 2017 : 21,315,000) Equity shares of INR 10/- each fully paid up

Motherson Bergstrom HVAC Solutions Private Limited 65 65

6,500,000 (March 31, 2017 : 6,500,000) Equity shares of INR 10/- each fully paid up

Fritzmeier Motherson Cabin Engineering Private Limited 275 275

25,000,000 (March 31, 2017 : 25,000,000) Equity shares of INR 10/- each fully paid up

Nissin Advanced Coating Indo Co. Private Limited [refer note (xii) below]

- 69

Nil (March 31, 2017 : 6,860,000) Equity shares of INR 10/- each fully paid up

Book 1.indb 84Book 1.indb 84 22-09-2018 15:59:1222-09-2018 15:59:12

Page 87: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 85

Particulars As atMarch 31, 2018

As atMarch 31, 2017

CTM India Limited 71 71

1,181,040 (March 31, 2017 : 1,181,040) Equity shares of INR 10/- each fully paid up

Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd. [refer note (ix) below] (refer note 7)

567 517

113,450,000 (March 31, 2017 : 108,450,000) Equity shares of INR 10/- each fully paid up

Magneti Marelli Motherson India Holding B.V. [refer note (x) below] 201 193

1,057,037 (March 31, 2017 : 1,020,000) Equity B shares of Euro 1/- each fully paid up

Youngshin Motherson Auto Tech Limited [refer note (xi) below] 55 -

5,500,000 (March 31, 2017 : Nil) Equity shares of INR 10/- each fully paid up

Investment in other companies:

Systematic Conscom Limited 1 1

2,500 (March 31, 2017 : 2,500) Equity shares of INR 10/- each fully paid up

ETECHACES Marketing & Advertising Private Limited 50 50

455 (March 31, 2017 : 455) Equity shares of INR 10/- each fully paid up

Total (B) 6,959 7,134

c) Unquoted : Preference shares

Investment in subsidiary companies:

Samvardhana Motherson Holding (M) Pvt. Limited 243 243

3,555,175 (March 31, 2017 : 3,555,175) Fully paid up redeemable preference shares of no par value

Samvardhana Motherson Refrigeration Product Ltd. (refer note 7) [refer note (xii) below]

- 192

Nil (March 31, 2017 : 19,200,000) 7% Optionally convertible cumulative redeemable preference shares of INR 10/- each fully paid up

Motherson Advanced Tooling Solutions Limited [refer note (xii) below] - 332

Nil (March 31, 2017 : 33,200,000) 7% Optionally convertible cumulative redeemable preference shares of INR 10/- each fully paid up

Tigers Connect Travel Systems & Solutions Limited (refer note 7) 45 45

4,500,000 (March 31, 2017 : 4,500,000) 7% Optionally convertible cumulative redeemable preference shares of INR 10/- each fully paid up

Motherson Invenzen Xlab Private Limited 50 50

4,990,000 (March 31, 2017 : 4,990,000) 3% Optionally convertible redeemable preference shares of INR 10/- each fully paid up

Motherson Sintermetal Technology Limited (refer note 7) [refer note (xii) below]

- 353

Nil (March 31, 2017 : 35,320,000) 2% Optionally convertible redeemable preference shares of INR 10/- each fully paid up

Book 1.indb 85Book 1.indb 85 22-09-2018 15:59:1322-09-2018 15:59:13

Page 88: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

86 Annual Report 2017-18

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Investment in joint venture companies:

Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly known as Spheros Motherson Thermal System Limited)

9 9

931,000 (March 31, 2017 : 931,000) 5% Optionally convertible non-Cumulative redeemable preference shares of INR 10/- each fully paid up

Magneti Marelli Motherson Auto System Private Limited 560 560

56,000,000 (March 31, 2017 : 56,000,000) 0% Compulsorily convertible non-cumulative preference shares of INR 10/- each fully paid up

Investment in Other Companies:

ETECHACES Marketing & Advertising Private Limited 130 130

1000 (March 31, 2017 : 1000) Compulsorily convertible D series preference shares of INR 100/- each fully paid up

GC WEB VENTURES PVT. LTD. 4 4

86 (March 31, 2017 : 86) C2 Preference shares of INR 250/- each fully paid up

Total (C) 1,041 1,918

Total (A+B+C) 19,107 20,616

Aggregate amount of quoted investments 11,107 11,564

Market Value of quoted investments 218,857 181,692

Aggregate amount of unquoted investments 8,000 9,052

Aggregate provision for diminution in value of investments (refer note 7) 538 1,673

i) During the year, the Company received 244,274,923 (March 31, 2017 : Nil) equity shares of INR 1/- each as bonus shares in proportion of one equity share for every two equity shares of Motherson Sumi Systems Limited. Further the Company sold 28,991,000 (March 31, 2017 : Nil) equity shares of Motherson Sumi Systems Limited in open market [refer note 40 (ii)].

ii) During the year, the Company purchased 100 (March 31, 2017 : Nil) equity shares of Samvardhana Motherson Refrigeration Product Ltd. from Zanotti S P A.

iii) During the year, the Company sold 1,850,000 (March 31, 2017 : Nil) equity shares of Nachi Motherson Tool Technology Limited to Nachi-Fujikoshi Corporation [refer note 40 (i)].

iv) During the year, 279,286,269 (March 31, 2017 : Nil) equity shares of INR 10 each fully paid up of Tigers Connect Travel Systems & Solutions Limited were allotted to the Company on right’s basis.

v) During the year, the Company purchased 3,488,250 (March 31, 2017 : Nil) equity shares of Motherson Sintermetal Technology Limited from Michael Bernhard Gnann to acquire remaining stake of 11%.

vi) During the year, the Company set up a wholly owned subsidiary namely Samvardhana Motherson Adsys Tech Limited and was allotted 4,550,000 equity shares of INR 10 each fully paid up.

vii) During the year, the Company purchased 70,000,000 (March 31, 2017 : Nil) equity shares of INR 10 each fully paid up of MS Global India Automotive Private Limited (MSGI) from Myong Shin India Automotive Private Limited to acquire 100% stake in MSGI.

viii) During the year, the Company sold 6,370,000 (March 31, 2017 : Nil) equity shares of Nachi Motherson Precision Private Limited to Nachi-Fujikoshi Corporation [refer note 40 (i)].

ix) During the year, 5,000,000 (March 31, 2017 : 8,500,000) equity shares of INR 10 each fully paid up of Magneti Marelli Motherson Shock Absorbers India Pvt. Limited were allotted to the Company on right basis.

Book 1.indb 86Book 1.indb 86 22-09-2018 15:59:1322-09-2018 15:59:13

Page 89: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 87

x) During the year, 37,037 (March 31, 2017 : 20,000) equity B shares of Euro 1 each of Magneti Marelli Motherson India Holding B.V were allotted to the Company on right basis.

xi) During the year, the Company has entered into JV agreement with Youngshin Components Co. Ltd. to set up Youngshin Motherson Auto Tech Limited (50% stake) and was allotted 5,500,000 equity shares of INR 10 each fully paid up.

xii) During the year, the Company sold the shares of its subsidiaries and joint venture companies to one of its wholly owned subsidiary namely, Tigers Connect Travel Systems & Solutions Limited. The number of shares sold are given below (refer note 43) :

Name of the Company No. of equity shares No. of preference shares

Samvardhana Motherson Refrigeration Product Limited

4,000,000 19,200,000

Motherson Machinery and Automations Limited 500,000 -

SAKS Ancillaries Limited 1,492,690 -

Motherson Advanced Tooling Solutions Limited 20,000,000 33,200,000

Motherson Auto Solutions Limited 191,960,000 -

Motherson Techno Tools Limited 2,009,863 -

Motherson Sintermetal Technology Limited 31,289,276 35,320,000

Samvardhana Motherson Auto System Private Limited

1,009,990 -

AES (India) Engineering Limited 208,000 -

Nissin Advanced Coating Indo Co. Private Limited

6,860,000 -

14. Long-Term loans and advances

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good (unless otherwise stated)

As per NBFC guidelines [refer note (i) below]- standard

Loans to subsidiaries 1,743 427

Loans to joint ventures 1 18

Unsecured, considered good- Standard

Advance income tax [net of provision of INR 1,170 million (March 31, 2017 : INR 55 million)]

48 5

Loans to employees 1 1

Security deposits 43 15

Prepaid expenses 25 -

Unsecured, considered doubtful:

As per NBFC guidelines [refer note (ii) below]- sub-standard] - 1,326

Loans to subsidiaries (refer note 35)

As per NBFC guidelines [refer note (ii) below]- loss assets]

Loans to subsidiaries (refer note 35) 25 188

Total 1,886 1,980

Book 1.indb 87Book 1.indb 87 22-09-2018 15:59:1322-09-2018 15:59:13

Page 90: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

88 Annual Report 2017-18

i) As per NBFC guidelines-standard

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good

Standard assets 1,744 445

Total 1,744 445

Name of Parties As atMarch 31, 2018

As atMarch 31, 2017

Subsidiaries:

Motherson Advanced Tooling Solutions Limited 6 257

Motherson Invenzen Xlab Private Limited 105 55

Samvardhana Motherson Adsys Tech Limited 20 -

Samvardhana Auto Component Private Limited 159 115

Motherson Sintermetal Technology Limited 53 -

MS Global India Automotive Private Limited 1,400 -

Joint ventures:

Samvardhana Motherson Polymers Limited 1 -

Motherson Bergstrom HVAC Solutions Private Limited - 18

Total 1,744 445

ii) As per NBFC guidelines- sub-standard / loss assets

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered doubtful

Sub-standard assets - 1,326

Loss assets 25 188

Total 25 1,514

Name of parties As atMarch 31, 2018

As atMarch 31, 2017

Subsidiaries: sub standard assets

Motherson Sintermetal Technology Limited - 1,326

Total - 1,326

Name of parties As atMarch 31, 2018

As atMarch 31, 2017

Subsidiaries: loss assets

Samvardhana Motherson Refrigeration Product Limited - 140

Motherson Consultancies Service Limited 25 48

Total 25 188

Book 1.indb 88Book 1.indb 88 22-09-2018 15:59:1322-09-2018 15:59:13

Page 91: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 89

15. Other non-current assets

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good

Interest receivable from related parties (refer note 35) 14 4

Total 14 4

Name of Party As atMarch 31, 2018

As atMarch 31, 2017

Subsidiaries

Motherson Invenzen Xlab Pvt. Ltd 14 4

Joint ventures:

Samvardhana Motherson Polymers Limited * 0 -

Total 14 4

* Amount is below the rounding off norm adopted by the Company

16. Trade receivables

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good

Outstanding for a period exceeding six months from the date they are due for payment

- -

Others [refer note (i) below] 31 20

Total 31 20

i) Includes recoverable from 7 (March 31, 2017: 16) private companies having common directors

4 20

17. Cash and bank balances

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Cash and cash equivalents

Cash on hand * 0 0

Balance with banks in current accounts 410 264

Total (A) 410 264

Other bank balances

Deposits with maturity more than 3 months but less than 12 months [Against bank guarantee - refer note 27 (i)]

- 35

Total (B) - 35

Total (A + B) 410 299

Book 1.indb 89Book 1.indb 89 22-09-2018 15:59:1322-09-2018 15:59:13

Page 92: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

90 Annual Report 2017-18

18. Short-term loans and advances

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Loans and advances to related parties

Unsecured, considered good, unless otherwise stated:

As per NBFC guidelines [refer note (i) below]- standard]

Loans to subsidiaries (refer note 35) 170 149

Other loans and advances

Unsecured, considered good- standard

Balance with government authorities 6 2

Prepaid expenses 42 2

Loan to employees 1 1

Other advances and recoverables 7 9

Total 226 163

i) As per NBFC guidelines-standard

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good

Standard assets 170 149

Total 170 149

Name of parties As atMarch 31, 2018

As atMarch 31, 2017

Subsidiaries

Samvardhana Auto Component Private Limited 20 -

Samvardhana Motherson Holding (M) Pvt. Ltd. 150 149

Total 170 149

19. Other current assets

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good

Interest receivable from related parties (refer note 35) 61 18

Interest receivable on fi xed deposit * - 0

Total 61 18

Name of parties As atMarch 31, 2018

As atMarch 31, 2017

Subsidiaries:

Motherson Advanced Tooling Solutions Ltd. 30 -

MS Global India Automotive Private Limited 4 -

Samvardhana Motherson Holding (M) Private Limited 27 18

Total 61 18

* Amount is below the rounding off norm adopted by the Company

Book 1.indb 90Book 1.indb 90 22-09-2018 15:59:1322-09-2018 15:59:13

Page 93: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 91

20. Revenue from operations

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Consultancy income 61 64

Dividend income

- from subsidiary companies 45 18

- from joint venture companies and others 1,509 50

Interest income

- from subsidiaries and joint venture companies 59 238

- from banks 1 2

Total 1,675 372

21. Other Income

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Gain on sale of non-current investments [refer note 40 (i) and (ii)] 10,405 97

Foreign exchange fl uctuations gain (net) 1 -

Mark to market gain on derivatives transaction - 53

Gain on sale of mutual fund investments 79 6

Provisions written back to the extent no longer required 176 15

Miscellaneous income 2 2

Total 10,663 173

22. Employee Benefi ts Expense

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Salaries and bonus 170 121

[net of recoveries of INR 24 million (March 31, 2017 : INR 21 million)]

Contribution to provident & other funds [refer note (i) below] 21 13

[net of recoveries of INR 0 * million (March 31, 2017 : INR 2 million)]

Gratuity expense [refer note (ii) below] 16 9

Staff welfare expenses 3 1

Total 210 144

The details of liabilities recognised by the Company in respect of long term defi ned benefi ts and contribution schemes in accordance with Accounting Standard 15 (Revised 2005) for its employees are as under:

i) Defi ned Contribution Plans:

The Company deposits an amount determined at a fi xed percentage of basic pay every month to the State administered Provident Fund for the benefi t of employees. Accordingly, the Company’s contribution during the

Book 1.indb 91Book 1.indb 91 22-09-2018 15:59:1322-09-2018 15:59:13

Page 94: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

92 Annual Report 2017-18

year has been charged to the Statement of Profi t and Loss and disclosed under contribution to provident & other funds, as below:

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Provident fund 16 12

National pension scheme 5 3

Administration / EDLI charges * 0 0

Less : Recovered from group companies * 0 2

Total 21 13

* Amount is below the rounding off norm adopted by the Company

ii) Defi ned Benefi t Plans:

Gratuity

The Company operates a gratuity plan administered through Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme. Every employee of the Company is entitled to a benefi t equivalent to fi fteen days last drawn salary for each completed year of service in line with payment of gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefi t vest after fi ve years of continuous service.

(a) Present value of defi ned benefi t obligation

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Balance at the beginning of the year 36 36

Service cost - current 4 4

Interest cost 3 2

Addition due to transfer of employees 2 1

Actuarial loss 10 4

Benefi ts paid - (11)

Balance at the end of the year 55 36

(b) Fair value of plan assets

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Balance at the beginning of the year 16 17

Expected return on plan assets 2 1

Actuarial (loss) * (1) (0)

Contributions by the company (1) -

Benefi ts paid - (2)

Balance at the end of the year 16 16

Actual return on plan assets 1 1

Book 1.indb 92Book 1.indb 92 22-09-2018 15:59:1322-09-2018 15:59:13

Page 95: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 93

(c) Major category of plan assets as % to total plan assets

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

LIC of India 100% 100%

Total 100% 100%

Note :- In respect of Employees Gratuity Fund, composition of plan assets is not readily available from LIC of India. The expected rate of return on assets is determined based on the assessment made at the beginning of the year for the return expected on its existing portfolio, along with the estimated increment and expected yield on the plan assets.

(d) Assets and liabilities recognized in the balance sheet

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Present value of the defi ned benefi t obligations 55 36

Fair value of the plan assets 16 16

Amount recognized as liability 39 20

Recognised under -

Non-current (refer note 7) 32 20

Current (refer note 11) 7 -

* Amount in below the rounding off norm adopted by the Company

(e) Expense recognised in the statement of profi t and loss

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Service cost - current 4 4

Interest cost 3 2

Expected return on plan assets (2) (1)

Actuarial (gain) / loss 11 4

Net defi ned benefi t obligations cost 16 9

(f) Actuarial assumptions

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Discount rate 7.60% 7.20%

Future salary increases 8.00% 8.00%

Expected return on plan assets 8.00% 8.00%

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

Book 1.indb 93Book 1.indb 93 22-09-2018 15:59:1322-09-2018 15:59:13

Page 96: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

94 Annual Report 2017-18

(g) Amount recognized in current year and previous four years:

Particulars For the year ended

March 31, 2018

March 31, 2017

March 31, 2016

March 31, 2015

March 31, 2014

Gratuity Defi ned benefi t obligations 55 36 36 27 18

Plan assets 16 16 17 13 8

Defi cit /(Surplus) 39 20 19 14 10

Experience gain / (loss) adjustments on plan liabilities

(11) (2) (4) (2) (1)

Experience gain / (loss) adjustments on plan asssets *

(1) (0) 0 0 (0)

(h) Expected Contribution to the funds in the next year

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017Gratuity 10 4

* Amount is below the rounding off norm adopted by the Company

23. Other expenses [refer (i) below]

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Repair & maintenance 19 11

Rates and taxes 6 1

Legal and professional fees 46 27

Payment to auditors

- Audit fee 6 5

- Other services - 2

- Reimbursement of expenses * - 0

Director's sitting fees * 0 0

Lease rent (refer note 29) 55 48

Business promotion 26 29

Travelling expenses 40 28

Communication expenses 2 2

Insurance expenses 3 2

Foreign exchange fl uctuations loss (net) - 4

Contingency provision for standard assets 4 -

Donation expenses 4 3

Provision for diminution in non-current investments * - 0

Loss on sale of investments & loans (refer note 43) 4,117 -

Less: Provisions written back with respect to investments and loans sold

(2,448) 1,669 -

Computer and software expenses 8 5

Provision for doubtful advances - 336

Miscellaneous expenses 11 17

Total 1,899 520

Book 1.indb 94Book 1.indb 94 22-09-2018 15:59:1322-09-2018 15:59:13

Page 97: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 95

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

(i) Administrative and other expenses are net of the following recoveries (refer note 35):

Expense head

Travelling expenses 1 8

Miscellaneous expenses * 0 1

Total 1 9

24. Finance costs

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Interest expense on borrowings 245 69

Other borrowing cost

- Premium on redemption of debentures [refer note 42 (ii)] 599 972

- Discount on issue of commercial paper 85 55

- Others - 5

Total 929 1,101

25. Depreciation

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Depreciation on Property, Plant and Equipment (refer note 12) 8 2

Total 8 2

26. Earnings per equity share

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Profi t /(loss) after tax attributable to Equity Shareholders 8,177 (1,222)

Weighted average number of equity shares (Nos.) 473,613,855 473,613,855

Nominal value of share (INR) 10 10

Basic earnings / (loss) per share (INR) 17.27 (2.58)

Diluted Earnings Per Share

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic & dilutive EPS of the Company remains same.

* Amounts are below the rounding off norm adopted by the Company.

Book 1.indb 95Book 1.indb 95 22-09-2018 15:59:1322-09-2018 15:59:13

Page 98: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

96 Annual Report 2017-18

27. Contingent Liabilities

i) Guarantees issued on behalf of others :

Particulars As at March 31, 2018

As at March 31, 2017

a) Bank Guarantee from Yes Bank to Directorate of Town and Country Planning, Chennai on behalf of Motherson Auto Solutions Limited (Lien over fi xed deposit with Yes Bank of INR Nil (March 31, 2017 : INR 35 million)

- 330

Actual amount outstanding against facility INR Nil (March 31, 2017 : INR 330 million)

b) Corporate Guarantee to Ratnakar Bank on behalf of Motherson Sintermetal Technology Limited, wholly owned subsidiary.

- 381

Actual amount outstanding against facility INR Nil (March 31, 2017 : INR 309 million)

c) Corporate Guarantee to Yes Bank, New Delhi on behalf of Motherson Advanced Tooling Solutions Limited, wholly owned subsidiary.

480 480

Actual amount outstanding against facility INR 394 million (March 31, 2017 : INR 336 million)

d) Corporate Guarantee to HDFC Bank on behalf of Motherson Sintermetal Technology Limited, wholly owned subsidiary.

700 -

Actual amount outstanding against facility INR 555 million (March 31, 2017 : INR Nil)

e) Corporate Guarantee to HDFC Bank, New Delhi on behalf of Samvardhana Motherson Auto Component Private Limited, wholly owned subsidiary.

356 356

Actual amount outstanding against facility INR 266 million (March 31, 2017 : INR 206 million)

f) Corporate Guarantee of EURO 27.5 million (March 31, 2017: EURO Nil) given to Axis Bank in respect of the loan facility availed by Samvardhana Motherson Holding (M) Pvt Ltd, wholly owned subsidiary.

2,208 -

Actual amount outstanding against the facility is EURO 22 million (March 31, 2017 : EURO Nil) equivalent to INR 1,758 million (March 31, 2017 : INR Nil)

g) Corporate Guarantee of EURO Nil (March 31, 2017 : 22 million) given to ING Bank in respect of the loan facility availed by Samvardhana Motherson Holding (M) Pvt Ltd, wholly owned subsidiary. Further, Loan facility is secured by pledge of Nil (March 31, 2017 : 9,000,000) equity shares of Motherson Sumi Systems Ltd. held by the Company and charge on its assets by way of Hypothecation over current account no. 916020013180296 held with Axis Bank Limited, Sector 16, Noida Branch.

- 1,519

Actual amount outstanding against the facility is EURO Nil (March 31, 2017 : EURO 21 million) equivalent to INR Nil (March 31, 2017 : INR 1,450 million)

Book 1.indb 96Book 1.indb 96 22-09-2018 15:59:1322-09-2018 15:59:13

Page 99: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 97

Particulars As at March 31, 2018

As at March 31, 2017

h) Corporate Guarantee of EURO Nil (March 31, 2017: EURO 10.5 million) given to Standard Chartered Bank, London in respect of the loan facility availed by Motherson Sintermetal Technology BV, wholly owned subsidiary.

- 725

Actual amount outstanding against the facility is EURO Nil (March 31, 2017 : EURO 10 million) equivalent to INR Nil (March 31, 2017 : INR 691 million)

i) Corporate Guarantee of EURO 27 million (March 31, 2017 : EURO Nil) given to ING Bank NV, London in respect of the loan facility availed by Motherson Sintermetal Technology BV, wholly owned subsidiary.

2,168 -

Actual amount outstanding against the facility is EURO 15 million (March 31, 2017 : EURO Nil) equivalent to INR 1,180 million (March 31, 2017 : INR Nil)

Total 5,912 3,791

ii) Based on the observation of service tax audit performed by Central Excise Authority, Noida during the earlier year, the Company has received order from Assistant Commissioner, Service Tax for demand of service tax of INR 3 million along with interest and penalty which company has disputed. A similar order for subsequent year has also been received from Assistant Commissioner, Service Tax, for demand of INR 0.04 million. The Company has fi lled appeal with Commisioner of Appeal, Service tax where the matter is still pending.

(a) It is not practicable for the company to estimate the timings of cash outfl ow, if any, in respect of the above, pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

28. Capital and Other Commitments

i) Letter of Support

The Company has given letters of support to its Joint Venture Companies, Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd. and Samvardhana Motherson Polymer Limited (March 31, 2017 : Samvardhana Motherson Polymer Limited and Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd.) and in respect of subsidiary companies, Nil (March 31, 2017 : Samvardhana Motherson Holdings (M) Private Limited, Samvardhana Motherson Refrigeration Product Ltd., Motherson Advanced Tooling Solution Ltd., Samvardhana Motherson Finance Services Cyprus Limited, Motherson Sintermetal Technology Limited and Motherson Consultancies Services Ltd.) to enable the said companies to continue the operations.

ii) Letter of Comfort

The Company has provided letters of comfort amounting INR 150 million (March 31, 2017 : INR 951 million) on behalf of Joint Venture Companies, Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd (March 31, 2017 : Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd and Magneti Marelli Motherson Auto System Limited) and INR 660 million (March 31, 2017 : INR 192 million) on behalf of Subsidiary Companies, Motherson Auto Solutions Limited (March 31, 2017 : Motherson Sintermetal Technology Ltd.) to ensure meet their obligations in respect of fund and non fund based facilities availed by them from banks.

29. The Company has entered into cancellable operating leases for offi ce premises, equipments and vehicles which range for a period between 11 months and 9 years. Most of the leases are renewable for further period on mutually agreeable terms.

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Lease payments recognized in the statement of profi t and loss during the year

55 48

Book 1.indb 97Book 1.indb 97 22-09-2018 15:59:1322-09-2018 15:59:13

Page 100: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

98 Annual Report 2017-18

30. Earnings in foreign currency

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Consultancy income * 5 0

Interest on loan 9 9

Total 14 9

31. Expenditure in foreign currency on account of:

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Travel expenditure 7 6

Conference/ business promotion - 5

Professional charges - 7

Director’s sitting fees expenses * 0 0

Computer & software expenses 1 -

Total 8 18

32. Net dividend remitted in foreign currency

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Number of non-resident shareholders 470 -

Number of equity shares held on which dividend was due 1,108,835 -

Amount remitted (in USD) * 0 -

Amount remitted (in INR) 3 -

33. Unhedged foreign currency exposure (including derivative instruments)

Particulars As atMarch 31, 2018

As atMarch 31, 2017

i) Particulars of unhedged foreign exposure as at the reporting date:

Trade payable

EURO * INR 1 : EURO 0 INR 0 : EURO 0

JPY * - INR 0 : JPY 0

Trade receivable

EURO * INR 4 : EURO 0 INR 7 : EURO 0

USD * INR 1 : USD 0 INR 0 : USD 0

AUD * INR 0 : AUD 0 -

Loans and advances

USD INR 177 : USD 3 INR 167 : USD 3

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

ii) Mark to market losses/(gain):

Mark to market accounted for - (53)

Book 1.indb 98Book 1.indb 98 22-09-2018 15:59:1322-09-2018 15:59:13

Page 101: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 99

34 Segment reporting

Company is an investment company and holds investment, extend loans and provides consulting services to number of subsidiaries, joint ventures and other group entities which in the context of Accounting Standard 17 “Segment Reporting” constitutes a single reportable primary/ secondary segment, hence no additional disclosure is required.

* Amounts are below the rounding off norm adopted by the Company.

35. Related party disclosures:

Names of related parties and nature of relationship.

A. Relationships where control exists:

Subsidiaries:

SAKS Ancillaries Limited

Motherson Machinery and Automations Limited

Nachi Motherson Tool Technology Limited (till July 14, 2017)

Tigers Connect Travel Systems & Solutions Limited

Motherson Molds and Diecasting Limited

Samvardhana Motherson Finance Services Cyprus Limited

Samvardhana Motherson Refrigeration Product Limited

MothersonSumi Infotekk and Designs GMBH

Motherson Advanced Tooling Solutions Limited

Samvardhana Motherson Holding (M) Private Limited

Motherson Auto Solutions Limited

Motherson Sumi Infotech & Designs Limited

MSID US Inc.

Samvardhana Motherson Virtual Analysis Limited

Motherson Auto Engineering Service Limited

Motherson Consultancies Service Limited

Motherson Sintermetal Technology Limited

Motherson Sintermetal Technology BV

Motherson Sintermetal Products SA

MothersonSumi Infotech and Designs SG Pte. Limited

MothersonSumi Infotech and Designs KK

Samvardhana Motherson Auto System Private Limited

Samvardhana Motherson Auto Component Private Limited

Motherson Techno Tools Limited

Motherson TechnoTools Mideast (FZE)

Motherson Invenzen Xlab Private Limited

Samvardhana Motherson Adsys Tech Limited

MS Global India Automotive Private Limited (w.e.f January 02, 2018)

B. Other related partiesi) Joint Ventures:

Motherson Sumi Systems Limited (MSSL) and its subsidiaries

Anest Iwata Motherson Coating Equipment Private Limited

Anest Iwata Motherson Private Limited

AES (India) Engineering Limited

Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly Spheros Motherson Thermal System Limited)

Matsui Technologies India Limited

Fritzmeier Motherson Cabin Engineering Private Limited

Nissin Advanced Coating Indo Co. Private Limited

Motherson Bergstrom HVAC Solutions Private Limited

Magneti Marelli Motherson Auto System Private Limited

Magneti Marelli Motherson Holding India B.V.

Book 1.indb 99Book 1.indb 99 22-09-2018 15:59:1322-09-2018 15:59:13

Page 102: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

100 Annual Report 2017-18

Magneti Marelli Motherson Shock Absorbers India Private Limited

CTM India Limited

Nachi Motherson Precision Private Limited (till July 14, 2017)

Samvardhana Motherson Global Holdings Limited (SMGHL) and its subsidiaries

Samvardhana Motherson Polymers Limited

Youngshin Motherson Auto Tech Limited

ii) Associates:

Motherson Air Travel Agencies Limited (till December 31, 2016)

iii) Companies in which Key Managerial Personnel or their relatives have control/ signifi cant infl uence:

Radha Rani Holdings Pte Limited

Motherson Auto Limited

Motherson Lease Solution Limited

Spirited Auto Cars (I) Limited

Systematic Conscom Limited

Samvardhana Employees Welfare Trust

Shri Sehgals Trustee Company Private Limited

Sehgal Family Trust

Advance Technologies and Automotive Resources Pte. Limited

Field Motors Private Limited

JSRR Holdings (M) Private Limited

Ganpati Auto Industries (Partnership Firm)

Southcity Motors Private Limited

Vaaman Auto Industry (Partnership Firm)

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sisbro Motor and Workshop Private Limited

Motherson (Partnership Firm)

Nirvana Niche Products Private Limited (Formerly known as Nirvana Agro Products Private Limited)

Motherson Innovative Technologies and Research

ATAR Mauritius Private Limited

MAS Middle East Limited (FZE)

Edcol Global Pte. Limited

Nirvana Foods GmbH

A Basic Concepts Design Pty. Limited

SCCL Infra Projects Limited

Samvardhana Motherson Global FZE, Dubai

SCCL Global Project (FZE)

Advantedge Technology Partners Private Limited

Advantedge Incubators Private Limited

Swarn Lata Motherson Trust

Motherson Air Travel Agencies Limited (w.e.f. January 01, 2017)

Swarn Lata Motherson Dhenu Sewarth Trust

Motherson Air Travel Agency GmbH

Calsonic Kansei Motherson Auto Products Private Limited

Global Environment Management (FZE)

iv) Joint Venturers

Sojitz Corporation

Zanotti Spa

Magneti Marelli S.p.A.

F Holding GmbH

Nissin Electric Co. Limited

Book 1.indb 100Book 1.indb 100 22-09-2018 15:59:1322-09-2018 15:59:13

Page 103: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 101

Anest Iwata Corporation

Nachi Fujikoshi Corporation (till July 14, 2017)

Matsui Manufacturing Company Limited

AES Global Pte. Limited

Valeo Thermal Commercial Vehicle Germany GmbH (Formerly known as Spheros GmbH)

Michael Bernhard Gnann

Sumitomo Electric Hardmetal Corp.

Bergstrom Inc., USA

Soami Saran Saini

Prashant Dalmia

Amit Kumar Upadhyay

Ravi Shankar Prasad

Mohit Joshi

Amit Varshney

Youngshin Components Co. Limited

v) Key Managerial Personnel

a) Board of Directors

Mr. Vivek Chaand Sehgal*

Mr. Laksh Vaaman Sehgal*

Mr. Ashok Tandon, whole time Director

Mr. Bimal Dhar

Mr. Hiroshi Morimoto

Mr. Vivek Avasthi

Ms. Geeta Soni

Ms. Nilu Mehra

Mr. Dhruv Mehra, whole time Director

Ms. Madhu Bhaskar

Mr. Ramesh Dhar

Mr. Hideo Hatada

Mr. Yasuhiro Kawamura (Alternate director to Mr. Hideo Hatada)

*Person exercising signifi cant infl uence over the Company

b) Other KMP

Ms. Pooja Mehra, Company Secretary

vi) Relatives of Key Managerial Personnel

Ms. Geeta Soni (Sister of Mr. Vivek Chaand Sehgal)

Ms. Nilu Mehra (Sister of Mr. Vivek Chaand Sehgal)

Ms. Vidhi Sehgal (Daughter of Mr. Vivek Chaand Sehgal)

Ms. Renu Alka Sehgal (Wife of Mr. Vivek Chaand Sehgal)

Ms. Samriddhi Sehgal (Daughter in Law of Mr. Vivek Chaand Sehgal)

Master Siddh Vaasav Sehgal (Son of Mr. Laksh Vaaman Sehgal)

Master Ganan Yuvaan Sehgal (Son of Mr. Laksh Vaaman Sehgal)

vii) Subsidiary of Company’s Holding Company

NIL

viii) Director (Other than Independent Director) or KMP of the Holding Company or his relative

NIL

Book 1.indb 101Book 1.indb 101 22-09-2018 15:59:1322-09-2018 15:59:13

Page 104: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

102 Annual Report 2017-18

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Book 1.indb 102Book 1.indb 102 22-09-2018 15:59:1322-09-2018 15:59:13

Page 105: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 103

Disclosure of Related Parties with whom transactions exceeds 10% of the total related party transactions of the same type.

S. No.

Particulars Relation (Refer Note)

Current year

Previous year

1 Dividend received fromCTM India Limited 35 (B) (i) 24 19 Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly Spheros Motherson Thermal System Limited)

35 (B) (i) 6 14

Motherson Techno Tools Limited 35 (A) 23 8 Motherson Sumi Systems Limited 35 (B) (i) 1,466 -

2 Consultancy income fromMotherson Sumi Systems Limited 35 (B) (i) 26 18 Motherson Auto Solution Limited 35 (A) 10 33 MothersonSumi Infotech & Designs Limited 35 (A) 7 7

3 Investments made inMotheson Auto Solution Limited 35 (A) - 1,195 Tigers Connect Travel Systems & Solutions Limited 35 (A) 3,600 -

4 Investments sold toMotherson Auto Limited 35 (B) (iii) - 24 Tigers Connect Travel Systems & Solutions Limited 35 (A) 2,500 -

5 Investments purchased fromMichael Bernhard Gnann * 35 (B) (iv) 0 - Samvardhana Motherson Finance Services Cyprus Limited * 35 (A) - 0

6 Preference share converted into equity shareAnest Iwata Motherson Private Limited 35 (B) (i) - 10

7 Loan given during the year toMotherson Auto Solution Limited 35 (A) - 308 Motherson Sintermetal Technology Limited 35 (A) 1,063 230 Samvardhana Motherson Auto Component Private Limited 35 (A) 63 116 Motherson Advanced Tooling Solutions Limited 35 (A) 1,421 153 MS Global India Automotive Private Limited 35 (A) 1,400 -

8 Loan received back during the year fromMotherson Advanced Tooling Solutions Limited 35 (A) 1,403 104 Motherson Sintermetal Technology Limited 35 (A) 65 122 Motherson Auto Solutions Limited 35 (A) - 412 MothersonSumi Infotech & Designs Limited 35 (A) - 271

9 Loan sold during the year toTigers Connect Travel Systems & Solutions Limited 35 (A) 972 -

10 Reimbursement of expensesReceived from:Samvardhana Motherson Automotive Systems Group B.V. (subsidiary of SMGHL)

35 (B) (i) - 7

Samvardhana Motherson Adsys Tech Limited 35 (A) 8 - Motherson Sumi Systems Limited 35 (B) (i) 15 25

11 Reimbursement of expensesPayment made to:MSSL Japan (subsidiary of MSSL) 35 (B) (i) 5 - MSSL GmbH (subsidiary of MSSL) 35 (B) (i) - 5 Motherson Auto Limited 35 (B) (iii) 3 17 Motherson Air Travel Agencies Limited * 35 (B) (iii) 4 0

12 Remuneration/ sitting fees of directors and KMPRamesh Dhar 35 (B) (v) (a) & (b) - 13 Ashok Tandon 35 (B) (v) (a) & (b) 15 11 Dhruv Mehra 35 (B) (v) (a) & (b) 10 8 Pooja Mehra 35 (B) (v) (a) & (b) 4 4

13 Interest incomeMotherson Sintermetal Technology Limited 35 (A) - 155 MothersonSumi INfotech & Designs Limited 35 (A) - 27 Samvardhana Motherson Holding (M) Private Limited 35 (A) 9 9 Motherson Invenzen Xlab Private Limited 35 (A) 10 4 Motherson Advanced Tooling Solutions Limited 35 (A) 33 -

Book 1.indb 103Book 1.indb 103 22-09-2018 15:59:1322-09-2018 15:59:13

Page 106: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

104 Annual Report 2017-18

S. No.

Particulars Relation (Refer Note)

Current year

Previous year

14 Provision for doubtful advance written back (related to)Motherson Sintermetal Technology Limited 35 (A) 1,326 - Motherson Consultancies Service Limited 35 (A) 24 15

15 Other expenses:Professional charges:SMR Automotive Mirrors Stuttgart GmbH (subsidiary of SMGHL)

35 (B) (i) - 7

Ramesh Dhar 35 (B) (v) (a) & (b) 5 - Motherson Auto Limited 35 (B) (iii) 12 8 Travelling expensesMotherson Air Travel Agencies Limited 35 (B) (iii) 33 28 Computer expenses MothersonSumi Infotech & Designs Limited 35 (A) 6 3 Motherson Sumi Systems Limited 35 (B) (i) - 1 Vehicle repair & maintenanceSpirited Auto Cars India Limited * 35 (B) (iii) 0 0 RentMotherson Air Travel Agencies Limited 35 (B) (iii) 4 6 Motherson Auto Limited 35 (B) (iii) 20 15 Repair & maintenanceMotherson Auto Limited 35 (B) (iii) 9 5 Motherson Air Travel Agencies Limited 35 (B) (iii) 1 - Lease rentMotherson Lease Solution Limited 35 (B) (iii) 31 28 Provision for diminution in non-current investmentsSamvardhana Motherson Refrigeration Product Limited * 35 (A) - 0 Provision for doubtful advancesMotherson Sintermetal Technology Limited 35 (A) - 314

16 Provision for diminution in long term investments written backSamvardhana Motherson Refrigeration Product Limited * 35 (A) 205 0 Motherson Advanced Tooling Solutions Limited 35 (A) 147 - Motherson Sintermetal Technology Limited 35 (A) 631 -

17 Guarantee given during the yearMotherson Sintermetal Technology Limited 35 (A) 700 381 Samvardhana Motherson Holding (M) Private Limited 35 (A) 2,208 - Motherson Auto Solutions Limited 35 (A) - 330 Motherson Sintermetal Technology BV 35 (A) 2,569 725

18 Guarantee relinquished during the yearMotherson Auto Solutions Limited 35 (A) 330 757 Motherson Sintermetal Products, S.A. 35 (A) - 829 Samvardhana Motherson Holding (M) Private Limited 35 (A) 1,519 - Motherson Sintermetal Technology BV 35 (A) 1,126 - Motherson Sintermetal Technology Limited 35 (A) 381 -

19 Purchase of fi xed assetsSystematic Conscom Limited 35 (B) (iii) 33 - MothersonSumi Infotech & Designs Limited 35 (A) 26 1

20 Security deposit given during the yearMotherson Auto Limited 35 (B) (iii) 25 - Motherson Lease Solution Limited 35 (B) (iii) 3 2

21 Security deposit received back during the year Motherson Lease Solution Limited 35 (B) (iii) - 1

22 Dividend paidVivek Chaand Sehgal 35 (B) (v) (a) & (b) 231 - Renu Alka Sehgal 35 (B) (v) (a) & (b) 253 - Shri Sehgals Trustee Company Private Limited 35 (B) (iii) 280 - Radha Rani Holdings Pte Limited 35 (B) (iii) 154 -

Book 1.indb 104Book 1.indb 104 22-09-2018 15:59:1322-09-2018 15:59:13

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Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 105

S. No.

Particulars Relation (Refer Note)

Current year

Previous year

Balances as at year end:1 Letter of comfort

Motherson Sintermetal Technology Limited 35 (A) - 192 Magneti Marelli Motherson Shock Absorbers India Private Limited

35 (B) (i) 150 150

Magneti Marelli Motherson Auto System Private Limited 35 (B) (i) - 801 Motherson Auto Solutions Limited 35 (A) 660 -

2 Security depositMotherson Auto Limited 35 (B) (iii) 30 4 Motherson Lease Solution Limited 35 (B) (iii) 13 10

3 Trade receivablesMothersonSumi Infotech & Designs Limited * 35 (A) 0 8 Samvardhana Motherson Adsys Tech Limited 35 (A) 7 - SMP Deutschland GmbH * (subsidiary of SMGHL) 35 (B) (i) 3 0 SMR Automotive Systems India Limited (subsidiary of SMGHL) 35 (B) (i) 3 - Samvardhana Motherson Automotive Systems Group B.V.* (subsidiary of SMGHL)

35 (B) (i) 0 7

Motherson Sumi Systems Limited 35 (B) (i) 10 4 4 Trade payables

MothersonSumi Infotech & Designs Limited 35 (A) 4 1 Motherson Air Travel Agencies Limited 35 (B) (iii) 1 1 SMR Automotive Systems India Limited (subsidiary of SMGHL) 35 (B) (i) 2 - Motherson Auto Limited 35 (B) (iii) 4 3 Motherson Lease Solution Limited* 35 (B) (iii) 0 2

5 Other liabilitiesMagnetti Marelli Motherson Auto System Private Limited * 35 (B) (i) - 0 Samvardhana Motherson Auto System Private Limited 35 (A) - 1

6 Loans givenMS Global India Automotive Private Limited 35 (A) 1,400 - Motherson Advanced Tooling Solutions Limited 35 (A) 6 257 Motherson Sintermetal Technology Limited 35 (A) 53 1,326

7 Interest receivableSamvardhana Motherson Holding (M) Private Limited 35 (A) 27 18 Motherson Advanced Tooling Solutions Limited 35 (A) 30 - Motherson Invenzen Xlab Private Limited 35 (A) 14 4

8 Guarantee outstandingMotherson Sintermetal Technology Limited 35 (A) 700 381 Samvardhana Motherson Holding (M) Private Limited 35 (A) 2,208 1,519 Motherson Sintermetal Technology BV 35 (A) 2,168 725 Motherson Advanced Tooling Solutions Limited 35 (A) 480 480

9 Employee benefi ts payableRamesh Dhar 35 (B) (v) (a) & (b) - 6

10 Provision for diminution in long term investmentsSamvardhana Motherson Finance Services Cyprus Limited 35 (A) 512 512 Motherson Sintermetal Technology Limited 35 (A) - 631 Samvardhana Motherson Refrigeration Product Limited 35 (A) - 204

11 Provision for doubtful advancesMotherson Consultancies Service Limited 35 (A) 25 48 Samvardhana Motherson Refrigeration Product Limited 35 (A) - 1,326

12 Prepaid lease rentMotherson Auto Limited 35 (B) (iii) 23 - Motherson Lease Solution Limited 35 (B) (iii) 41 -

13 Other recoverableMotherson Sumi Systems Limited 35 (B) (i) 6 1 Magneti Marelli Motherson Auto System Private Limited 35 (B) (i) 1 1

* Amount is below the rounding off norm adopted by the Company

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Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

106 Annual Report 2017-18

36. Interest in Joint Ventures:

Particulars Country ofIncorporation

As atMarch 31, 2018

As at March 31, 2017

Motherson Sumi Systems Limited (Consolidated) [refer note 40 (ii)]

India 33.43% 34.81%

Anest Iwata Motherson Coating Equipment Limited India 49.00% 49.00%

Anest Iwata Motherson Private Limited (Consolidated) India 49.00% 49.00%

AES (India) Engineering Limited (refer note 43) India - 26.00%

Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly known as Spheros Motherson Thermal System Limited)

India 49.00% 49.00%

Matsui Technologies India Limited India 50.00% 50.00%

Fritzmeier Motherson Cabin Engineering Private Limited India 50.00% 50.00%

Nissin Advanced Coating Indo Co. Private Limited (refer note 43)

India - 49.00%

Magneti Marelli Motherson India Holding B.V. Netherlands 50.00% 50.00%

Magneti Marelli Motherson Auto System Private Limited India 50.00% 50.00%

Nachi Motherson Precision Private Limited [refer note 40 (i)]

India - 49.00%

CTM India Limited India 41.00% 41.00%

Samvardhana Motherson Global Holdings Limited (Consolidated)

Cyprus 49.00% 49.00%

Samvardhana Motherson Polymers Limited (Consolidated) India 49.00% 49.00%

Magneti Marelli Motherson Shock Absorbers India Pvt. Limited

India 50.00% 50.00%

Motherson Bergstrom HVAC Solutions Private Limited India 50.00% 50.00%

The following amounts represent the share of assets and liabilities and revenue and expenses of the joint ventures being jointly controlled entities:

Particulars As at March 31, 2018

As at March 31, 2017

Assets

Non Current Assets

Fixed Assets Tangible 81,695 66,335

Intangible 18,685 16,383

Capital Work in Progress 22,622 17,905

Intangible assets under development 59 1

Non Current Investments 3,441 1,196

Deferred Tax Assets (Net) 4,474 3,604

Long Term Loans and Advances 2,314 3,296

Other Non Current Assets 10,360 7,434

Current Assets Current Investments * 0 0

Inventories 63,110 43,595

Trade Receivable 41,030 35,359

Cash and Bank Balances 22,179 40,589

Short Term Loans and Advances 10,194 9,241

Other Current Assets 1,014 784

Book 1.indb 106Book 1.indb 106 22-09-2018 15:59:1422-09-2018 15:59:14

Page 109: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 107

Particulars As at March 31, 2018

As at March 31, 2017

Liabilities Long Term Borrowings 64,463 78,163

Deferred Tax Liability (Net) 3,095 2,499

Other Long Term Liabilities 7,136 2,571

Long Term Provisions 2,704 2,168

Current Liabilities Short Term Borrowings 13,149 4,166

Trade Payables 76,829 64,472

Other Current Liabilities 32,133 27,027

Short Term Provisions 3,355 2,898

Reserves and Surplus Revenue Revenue from Operations 446,263 371,818

Other Income 996 2,419

Expenditure 423,764 353,511

Profi t before tax 23,495 20,726

Provision for tax 6,946 6,828

Profi t after tax 16,549 13,898

Contingent Liabilities Excise matters 17 23

Sales tax matters 27 76

Service tax matters 12 16

Claims made by workmen 42 25

Income tax matters 158 84

Unfi lled export commitment under EPCG scheme 112 124

Bank Guarantees 247 330

Others 1,264 502

Capital Commitment 8,308 2,242

* Amounts are below the rounding off norm adopted by the company.

37. Deferred tax assets

The Company has not recognised deferred tax assets on timing differences related to depreciation on fi xed assets, carry forward losses and provision for employee benefi ts at the end of the year as there is no virtual certainty supported by convincing evidence that suffi cient future taxable income will be available against which such deferred tax asset can be realised.

38. The Company has framed Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Act and Rules made there under. In view of losses during the three immediately preceding fi nancial years, the Company is not required to spend any amounts on CSR Activities for the year ended March 31, 2018.

39. The Company has appointed independent consultants for conducting a Transfer Pricing Study for the current year to determine whether the transactions with associate enterprises were undertaken at “arms length basis”. Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confi rms that all transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. The Transfer Pricing Study for year ended March 31, 2017 has been obtained and there were no signifi cant adverse comments requiring adjustments in these accounts.

40. (i) During the year, the Company sold its investments in Nachi Motherson Precision Private Limited (Joint Venture - 49%) and Nachi Motherson Tool Technology Limited (Subsidiary - 74%) for consideration of INR 108 million and INR 77 million respectively to Nachi-Fujikoshi Corp., Japan (co-venture partner). The sale of these investments resulted in gain of INR 103 million which has been disclosed as “Gain on sale of non-current investments” under the head “Other income” in the statement of profi t and loss.

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Page 110: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

108 Annual Report 2017-18

(ii) Further, the Company sold a part of its investment (28,991,000 equity shares) in Motherson Sumi Systems Limited in the open market through recognised stock exchange at a net consideration of INR 10,765 million. The sale of shares has resulted in a gain of INR 10,302 million (net of direct cost) which has been disclosed as “Gain on sale of non- current investments” under the head “Other income” in the statement of profi t and loss.

41. The Company has established a trust namely Samvardhana Employees Welfare Trust (‘the Trust’) for welfare of the employees of the Company and its affi liate companies and for the purpose of establishing, instituting, administrating, managing, implementing and all other matters incidental to the employee stock option plans and/or any other Share Issue Scheme, by whatever name called, introduced or offered by the Company from time to time.

The Company had introduced an employee share purchase program in 2006-07, towards which 6.0 million equity shares of INR 10/- each fully paid up were allotted to the Trust at par during the year 2006-07, 2.85 million shares of INR 10/- each fully paid up were allotted during the year 2009-10 at a premium of INR 11/- each, 5.2 million shares of INR 10/- each fully paid up were allotted during the year 2011-12 at a premium of INR 42.1 per share. The shares are allotted to the trust and in turn allotted by the Trust to the employees at the value determined by an independent valuer and hence there is no expense required to be recognized in the Statement of Profi t and Loss of the Company. The Trust has transferred Nil (March 31, 2017: 87,801) number of shares of INR Nil (March 31, 2017: INR 24 million) to the employees of the Company during the year ended March 31, 2018.

42. (i) The Company has outstanding Redeemable Non-Convertible Debentures (“NCDs”) amounting to INR 4,000 million (March 31, 2017 : INR 7,200 million). During the year, the Company has redeemed debentures amounting to INR 3,200 million along with redemption premium. The Company is registered with the RBI under Section 45-IA of the RBI Act, 1934 as a Core-investment Company (“CIC”), a class of NBFCs, which are regulated by the RBI in terms of the CIC Directions. In accordance of the aforesaid provisions, the Company is not required to and has therefore not created Debenture Redemption Reserve.

(ii) During the year, the premium on above mentioned NCDs amounting to INR 599 million (March 31, 2017: INR 972 million) has been booked on proportionate basis as “Premium on redemption of debentures” under the head “Finance costs” in the statement of profi t and loss. The outstanding amount of premium payable on maturity of these NCDs has been disclosed as “Premium on redemption of debentures” under the heads “Other non-current liabilities” amounting to INR Nil (March 31, 2017 : INR 597 million) and “Other current liabilities” amounting to INR 1,040 million (March 31, 2017 : INR 282 million).

43. During the year, the Company sold its investments and loans in 8 subsidiaries and 2 joint ventures identifi ed as having non-OEM business to one of its wholly owned subsidiary namely Tigers Connect Travel Systems and Solutions Limited vide an agreement dated March 21, 2018. These investments and loans had a carrying value of INR 4,828 million and INR 2,725 million respectively and a provision of INR 982 million and INR 1,466 million respectively was already created in earlier years towards these investment and loans. These shares and loans have been sold at a net consideration of INR 3,436 million (net of direct cost of INR 36 million) and has resulted in a loss of INR 1,669 million (net of reversal of provisions of INR 2,448 million) which has been disclosed as “Loss on sale of investment and loans” under the head “Other expenses” in the statement of profi t and loss.

44. Core Investment Company (CIC) Compliance

The Company, being CIC company, is exempt from the provisions of section 45-IA(1)(b) of the RBI Act, subject to the condition that it meets the capital requirements and leverage ratio as specifi ed in CIC Directions.

Ratios

S. No.

Particulars As atMarch 31, 2018

As atMarch 31, 2017

(i) Investments and Loans to Group companies as a proportion of Net Assets (%)

98.09% 98.95%

(ii) Investments in equity shares and compulsorily convertible instruments of Group companies as a proportion of Net Assets (%)

84.41% 81.77%

(iii) Capital Adequacy Ratio (%) [Adjusted Net Worth/Risk Weighted Assets] 489.76% 344.27%

(iv) Leverage Ratio(Times) [Outside Liabilities /Adjusted Net worth] 0.10 0.20

45. Schedule to the Balance Sheet of Systemically Important Core Investment Company as required in terms of paragraph 19(5) of CIC Directions.

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Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 109

I) Exposure to Real Estate Sector

Category As atMarch 31, 2018

As atMarch 31, 2017

a) Direct Exposure

i) Residential Mortgages - NIL NIL

Lending secured by mortgages on residential property that it is or will be occupied by the borrower or that is rented

- Individual housing loans up to INR 1.5 million NIL NIL

- Individual housing loans above INR 1.5 million NIL NIL

ii) Commercial Real Estate - NIL NIL

Lending secured by mortgages on commercial real estates (offi ce buildings, retail space, multipurpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc. Exposure would also include Non-Fund Based (NFB) limits

iii) Investment in Mortgage Backed Securities (MBS) and other securitized exposure –

a. Residential NIL NIL

b. Commercial Real Estate NIL NIL

b) Indirect Exposure

Fund based and Non-Fund Based exposures on National Housing Bank (NHB) and Housing Finance Companies (HFCs)

NIL NIL

II) Asset Liability Management

Maturity Pattern of certain items of assets and liabilities outstanding as at the year end

As at March 31, 2018 As at March 31, 2017

Particulars Liabilities Assets (net of provision) Liabilities Assets (net of provision)

Borrowing from Banks

Market Borrowing

Advances Investments Borrowing from Banks

Market Borrowing

Advances Investments

1 day to 30/31 days (one month)

- - 8 - - - 1 -

Over one month to 2 months *

- - 4 - - 1,390 0 -

Over 2 month to 3 months

- - 34 - - - 2 -

Over 3 month to 6 months *

- - 18 - - 2,000 0 -

Over 6 month to 1 years

- 5,350 223 - - 1,600 184 -

Over 1 years to 3 years

- - 1,832 - - 6,080 449 -

Over 3 years to 5 years

- - 13 - - - 15 -

Over 5 years - - 30 18,569 - - - 18,943

Total - 5,350 2,162 18,569 - 11,070 651 18,943

* Amount is below the rounding off norm adopted by the Company

Book 1.indb 109Book 1.indb 109 22-09-2018 15:59:1422-09-2018 15:59:14

Page 112: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

110 Annual Report 2017-18

46. Schedule to the Balance Sheet of Systemically Important Core Investment Company as required in terms of paragraph 21 of CIC Directions.

Liabilities Side:

I) Loans and Advances availed by Core Investment Company inclusive of Interest accrued thereon but not paid as at the year end:

Particulars As at March 31, 2018 As at March 31, 2017

Amount Outstanding

Amount Overdue

Amount Outstanding

Amount Overdue

a) Debentures:

(other than those falling within the meaning of Public Deposit)

i) Secured 4,000 - 7,200 -

ii) Unsecured - - - -

b) Deferred Credits - - - -

c) Term Loans - - - -

d) Inter-corporate loans and borrowing - - - -

e) Commercial Paper - - 1,390 -

f) Other Loans

i) Loan from Finance Companies 1,385 - 2,480 -

Assets Side:

II) Break-up of Loans and Advances including bills receivables [other than those included in (IV)] below as at the year end:

Particulars Amount Outstanding (Gross)

As atMarch 31, 2018

As atMarch 31, 2017

a) Secured - -

b) Unsecured 1,939 2,108

III) Break up of Leased Assets and stock on hire and other assets counting towards AFC activities

Particulars Amount Outstanding

As atMarch 31, 2018

As atMarch 31, 2017

(i) Lease assets including lease rentals under sundry debtors:

a) Finance Lease - -

b) Operating Lease - -

(ii) Stock on hire including hire charges under sundry debtors:

a) Assets on hire - -

b) Repossessed Assets

(iii) Other loans counting towards AFC activities:

a) Loans where assets have been repossessed - -

b) Loans other than (a) above - -

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Page 113: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 111

IV) Break up of investments

Particulars Amount Outstanding (Gross)

As atMarch 31, 2018

As atMarch 31, 2017

Current Investments:

1. Quoted:

(i) Shares:

a) Equity - -

b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of mutual funds - -

(iv) Government Securities - -

(v) Others - -

2. Unquoted:

(i) Shares:

a) Equity - -

b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of mutual funds - -

(iv) Government Securities - -

(v) Others - -

Long Term Investments:

1. Quoted:

(i) Shares:

a) Equity 11,107 11,564

b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of mutual funds - -

(iv) Government Securities - -

(v) Others - -

2. Unquoted:

(i) Shares:

a) Equity 6,959 7,134

b) Preference 1,041 1,918

(ii) Debentures and Bonds - -

(iii) Units of mutual funds - -

(iv) Government Securities - -

(v) Others - -

V) Borrower group-wise classifi cation of assets fi nanced as in (ii) and (iii) above:

Category

As at March 31, 2018 As at March 31, 2017Amount (net of provisions) Amount (net of provisions)

Secured Unsecured Total Secured Unsecured Total1. Related Parties

a) Subsidiaries - 1,913 1,913 - 576 576

b) Companies in the same group - 1 1 - 18 18

c) Other related parties - - - - - -

2. Other than related parties - - - - - -

Total - 1,914 1,914 594 594

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Page 114: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the Standalone fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

112 Annual Report 2017-18

VI) Investor group-wise classifi cation of all investments (current and long term) in shares and securities (both quoted and unquoted):

Category

As at March 31, 2018 As at March 31, 2017

Market Value/ Break up or fair value or NAV (refer

note below)

Book Value (Net of

Provisions)

Market Value/ Break up or fair value or NAV (refer

note below)

Book Value (Net of

Provisions)

1. Related Parties

a) Subsidiaries 5,616 4,872 329 4,864

b) Companies in the same group 250,498 13,512 183,802 13,894

c) Other related parties 3 1 3 1

2. Other than related parties 184 184 184 184

Total 256,301 18,569 184,318 18,943

Note: Preference shares have been considered at face value for the purpose of arriving at break-up value of investment. For the year ended March 31, 2018, the break-up value of the unquoted investments is calculated on the basis of management accounts of the group companies. Further the break-up value is restricted to zero for the companies having negative break-up value of equity.

VII) Other Information

Particulars Amount

As at March 31, 2018 As at March 31, 2017

1. Gross Non-Performing Assets

a) Related parties 25 1,514

b) Other than related parties - -

2. Net Non-Performing Assets

a) Related parties - -

b) Other than related parties - -

3. Assets acquired in satisfaction of debt - -

47. As per section 45-IC of Reserve Bank of India Act, 1934 every Non-Banking Financial Company (NBFC) is required to create a Reserve Fund and transfer therein a sum not less than twenty per cent of its net profi t. The Company had been incurring losses till previous year and therefore no amount was required to be transferred to Reserve Fund. However during the current year, Company has earned profi t and has transferred an amount of INR 1,635 to Reserve Fund.

48. Previous year fi gures have been re-classifi ed to conform to this year’s classifi cation.

These accompanying notes are an integral part of the standalone fi nancial statements

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Ashok Tandon Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 00032733 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Amsterdam Place: NoidaDate : May 24, 2018 Date : May 24, 2018

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Consolidated Financial Statements

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Samvardhana Motherson International Limited 115

INDEPENDENT AUDITORS’ REPORT

To the Members of Samvardhana Motherson International Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated fi nancial statements of Samvardhana Motherson International Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) its associates and joint ventures, comprising of the consolidated Balance Sheet as at March 31, 2018, the consolidated Statement of Profi t and Loss and consolidated Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information (hereinafter referred to as “the consolidated fi nancial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated fi nancial statements in terms of the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated fi nancial position, consolidated fi nancial performance and consolidated cash fl ows of the Group including its associates and joint ventures in accordance with accounting principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as amended) specifi ed under Section 133 of the Act, read with the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and of its associates and joint ventures and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated fi nancial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated fi nancial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specifi ed under Section 143(10) of the Act. Those Standards require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Holding Company’s preparation of the consolidated fi nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated fi nancial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph (a) of the Other Matters paragraph below, is suffi cient and appropriate to provide a basis for our audit opinion on the consolidated fi nancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate fi nancial statements and on the other fi nancial information of the subsidiaries, associates and joint ventures, the aforesaid consolidated fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, its associates and joint ventures as at March 31, 2018, their consolidated profi t, and their consolidated cash fl ows for the year ended on that date.

Other Matter

(a) The consolidated fi nancial statements of the Group for the year ended March 31, 2017, included in these consolidated fi nancial statements, have been audited by the predecessor auditor who expressed an unmodifi ed opinion on those statements on July 24, 2017.

(b) We did not audit the fi nancial statements and other fi nancial information, in respect of 24 subsidiaries, and 82 joint ventures, whose fi nancial statements include total assets of INR 536,940 million and net assets of INR 250,335 million as at March 31, 2018, and total revenues of INR 452,256 million and net cash outfl ows of INR 17,399 million for the

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116 Annual Report 2017-18

year ended on that date. These fi nancial statement and other fi nancial information have been audited by other auditors, which fi nancial statements, other fi nancial information and auditor’s reports have been furnished to us by the management. Our opinion on the consolidated fi nancial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and joint ventures, and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries and joint ventures, is based solely on the report(s) of such other auditors.

(c) The accompanying consolidated fi nancial statements include unaudited fi nancial statements and other unaudited fi nancial information in respect of 3 subsidiaries and 54 joint ventures, whose fi nancial statements and other fi nancial information refl ect total assets of INR 71,589 million and net assets of INR 41,251 million as at March 31, 2018, and total revenues of INR 8,054 million and net cash infl ow of INR 195 million for the year ended on that date. These unaudited fi nancial statements and other unaudited fi nancial information have been furnished to us by the management. The consolidated fi nancial statements also include the Group’s share of net loss of INR 2 million for the year ended March 31, 2018, as considered in the consolidated fi nancial statements, in respect of 1 associate, whose fi nancial statements, other fi nancial information have not been audited and whose unaudited fi nancial statements, other unaudited fi nancial information have been furnished to us by the Management. Our opinion, in so far as it relates to amounts and disclosures included in respect of these subsidiaries, joint ventures and associate, and our report in terms of sub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiaries, joint ventures and associate, is based solely on such unaudited fi nancial statement and other unaudited fi nancial information. In our opinion and according to the information and explanations given to us by the Management, these fi nancial statements and other fi nancial information are not material to the Group.

Our opinion above on the consolidated fi nancial statements, and our report on Other Legal and Regulatory Requirements below, is not modifi ed in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the fi nancial statements and other fi nancial information certifi ed by the Management.

Report on Other Legal and Regulatory Requirements

As required by section 143 (3) of the Act, based on our audit and on the consideration of report of the other auditors on separate fi nancial statements and the other fi nancial information of subsidiaries, associates and joint

ventures as noted in the ‘other matter’ paragraph we report, to the extent applicable, that:

(a) We / the other auditors whose reports we have relied upon have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the aforesaid consolidated fi nancial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the fi nancial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profi t and Loss, and consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated fi nancial statements;

(d) In our opinion, the aforesaid consolidated fi nancial statements comply with the Companies (Accounting Standards) Rules, 2006 (as amended) specifi ed under section 133 of the Act, read with the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors who are appointed under Section 139 of the Act, of its subsidiary companies, associate companies and jointly ventures incorporated in India, none of the directors of the Group’s companies, its associates and jointly ventures incorporated in India is disqualifi ed as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy and the operating effectiveness of the internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements of the Holding Company and its subsidiary companies, associate companies and jointly controlled companies incorporated in India, refer to our separate report in “Annexure 1” to this report;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated fi nancial statements disclose the impact of pending litigations on its consolidated fi nancial position of the Group, its associates and joint ventures – Refer Note 33 to the consolidated fi nancial statements;

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Samvardhana Motherson International Limited 117

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated fi nancial statements disclose the impact of pending litigations on its consolidated fi nancial position of the Group, its associates and joint ventures – Refer Note 33 to the consolidated fi nancial statements;

ii. Provision has been made in the consolidated fi nancial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts – Refer (a) Note 35 to the consolidated fi nancial statements in respect of such items as it relates to the Group, its associates and joint ventures and (b) the Group’s share of net profi t in respect of its associates;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company, its subsidiaries, associates and jointly controlled companies incorporated in India during the year ended March 31, 2018.

For S.R. Batliboi & Co. LLPChartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Pankaj ChadhaPartnerMembership Number: 091813

Place of Signature: NoidaDate: September 8, 2018

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118 Annual Report 2017-18

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated fi nancial statements of Samvardhana Motherson International Limited as of and for the year ended March 31, 2018, we have audited the internal fi nancial controls over fi nancial reporting of Samvardhana Motherson International Limited (hereinafter referred to as the “Holding Company”) and its subsidiary companies and joint ventures, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company, its subsidiary companies and joint ventures, which are companies incorporated in India, are responsible for establishing and maintaining internal fi nancial controls based on the internal control over fi nancial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable fi nancial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the company’s internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal fi nancial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements and their operating effectiveness. Our audit of internal fi nancial controls over fi nancial reporting included obtaining an understanding

of internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is suffi cient and appropriate to provide a basis for our audit opinion on the internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Consolidated Financial Statements

A company’s internal fi nancial control over fi nancial reporting with reference to these consolidated fi nancial statements is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal fi nancial control over fi nancial reporting with reference to these consolidated fi nancial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the fi nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Consolidated Financial Statements

Because of the inherent limitations of internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements to future periods are subject to the risk that the internal fi nancial control over fi nancial reporting with reference to these consolidated fi nancial statements may become

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF SAMVARDHANA MOTHERSON INTERNATIONAL LIMITED

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Samvardhana Motherson International Limited 119

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiary companies and joint ventures, which are companies incorporated in India, have, maintained in all material respects, adequate internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements and such internal fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements were operating effectively as at March 31,2018, based on the internal control over fi nancial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal

fi nancial controls over fi nancial reporting with reference to these consolidated fi nancial statements of the Holding Company,insofar as it relates to these 17 subsidiaries and 12 joint ventures, which are companies incorporated in India, is based on the corresponding reports of the auditors of such subsidiaries and joint ventures incorporated in India and insofar as it relates to the unaudited 2 subsidiaries and 3 joint ventures is based on representation received from the management. Our opinion in not qualifi ed in respect of this matter.

For S.R. Batliboi & Co. LLPChartered AccountantsICAI Firm Registration Number: 301003E/E300005

per Pankaj ChadhaPartnerMembership Number: 091813

Place of Signature: NoidaDate: September 8, 2018

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120 Annual Report 2017-18

(All amounts in INR million, unless otherwise stated)

Particulars Notes As atMarch 31, 2018

As atMarch 31, 2017

Equity and liabilitiesShareholders’ funds

Share capital 3 4,736 4,736Reserves and surplus 4 57,730 39,905

62,466 44,641Minority interest 22,152 17,647Non current liabilities

Long-term borrowings 5 67,653 87,218Deferred tax liabilities (net) 6 3,095 2,512Other long-term liabilities 7 7,214 3,287Long-term provisions 8 3,013 2,423

80,975 95,440Current liabilities

Short-term borrowings 9 16,511 6,791Trade payables 10 78,549 65,188Other current liabilities 11 38,621 31,631Short-term provisions 12 3,531 3,037

137,212 106,647Total 302,805 264,375AssetsNon current assets

Property, plant and equipment 13 85,432 70,717Intangible assets 13 27,236 25,578Capital work in progress 22,923 17,987Intangible assets under development 61 9Non-current investments 14 3,739 1,396Deferred tax assets (net) 15 4,589 3,678Long-term loans and advances 16 4,243 4,440Other non-current assets 17 10,403 7,388

158,626 131,193Current Assets

Current investments 18 0 0Inventories 19 65,728 44,328Trade receivables 20 43,702 36,714Cash and bank balances 21 23,684 41,354Short-term loans and advances 22 9,876 10,060Other current assets 23 1,189 726

144,179 133,182Total 302,805 264,375Summary of signifi cant accounting policies 2

Consolidated Balance Sheet as at March 31, 2018

The accompanying notes are an integral part of these consolidated fi nancial statements

This is the consolidated balance sheet referred to in our report of even date

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Sanjay Mehta Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 03215388 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Noida Place: NoidaDate : September 08, 2018 Date : September 08, 2018

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Samvardhana Motherson International Limited 121

Consolidated Statement of Profi t and Loss for the year ended March 31, 2018

(All amounts in INR million, unless otherwise stated)

Particulars Notes For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

RevenueRevenue from operations (gross) 456,358 383,693

Less: Excise duty 1,123 4,125

Revenue from operations (net) 24 455,235 379,568Other income 25 11,417 1,281

Total revenue 466,652 380,849

ExpensesCost of materials consumed 26 286,581 235,782

Purchase of stock-in-trade 2,250 1,589

Changes in inventories of fi nished goods, work-in-progress and stock in trade

27 (11,566) (5,067)

Employee benefi t expenses 28 90,208 74,422

Depreciation and amortisation expenses 29 11,553 9,683

Finance cost 30 4,724 4,635

Other expenses 31 50,794 39,523

Total expenses 434,544 360,567

Profi t before exceptional items, share of net profi t of associates and tax

32,108 20,282

Group’s share of profi t / (loss) of associates 16 (3)

Exceptional items - expenses 32 994 717

Profi t before tax 31,130 19,562

Tax expenseCurrent tax 8,525 6,802

Deferred tax (credit) / expense (186) 409

Income tax for earlier years (142) (295)

Profi t for the year after tax before minority interest 22,933 12,646Less: Minority interest profi t 4,927 4,576

Profi t for the year 18,006 8,070

Summary of signifi cant accounting policies 2

Earnings per equity share 40

Nominal value per share INR 10/- (Previous year INR 10/-)

Basic : INR per share 38.02 17.04

Diluted : INR per share 38.02 17.04

The accompanying notes are an integral part of these consolidated fi nancial statements

This is the consolidated statement of profi t and loss referred to in our report of even date

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Sanjay Mehta Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 03215388 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Noida Place: NoidaDate : September 08, 2018 Date : September 08, 2018

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122 Annual Report 2017-18

(All amounts in INR million, unless otherwise stated)

Particulars For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

A. Cash fl ows from operating activities:Profi t before exceptional items, share of net profi t of associates and tax

32,108 20,282

Adjustments for:

Group’s share of profi t / (loss) of associates 16 (3)

Depreciation and amortisation 11,553 9,683

Finance cost 4,724 4,635

Interest income (294) (335)

Dividend income (6) (5)

Loss on sale of property, plant and equipments (net) 59 29

Provision for diminution in value of investment 29 0

Bad debts/Advances written off 70 92

Provision for doubtful debts / Advances 217 141

Liabilities no longer required written back (112) (417)

Provision for employee benefi t 525 (79)

Unrealised foreign exchange loss/(gain) 2,009 (726)

Profi t on sale of investment (10,407) (279)

Provision on write down of inventory (project cost) (refer note 49) 972 -

Provision for warranty 315 (127)

Provision for litigation and other provisions (217) 112

Exceptional item (expense) (994) (717)

Operating profi t before working capital changes 40,567 32,286Adjustments for changes in working capital :Decrease / (Increase) in trade receivables (6,986) (3,183)

Decrease / (Increase) in loans and advances 803 (3,288)

Decrease / (Increase) in inventories (22,839) (3,338)

Decrease / (Increase) in other assets (3,430) (1,182)

(Decrease) / Increase in trade and other payables 13,159 11,888

(Decrease) / Increase in other liabilities 7,674 4,230

Cash generated from operations 28,948 37,413Direct taxes paid (Net of refunds) (8,464) (5,907)

Net cash generated from operating activities (A) 20,484 31,506B. Cash fl ows from investing activities:

Purchase of property, plant and equipments including capital work in progress and intangible assets

(24,796) (27,019)

Sale of current investments (mutual funds) (net) 79 1,020

Purchase of minority interest in subsidiary (47) (139)

Proceeds from sale of property, plant and equipment and intangible assets

373 980

Proceeds from sale / (payment for purchase) of investments (2,083) 178

Proceeds from sale of shares of subsidiaries and joint ventures 10,950 -

Movement in other bank balances (499) (193)

Interest income received 334 275

Dividend income received 6 5

Consideration paid on acquisition of associates (204) -

Consideration paid on acquisition of subsidiaries and joint ventures

(306) (14,152)

Proceeds from maturity of deposits with original maturity for more than 12 months

3 1

Net cash generated from/(used in) investing activities (B) (16,190) (39,044)

Consolidated Cash Flow Statement for the year ended March 31, 2018

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Samvardhana Motherson International Limited 123

(All amounts in INR million, unless otherwise stated)

Particulars For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

C. Cash fl ows from fi nancing activities:Proceeds from long term borrowings 26,567 38,896

Repayment of long term borrowings (50,151) (9,443)

Proceeds from short term borrowings 48,031 14,476

Repayment of short term borrowings (39,476) (18,060)

Proceeds from minority shareholders 126 9,450

Proceeds from government subsidy - 18

Interest paid (4,530) (4,480)

Dividend paid including dividend distribution tax (1,593) (44)

Dividend paid to minority share holders (1,317) (853)

Net cash (used in) / generated from fi nancing activities (C) (22,343) 29,960Net (decrease)/increase in cash and cash equivalents (A)+(B)+(C)

(18,049) 22,422

Cash and cash equivalents at the beginning of the year 40,853 17,806Acquired on acquisition (refer note 47) 170 2,047

Deletion on account of change in shareholding (744) (236)

Cash and cash equivalents at the end of the year 22,230 42,039Cash and cash equivalents compriseCash on hand 18 17

Cheques on hand 209 45

Balance with banks:

- deposits with original maturity of less than three months 2,641 8,840

- in current accounts 19,816 31,951

Cash and cash equivalents as per Balance sheet (restated) 22,684 40,853Net foreign exchange difference on balance with banks in foreign currency

(454) 1,186

Total 22,230 42,039

NOTES:

(i) The above cash fl ow Statement has been prepared under the Indirect method as set out in the Accounting Standard - 3 on “Cash Flow Statement”.

The accompanying notes are an integral part of these consolidated fi nancial statements

This is Consolidated cash fl ow statement referred to in our report of even date

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Sanjay Mehta Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 03215388 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Noida Place: NoidaDate : September 08, 2018 Date : September 08, 2018

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

124 Annual Report 2017-18

1. General information

The consolidated fi nancial statements comprise fi nancial statements of Samvardhana Motherson International Limited (“SAMIL” or “the Company”) and its subsidiaries (hereinafter collectively referred to as “the Group”) and joint ventures and associates for the year ended March 31, 2018. The Company holds the Certifi cate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) issued by the Reserve Bank of India (“RBI”) under Core Investment Companies (Reserve Bank) Directions, 2016 (“CIC Directions”). The company was incorporated in India on December 9, 2004 to act as a Holding Company to hold/ make investments in Group companies which are primarily engaged in business in the automotive sector. The Company was promoted by Mr. V.C. Sehgal, promoter of the Samvardhana Motherson Group. The Company is a public limited company domiciled in India and its non-convertible debentures are listed on the Bombay Stock Exchange.

The Group comprises of SAMIL and it’s directly and indirectly held 28 subsidiaries (including stepdown subsidiaries),160 joint ventures and 2 associates. The Group has manufacturing plants in India, Sri Lanka, Thailand, United Arab Emirates (UAE), Australia, United Kingdom (UK), Germany, Hungary, Portugal, Spain, France, Slovakia, China, South Korea, United States of America (USA), Brazil, Mexico, Czech Republic, South Africa, Serbia, Lithuania, Poland and Russia.

The consolidated fi nancial statements were authorised for issue in accordance with resolution of the Board of Directors on September 08, 2018.

2. Summary of signifi cant accounting policies

2.1 Basis of preparation

These consolidated fi nancial statements have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP) under the historical cost convention on accrual basis to comply in all material aspects with the accounting standards notifi ed under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the Companies (Accounting Standards) Rules, 2006 (as amended).

The accounting policies adopted in the preparation of consolidated fi nancial statements are consistent with those of previous year.

All assets and liabilities have been classifi ed as current or non-current as per the Group’s operating cycle and other criteria set out in the Schedule III (Division I) to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current and non-current classifi cation of assets and liabilities.

2.2 Use of estimates

The preparation of consolidated fi nancial statements in conformity of Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, for the year and at the end of the reporting period. The estimates and assumptions used in the accompanying consolidated fi nancial statements are based upon management’s evaluation of relevant facts and circumstances as at the date of the consolidated fi nancial statements. Uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

2.3 Principles of consolidation

The consolidated fi nancial statements relates to the fi nancial statements of Group and its joint ventures and associates.

The consolidated fi nancial 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 control is transferred to the Group and are not consolidated from the date that control ceases.

(iii) The fi nancial statements of the Company and its subsidiaries have been consolidated on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. Intra-group balances and intragroup transactions and resulting unrealised profi ts have been eliminated.

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 125

(iv) The excess of the cost of acquisition over the Group’s portion of equity of the subsidiary company at each time an investment is made in a subsidiary is recognised in the fi nancial statements as goodwill. Further, any excess of equity over cost of acquisition is accounted for as capital reserve on consolidation.

(v) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity and reserves attributable to the minority shareholders at the dates on which investments are made by the Group in the subsidiary companies and further movements in their share in the equity and reserves, subsequent to the dates of investments. The losses applicable to the minority in a consolidated subsidiary may exceed the minority interest in the equity of the subsidiary. The excess, and any further losses applicable to the minority, are adjusted against the Group’s interest except to the extent that the minority has a binding obligation to, and is able to, make good the losses. If the subsidiary subsequently reports profi ts, all such profi ts are allocated to the Group’s interest until the minority’s share of losses previously absorbed by the Group has been recovered.

The consolidated fi nancial statements have been prepared using fi nancial statements drawn up to the same reporting dates to the extent practicable and where fi nancial statements used are drawn up to different reporting dates adjustments are made for any signifi cant transactions or events occurring between those dates and the date of these fi nancial statements.

All subsidiaries, joint ventures and associates have been considered in preparation of consolidated balance sheet, consolidated statement of profi t & loss and consolidated cash fl ow statement (refer note 41).

The consolidated fi nancial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances except as stated and are presented to the extent possible, in the same manner as the Company’s separate fi nancial statements. However, in respect of certain subsidiaries of the Group, cost of inventories are consistently valued on First-in-First-Out (FIFO) basis as against the Group policy of valuing cost of inventories on weighted average basis since it is not considered practical to do so by the management. The total value of inventories valued on FIFO basis amount to INR 2,020 million (Previous year: INR 1,821 million) as at March 31, 2018. Such inventories are 3% (Previous year 4%) of the Group’s total inventories.

In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average exchange rate (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case revenue items are translated at the dates of the transactions). All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the exchange reserve on consolidation.

The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets less liabilities as on the date of disposal is recognised in the consolidated profi t and loss statement being the profi t or loss on disposal of investment in subsidiary.

b) Financial reporting of interest in Joint Ventures

Investment in business entities over which the Group exercises joint control and the Group does not hold majority voting power are accounted for using proportionate consolidation in accordance with Accounting Standard 27 “Financial Reporting of Interest in Joint Ventures”. The Group combines its share of the joint ventures individual income and expenses, assets and liabilities and cash fl ows on a line-by-line basis with similar items in the Group’s fi nancial statements, including minority interest relating to the Group.

The excess of the cost of acquisition over the Group’s portion of equity of the Joint Venture Company at each time an investment is made in a joint venture is recognised in the fi nancial statements as goodwill. Further, any excess of equity over cost of acquisition is accounted for as capital reserve on consolidation.

c) Accounting for Investment in Associates

Investment in Associates (entity over which the Group exercises signifi cant infl uence, 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”, whereby the investment is initially recorded at cost, identifying any goodwill / capital reserve arising at the time of acquisition. The carrying amount of the investment is adjusted thereafter for the post acquisition change in the investor’s share of net assets of the investee.

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

126 Annual Report 2017-18

2.4 Property, plant and equipment

Property, plant and equipment is recognised when the cost of an asset can be reliably measured, and it is probable that the entity will obtain future economic benefi t from the asset.

Property, plant and equipment are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any.

The cost comprises purchase price, borrowing costs if capitalization criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use and initial estimate of decommissioning, restoring and similar liabilities. Any trade discounts and rebates are deducted in arriving at the purchase price. Such cost includes the cost of replacing part of the plant and equipment. When signifi cant parts of property, plant and equipment are required to be replaced at intervals, the Group depreciates them separately based on their specifi c useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfi ed. All other repair and maintenance costs are recognised in profi t or loss as incurred.

Items of stores and spares that meet the defi nition of property, plant and equipment are capitalized at cost and depreciated over their useful life. Otherwise, such items are classifi ed as inventories.

The cost of self-generated items of property, plant and equipment comprises of raw material, components, direct labour, other direct cost and related production overheads.

Subsequent expenditures related to an item of property, plant and equipment are added to its book value only if they increase the future benefi ts from the existing asset beyond its previously assessed standard of performance.

Items of property, plant and equipment that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value and are shown separately in the fi nancial statements as other current assets. Any expected loss is recognised immediately in the consolidated statement of profi t and loss.

Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of profi t and loss when the asset is derecognized.

The Group identifi es and determines cost of each component of the asset separately, if the component has a cost which is signifi cant to the total cost of the asset and has useful life that is materially different from that of the remaining asset.

Depreciation on property, plant and equipment is calculated on a pro-rata basis on straight-line basis using the rates arrived at, based on the useful lives estimated by the management. The identifi ed components are depreciated separately over their useful lives; the remaining components are depreciated over the life of the principal asset. The Group has used the following useful life to provide depreciation on its property, plant and equipment.

Particulars Indian entities* Overseas entities

Useful life Useful life

Leasehold land Over the period of lease

Freehold land Nil

Leasehold improvements Over the period of lease or useful life, whichever is lower

Buildings 30 to 60 years 5 to 61 years

Plant & machinery:

Plant & machinery 7.5 to 15 years 3 to 15 years

Die & moulds 3 to 6.17 years 3 to 15 years

Electric installation 10 years 3 to 15 years

Furniture & fi xtures 6 to 10 years 3 to 15 years

Offi ce equipments 5 years 3 to 10 years

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 127

Particulars Indian entities* Overseas entities

Useful life Useful life

Computers:

Server & networks 3 years 3 to 15 years

End user devices, such as desktops, laptops, etc. 3 years 3 to 15 years

Vehicles 4 to 8 years 3 to 12 years

Aircraft - 8 years

*Useful life of certain assets are different than the life prescribed under Schedule II to the Companies Act, 2013 and those has been determined based on technical evaluation by the management. The management believes that these estimated useful lives are realistic and refl ect fair approximation of the period over which the assets are likely to be used.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each fi nancial year end and adjusted prospectively, if appropriate.

2.5 Intangible assets

Intangible assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a straight line basis over their estimated useful lives. A rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use is considered by the management. The amortization period and the amortization method are reviewed at least at each fi nancial year end. If the expected useful life of the asset is signifi cantly different from previous estimates, the amortization period is changed accordingly. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the consolidated statement of profi t and loss. The useful life of the intangible asset is as below:

Asset Useful life

Technical Knowhow fees* 3 to 13 years

Business & Commercial rights* 3 to 11 years

Intellectual property rights 1 to 3 years

Software 2 to 5 years

*Useful life of technical knowhow fees, business and commercial rights is the result of the analyses and average useful right of the contracts.

Goodwill generated on consolidation in respect of subsidiaries and joint ventures is being carried at cost less impairment (if any). Goodwill arising on amalgamation is amortized over period of 5 years. Goodwill generated on acquisition of assets is also tested for impairment.

2.6 Borrowing costs

Borrowing costs include interest, loan processing fees and other costs incurred in connection with borrowing and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to the interest cost. General and specifi c borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in consolidated statement of profi t and loss in the period in which they are incurred.

Premium on redemption of debenture has been amortized over the repayment period.

In respect of commercial paper issued by the Group, the difference between the redemption value and acquisition cost of commercial paper is amortised over the tenure of the instrument. The liability as at the Balance Sheet date in respect of such instruments is recognised at face value net of unamortised discount.

2.7 Impairment of assets

Assessment is done at each reporting date as to whether there is any indication that an asset (tangible and intangible) may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/

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128 Annual Report 2017-18

cash generating unit is made. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash fl ows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets. The smallest identifi able group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows from other assets or groups of assets, is considered as a cash generating unit (CGU). An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount.

Impairment losses of continuing operations, including impairment on inventories, are recognized in the consolidated statement of profi t and loss.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cash-generating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of profi t and loss.

2.8 Investments

Investments that are readily realisable and are intended to be held for not more than one year from the date, on which such investments are made, are classifi ed as current investments. All other investments are classifi ed as non-current investments. Current investments are carried at cost or fair value, whichever is lower. Long-term investments are carried at cost. However, provision for diminution is made to recognize a decline, other than temporary, in the value of the investments, such reduction being determined and made for each investment individually.

Investment property

An investment in land or buildings, which is not intended to be occupied substantially for use by, or in the operations of, the Group, is classifi ed as investment property. Investment properties are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the investment property to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Depreciation on building component of investment property is calculated on pro-rata basis on straight-line basis using the rate arrived at based on the useful life estimated by the management. The Group depreciates building component of investment property over 30 years and leasehold land over the period of lease.

The Group identifi es and determines cost of component of building signifi cant to the total cost of the asset having useful life that is materially different from that of the remaining asset. The identifi ed components are depreciated over their useful lives; the remaining asset is depreciated over the life of the principal asset.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the consolidated statement of profi t and loss.

2.9 Inventories

Raw materials, components, stores and spares are valued at lower of cost and net realizable value. However, materials and other items held for use in the production of inventories are not written down below cost if the fi nished products in which they will be incorporated are expected to be sold at or above cost. Cost of raw materials, components and stores and spares is determined on a weighted average basis. Stores and spares which do not meet the defi nition of property, plant and equipment are accounted as inventories.

Work-in-progress and fi nished goods are valued at lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of manufacturing overheads based on normal operating capacity. Cost of fi nished goods includes excise duty. Cost is determined on a weighted average basis.

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Samvardhana Motherson International Limited 129

Project cost includes cost of land, land development and related infrastructure developments. Cost represents expenditure incurred in connection with, or attributable to the project, and being a long-term nature, including borrowing cost. Project cost are initially inventorised under Work in Progress and proportionate cost of land development rights and infrastructure development expenses are recognized in the statement of consolidated profi t and loss to the extent of income earned from the lease of land

Traded goods are valued at lower of cost and net realizable value. Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on a weighted average basis.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

2.10 Foreign currency translations & derivative instruments

Initial recognition

On initial recognition, all foreign currency transactions are recorded in reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent recognition

As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

All monetary assets and liabilities in foreign currency are restated at the end of the reporting period using the exchange rate prevailing at the reporting date.

Exchange differences on restatement of all other monetary items are recognised in the consolidated statement of profi t and loss.

Translation of foreign operations

The Group classifi es all its foreign operations as either “integral foreign operations” or “non-integral foreign operations.”

The fi nancial statements of an integral foreign operation are translated as if the transactions of the foreign operation have been those of the Group itself.

The assets and liabilities of a non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date. Their statement of profi t and loss are translated at exchange rates prevailing at the dates of transactions or weighted average weekly rates, where such rates approximate the exchange rate at the date of transaction. The exchange differences arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognized in the consolidated statement of profi t and loss.

When there is a change in the classifi cation of a foreign operation, the translation procedures applicable to the revised classifi cation are applied from the date of the change in the classifi cation.

Derivative and hedging activities

The premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing asset/liability, is amortised as expense or income over the life of the contract. Exchange differences on such a contract are recognised in the consolidated statement of profi t and loss in the reporting period in which the exchange rates change. Any profi t or loss arising on cancellation or renewal of such a forward exchange contract is recognised as income or as expense for the period.

Derivatives other than those which are accounted for under AS 11 are initially recognized at fair value on date a derivative contract in entered into and are subsequently re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedge and the type of hedging relationship designated.

The Group designates their derivatives as hedges of a particular risk associated with the cash fl ows of recognised assets and liabilities and highly probable forecast transactions (cash fl ow hedges).

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

130 Annual Report 2017-18

Cash fl ow hedges that qualify for hedge accounting

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash fl ow hedges is directly recognised in hedging reserve under equity. The gain or loss relating to the ineffective portion is recognised immediately in profi t or loss.

Amounts accumulated in hedge reserve are reclassifi ed to profi t or loss in the periods when the hedged item affects profi t or loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in profi t or loss within ‘fi nance costs’. However, when the forecast transaction that is hedged results in the recognition of a non-fi nancial asset (for example, inventory or fi xed assets) the gains and losses previously deferred in equity are reclassifi ed from hedge reserve and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in profi t or loss as cost of goods sold in the case of inventory, or as depreciation or impairment in the case of fi xed assets.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in hedge reserve at that time remains in hedge reserve and is recognised when the forecast transaction is ultimately recognised in profi t or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in hedge reserve is immediately reclassifi ed to profi t or loss.

Derivatives that are not designated as hedges

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognized immediately in profi t or loss and are included in other income or other expenses.

2.11 Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefi ts will fl ow to the Group and the revenue can be reliably measured.

Sale of goods

Revenue from sale of goods is recognized when all the signifi cant risks and rewards of ownership of the goods have been passed to the buyer, usually on delivery of the goods. The Group collects Goods and Service Tax (GST) and sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not economic benefi ts fl owing to the Group. Hence, they are excluded from revenue. Excise duty deducted from revenue (gross) is the amount that is included in the revenue (gross) and not the entire amount of liability arising during the year.

Sale of services

Revenue from sale of services are recorded with respect to the stage of completion as of the reporting date in relation to the total service to be provided in the course of the transaction. The Group collects GST/Service tax on behalf of the government and, therefore, it is not an economic benefi t fl owing to the Group. Hence, it is excluded from revenue.

Income from support service fees for rendering of services to Group companies is recognized on accrual basis and net of taxes.

2.12 Other income

Interest

Interest income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest income is included under the head “other income” in the consolidated statement of profi t and loss.

Duty drawback and export incentives

Income from duty drawback and export incentives is recognized on an accrual basis.

Dividend

Dividend income is recognised when the right to receive dividend is established.

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 131

2.13 Employee benefi ts

a) In respect of the companies incorporated in India

Provident fund and employee state insurance

Contribution towards provident fund and employee state insurance for employees is made to the regulatory authorities, where the Group has no further obligations. Such benefi ts are classifi ed as Defi ned contribution schemes as the Group does not carry any further obligations, apart from the contributions made on a monthly basis. The Group recognizes contribution payable to the provident fund scheme as expenditure in the consolidated statement of profi t and loss, when an employee renders the related service.

Gratuity

The Group provides for gratuity, a defi ned benefi t plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The gratuity plans in certain group companies are funded through annual contributions to Life Insurance Corporation of India (LIC) under its Group’s Gratuity Scheme whereas others are not funded. The Group’s liability is actuarially determined (using the projected unit credit method) at the end of each year. Actuarial losses / gains are recognised in the consolidated statement of profi t and loss in the year in which they arise.

Compensated absences

Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year, are treated as short term employee benefi ts. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefi ts. The Group’s liability is actuarially determined (using the projected unit credit method) at the end of each year. Actuarial losses / gains are recognised in the consolidated statement of profi t and loss in the year in which they arise.

b) In respect of the companies incorporated outside India

Pensions

Companies within the Group operate various pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by annual actuarial calculations. The Group has both defi ned benefi t and defi ned contribution plans.

A defi ned contribution plan is a pension plan under which the Group pays fi xed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold suffi cient assets to pay all employees the benefi ts relating to employee service in the current and prior periods.

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV), its subsidiaries, joint ventures and associates mainly operated a defi ned benefi t pension plan in Germany based on Employee pensionable remuneration and length of services. The plan is unfunded. Further, Samvardhana Motherson Refl ectec Group Holdings Limited (SMR), its subsidiaries, joint ventures and associates has various defi ned benefi t plans, which consider fi nal salary as well as average salary components in order to defi ne the benefi ts for the pensioners. Different pension plans are operated by the Group in Germany, Mexico and South Korea. The scheme in the South Korea is administered by separate trust fund.

The cost of providing benefi ts under the defi ned benefi t plans is determined separately for each plan using the projected unit credit method and is based on actuarial advice. The interest element of the defi ned benefi t 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 benefi t 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 benefi ts paid during the year.

The defi ned benefi t pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defi ned benefi t obligation, less any past service cost not yet recognized and the fair

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132 Annual Report 2017-18

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. Actuarial losses/ gains are recognized in the Consolidated Statement of Profi t and Loss in the year in which they arise.

The value of a net pension benefi t asset is restricted to the sum of any unrecognized 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 benefi t, in the form of a refund or a reduction in future contributions, is available if the Group can realize it at some point during the life of the plan or when the plan liabilities are settled. In particular, such an economic benefi t may be available even if it is not realizable immediately at the balance sheet date. The economic benefi t available does not depend on how the Group intends to use the surplus. The Group determines the maximum economic benefi t 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 benefi t from the plan.

For defi ned contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefi t expense when they are due.

Other long term benefi ts

Jubilee bonus: In certain Group entities, the employees are entitled to bonus after completion of certain year of services which are based on the wage agreement or otherwise as per terms of employment. The Group recognizes as an expenditure determined using the projected unit credit method the present value of such long term jubilee bonuses, where applicable based on the expected amounts to pay by considering expectancies of employee turnover and expected future salary increase.

Compensated absences

Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year are treated as short term employee benefi ts. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefi ts. The Group’s liability is actuarially determined at the end of each year. Actuarial losses/ gains are recognized in the consolidated statement of profi t and loss in the year in which they arise.

Termination benefi ts

Termination benefi ts in the nature of voluntary retirement benefi ts are recognised in the consolidated statement of profi t and loss as and when incurred.

2.14 Government grants

Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met. Government grants in respect of capital expenditure are credited to the acquisition costs of the respective fi xed 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. Government grants that are given with reference to total capital outlay are credited to capital reserve and treated as a part of shareholders’ funds.

2.15 Current and deferred tax

Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profi t or loss for the period.

Current tax is determined based on respective taxable income and tax rules of each taxable entity. It is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 133

is a reasonable certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets and liabilities are measured using the tax rates and tax laws applicable to respective jurisdictions that have been enacted or substantively enacted by the Balance Sheet date. In situations, where the Group has unabsorbed depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that they can be realised against future taxable profi ts. At each balance sheet date, the Group reassesses unrecognized deferred tax assets, if any.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

Minimum alternate tax (MAT) paid in a year is charged to the consolidated statement of profi t and loss as current tax. MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the specifi ed period. Such asset is reviewed at each balance sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Group will pay normal income tax during the specifi ed period.

2.16 Provisions and contingent liabilities

Provisions

A provision is recognized when the Group has a present obligation as a result of past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to refl ect the current best estimates.

Contingent liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outfl ow of resources will be required to settle or a reliable estimate of the amount cannot be made.

2.17 Leases

As a lessee

(a) Operating Leases

Leases in which a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as operating leases. Payments made under operating leases are charged to the consolidated statement of profi t and loss on a straight-line basis over the period of the lease.

(b) Finance Leases

The Group leases certain tangible assets and such leases where the Group has substantially all the risks and rewards of ownership are classifi ed as fi nance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments.

Each lease payment is apportioned between the fi nance charge and the reduction of the outstanding liability. The outstanding liability is included in other long-term borrowings. The fi nance charge is charged to the consolidated statement of profi t and loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

As a lessor

The Group has leased certain tangible assets and such leases where the Group has substantially retained all the risks and rewards of ownership are classifi ed as operating leases. Lease income on such operating leases is recognised in the consolidated statement of profi t and loss on a straight line basis over the lease term which is representative of the time pattern in which benefi t derived from the use of the leased asset is diminished. Initial direct costs are recognized as an expense in the consolidated statement of profi t and loss in the period in which they are incurred.

Book 1.indb 133Book 1.indb 133 22-09-2018 15:59:1522-09-2018 15:59:15

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Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

134 Annual Report 2017-18

2.18 Segment reporting

Identifi cation of segments

The Group’s operating businesses are organized and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on the areas in which major operating divisions of the Group operate.

Inter-segment transfers

The Group generally accounts for intersegment sales and transfers at cost plus appropriate margins.

Allocation of common costs

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Unallocated items

Unallocated items include general corporate income and expense items which are not allocated to any business segment.

Segment accounting policies

The Group prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the fi nancial statements of the Group as a whole.

2.19 Cash and cash equivalents

Cash and cash equivalents for the purposes of cash fl ow statement comprise cash in hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less.

2.20 Earnings per share (EPS)

Basic earnings per share are calculated by dividing the net profi t or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Group’s earnings per share is the net profi t/ (loss) for the period. The weighted average number of equity shares outstanding during the period and for all years presented is adjusted for events, such as bonus shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profi t or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3. Share capital

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Authorised shares

900,000,000 (Previous year : 900,000,000)Equity shares of INR 10/- each

9,000 9,000

Issued, subscribed and fully paid-up shares

473,613,855 (Previous year : 473,613,855)Equity shares of INR 10/- each

4,736 4,736

Total issued, subscribed and fully paid-up share capital 4,736 4,736

a. Reconciliation of number of equity shares

Equity shares As at March 31, 2018 As at March 31, 2017

No. of shares Amount No. of shares Amount

Equity Shares:

At the beginning of the period 473,613,855 4,736 473,613,855 4,736

Outstanding at the end of the period 473,613,855 4,736 473,613,855 4,736

Book 1.indb 134Book 1.indb 134 22-09-2018 15:59:1522-09-2018 15:59:15

Page 137: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 135

b. Rights, preferences and restrictions attached to shares

The Company has only one class of equity shares having a par value of INR 10/- per share. Each holder of equity share is entitled to one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend, if proposed by the Board of Directors, is subject to the approval of the shareholders in the Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

c. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

Name of equity shareholders As at March 31, 2018 As at March 31, 2017

No. of shares

% holding in the class

No. of shares

% holding in the class

Shri Sehgals Trustee Company Private Limited (as trustee of Sehgal Family Trust)

121,590,869 25.67% 121,590,869 25.67%

Vivek Chaand Sehgal 100,527,391 21.23% 100,527,391 21.23%

Renu Alka Sehgal - 0.00% 109,825,286 23.19%

Renu Alka Sehgal (as trustee of Renu Sehgal Trust)

109,825,286 23.19% - 0.00%

Radha Rani Holdings Pte Limited 66,780,000 14.10% 66,780,000 14.10%

Sojitz Corporation 30,612,843 6.46% 30,612,843 6.46%

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding benefi cial interest, the above shareholding represents both legal and benefi cial ownerships of shares.

4. Reserves and surplus

As atMarch 31, 2018

As atMarch 31, 2017

Movement Total Movement Total

Revaluation reserve

Balance as at the beginning of the year - 28

Deductions during the year - - (28) -

Reserve on amalgamation

Balance as at the beginning of the year 2,610 2,645

Deletion on change in holding 1 (8) 2,602 (35) 2,610

Securities premium account

Balance as at the beginning of the year 12,110 3,399

Additions during the year - 8,770

Deletion on change in holding 1 (346) 11,764 (59) 12,110

General reserve

Balance as at the beginning of the year 975 1,054

Deletion on change in holding 1 (40) 935 (79) 975

Exchange reserve on consolidation

Balance as at the beginning of the year 1,535 2,160

Additions during the year 2,790 -

Deletion on change in holding 1 (3) (54)

Deductions during the year - 4,322 (571) 1,535

Book 1.indb 135Book 1.indb 135 22-09-2018 15:59:1522-09-2018 15:59:15

Page 138: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

136 Annual Report 2017-18

As atMarch 31, 2018

As atMarch 31, 2017

Movement Total Movement Total

Capital reserve on consolidation

Balance as at the beginning of the year 1,809 1,743

Additions during the year 3 264 -

Deletion on change in holding1 (7) 66

Transfer to statement of profi t and loss (27) 2,039 - 1,809

Surplus in statement of profi t and loss

Balance as at the beginning of the year 20,839 13,224

Additions / (deletions) during the year 18,006 8,070

Deletion on change in holding1 (704) (448)

Transfer to employee fund2 (13) (10)

Dividend paid (1,089) -

Tax on dividend (504) (25)

Transfer to reserve fund (1,635) 28

Transfer from capital reserve on consolidation 27 34,927 - 20,839

Capital Reserve

Balance as at the beginning of the year 103 103

Deletion on change in holding1 (3) 100 (0) 103

Capital Redemption Reserve

Balance as at the beginning of the year 46 46

Deductions during the year - 46 - 46

Hedging Reserve

Balance as at the beginning of the year (122) (3)

Additions during the year4 (519) (119)

Addition on change in holding1 1 (640) 0 (122)

Reserve Fund

Balance as at the beginning of the year - -

Transfer from Statement of profi t and loss 1,635 1,635 - -

Total 57,730 39,905

1 On account of change in shareholding in Motherson Sumi Systems Limited consequent to sale of shares held by Company and sale of shareholding in Nachi Motherson Tool Technology Limited and Nachi Motherson Precision Private Limited. (Previous year : on account of change in holding in Motherson Sumi Systems Limited consequent to preferential and QIB allotment to other shareholders).

2 INR 13 million (Previous year : INR 10 million) transfer to employee fund on dividend distribution by Changchun Peguform Automotive Plastics Technology Co. Ltd, one of the step down subsidiary of Motherson Sumi Systems Limited in China.

3 On account of acquisition of subsidiary MS Global India Automotive Private Limited. (refer note 47)

4 Mark to market loss accounted under hedging reserve with respect to cash fl ow hedge in respect of derivative contracts entered into by the overseas Group companies.

Bracket denotes appropriations / deduction

Book 1.indb 136Book 1.indb 136 22-09-2018 15:59:1522-09-2018 15:59:15

Page 139: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 137

5. Long-term borrowings

Particulars Non-current portion Current maturities

As at March 31, 2018

As at March 31, 2017

As at March 31, 2018

As at March 31, 2017

Secured:i) Term loans:

From banks:

- Rupee loan 3,547 3,036 266 250

- Foreign currency loan 5,651 6,271 333 650

ii) From others:

- Rupee loan 6 1,759 5 5

- Foreign currency loan 8 9 3 3

ii) Finance lease liabilities 218 334 214 211

iii) Debentures

0% Redeemable Non-convertible debentures

- 4,000 4,000 3,200

iv) 41/8%Senior secured notes due 2021(Nil (Previous year : EUR 500 million))

- 34,181 - -

v) 3.7% Senior secured notes due 2025(EUR 100 million (Previous year : EUR 100 million))

7,839 6,836 - -

vi) 47/8% Senior secured notes due 2021(USD 400 million (Previous year : USD 400 million))

25,448 25,678 - -

vii) 1.8% Senior secured notes due 2024 (refer note 46)(EUR 300 million (Previous year : Nil))

23,515 - - -

Unsecured:i) 4.25% Senior unsecured bond due

2018 (EUR 100 million (Previous year : EUR 100 million)

- 2,404 2,612 -

ii) Term loans:

From banks:

- Rupee loan - 2 - 1

- Foreign currency loan 267 1,182 107 122

From others:

- Rupee loan 32 374 - -

- Foreign currency loan 1,119 1,147 138 62

iii) Finance lease liabilities 3 5 2 7

Amounts disclosed under the head “other current liabilities” (refer note 11)Current maturities of long term debt (7,464) (4,293)

Current maturities of fi nance lease obligations

(216) (218)

Total 67,653 87,218 - -

Book 1.indb 137Book 1.indb 137 22-09-2018 15:59:1522-09-2018 15:59:15

Page 140: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

138 Annual Report 2017-18

(a) Nature of security and terms of repayment for secured borrowings:

Nature of security Terms of repayment

Long term Indian rupee loans from bank include:

i) Loan amounting to INR 1,922 million (Previous year: INR 2,002 million) secured by creating a pledge on Investment in shares of one of the subsidiary of Motherson Sumi Systems Limited, MSSL GB Ltd on pari passu basis.

The principal amount to be paid to bank within period of 5 years from date of disbursement as a bullet payment.

The loan carries interest rate of 8% p.a.

ii) Loan amounting to INR Nil (Previous year: INR 9 million) secured by fi rst charge on the movable property, plant and equipments and second charge on the current assets of CTM India Limited, both present and future.

Repayable in 20 equal quarterly instalments to be paid at the end of each quarter starting from January 2013. The amount has been fully repaid in current fi nancial year.

The applicable rate of interest is 12% p.a.

iii) Loan amounting to INR Nil million (Previous year: INR 455 million) secured by

- First charge on all movable property, plant and equipments of Motherson Sintermetal Technology Limited, both present and future.

- Second charge on all current assets of Motherson Sintermetal Technology Limited, both present and future.

- Letter of Comfort from SAMIL.

Moratorium of 12 months from the date of disbursement, thereafter repayment of 4.16% of loan amount every quarter starting from February 2016 up to February 2021.The applicable rate of interest is 12.50% p.a.The amount has been fully repaid in current fi nancial year.

iv) Loan amounting to INR 555 million (Previous year: Nil) secured by

- First charge on all movable property, plant and equipments of Motherson Sintermetal Technology Limited, both present and future.

- Second charge on all current assets of Motherson Sintermetal Technology Limited, both present and future.

- Corporate guarantee from SAMIL.

Moratorium of 24 months from the date of fi rst drawdown, thereafter repayable in 28 equal quarterly instalments beginning from November, 2019.

The applicable rate of interest is 8.25% p.a. linked with 1 year MCLR with annual reset.

v) Loan amounting to INR 17 million (Previous year: INR 27 million) secured by:

- First charge on entire property, plant and equipments of Magneti Marelli Motherson Auto System Limited, both present and future

- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future

- Comfort Letters issued by SAMIL and Magneti Marelli, Spa Italy.

Repayable in 16 quarterly instalments after 15 months moratorium from the date of fi rst withdrawal i.e. June 2015.

The applicable rate of interest was 8.25% p.a.

vi) Loan amounting to INR 35 million (Previous year: INR 80 million) secured by:

- First charge on entire property, plant and equipments of Magneti Marelli Motherson Auto System Limited, both present and future

- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future

- Comfort Letters issued by SAMIL and Magneti Marelli, Spa Italy.

Repayable in 20 quarterly instalments after 21 months moratorium from the date of fi rst withdrawal i.e. repayment would start from June 2016.

The applicable rate of interest was 8.25% p.a.

Book 1.indb 138Book 1.indb 138 22-09-2018 15:59:1522-09-2018 15:59:15

Page 141: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 139

Nature of security Terms of repayment

vii) Loan amounting to INR 35 million (Previous year: INR 45 million) secured by fi rst charge on entire property, plant and equipments of the Magneti Marelli Motherson Auto System Limited, both present and future.

- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future

- Comfort Letters issued by SAMIL and Magneti Marelli, Spa Italy.

Repayable in 20 quarterly instalment after 21 months moratorium from the date of fi rst withdrawal i.e. repayment would start from June 2016.

The applicable rate of interest was 8.9% p.a.

viii) Loan amounting to INR 82 (Previous year: INR 95 million) secured by

- First charge on entire property, plant and equipments of the Magneti Marelli Motherson Auto System Limited, both present and future

- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future

Repayable in 16 quarterly instalment after 12 months moratorium from the date of fi rst withdrawal i.e. repayment would start from August 2017

The applicable rate of interest was 9.65% p.a.

ix) Loan amounting to INR 96 million (Previous year: Nil) secured by fi rst charge on entire property, plant and equipments of the Magneti Marelli Motherson Auto System Limited, both present and future.

- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future

- Comfort Letters issued by SAMIL and Magneti Marelli, Spa Italy.

Repayable in 16 quarterly instalment from March 2019.

The applicable rate of interest was 8.25% p.a.

x) Loan amounting to INR 38 million (Previous year: INR 49 million) term loan secured by way of fi rst exclusive charge on entire property, plant and equipments and second charge on entire current assets of Magneti Marelli Motherson Shock Absorbers India Private Limited both present and future.

Repayable in 16 equal quarterly instalments to be paid at the end of each quarter from April 2017.

The applicable rate of interest is base rate + 0.25% p.a. payable monthly.

xi) Loan amounting to INR 136 million (Previous year: 186 million) primarily secured by exclusive charge on movable property, plant and equipments of Samvardhana Motherson Auto Component Private Limited and corporate guarantee given by SAMIL

Repayable in 15 equal quarterly instalments to be paid at the end of each quarter from April 2017.

The applicable rate of interest was 8.80% p.a.

xii) Loan amounting to INR 130 million (Previous year: INR 20 million) primarily secured by fi rst exclusive charge on movable property, plant and equipments of Samvardhana Motherson Auto Component Private Limited and corporate guarantee given by SAMIL.

Repayable in 12 equal quarterly instalments to be paid at the end of each quarter from April 2017.

The applicable rate of interest was 8.50% p.a.

xiii) Loan amounting to INR 8 million (Previous year: INR 11 million) secured by

- Exclusive charge on current assets of Fritzmeier Motherson Cabin Engineering Private Limited.

- Exclusive fi rst charge on the moveable and immovable property, plant and equipments of Fritzmeier Motherson Cabin Engineering Private Limited.

Repayable in 42 monthly instalments to be paid at the end of each month from March 2017.

The applicable rate of interest is 9% p.a.

xiv) Loan amounting to INR 20 million (Previous year: INR 20 million) secured by letter of awareness provided by Nissin Electric Co. Limited.

Repayable in 6 equal half yearly instalments to be paid from August 2018.

The applicable rate of interest is 9.09% p.a.

Book 1.indb 139Book 1.indb 139 22-09-2018 15:59:1522-09-2018 15:59:15

Page 142: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

140 Annual Report 2017-18

Nature of security Terms of repayment

xv) Loan amounting to INR 299 million (Previous year: INR 287 million) secured by

-Exclusive charge on all the immovable property, plant and equipments of Motherson Advanced Tooling Solutions Limited comprising of :

(i) Plot No. F-2/1, M.I.D.C, Aurangabad and

(ii) Plot No. A-3/2, M.I.D.C, Aurangabad

- Exclusive charge on all the current assets and movable property, plant and equipments of the Motherson Advanced Tooling Solutions Limited (both present and future).

-Corporate guarantee given by SAMIL.

Repayable in 16 quarterly instalment after 2 years moratorium.

The applicable rate of interest was 9.65% p.a.

xvi) Loan amounting to INR 440 million (Previous year: INR Nil) secured by

- Hypothecation of stock and receivables of Motherson Auto Solutions Limited

- Letter of Comfort from SAMIL.

- Standby Letter of Credit from acceptable Bank by Sojitz Corporation”

Repayable in 13 quarterly instalments to be paid at the end of each quarter beginning from 31st March 2019.

The applicable rate of interest was within the range of 8.95% to 9.1%

Long term foreign currency loans from bank include:

i) Loan amounting to INR 163 million (Previous year : INR 638 million) secured by fi rst pari passu charge on entire property, plant and equipments, both movable & immovable, of the Motherson Sumi Systems Limited, present and future and second pari passu charge on the entire current assets of Motherson Sumi Systems Limited. These are also secured by way of deposit of title deeds of specifi ed properties.

1) INR 65 million (Previous year: INR 203 million) is repayable in remaining one half yearly instalment in August 2018.

2) Nil (Previous year: INR 113 million) fully repaid in February 2018.

3) Nil (Previous year: INR 17 million)) fully repaid in August 2017.

4) INR 98 million (Previous year: INR 305 million)) is repayable in remaining one half yearly instalment started from March 2017 till September 2018.

The applicable rate of interest in respect of foreign currency loans from banks is within a range of 0.6 % p.a. to 3.8% p.a. (Previous year: 1.0 % p.a. to 3.0% p.a.) over 3 to 6 months US $ Libor and 8.05% p.a.(Previous year: 8.05% p.a. to 9.30% p.a.) in respect of loans hedged for swap contracts.

ii) Loan amounting to Nil (Previous year: INR 116 million) Secured against:

- General notarial bond to the value of ZAR 181 million plus additional costs over the movable assets of MSSL Global RSA Module Engineering Limited including its Durban plant, in favour of the Lender.

- The special notarial bond to the value of ZAR 95 million plus additional costs over the plant and equipment assets of MSSL Global RSA Module Engineering Limited Durban funded using the Plant and Equipment Loan in favour of the Lender.

- A fi rst covering mortgage bond over the property to the value of ZAR 80 million plus additional costs, in favour of the Lender.

The same is fully repaid during the year.The applicable rate of interest is Prime Rate minus 3% as applicable in South Africa for fi rst fi ve years after which it will be adjusted to prime rate minus 0.1% thereafter.

Book 1.indb 140Book 1.indb 140 22-09-2018 15:59:1522-09-2018 15:59:15

Page 143: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 141

Nature of security Terms of repayment

iii) Loan amounting to INR 16 million (Previous year: INR 18 million) secured by General Notarial Bond on assets of Vacuform 2000 Pty Ltd.

1) INR 4 million (Previous year: INR 7 million) is repayable in 60 equal monthly instalments commenced from January 2015.

2) INR 6 million (Previous year: INR 11 million) is repayable in 60 equal monthly instalments commenced from 31 March 2014.

3) INR 6 million (Previous year: Nil) is repayable in monthly instalments till December 2021.

The applicable rate of interest in respect of these loans is within a range of 7.25% to 13.25%

iv) Loan amounting to INR 243 million (Previous year: INR 282 million) secured by specifi ed assets located at Boetzingen plant of SMP Deutschland GmbH

Repayable in monthly instalments started from January 2016 and ending in December 2020.

The applicable rate of interest is 4.96 %

v) Loan amounting to INR 8 million (Previous year: INR 9 million) secured against land and building of MSSL Japan.

Repayable in 57 quarterly instalments from June 2015 till June 2029

The applicable rate of interest is 3 months Tibor + 0.95%

vi) Loan amounting to INR 4 million (Previous year: INR 6 million) secured by pledge of the specifi c machinery by MSSL GMBH and future insurance receivables of debtors related to the same in favour of the Bank.

Repayable in monthly instalments from January 2014 until May 2019.

The applicable rate of interest is Euribor + 0.975%

vii) Loan amounting to INR 54 million (Previous year: INR 48 million) secured by fi rst mortgage on plant & machinery of Samvardhana Motherson Invest Deutschland GmbH.

Repayable in one bullet payment on September 30, 2025.

The applicable rate of interest in respect of this loan is 2.2%.

viii) Loan amounting to INR 1 million (Previous year: INR 1 million) secured against vehicle of Vacuform 2000 (Proprietary) Limited.

Repayable in 60 instalments from November 01, 2015.

The applicable rate of interest in respect of this loan is 10.75%

ix) INR 1,743 million (Previous year : INR 1,822 million) secured by creating a pledge on Investment in shares of one of the subsidiary of Motherson Sumi Systems Limited, MSSL GB Ltd on pari passu basis.

Repayable as bullet payment in March 2022.The applicable rate of interest in respect of this loan is 6 months Libor + 120 basis points to be paid on half yearly basis.

x) INR 1,879 million (Previous year : INR 1,682 million) secured by creating a pledge on Investment in shares of one of the subsidiary of Motherson Sumi Systems Limited, MSSL GB Ltd on pari passu basis.

Repayable as bullet payment in March 2020.The applicable rate of interest is 3 months Euribor + 39 basis points.

xi) INR 56 million (Previous year : INR 71 million) secured against the land & building and current receivables of Motherson Sumi Systems Limited.

Repayable as quarterly instalments upto bullet payment in June 2022.

The applicable rate of interest in respect of this loans is 3M Euribor + 1.15%

xii) Loan amounting to INR 37 million (Previous year : INR 65 million). The loan is secured against mortgage of plant and machinery of SMP Deutschland GmbH.

Repayable in monthly instalments upto April 2019.

The applicable rate of interest in respect of this loans is 5%

Book 1.indb 141Book 1.indb 141 22-09-2018 15:59:1522-09-2018 15:59:15

Page 144: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

142 Annual Report 2017-18

Nature of security Terms of repayment

xiii) Loan amounting to INR Nil (Previous year: INR 1,450 million) secured by corporate guarantee given by SAMIL in respect of facility availed by Samvardhana Motherson Holding (M) Private Limited. Further, loan facility is secured by pledge of Nil (Previous year : 9,000,000) equity shares of Motherson Sumi Systems Limited held by SAMIL and charges on its assets by way of Hypothecation over current account no. 916020013180296 held with Axis Bank Limited, Sector 16, Noida Branch.

Fully repaid during the year.

The applicable rate of interest is 6 month Euribor + 1.95%.

xiv) Loan amounting to INR 1,758 million (Previous year: INR Nil) secured by corporate guarantee given by SAMIL in respect of facility availed by Samvardhana Motherson Holding (M) Private Limited.

Repayable on or before September 2020.The applicable rate of interest is 6 month Euribor + 0.95%.

xv) Loan amounting to INR 12 million (Previous year: INR 12 million) secured by fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited.

Repayable in March 2019

The applicable rate of interest is 6 month Libor + 99bps.

xvi) Loan amounting to INR 10 million (Previous year: 10 million) secured by fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited.

Repayable in March 2019

The applicable rate of interest is 12 month Libor + 39bps.

xvii) Loan amounting to INR Nil million (Previous year: INR 691 million) secured by Corporate Guarantee given by SAMIL.

Fully repaid during the year

The applicable rate of interest is Euribor + 1.3%.

Long term Indian rupee loans from other than banks include:

i) Loan amounting to INR 11 million (Previous year: INR 17 million) for the purchase of Investment Property and is secured by that investment property of Motherson Sumi Systems Limited.

Repayable in monthly instalments till March 2020.

The applicable rate of interest is 9.85 %.

ii) Loan from a fi nance company amounting to INR Nil (Previous year : INR 1,747 million) has been secured by pledge of Nil (Previous year : 11,400,000) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repayment of the loan was due in a single installment in June 2018. However, SAMIL has prepaid in January 2018, carried interest rate @ 8.9% p.a.

Long term foreign currency loans from other than banks include:

i) INR 6 million (Previous year : INR 7 million) secured against the offi ce equipments for which this loan has been taken by MSSL Gmbh.

Repayable in monthly instalments until December 2021

The applicable rate of interest in respect of this loan is 4.309%

ii) INR 5 million (Previous year : INR 5 million) secured against the offi ce equipment for which this loan has been taken by MSSL Gmbh

Repayable in monthly instalments until October 2020.

The applicable rate of interest in respect of this loan is 3.43%”

Book 1.indb 142Book 1.indb 142 22-09-2018 15:59:1622-09-2018 15:59:16

Page 145: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 143

Nature of security Terms of repayment

Finance lease liabilities other than banks include

Finance Leases amounting to INR 432 million (Previous year: 545 million) are secured by hypothecation of assets underlying the leases.

INR 8 million (Previous year: INR 13 million) repayable in monthly instalments.

INR 134 million (Previous year: INR 220 million) repayable in quarterly instalments.

INR 238 million (Previous year: INR 312 million) repayable in monthly instalments.

INR 49 million (Previous year: Nil) repayable in monthly instalments.

INR 3 million (Previous year: Nil) repayable in monthly instalments.

The applicable rate of interest in respect of foreign currency fi nance lease liabilities other than banks is within a range of 3% to 6.4% (March 31, 2017: 2.5% to 7%).

Debenture

i) 200 (Previous year : 200) 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR 2,000 million (Previous Year: INR 2,000 million) allotted on November 19, 2015 have been secured by pledge of 13,500,000 (Previous year : 16,400,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

NCDs are due for redemption in December 2018.

Redemption on 9.9822% premium over face value calculated on the basis of 9.9822% YTM compounding annually.

ii) 200 (Previous year : 200) 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR 2,000 million (Previous Year: INR 2,000 million) allotted on December 3, 2015 have been secured by pledge of 12,800,000 (Previous year : 16,7000,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

NCDs are due for redemption in January 2019.

Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually.

iii) INR Nil (Previous year : 200) 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR Nil (Previous Year: INR 2,000 million) allotted on March 09, 2016 have been secured by pledge of Nil (Previous year : 12,200,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.75 times to be maintained.

200 NCDs redeemed in single instalment in August 2017.

Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually.

iv) INR Nil (Previous year : 120) 0% redeemable non convertible debentures having face value of INR 10 million each amounting to INR Nil (Previous Year: INR 1,200 million) allotted on September 1, 2016 have been secured by pledge of Nil (Previous year : 7,300,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.68 times to be maintained.

120 NCDs redeemed in single instalment in November 2017.

Redemption on 9.25% premium over face value calculated on the basis of 9.25% YTM compounding annually.

Book 1.indb 143Book 1.indb 143 22-09-2018 15:59:1622-09-2018 15:59:16

Page 146: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

144 Annual Report 2017-18

Nature of security Terms of repayment

41/8 % Senior secured notes due 2021

Loan amounting to INR Nil (Previous year: INR 34,181 million) secured by:

- Guarantee given by some of the material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.

- 100% share pledge of material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.

- Assets security given by some subsidiaries of Samvardhana Motherson Automotive Systems Group B.V

The Notes bear interest at a rate of 4.125% payable semi-annually on 15th January and 15th July of each year and will mature on 15th July, 2021.

The Notes carry a prepayment option and as per the terms of the indenture, the Group may at any time on or after 15th July, 2017, redeem all or part of the Notes by paying the redemption prices set forth in the indenture. Prior to 15th July, 2017, the Group is entitled at its option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to July 15, 2017, the Group may redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings.

The same is fully repaid during the year.

3.7% Senior secured notes due 2025

Loan amounting to INR 7,839 million (Previous year: INR 6,836 million) secured by:

- Guarantee given by some of the material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.

- 100% share pledge of material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.

- Assets security given by some subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.

The Notes bear interest at a rate of 3.70% payable annually on 18th June each year and will mature on 18th June, 2025.

The Notes carry a prepayment option and as per the terms of the indenture the Group may at any time prior to June 18, 2025, redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption, plus a “make-whole” premium. In addition, prior to June 18, 2025, the subsidiary may redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings.

47/8 % Senior secured notes due 2021

Loan amounting to INR 25,448 million (Previous year: INR 25,678 million) secured by:

The Notes are structured as senior secured obligations and will rank pari passu in right of payment with all the existing and future senior obligations of Samvardhana Motherson Automotive Systems Group B.V., including the obligations under the 2025 Notes, the 2021 Notes and the Revolving Credit Facilities. The Notes are guaranteed on a senior secured basis by certain subsidiaries of Samvardhana Motherson Automotive Systems Group B.V. and are secured by share pledge and security interests granted over certain property and assets of Samvardhana Motherson Automotive Systems Group B.V. and certain of its subsidiaries.

The Notes bear interest at a rate of 4.875% payable semi annually on June 16 & December 16 each year and will mature on 16th December, 2021.

The Notes carry a prepayment option and as per the terms of the indenture, the Group may at any time on or after June 16, 2019, redeem all or part of the Notes by paying the redemption prices set forth in the indenture. Prior to June 16, 2019, the Group is entitled at its option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to June 16, 2019, the Group may redeem, at its option, up to 35% of the principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of the Notes, plus accrued and unpaid interest, if any, up to the redemption date.

Book 1.indb 144Book 1.indb 144 22-09-2018 15:59:1622-09-2018 15:59:16

Page 147: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 145

Nature of security Terms of repayment

1.8% Senior secured notes due 2024

Loan amounting to INR 23,515 million (Previous year: Nil) secured by:

The Notes are senior obligations of SMRP BV and rank pari passu in right of payment with all the SMRP BV’s existing and future senior obligations that are not subordinated in right of payment to the Notes, including the SMRP BV’s obligations under the existing Notes and the Revolving Credit Facilities. The Notes are guaranteed on a senior basis by SMRP BV and certain of its subsidiaries and are also secured by security interests granted over certain property and assets of the SMRP BV and certain of its subsidiaries.

The Notes were issued at 99.299% of the nominal value and carry coupon at a rate of 1.80% payable annually on July 06th each year and will mature on July 06, 2024.

The Notes are listed on the Irish Stock Exchange and trade on the Global Exchange Market.

(b) Terms of repayment for unsecured borrowings:

Nature of security Terms of repayment

4.25% Senior unsecured bond due 2018

Loan amounting to INR 2,612 million (Previous year : INR 2,404 million)

The bonds bear interest at a rate of 4.25% payable annually on 20th September of each year and will mature on September 20, 2018 at par.

The bonds constitute direct, unsecured and unguaranteed obligations of the Issuer ranking pari passu among each other and with all other unsecured and unsubordinated indebtedness of the Issuer, save for such obligations as may be preferred by mandatory provisions of law.

Unsecured rupee term loans from banks -

Loan amounting to Nil (Previous year: INR 3 million)

Fully repaid during the year

The applicable rate of interest is within range of 9.75% to 10.00%.

Unsecured foreign currency term loans from banks -

i) Loan amounting to Nil (Previous year: INR 12 million) against:

- Negative lien on pledge of shares of operating subsidiaries of Samvardhana Motherson Refl ectec Group Holdings Limited (SMR)

- Negative lien on assets of operating subsidiaries for any loan availed in operating subsidiaries of SMR over and above Euro 30 million on consolidated basis.

- Undertaking from SAMIL and Motherson Sumi Systems Limited that they would not reduce their shareholding in SMR below 75%.

Fully repaid during the year.

The applicable rate of interest is 1.5%

ii) Loan amounting to INR 7 million (Previous year: INR 8 million).

Repayable in 55 equal monthly instalments (after 5 months moratorium) until February 2021.

Book 1.indb 145Book 1.indb 145 22-09-2018 15:59:1622-09-2018 15:59:16

Page 148: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

146 Annual Report 2017-18

Nature of security Terms of repayment

iii) Loan amounting to INR 18 million (Previous year: INR 39 million)

Repayable in equal monthly instalments commencing from September 2014 upto September 2018.

The applicable rate of interest is 5.6 %

iv) Loan amounting to INR 21 million (Previous year: INR 36 million)

Repayable in monthly instalments up to April, 2019.

Applicable interest rate of 4.74%.

v) Loan amounting to INR 8 million (Previous year: INR 20 million)

Repayable in equal monthly instalments commencing from September 2014 upto September 2018.

The applicable rate of interest is 5.6 %

vi) Loan amounting to INR Nil (Previous year: INR 982 million)

Fully repaid during the year.

The applicable rate of interest is Euribor + margin 0.85%

vii) Loan amounting to INR 147 million (Previous year: INR 207 million)

Repayable in 9 equal half yearly instalment from 36 month from date of each drawdown.

viii) Loan amounting to INR 21 million (Previous year: Nil)

Repayable in 36 equal monthly instalments until March 2021.

The applicable rate of interest is 1.05%

ix) Loan amounting to INR 121 million (Previous year: Nil)

Repayable in monthly instalments upto October 2020.

The applicable rate of interest is 5%

ix) Loan amounting to INR 31 million (Previous year: Nil)

Repayable in monthly instalments upto February 2023.

The applicable rate of interest is 5%

Unsecured Indian rupee loans from other than banks -

Interest free loan of INR 31 million (Previous year: INR 32 million) is repayable in November 2022 entirely in one instalment, against which the bank guarantee is furnished by Motherson Sumi Systems Limited.

Loan amounting to INR Nil (Previous year: INR 333 million), repayment of the loan was due in a single installment in May 2018. However, SAMIL has prepaid in January 2018, carried interest rate @ 9.1% p.a.

Loan Amounting to INR Nil (Previous year : INR 9 million) was repayable on June 30, 2019.

However fully repaid during the year.

The applicable rate of interest is 13% p.a.

Loan Amounting to INR 1 million (Previous year : Nil) repayable in March 22, 2021.

The applicable rate of interest is 9% p.a.

Book 1.indb 146Book 1.indb 146 22-09-2018 15:59:1622-09-2018 15:59:16

Page 149: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 147

Nature of security Terms of repayment

Unsecured foreign currency loans from other than banks -

Loan amounting to INR 21 million (Previous year: 18 million) with no fi xed repayments terms carrying Prime rate interest applicable in South Africa, which is 10.25%.

Loan amounting to INR 52 million (Previous year: INR 51 million) repayable in half yearly instalments until March 2024.

Loan amounting to INR 42 million (Previous year: INR 42 million) repayable in 10 yearly instalments commencing from 2074.

Loan amounting to INR 36 million (Previous year: INR 61 million) repayable annually with fi nal maturity in July 2026 carrying interest rate of 5%

Loan amounting to INR 18 million (Previous year: INR 19 million) repayable in various instalments up to February 2023 carrying interest rate of 5%

Loan amounting to INR 6 million (Previous year: INR 5 million) fully repayable in fi nancial year 2018-19 carrying interest rate of 5%

Loan amounting to INR 7 million (Previous year: INR 7 million) to be repaid by December 2023 carrying interest rate of 5%

Loan amounting to INR 133 million (Previous year: INR 130 million). Interest free loan to be repaid yearly.

Loan amounting to INR 71 million (Previous year: INR 75 million) carrying interest rate of 3.95% to be repaid upto November 2022.

Loan amounting to INR 545 million (Previous year: INR 491 million). Interest free loan to be repaid until 2025.

Loan amounting to INR 14 million (Previous year: INR 25 million) repayable in quarterly instalments up to May, 2020 carrying interest rate of 4%.

Loan amounting to Nil (Previous year: INR 18 million) carrying interest rate of 4%, fully repaid during the year.

Loan amounting to INR 5 million (Previous year: INR 5 million) repayable in March 2020.

The applicable rate of interest is Libor 6M+ 250 bps.

Book 1.indb 147Book 1.indb 147 22-09-2018 15:59:1622-09-2018 15:59:16

Page 150: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

148 Annual Report 2017-18

Nature of security Terms of repayment

Loan amounting to INR 138 million (Previous year: INR 119 million) repayable in October 2019.

The applicable rate of interest is Euribor 6M+ 250 bps.

Loan amounting to INR 4 million (Previous year: INR 3 million) repayable in September 2019.

The applicable rate of interest is Euribor 6M+ 250 bps.

Loan amounting to INR 5 million (Previous year: INR 6 million) repayable in December 2019.

The applicable rate of interest is Libor 6M+ 250 bps.

Loan amounting to INR 10 million (Previous year: INR 8 million) repayable in June 2018.

The applicable rate of interest is Euribor 6M+ 250 bps.

Loan amounting to INR 125 million (Previous year: INR 125 million) repayable in March 2020.

The applicable rate of interest is Libor 6M+ 350 bps.

Loan amounting to INR 2 million (Previous year : INR 2 million) repayable in April 2019.

The applicable rate of interest is Libor 6M+ 250 bps.

INR 16 million (Previous year : 12 million) repayable on September 30, 2018 carrying 3% interest rate.

Loan amounting to INR 7 million (Previous year: INR 5 million) repayable in December 2019.

The applicable rate of interest is Euribor 6M+ 250 bps.

Unsecured fi nance lease other than banks - INR 5 million (Previous year: INR 12 million) repayable in monthly instalments till life of assets purchased.

The applicable rate of interest is within range of 0.3% to 2.6%.

6 Deferred tax liabilities (net)

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Deferred tax liabilities

Property, plant and equipment, investment property and intangible assets 1,867 2,089

Others 1,234 425

Less:

Deferred tax assets

Employee benefi ts (6) (2)

Total 3,095 2,512

Note : Deferred tax assets and deferred tax liabilities have been offset to the extent they relate to the same governing taxation laws.

Book 1.indb 148Book 1.indb 148 22-09-2018 15:59:1622-09-2018 15:59:16

Page 151: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 149

7 Other long-term liabilities

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Trade payables 859 435

Other payables:

Advance from customers 79 35

Unearned revenue 3,748 1,743

Retention money 12 20

Security deposit received 70 78

Advance recovery from employees 72 50

Premium on redemption of debentures - 597

Interest accrued but not due on borrowings - 58

Mark to market liability for cross currency swap - 10

Derivative liability not designated as hedge 2,200 -

Government grant 81 -

Others 93 261

Total 7,214 3,287

8 Long-term provisions

Particulars As atMarch 31, 2018

As atMarch 31, 2017

i) Provision for employee benefi ts

Gratuity and pensions (refer note 36) 1,433 1,148

Compensated absences 317 259

Longevity / Jubilee bonus 215 183

Others 759 635

ii) Other provisions

For warranties (refer note 43) 235 112

For litigations (refer note 43) 44 64

Others 10 22

Total 3,013 2,423

Book 1.indb 149Book 1.indb 149 22-09-2018 15:59:1622-09-2018 15:59:16

Page 152: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

150 Annual Report 2017-18

9 Short-term borrowings

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Secured:

i) Loans repayable on demand- from banks

- Rupee loan1 443 306

- Foreign Currency loan2 8,987 1,599

ii) Other short term loans - from banks

- Rupee loan3 34 -

- Foreign currency loan4 1,641 152

iii) Other short term loans - from others

- Rupee loan5 1,350 400

Unsecured:

i) Loans repayable on demand- from banks

- Rupee loan - 62

- Foreign currency loan 525 843

ii) Other short term loans - from banks

- Rupee loan 0 -

- Foreign currency loan 1,976 514

iii) Other short term loans - from others

- Commercial paper - 1,390

- Foreign currency loan 1,244 981

iv) Loans and advances from related parties 311 544

Total 16,511 6,791

Nature of Security for secured borrowings:

1 INR 5 million (Previous year: INR 13 million) repayable on demand, secured by fi rst pari passu charge on entire current assets of Motherson Sumi Systems Limited including receivables, both present and future and second pari passu charge over the property, plant and equipments of Motherson Sumi Systems Limited including equitable mortgage of specifi ed properties.

INR 11 million (Previous year: INR 47 million) secured by exclusive charge on the current assets and exclusive fi rst charge on movable and immovable property, plant and equipments of the Fritzmeier Motherson Cabin Engineering Limited.

INR 69 million (Previous year: INR 49 million) secured by exclusive charge on all current assets and immovable & movable property, plant and equipments of Motherson Advanced Tooling Solutions Limited, both present and future and Corporate Guarantee given by SAMIL.

INR 153 million (Previous year: INR 183 million) primary secured by hypothecation of entire current assets of Motherson Infotech and Design Limited including receivables, both present and future and collateral secured by equitable mortgage of land/building (plot measuring 19191.58 sq. meters) located at C-26, Sector-62, Noida.

INR Nil (Previous year: INR 14 million) repayable on demand, fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited.

Book 1.indb 150Book 1.indb 150 22-09-2018 15:59:1622-09-2018 15:59:16

Page 153: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 151

INR 185 million (Previous year: INR Nil) secured by fi rst pari-passu charge both present and future on all current assets of MS Global India Automotive Private Limited.Collateral charge on movable property, plant and equipments of MS Global India Automotive Private Limited, both present & future.

INR 16 million (Previous year: INR Nil) secured by exclusive fi rst charge on current assets of Motherson Bergstrom HVAC Solutions Private Limited, both present & future. Collateral charge on property, plant and equipments of Motherson Bergstrom HVAC Solutions Private Limited, both present & future.

INR 4 million (Previous year: INR Nil) fi rst charge by way of hypothecation of Stock and book debts of Samvardhana Motherson Auto Component Private Limited and Corporate Guarantee given by SAMIL.

2 INR 425 million (Previous year: INR 440 million) secured by charge on the inventory and receivables of MSSL Wiring System Inc.

INR 1,018 million (Previous year: INR 32 million) secured by fi rst pari passu charge on entire current assets of SMP Automotive Systems Mexico S.A. de C.V. including receivables, both present and future and second pari passu charge over the property, plant and equipments of SMP Automotive Systems Mexico S.A. de C.V. including equitable mortgage of specifi ed properties.

Rs 21 million (Previous year: Nil) secured over land building and receivables of MSSL Gmbh

INR 724 million (Previous year: INR 1,114 million ) secured over the inventory and receivables of SMP Automotive Interiors (Beijing) Co. Ltd.

INR 49 million (Previous year: INR 13 million) fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited.

INR 784 million (Previous year: Nil) is secured against pledge on the share of SMP Automotive Technology Iberica S.L.U.

INR 5,966 million (Previous year: Nil) is secured against gaurantee of Samvardhana Motherson Automotive Systems Group BV (SMRP BV) and certain subsidiaries represents carved out ancillary limit as per the Revolving Facility Agreement and is secured by same collateral that secure the 41/8% senior secured note.

3 INR 34 million (Previous year: INR Nil) secured by exclusive charge on all current assets of Motherson Sintermetal Technology Limited and Corporate Guarantee given by SAMIL.

4 INR 110 million (Previous year: INR 54 million) secured by documents of title to goods/ accepted bills, omnibus counter guarantee of Magneti Marelli Motherson Auto Systems Limited and by exclusive fi rst charge on current assets of Magneti Marelli Motherson Auto Systems Limited, both present & future. Collateral charge on property, plant and equipments of Magneti Marelli Motherson Auto Systems Limited, both present & future. Comfort Letter issued by SAMIL & Magneti Marelli, Spa Italy for cash credit facility.

INR 331 million (Previous year: Nil) secured against land & buildig of SMR Hyosang Automotive Ltd.

Nil (Previous year: INR 75 million) secured by bank deposit of SMR Automotive Yancheng Compcany Ltd.

INR 13 million (Previous year: INR 18 million ) secured over the inventory and receivables of Motherson Elastomers Pty Limited.

INR 7 million ( Previous year: INR 5 million), secured by hypothecation of Inventory & Book Debts and second charge on property, plant and equipments of Magneti Marelli Motherson Shock Absorbers India Private Limited.

INR 1,180 million (Previous year: INR Nil) secured by Corporate Guarantee given by SAMIL payable in one year from date of utilisation i.e March 2019.

5 Nil (Previous year : INR 400 million) has been secured by pledge of 29,500 (Previous year: 2,600,000) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repayment was due in a single installment in February 2018. However, SAMIL has prepaid in January 2018, carried interest rate @ 8.3% p.a.

INR 1,350 million (March 31, 2017 : INR Nil) has been secured by pledge of 9,600,000 (March 31,2017: Nil) equity shares held in Motherson Sumi Systems Limited. Security cover margin of 2 times to be maintained.

Repayable in November 2018, carrying interest rate @ 7.8% which is payable on maturity.

(Short-term borrowings carry interest rate ranging from 2% to 12% and applicable inter bank lending rate for loan currency / applicable base rate of commercial banks of the country of borrower plus spread of 0.0% to 5.0%.

Book 1.indb 151Book 1.indb 151 22-09-2018 15:59:1622-09-2018 15:59:16

Page 154: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

152 Annual Report 2017-18

10 Trade payables

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Total outstanding dues of micro and small enterprise 1 81 53

Total outstanding dues of creditors other than micro and small enterprises 78,468 65,135

Total 78,549 65,1881 Information in respect of Indian entities

11 Other current liabilities

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Current maturities of long term debt (refer note 5) 7,464 4,293

Current maturities of fi nance lease obligations (refer note 5) 216 218

Interest accrued but not due on borrowings 982 892

Interest accrued and due on borrowings 7 6

Capital payable 885 921

Unearned revenue 3,513 4,488

Unpaid dividends 11 9

Employee benefi ts payable 7,552 6,625

Statutory dues payable 4,620 4,110

Advances received from customers 8,041 5,835

Security deposit received 3 2

Advance recovery from employees 30 41

Premium on redemption of debentures 1,040 282

Mark to market liability on forward contracts 569 25

Others payables 3,688 3,884

Total 38,621 31,631

12 Short-term provisions

Particulars As atMarch 31, 2018

As atMarch 31, 2017

i) Provision for employee benefi ts

Gratuity and pensions (refer note 36) 83 93

Compensated absences 84 74

Restructuring/ severance costs 99 130

Others 77 52

ii) Other provisions

For warranties (refer note 43) 1,178 1,002

For other litigations (refer note 43) 62 304

For onerous contracts (refer note 43) - 9

For income tax (net of advance income tax)1

1,778 1,262

Others 170 111

Total 3,531 3,0371 Advance income tax and provision for tax has been offset to the extent they relate to the same governing taxation laws.

Book 1.indb 152Book 1.indb 152 22-09-2018 15:59:1622-09-2018 15:59:16

Page 155: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 153

13

Pro

per

ty, p

lan

t an

d e

qu

ipm

ent

(Mar

ch 3

1, 2

018)

(Refe

r n

ote

2.4

, 2.5

, 2.6

and

2.7

)

Gro

ss b

lock

Dep

reci

atio

n / A

mor

tizat

ion

Net

blo

ck

Par

ticul

ars

As

at

Apr

il 01

, 20

17

Add

ition

s on

ac

coun

t of

acqu

isiti

on3

Add

ition

s du

ring

the

year

Del

etio

ns

/ Sal

e /

Adj

ustm

ents

Oth

er

adju

stm

ent

4a &

4b

Exc

hang

e tr

ansl

atio

n ad

just

men

t

Tota

l as

at M

arch

31

, 201

8

As

at

Apr

il 01

, 20

17

Add

ition

s on

ac

coun

t of

acqu

isiti

on3

Dep

reci

atio

n /

Am

ortiz

atio

n fo

r the

yea

r1 &

2

Dep

reci

atio

n/

Am

ortiz

atio

n on

Del

etio

ns

/Sal

e/A

djus

tmen

ts

Oth

er

adju

stm

ent 4a

Exc

hang

e tr

ansl

atio

n ad

just

men

t

Tota

l as

at M

arch

31

, 201

8

As

at

Mar

ch

31, 2

018

Ow

n as

sets

Fre

ehold

land

6,3

49

-368

87

(2,3

94)

406

4,6

42

--

--

--

-4,6

42

Lease

hold

imp

rove

ments

413

5112

71

113

26

598

208

-79

38

66

20

335

263

Build

ing

27,9

04

304

4,9

17

3(5

73)

2,9

63

35,5

12

7,0

03

48

1,1

72

16

(199)

803

8,8

11

26,7

01

Pla

nt and

machin

ery

99,5

06

1,6

11

13,0

60

1,0

47

(1,6

63)

10,1

59

121,6

26

61,6

99

633

7,7

75

713

(1,2

34)

6,5

35

74,6

95

46,9

31

Furn

iture

and

fi xt

ure

s5,2

33

20

1,0

91

202

31

686

6,8

59

3,5

34

8787

200

20

458

4,6

07

2,2

52

Offi

ce e

quip

ments

1,4

72

94

209

21

27

161

1,9

42

1,1

18

33

148

14

11

122

1,4

18

524

Com

pute

rs2,6

17

8535

45

72

279

3,4

66

2,0

56

5373

56

61

232

2,6

71

795

Vehic

les

378

569

60

835

435

281

141

51

325

300

135

Air

Cra

ft-

-401

--

26

427

--

21

1-

121

406

Tota

l143,8

72

2,0

47

20,7

62

1,5

36

(4,3

79)

14,7

41

175,5

07

75,8

99

728

10,3

96

1,0

89

(1,2

72)

8,1

96

92,8

58

82,6

49

Lease

hold

land

1,8

02

40

100

-(2

49)

144

1,8

37

249

228

1(5

)31

304

1,5

33

Ass

ets

take

n on

fi na

nce

leas

e

Build

ing

896

-102

-(1

2)

112

1,0

98

353

-31

-(5

)50

429

669

Pla

nt and

machin

ery

2,0

01

--

90

20

261

2,1

92

1,3

69

-149

98

7204

1,6

31

561

Furn

iture

and

fi xt

ure

s28

-3

--

233

12

-4

--

117

16

Offi

ce e

quip

ments

0-

--

--

0-

--

--

--

0

Com

pute

rs7

-4

--

-11

7-

1-

--

83

Vehic

les

--

-8

11

14

--

26

61

31

Tota

l2,

932

-10

998

1937

63,

338

1,74

1-

187

104

825

62,

088

1,25

0

Tota

l pro

pert

y, p

lant

and

eq

uipm

ent

148,

606

2,08

720

,971

1,63

4(4

,609

)15

,261

180,

682

77,8

8973

010

,611

1,19

4(1

,269

)8,

483

95,2

5085

,432

Inta

ngib

le a

sset

s

Good

will

on a

cq

uis

ition a

nd

conso

lidatio

n24,1

40

594

--

(806)

2,1

83

26,1

11

578

-307

-(1

)2

886

25,2

25

Technic

al k

now

how

fees

368

-19

2(3

)29

411

263

-43

3(4

)26

325

86

Busi

ness

and

com

merc

ial

Rig

hts

2,3

80

--

-158

422

2,9

60

1,4

57

-235

7(1

5)

264

1,9

34

1,0

26

Inte

llectu

al p

rop

ert

y rig

hts

375

-2

-(5

)60

432

366

-4

-(5

)59

424

8

Softw

are

3,3

51

2399

70

(295)

328

3,7

15

2,3

72

-313

70

(78)

287

2,8

24

891

Tota

l int

angi

ble

asse

ts30

,614

596

420

72(9

51)

3,02

233

,629

5,03

6-

902

80(1

03)

638

6,39

327

,236

Book 1.indb 153Book 1.indb 153 22-09-2018 15:59:1622-09-2018 15:59:16

Page 156: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

154 Annual Report 2017-18

Pro

per

ty, p

lan

t an

d e

qu

ipm

ent

(Mar

ch 3

1, 2

017)

Gro

ss b

lock

Dep

reci

atio

n / A

mor

tizat

ion

Net

blo

ck

Par

ticul

ars

As

at

Apr

il 01

, 20

16

Add

ition

s on

ac

coun

t of

acqu

isiti

on3

Add

ition

s du

ring

the

year

Del

etio

ns

/ Sal

e /

Adj

ustm

ents

Oth

er

adju

stm

ent

Exc

hang

e tr

ansl

atio

n ad

just

men

t

Tota

l as

at M

arch

31

, 201

7

As

at

Apr

il 01

, 20

16

Add

ition

s on

ac

coun

t of

acqu

isiti

on3

Dep

reci

atio

n / A

mor

tizat

ion

for

the

year

1

& 2

Dep

reci

atio

n/

Am

ortiz

atio

n on

Del

etio

ns

/ Sal

e/A

djus

tmen

ts

Oth

er

adju

stm

ent

Exc

hang

e tr

ansl

atio

n ad

just

men

t

Tota

l as

at M

arch

31

, 201

7

As

at

Mar

ch

31, 2

017

Ow

n as

sets

Fre

ehold

land

5,5

80

104

1,2

01

3(3

55)

(178)

6,3

49

--

--

--

-6,3

49

Lease

hold

imp

rove

ments

344

10

72

-(7

)(6

)413

178

10

31

-(5

)(6

)208

205

Build

ing

23,9

40

674

4,9

77

-(1

96)

(1,4

91)

27,9

04

5,9

88

391

1,0

18

18

(94)

(282)

7,0

03

20,9

01

Pla

nt and

machin

ery

87,9

16

5,4

73

13,4

26

1,4

66

(1,2

21)

(4,6

22)

99,5

06

55,5

22

3,5

98

6,9

68

966

(706)

(2,7

17)

61,6

99

37,8

07

Furn

iture

and

fi xt

ure

s5,2

15

20

774

413

(55)

(308)

5,2

33

3,5

48

15

712

520

(30)

(191)

3,5

34

1,6

99

Offi

ce e

quip

ments

1,2

02

67

330

36

(18)

(73)

1,4

72

941

59

107

58

(13)

82

1,1

18

354

Com

pute

rs2,3

53

-501

67

(33)

(137)

2,6

17

1,9

90

-269

67

(26)

(110)

2,0

56

561

Vehic

les

427

-22

43

(9)

(19)

378

305

-34

37

(6)

(15)

281

97

Tota

l12

6,97

76,

348

21,3

032,

028

(1,8

94)

(6,8

34)

143,

872

68,4

724,

073

9,13

91,

666

(880

)(3

,239

)75

,899

67,9

73

Lease

hold

land

1,9

78

-20

-(9

1)

(105)

1,8

02

245

-24

1(4

)(1

5)

249

1,5

53

Ass

ets

take

n on

fi na

nce

leas

e

Build

ing

1,5

48

--

557

(16)

(79)

896

433

-23

69

(3)

(31)

353

543

Pla

nt and

machin

ery

2,2

86

27

-248

(25)

(39)

2,0

01

1,4

24

6179

159

(12)

(69)

1,3

69

632

Furn

iture

and

fi xt

ure

s19

-10

--

(1)

28

11

-2

--

(1)

12

16

Offi

ce e

quip

ments

0-

--

--

0-

--

--

--

0

Com

pute

rs7

--

--

-7

7-

--

--

7-

Tota

l3,

860

2710

805

(41)

(119

)2,

932

1,87

56

204

228

(15)

(101

)1,

741

1,19

1

Tota

l pro

pert

y, p

lant

and

eq

uipm

ent

132,

815

6,37

521

,333

2,83

3(2

,026

)(7

,058

)14

8,60

670

,592

4,07

99,

367

1,89

5(8

99)

(3,3

55)

77,8

8970

,717

Inta

ngib

le a

sset

s

Good

will

on a

cq

uis

ition a

nd

conso

lidatio

n12,8

46

11,3

38

252

-(3

1)

(265)

24,1

40

579

--

-(1

)(0

)578

23,5

62

Technic

al k

now

how

fees

338

-52

-(2

)(2

0)

368

242

-40

1(1

)(1

7)

263

105

Busi

ness

and

com

merc

ial

Rig

hts

122

2,2

66

--

(1)

(7)

2,3

80

90

1,3

60

12

-(1

)(4

)1,4

57

923

Inte

llectu

al p

rop

ert

y rig

hts

502

--

81

(5)

(41)

375

418

(35)

23

-(3

)(3

7)

366

9

Softw

are

2,4

08

764

374

5(2

3)

(167)

3,3

51

1,9

51

356

224

14

(17)

(128)

2,3

72

979

Tota

l int

angi

ble

asse

ts16

,216

14,3

6867

886

(62)

(500

)30

,614

3,28

01,

681

299

15(2

3)(1

86)

5,03

625

,578

1 In

clu

des

imp

air

ment i

n r

esp

ect o

f good

will

aris

ing

on c

onso

lidatio

n o

f Moth

ers

on S

inte

rmeta

l Technolo

gy

BV

& M

oth

ers

on S

inte

rmeta

l Pro

ducts

SA

am

ountin

g to

INR

37 m

illio

n (

Pre

vious

year

: Nil)

and

Moth

ers

on T

echno T

ool

Lim

ited

IN

R 2

70 m

illio

n (

Pre

vious

year

: N

il) (

refe

r note

50)

2 Inclu

des

dep

recia

tion o

f IN

R 2

mill

ion (

Pre

vious

year

: IN

R 3

mill

ion)

cap

italiz

ed

durin

g the y

ear

on a

ssets

use

d for

cre

atio

n of se

lf g

enera

ted

ass

ets

. (r

efe

r note

29)

3 O

n a

ccount of acq

uis

itions

mad

e d

urin

g the y

ear

(refe

r note

47)

4a In

clu

des

am

ount o

n a

ccount o

f chang

e in

share

hold

ing

in M

oth

ers

on S

um

i Sys

tem

s Lim

ited

conse

quent t

o s

ale

of s

hare

s held

by

Com

pany

and

sale

of s

hare

hold

ing

in N

achi M

oth

ers

on T

ool T

echnolo

gy

Lim

ited

and

Nachi

Moth

ers

on P

recis

ion P

rivate

Lim

ited

.4

b I

nclu

des

recla

ssifi

catio

n o

f th

e la

nd

and

deve

lop

ment

rights

inte

nd

ed

for

leasi

ng

am

ountin

g t

o I

NR

2,3

69 m

illio

n f

rom

pro

pert

y, p

lant

and

eq

uip

ments

to in

vento

ry.

As

a r

esu

lt of

chang

e in

sub

seq

uent

use

of

these

ass

ets

, M

anag

em

ent is

of th

e v

iew

that th

ese

land

parc

els

are

now

held

for

deve

lop

ment and

long

term

lease

. (r

efe

r note

49).

5 C

ontr

actu

al o

blig

atio

ns:

Refe

r note

34 for

dis

clo

sure

on c

ontr

actu

al c

om

mitm

ents

for

the a

cq

uis

ition o

f p

rop

ert

y, p

lant and

eq

uip

ment.

6 D

urin

g t

he y

ear

end

ed

Marc

h 3

1,

2018,

the g

roup

has

cap

italis

ed

borr

ow

ing

cost

s am

ountin

g t

o I

NR

428 m

illio

n (

Pre

vious

year

: IN

R 2

86 m

illio

n)

as

qualif

ying

ass

ets

. B

orr

ow

ing

cost

s w

ere

cap

italis

ed

at

weig

hte

d a

vera

ge

rate

of its

genera

l borr

ow

ing

s of 2.9

8%

(P

revi

ous

year

: 4%

).

Book 1.indb 154Book 1.indb 154 22-09-2018 15:59:1622-09-2018 15:59:16

Page 157: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 155

14 Non-current investments 1

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Long-term investment:

Trade Investment Property (at cost less accumulated depreciation)

Cost of buildings 801 710

Additions/(deletions):

Deletion on account of change in holding 2 (16) (11)

Additions during the year 245 132

Add/(less): Exchange translation adjustment 100 (30)

Gross Block (A) 1,130 801

Accumulated depreciation:

As at April 1, 2017 294 277

Additions/(deletions):

Deletion on account of change in holding 2 (4) (3)

Depreciation for the year 42 20

Add/(less): Exchange translation adjustment 44 0

Accumulated depreciation (B) 376 294

Net Block (A-B) 754 507

Trade Investment (Unquoted, valued at cost) 3

Investment in associates:

i. Re-time Pty Limited (held by SMR)

350 (Previous year : 350) equity shares of AUD 1/- each fully paid up

Net asset value as at the beginning of the year 11

Deletion on account of change in holding2 (0)

Add: Share of profi t/ (loss) for current year (3)

Add: Exchange difference 0 8 11

ii.Hubei Zhengao PKC Automotive wiring Company Ltd (held by PKC)

Investment made during the year 204

Add: Share of profi t/ (loss) for current year 19

Less: Exchange difference (6) 217 -

Investment in others:

Purpurin Grundstücksverwaltungsgesellschaft mbH & Co. Vermietungs KG (held by SMP)

0 0

94 (Previous year : 94) equity shares of Euro 51.129 each fully paid up

Book 1.indb 155Book 1.indb 155 22-09-2018 15:59:1622-09-2018 15:59:16

Page 158: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

156 Annual Report 2017-18

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Other Investments (valued at cost, unless stated otherwise)

Investment in equity instruments:

Quoted:

Ssangyong Motor Corporation (held by SMR) 8 8

18,040 (Previous year : 18,040) equity shares of Euro 3.394 each fully paid up

Unquoted:

i. Systematic Conscom Limited 1 1

2,500 (Previous year : 2,500) equity shares of INR 10/- each fully paid up

ii. ETECHACES Marketing & Advertising Private Limited 50 50

455 (Previous year : 455) equity shares of 10/- each fully paid up

iii.CAPARO Private Limited (held by Calsonic Kansei Motherson Auto Products Private Limited. )

0 0

200 (Previous year : 200) equity shares of INR 10/- each fully paid up

iv. Echanda Urja Private Ltd (held by MSSL) 0 0

120,645 Equity shares (Previous year: 35,000) of INR 10/- each fully paid-up

v. Tulsyan NEC Limited (held by MSSL) 0 1

63,750 Equity shares (Previous year: 63,750) of INR 30/- each fully paid-up

vi.Cauvery Power Generation Chennai Private Limited (held by Fritzmeier Motherson Cabin engineering Private Limited)

1 -

140,000 (Previous year : Nil) equity shares of INR 10/- each fully paid up

vii. Wisetime Oy (Held by PKC) 18 16

19 (Previous year: 19) shares

viii.OPG Power Generation Private Limited (Held by MS Global India Automotive Private Limited)

0 -

26,500 Equity shares (Previous year: Nil) of INR 10/- each fully paid-up

Investment in prefrence shares:

Unquoted:

i. Comunidad de Vertidos, “Les Carrases” (held by SMR) 5 4

9.98% prefrence share of EUR 61,334 (Previous year : EUR 61,334) fully paid up

ii.Saavn Global Holdings Ltd. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

1,674,872 (Previous year : 1,674,872) Series A preference shares of US$ 0.70/- per share

65 65

971,251 (Previous year : 971,251) Series B-3 preference shares of US$ 1.03/- per share

65 65

994,035 (Previous year : Nil) Series C preference shares of US$ 2.01/- per share

130 -

Book 1.indb 156Book 1.indb 156 22-09-2018 15:59:1622-09-2018 15:59:16

Page 159: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 157

Particulars As atMarch 31, 2018

As atMarch 31, 2017

iii. ETECHACES Marketing & Advertising Private Limited 130 130

1,000 (Previous year : 1,000) Compulsorily Convertible D Series preference shares of INR 100/- each fully paid up

iv.Gwynnie Bee Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

16 16

59,382 (Previous year : 59,382) Series A-8 preferred shares of US$ 0.001/- per share

v.League Apps Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

2,314,815 (Previous year : 2,314,815) Series A-1 preferred shares of US$ 0.27/- per share

41 41

248,026 (Previous year : 248,026) Series A-2 preferred shares of US$ 0.31/- per share

5 5

vi.iTutor.com Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

62 62

403,257 (Previous year: 403,257) Series Seed Preferred shares of US$ 5/- per share

vii.N H 2 Ltd. (shares received in lieu of surrendering of shares in Nano Holding) (held by SMR)

424 368

7,918,702 (Previous year: 7,918,702) units of GBP 0.1/- each

viii.CAPARO Private Limited (held by Calsonic Kansei Motherson Auto Products Private Limited)

0 0

2800 (Previous year : 2800) 2% cumulative redeemable preference shares of INR 10/- each fully paid up

ix. ConnectedYard (Held by SMR) 37 32

531,915 (Previous year: 531,915) Series A Preferred Stock

x. GC Web Ventures Private Limited 4 4

86 (Previous year : 86) Compulsorily Convertible Series C2 Preference Shares of INR 250/- each fully paid up

xi. OSSIA Inc.(held by SMR) 915 -

714,976 (March 31, 2017: Nil) Series D Preferred Stock

xii. Quanergy Systems Inc.(held by SMR) 801 -

171,528 (March 31, 2017: Nil) Series B Preferred Stock

Investment in debenture or bonds and other instruments:

Unquoted:

i. Daewoo Automotive securities (held by SMR) 0 0

5,861 (Previous year : 5,861) bonds of Euro 3.334 per bond

ii. Naya Health (Held by SMR) 10 9

1% Convertible Promissory Note

Book 1.indb 157Book 1.indb 157 22-09-2018 15:59:1722-09-2018 15:59:17

Page 160: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

158 Annual Report 2017-18

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Others:

Investment in antique arts (unquoted) (Held by PKC) 1 1

Investments (Gross) 3,768 1,396

Less: Provision for diminution in investments 4 29 -

Investments (Net) 3,739 1,396

Aggregate amount of quoted investments 8 8

Market value of quoted investments 5 11

Aggregate amount of unquoted investments 3,760 1,388

Aggregate amount of provision for diminution in investments 29 -

1 Number of shares represent total number of shares held by the respective group entity and does not represent the Group’s share2 On account of change in shareholding in Motherson Sumi Systems Limited consequent to sale of shares held by Company and sale of shareholding in Nachi Motherson Tool Technology Limited and Nachi Motherson Precision Private Limited.3 Trade investment represents investment made by the Group in shares or debentures of another company, to promote the trade or business of the Company.4 Provision for diminution in investments pertains to provision for investment in Series A preferred stock of ConnectedYard of INR 26 million (Previous year: nil) and equity shares of Ssangyong Motor Corporation of INR 3 million (Previous year: Nil)

15 Deferred tax assets (net)

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Deferred tax assets

Unabsorbed depreciation and tax losses 1,079 1,876

Property, plant and equipment, investment property and intangible assets 440 385

Provision for employee benefi ts 338 247

Provision for doubtful debts/advances/inventory 365 708

Others 3,188 512

Less:

Deferred tax liabilities

Property, plant and equipment, investment property and intangible assets (729) (43)

Others (92) (7)

Total 4,589 3,678

Note: Deferred tax assets and Deferred tax liabilities have been offset as they relate to the same governing taxation laws.

Book 1.indb 158Book 1.indb 158 22-09-2018 15:59:1722-09-2018 15:59:17

Page 161: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 159

16 Long-term loans and advances

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Capital advances

Secured, considered good 51 -

Unsecured, considered good 1,633 1,699

Unsecured, considered good (unless otherwise stated)

Security deposits 317 284

Security deposits to related parties (refer note 38) 98 183

Loans and advances 125 240

Advances to be recoverable in cash or in kind for value to be received 137 375

Other loans and advances

Advance income-tax (net of provisions) 1 1,173 562

Prepaid expenses 280 856

Loan to employees 17 15

Balances with statutory/ government authorities 412 226

Total 4,243 4,440

1 Advance income tax and provision for tax has been offset to the extent they relate to the same governing taxation laws.

17 Other non-current assets

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good (unless otherwise stated)

Long term trade receivables 10,057 6,757

Non current bank balance

- deposits with original maturity for more than 12 months 59 62

- margin money deposits 13 21

Non current derivative fi nancial assets - 239

Other receivables 274 309

Total 10,403 7,388

Book 1.indb 159Book 1.indb 159 22-09-2018 15:59:1722-09-2018 15:59:17

Page 162: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

160 Annual Report 2017-18

18 Current investments 1

Particulars As atMarch 31, 2018

As atMarch 31, 2017

At cost or market value, whichever is less

Quoted, Non-trade:

HDFC Bank Ltd. (held by MSSL) 0 0

2,035 (Previous year: 2,035) equity shares of INR 2/- each fully paid up

Balrampur Chini Mills Ltd (held by MSSL) 0 0

1,200 (Previous year:1,200) equity shares of INR 1/- each fully paid up

Jaysynth Dyechem Ltd (held by MSSL) 0 0

100 (Previous year:100) equity shares of INR 10/- each fully paid up

Meyer Apparel Limited (Formerly known as GIVO Ltd.) (held by MSSL) 0 0

28,475 (Previous year: 28,475) equity shares of INR 10/- each fully paid up

Mahindra & Mahindra Ltd. (held by MSSL) 0 0

7,288 (Previous year: 3,644) equity shares of INR 5/- each fully paid up

Arcotech Limited (held by MSSL) 0 0

1000 (Previous year: 200) equity shares of INR 10/- each fully paid up

Unquoted, Non-trade:

Pearl Engineering Polymers Ltd. (held by MSSL) 0 0

3,160 (Previous year: 3,160) equity shares of INR 10/- each fully paid up

Daewoo Motors Limited (held by MSSL) 0 0

6,150 (Previous year: 6,150) equity shares of INR 10/- each fully paid up

Athena Financial Services Limited (held by MSSL) 0 0

66 (Previous year: 66) equity shares of INR 10/- each fully paid up

Inox Leasing & Finance Limited (held by MSSL) 0 0

100 (Previous year: 100) equity shares of INR 10/- each fully paid up

Investments (Net) 0 0

Aggregate amount of quoted investments 0 0

Market value of quoted investments 3 2

Aggregate amount of unquoted investments 0 0

1 Number of shares represent total number of shares held by the respective group entity and does not represent the Group’s share

Book 1.indb 160Book 1.indb 160 22-09-2018 15:59:1722-09-2018 15:59:17

Page 163: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 161

19 Inventories 1

(valued at lower of cost and net realisable value)

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Raw materials 14,817 11,907

Work in progress 2 43,276 26,610

Finished goods (manufactured) 5,147 4,339

Traded goods 453 267

Stores and spares 2,018 1,190

Loose tools 17 15

Total 65,728 44,328

Includes inventory in transit of:

Raw materials 783 734

Finished goods 253 230

Traded goods 4 6

Stores and spares 2 3

1 During the year ended March 31, 2018, the Group has written down inventories to net realisable value (net of reversal of written down related to goods sold during the year at price equal to or above cost) and also made provision in respect of obsolete / slow moving items amounted to INR 93 million (Previous year : INR 170 million). These were recognised as an expense during the year and included in changes in value of inventories of work-in-progress, stock-in-trade and fi nished goods in statement of profi t or loss.2 Includes project cost of INR 1,732 million (net of provision of INR 972 million which has been included in other expenses) (Previous year : Nil) of industrial park being developed by the Motherson Auto System Limited for leasing out (refer note 49).

20 Trade receivables

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 7,019 4,371

Doubtful 871 526

7,890 4,897

Less: Provision for doubtful receivables 871 526

(A) 7,019 4,371

Other receivables

Unsecured, considered good1 36,683 32,343

Doubtful 197 188

36,880 32,531

Less: Provision for doubtful receivables 197 188

(B) 36,683 32,343

Total (A+B) 43,702 36,7141 Includes receivables from companies in which director of the Company is a director

31 32

The Group has derecognised trade receivables amounting INR 27,671 million (March 31, 2017: INR 19,337 million) as it had transferred the contractual right and substantially transferred all risks and rewards of ownership of these receivables to various fi nancial institutions.

Book 1.indb 161Book 1.indb 161 22-09-2018 15:59:1722-09-2018 15:59:17

Page 164: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

162 Annual Report 2017-18

21 Cash and bank balances

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Cash and cash equivalentsBalances with banks:

- in current accounts 19,816 31,951

- deposits with original maturity of less than three months 2,641 8,840

Cheques and drafts on hand 209 45

Cash on hand 18 17

(A) 22,684 40,853

Other bank balances- deposits with original maturity for more than three months but less than twelve months

984 492

- in unpaid dividend account 11 9

- Others 5 -

(B) 1,000 501

Total (A+B) 23,684 41,354

Note : Unpaid dividend accounts are restricted in use as it relates to unclaimed or unpaid dividend.

22 Short-term loans and advances

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good (unless otherwise stated)Security Deposits

Unsecured, considered good 654 506

Doubtful 2 4

656 510Less: Provision for doubtful security deposits 2 4

654 506Loans and advances to related parties 1 75 163

Loans and advances to others 94 296

169 459Advances to be recoverable in cash or kind

Unsecured, considered good 5,247 5,007

Doubtful 2 2

5,249 5,009Less: Provision for doubtful advances 2 2

5,247 5,007Other loans and advancesPrepaid expenses 1,564 1,289

Loans to employees 66 67

Balances with statutory/ government authorities 2,142 2,658

Interest receivable 34 74

3,806 4,088Total 9,876 10,0601 Includes receivables from companies in which Director of the Company is a Director

- 18

Book 1.indb 162Book 1.indb 162 22-09-2018 15:59:1722-09-2018 15:59:17

Page 165: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 163

23 Other current assets

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Unsecured, considered good (unless otherwise stated)

Interest accrued on fi xed deposits 13 10

Unbilled revenue 70 7

Capital subsidy receivable 74 55

Receivable for mark to market gain on derivatives 160 40

Other receivable 872 614

Total 1,189 726

24 Revenue from operations (net)

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Sales of products

Finished goods 446,829 375,334

Traded goods 2,932 2,348

Sales of services 3,901 3,340

Other operating revenue

Scrap sales 385 185

Job work income 66 68

Recovery from customers 992 1,091

Liabilities written back to the extent no longer required 112 417

Export incentives 58 60

Miscellaneous income 1,083 850

456,358 383,693

Less: Excise duty 1,123 4,125

Total 455,235 379,568

Details of sales (Finished goods):

Wiring harness 51,624 24,168

Plastic parts and modules 258,635 227,389

Mirrors 122,199 118,539

Others 14,371 5,238

Total 446,829 375,334

Details of Sales (Traded goods):

Tools and moulds 1,592 1,201

Others 1,340 1,147

Total 2,932 2,348

Revenue from operations for periods up to June 30, 2017 includes excise duty. From July 01, 2017 onwards the excise duty and most indirect taxes in India have been replaced by Goods and Service Tax (GST). The Company collects GST on behalf of the Government. Hence, GST is not included in Revenue from operations. In view of the aforesaid change in indirect taxes, Revenue from operations for the year ended March 31, 2018 is not comparable with March 31, 2017.

Book 1.indb 163Book 1.indb 163 22-09-2018 15:59:1722-09-2018 15:59:17

Page 166: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

164 Annual Report 2017-18

25 Other income

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

(a) Interest Income

- From bank deposits 118 133

- From others 176 202

(b) Dividend received

- From non current investments 6 2

- From current investments 0 3

(c) Rent (refer note 39) 103 106

(d) Government grants and subsidies 589 449

(e) Net gain on foreign currency transaction - 70

(f) Profi t on sale of investments 10,407 279

(g) Miscellaneous income 18 37

Total 11,417 1,281

26 Cost of materials consumed

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Materials consumed

Opening stock of raw materials 11,173 9,004

Opening stock of raw materials (on acquisition) 167 1,743

Add : Purchases of raw materials 1 287,911 236,857

Less: Closing stock of raw materials (14,034) (11,173)

Add: Exchange adjustment:

Exchange differences opening stock loss/(gain) 568 (226)

Exchange differences closing stock gain/(loss) 796 (423)

Total 286,581 235,782

1 Includes project cost of INR 335 million (refer note 49).

Book 1.indb 164Book 1.indb 164 22-09-2018 15:59:1722-09-2018 15:59:17

Page 167: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 165

27 Changes in inventories of fi nished goods, work-in-progress and stock in trade

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

(Increase)/ decrease in stocks

Stock at the opening of the year:

Finished goods 4,339 4,364

Work-in-progress 26,610 23,425

Stock in trade 267 307

Total (A) 31,216 28,096

Add: Stock acquired on acquisition (refer note 47)

Finished goods 69 -

Work-in-progress 29 -

Total (B) 98 -

Less: Deletions on change in shareholding1

Finished goods (126) 492

Work-in-progress (393) (81)

Stock in trade (9) (10)

Total (C) (528) 401

Less: Stock at the end of the year:

Finished goods (5,147) (4,339)

Work-in-progress (43,276) (26,610)

Stock in trade (453) (267)

Total (D) (48,876) (31,216)

Add: Adjustment on account of reclassifi cation of project cost (net of provision) (refer note 49) (E)

1,397 -

Add: Exchange adjustment:

Exchange differences opening stock loss/(gain) 2,417 (536)

Exchange differences closing stock gain/(loss) 2,710 (1,812)

Total (F) 5,127 (2,348)

Increase/ decrease in stocks (A+B+C+D+E+F) (11,566) (5,067)1 On account of change in shareholding in Motherson Sumi Systems Limited consequent to sale of shares held by Company and sale of shareholding in Nachi Motherson Tool Technology Limited and Nachi Motherson Precision Private Limited.

28 Employee benefi t expenses

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Salary, wages and bonus 78,222 64,658

Contribution to provident and other fund (refer note 36) 9,240 7,703

Gratuity and pensions (refer note 36) 275 239

Staff welfare 2,381 1,569

Restructuring/ severance costs 90 253

Total 90,208 74,422

Book 1.indb 165Book 1.indb 165 22-09-2018 15:59:1722-09-2018 15:59:17

Page 168: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

166 Annual Report 2017-18

29 Depreciation and amortisation expenses

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Depreciation of property, plant and equipment 1 10,611 9,367

Amortization of intangible assets 2 902 299

Depreciation of investment Property 42 20

Less: Capitalized during the year (2) (3)

Total 11,553 9,683

1 Includes depreciation of INR 2 million (Previous year : INR 3 million) capitalized during the year on assets used for creation of self generated assets (refer note 13).2 Includes impairment in respect of goodwill arising on consolidation of Motherson Sintermetal Technology BV & Motherson Sintermetal Products SA amounting to INR 37 million (Previous year : Nil) and Motherson Techno Tool Limited amounting to INR 270 million (Previous year : Nil) (refer note 50).

30 Finance cost

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Interest on long-term borrowings 2,108 2,581

Premium on redemption of debentures 599 972

Commitment charges on borrowings 148 135

Other borrowing costs1 1,869 947

Total 4,724 4,635

1 Includes foreign exchange loss/(gain) on long term borrowings.

31 Other expenses

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Electricity, water and fuel 6,694 5,781

Repairs and maintenance -

Machinery 4,732 3,691

Building 1,312 1,157

Others 1,485 1,191

Consumption of stores and spare parts 2,126 1,944

Legal & professional expenses 4,856 4,448

Travelling 2,584 2,071

Freight and forwarding 4,872 3,877

Lease rent (operating leases) (refer note 39) 5,157 4,405

Conversion charges 789 129

Excise duty expense 1 (19) 10

Book 1.indb 166Book 1.indb 166 22-09-2018 15:59:1722-09-2018 15:59:17

Page 169: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 167

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Rates and taxes 879 754

Insurance 670 584

Net loss on foreign currency transaction 131 -

Donation 43 83

Royalty 108 195

Commission 74 26

Loss on sale of property, plant and equipment (net) 59 29

Provision for diminution in value of investments (net) 29 0

Bad debts/advances written off 70 92

Provision for doubtful debts/advances 217 141

Provision on write down of inventory (project cost) (refer note 49) 972 -

Miscellaneous expenses 12,954 8,915

Total 50,794 39,523

1 Represents excise duty related to the difference between the closing stock and the opening stock.

32 Exceptional items - expenses

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Expenses incurred in relation to issue of Senior secured notes - 378

Acquisition cost in respect of PKC Group Plc - 339

Proposed acquisition cost in respect of Reydel (refer note 48) 179 -

SMP bond redemption premium and amortisation cost (refer note 46) 815 -

Total 994 717

Exceptional items are in the nature of following expenses:

Finance cost 815 -

Legal and professional expenses 179 585

Miscellaneous expenses - 132

994 717

Book 1.indb 167Book 1.indb 167 22-09-2018 15:59:1722-09-2018 15:59:17

Page 170: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

168 Annual Report 2017-18

33. Contingent liabilities:

The following is a description of claims and assertions where a potential loss is possible, but not probable.

Claims against the Group not acknowledged as debts

Particulars As atMarch 31, 2018

As atMarch 31, 2017

a) Excise matters 17 23

b) Sales tax matters 47 130

c) Service tax matters 12 16

d) Goods and service tax matters (refer note (c) below) 101 -

e) Claims made by workmen 42 25

f) Income tax matters 198 124

g) Unfulfi lled export commitment under EPCG scheme 119 129

h) Bank guarantees 327 671

i) Others (refer note (d) below) 1,316 525

(a) The Group does not expect any reimbursements in respect of the above contingent liabilities.

(b) It is not practicable for the Group to estimate the timings of cash outfl ows, if any, in respect of the above pending resolution of the respective proceedings.

(c) With Goods & Service Tax being applicable from July 01, 2017, Motherson Auto Solutions Limited has fi led TRAN-1 in August 2017 claiming service tax input credit of ÏNR 101 million as Transitional credit from the earlier service tax regime; however the same is not refl ected in the electronic credit ledger of the Motherson Auto Solutions Limited in the GST portal. Motherson Auto Solutions Limited has fi led a grievance in the GST portal and is confi dent of obtaining the TRAN-1 credit.

(d) As at March 31, 2018, a step-down subsidiary of Motherson Sumi Systems Limited acted as a surety for subsidy amounting to INR 1,184 million (Previous year: INR 494 million) received from the government. The Group may be contingently liable in event of any non-compliance of the condition of grant of the subsidy.

(e) Above contingent liability includes Group share of contingent liability of the associates and joint ventures entities.

For contingent liabilities relating to joint ventures refer to note 42.

34. Capital and Other Commitments

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Property, plant and equipment

Estimated value of contracts in capital account remaining to be executed not accounted as debt, Net of advances of INR 1,640 million (Previous year: INR 1,666 million)

8,437 4,940

Investment property

Estimated value of purchase consideration outstanding.Net of advances of INR 44 million (Previous year: INR 33 million)

9 4

Total 8,446 4,944

Other Commitments

Bank Guarantee 235 214

Others 114 281

(a) Above capital commitments includes Group share of capital commitments of the associates and joint ventures entities.

For capital commitments relating to joint ventures refer to note 42.

Book 1.indb 168Book 1.indb 168 22-09-2018 15:59:1722-09-2018 15:59:17

Page 171: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 169

35. Derivative instruments and unhedged foreign currency exposure/ commodity exposure

a. Derivatives outstanding as at the reporting date:

ParticularsCurrency

As atMarch 31, 2018

As atMarch 31, 2017

Hedge of external commercial borrowings and long term loans (Buy)

USD : INR - USD 0 ; INR 11

Hedge of working capital loan in foreign currency JPY : INR - JPY 16 ; INR 9

Forward contract (Buy)

EUR : INR - EUR 0 ; INR 9

USD : EUR USD 12 ; INR 933 USD 11 ; INR 663

USD : INR USD 1 ; INR 75 USD 2 ; INR 114

USD : AUD USD 1; INR 70 USD 0 ; INR 0

MXP : USDMXN 1,192 ; INR

3,920MXN 664 ; INR

2,163

HUF : EURHUF 4,469 : INR

1,144HUF 2,186 ;

INR 472

JPY : INR - JPY 81 ; INR 48

USD : JPY - USD 0 ; INR 10

EUR : AUD EUR 0 ; INR 0

CZK : EURCZK 137 ; INR

432-

CNY : EUR CNY 31 ; INR 307 -

Forward contract (Sell)

USD : EUR USD 5; INR 319 -

EUR: USD EUR 2 ; INR 191 -

EUR : KRW EUR 5 ; INR 405 EUR 5 ; INR 352

USD : AUD USD 4 ; INR 279

MXP : USD - MXN 58 ; INR 198

Cross currency swaps

USD : EURUSD 229 ; EUR

186USD 173 ; INR

156

USD : EUR USD 27 : EUR 25 USD 27 : EUR 25

INR : EUR INR 1922: EUR 27INR 1,980:

EUR 28

b. Mark to market losses / (gain) on foreign currency:

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Mark to Market (Gain)/losses provided for 529 143

Book 1.indb 169Book 1.indb 169 22-09-2018 15:59:1722-09-2018 15:59:17

Page 172: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

170 Annual Report 2017-18

36. The long term defi ned employee benefi ts and contribution schemes of the Group are as under:

A. Defi ned Benefi t Schemes

(1) Gratuity/ Pension benefi ts

The reconciliation of opening and closing balances of the present value of the defi ned benefi t obligations are as below:

(i) Present Value of Defi ned Benefi t Obligation

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Obligations at beginning of the year 2,441 2,431

Current service cost 203 258

Interest expense 91 67

Actuarial loss/(gain) 24 (49)

Benefi ts paid (91) (146)

Deletion on account of change in shareholding* (41) (37)

Add/(less): Effect of exchange rate changes 262 (86)

Addition due to transfer of Employees 6 3

Obligations at year end 2,895 2,441

(ii) Fair Value of Plan Assets

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Plan assets at year beginning, at fair value 1,201 1,111

Expected return on plan assets 44 38

Actuarial gain / (loss) (1) (1)

Contributions 207 153

Benefi ts paid (68) (59)

Deletion on account of change in shareholding* (25) (22)

Add/(less): Effect of exchange rate changes 21 (19)

Plan assets at year end, at fair value 1,379 1,201

(iii) Assets and Liabilities recognized in the Balance Sheet

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Present Value of the defi ned benefi t obligations 2,895 2,441

Fair value of the plan assets (1,379) (1,201)

Amount not recognized because of limitation of assets - 1

Amount recognized as Liability 1,516 1,241

(iv) Recognised Under

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Long Term Provision (refer note 8) 1,433 1,148

Short Term Provision (refer note 12) 83 93

Total 1,516 1,241

Book 1.indb 170Book 1.indb 170 22-09-2018 15:59:1722-09-2018 15:59:17

Page 173: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 171

* On account of change in shareholding in Motherson Sumi Systems Limited consequent to sale of shares held by Company and sale of shareholding in Nachi Motherson Tool Technology Limited and Nachi Motherson Precision Private Limited and net off addition on account of acquisitions made during the year (refer note 47) (Previous year: on account of change in holding in Motherson Sumi Systems Limited consequent to preferential and QIB allotment to other shareholders).

(v) Defi ned benefi t obligations cost for the year

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Current service cost 203 258

Interest expense 91 67

Expected return on plan assets (44) (38)

Actuarial loss/(gain) 25 (48)

Net defi ned benefi t obligations cost 275 239

(vi) Investment details of plan assets

In respect of companies incorporated in India, 100% of the plan assets are invested in the Gratuity fund administered through Life Insurance Corporation of India (LIC) except in case of Motherson Sumi INfotech & Design Ltd., a subsidiary of the Company, where it is administered through SBI Life Insurance Company Limited. In case of South Korea, fund has been deposited with Industrial Bank of Korea as required by local regulations and is guaranteed by the Government of South Korea. In respect of other overseas entities, plan assets are funded through various institutions.

Companies within the Group also operate various pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds.

The details of investments of plan assets are as follows:

Particulars As atMarch 31, 2018

As atMarch 31, 2017

LIC 536 440

SBI Life Insurance Co. Ltd 10 10

Deposits with Financial Institutions, Bonds, Gilts and others 833 751

Total 1,379 1,201

The expected rate of return on assets is determined based on the assessment made at the beginning of the year on the return expected on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.

(vii) Actuarial assumptions

Category

For the year endedMarch 31, 2018

For the year endedMarch 31, 2017

Indian Foreign Indian Foreign

Discount Rate 7.10%-8.50% 1.7%- 7.9% 7.10%-8.50% 1.7%- 7.9%

Future salary increases 5.5%-13% 2%-8% 5%-11% 2%-8%

Expected return on plan assets 7.55%-8.25% 1.5%-2% 7.35%-8.50% 1.5%-2%

Book 1.indb 171Book 1.indb 171 22-09-2018 15:59:1722-09-2018 15:59:17

Page 174: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

172 Annual Report 2017-18

(viii) Amount recognized in current year and previous four years:

Particulars March 31, 2018

March 31, 2017

March 31, 2016

March 31, 2015

March 31, 2014

Defi ned benefi t obligations 2,895 2,441 2,431 3,001 2,294

Plan assets (1379) (1,201) (1,111) (1,816) (1,551)

Amount not recognized because of limitation of assets

- 1 1 1 267

Defi cit 1,516 1,241 1,321 1,186 1,010

B. Defi ned Contribution Schemes

The Group deposits an amount determined at a fi xed percentage of basic pay every month to the state administered Provident Fund, ESI and social insurance/security for the benefi t of the employees. Accordingly, the Group’s contribution during the year that has been charged to revenue amounts to INR 9,240 million (Previous year: INR 7,703 million).

37. Segment information:

The Group has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Group is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

The business segment have been identifi ed on the basis of the nature of products and services, the risks and returns, internal organisation and management structure and the internal performance reporting systems.

The business segment comprise of the following:

Segments Description

MSSL standalone Represents standalone operations of Motherson Sumi Systems Limited, engaged mainly in the business of manufacturing and trading of automobile parts for commercial and passenger vehicles.

SMR Represents subsidiaries of Samvardhana Motherson Refl ectec Group Holdings Limited which are engaged in development, manufacture and supply of rear view mirrors and drive assistance systems.

SMP Represents subsidiaries of Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV) (an overseas subsidiary of the Motherson Sumi Systems Limited) which are engaged in manufacturing and supplies of plastic parts and system modules for vehicle interiors and exteriors.

PKC Represents PKC Group Plc including its subsidiaries. PKC is engaged in designing, manufacturing and integrating electrical distribution systems, electronics and related components for commercial vehicle industries, rolling stock manufacturers and other related segments.

Others Comprise other subsidiaries and joint ventures of the Group that are below the thresholds for separate reporting as operating segments.

Geographical segment is considered based on operations within India and outside India.

Book 1.indb 172Book 1.indb 172 22-09-2018 15:59:1722-09-2018 15:59:17

Page 175: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 173

Unallocated:

Revenue, expenses, assets and liabilities have been identifi ed to a segment on the basis of relationship to operating activities of the segment. Assets and liabilities which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed under unallocated.

Inter Segment transfer:

Inter Segment revenues are recognised at sales price. The same is based on market price and business risks. Profi t or loss on inter segment transfer are eliminated at the Group level.

a) Information about Primary Business Segments (to the extent of SAMIL’s share in these group companies)

Particulars March 31, 2018 March 31, 2017

Segment revenue

MSSL standalone 25,725 22,215

SMR 125,538 122,998

SMP 250,724 218,823

PKC 27,335 -

Others 31,363 25,907

Total 460,685 389,943

Less: Inter segment 5,450 10,375

Total 455,235 379,568

Other income 11,123 946

Total Revenue 466,358 380,514

Results

MSSL standalone 3,931 3,713

SMR 11,063 9,625

SMP 10,068 10,064

PKC 1,073 -

Others (819) 487

Total 25,316 23,889

Add: Inter segment profi t/(loss) 99 (253)

Total 25,415 23,636

Add: unallocated income/(expense)

Interest expense (net of interest income) (4,430) (4,300)

Exceptional items - expenses (994) (717)

Other income 11,123 946

Group’s share of profi t / (loss) of associates 16 (3)

Profi t before taxation 31,130 19,562

Tax expense 8,197 6,916

Net profi t /(loss) after tax 22,933 12,646

SAMIL’s share 18,006 8,070

Minority 4,927 4,576

Book 1.indb 173Book 1.indb 173 22-09-2018 15:59:1722-09-2018 15:59:17

Page 176: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

174 Annual Report 2017-18

Particulars March 31, 2018 March 31, 2017

Segment assets

MSSL standalone 13,008 12,309

SMR 54,385 46,597

SMP 161,432 114,151

PKC 14,498 12,520

Others 93,802 95,515

Total 337,125 281,092

Less Inter segment 52,071 37,368

Total 285,054 243,724

Unallocated:

Deferred tax asset 4,589 3,678

Advance tax asset 1,173 562

Other corporate assets and investments 11,989 16,411

Total assets 302,805 264,375

Segment liabilities

MSSL standalone 8,568 8,038

SMR 28,515 24,813

SMP 58,935 28,514

PKC 10,217 8,660

Others 88,876 94,274

Total 195,111 164,299

Less Inter segment 51,321 37,825

Total 143,790 126,474

Unallocated:

Deferred tax liabilities 3,095 2,512

Provision for income tax 1,778 1,262

Other corporate / unallocated liabilities 69,524 71,839

Total Liabilities 218,187 202,087

Capital expenditure

MSSL standalone 1,120 691

SMR 5,480 6,106

SMP 16,769 17,184

PKC 839 -

Others 2,171 589

Total 26,379 24,570

Depreciation, amortisation and impairment

MSSL standalone 752 688

SMR 3,349 3,118

SMP 5,283 5,029

PKC 801 -

Others 1,368 848

Total 11,553 9,683

Book 1.indb 174Book 1.indb 174 22-09-2018 15:59:1722-09-2018 15:59:17

Page 177: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 175

Particulars March 31, 2018 March 31, 2017

Non-cash expenditure other than depreciation, amortisation and impairment mentioned aboveMSSL standalone 2 8

SMR 230 110

SMP 55 56

PKC 3 -

Others* 998 59

Total 1,288 233

*Includes provision on write down of project inventory (refer note 49)

b) Information about secondary business segments:

India Outside India Unallocated Total

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

Revenue# 42,087 35,001 413,148 344,567 11,123 946 466,358 380,514

Carrying amount of segment assets

32,721 31,491 252,333 212,233 17,751 20,651 302,805 264,375

Addition to fi xed assets

2,935 2,153 23,444 22,417 - - 26,379 24,570

# Excludes interest income

Additional Information:

The management personnel responsible for decision making now reviews performance of SMR and SMP business separately due to nature of operations from the results of Motherson Innovations and other support functions and therefore the Company decided to present performance of SMR and SMP segment separately from the results of Motherson Innovations and other support functions (Samvardhana Motherson Global (FZE), Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) to provide a better view on operational performance of these segments. Since until the fi nancial year ended March 31, 2017 segment disclosures for SMR and SMP segments were presented including these functions, the comparatives for March 31, 2017 have been restated to refl ect this change.

38. Related Party Disclosures

I. Related party disclosures, as required by Accounting Standard 18, “Related Party Disclosures”, are given below:

a) Joint Ventures and their subsidiaries (where joint control exists)

Motherson Sumi Systems Ltd. (MSSL) and its subsidiaries (refer note 41(c))

Anest Iwata Motherson Coating Equipment Private Ltd.

Anest Iwata Motherson Private Ltd. (AIM)

AES (India) Engineering Ltd.

Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly Spheros Motherson Thermal System Limited)

Matsui Technologies India Ltd.

Fritzmeier Motherson Cabin Engineering Private Ltd.

Nissin Advanced Coating Indo Co. Private Ltd.

Magneti Marelli Motherson Auto System Private Ltd.

Magneti Marelli Motherson India Holding B.V.

Magneti Marelli Motherson Shock Absorbers India Private Limited

CTM India Ltd.

Nachi Motherson Precision Private Ltd.(till July 21, 2017)

Book 1.indb 175Book 1.indb 175 22-09-2018 15:59:1822-09-2018 15:59:18

Page 178: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

176 Annual Report 2017-18

Motherson Bergstrom HVAC Solutions Private Ltd.

Samvardhana Motherson Global Holdings Limited (SMGHL) and its subsidiaries

Samvardhana Motherson Polymers Limited

Youngshin Motherson Auto Tech Limited

b) Associates:

Motherson Air Travel Agencies Limited (till December 31, 2016)

Re time Pty Limited

Hubei Zhengao PKC Automotive Wiring Company Limited

c) Joint Venturers:

Sumitomo Wiring Systems Limited

Anest Iwata Corporation

Sojitz Corporation

Matsui Manufacturing Company Limited

AES Global PTE Limited

Sumitomo Electric Industries Limited

Valeo Thermal Commercial Vehicle Germany GmbH (Formerly known as Spheros GmbH)

F Holding GmbH

Nissin Electric Co. Limited

Magneti Marelli Holding S.p.A.

Zanotti S.p.A.

Nachi-Fujikoshi Corporation (till July 14, 2017)

Bergstorm Inc.

Michael Bernhard Gnann

Soami Saran Saini

Prashant Dalmia

Amit Kumar Upadhyay

Ravi Shankar Prasad

Mohit Joshi

Amit Varshney

Youngshin Components Co. Limited

d) Key Management Personnel:

(i) Board of Directors

Mr. Vivek Chaand Sehgal*

Mr. Laksh Vaaman Sehgal*

Mr. Ashok Tandon, whole time Director

Mr. Bimal Dhar

Mr. Hiroshi Morimoto

Mr. Vivek Avasthi

Ms. Geeta Soni

Ms. Nilu Mehra

Mr. Dhruv Mehra, whole time Director

Mr. Ramesh Dhar

Ms. Madhu Bhaskar

Mr. Hideo Hatada

Mr. Yasuhiro Kawamura (Alternate director to Mr. Hideo Hatada)

*Person exercising signifi cant infl uence over the Company

Book 1.indb 176Book 1.indb 176 22-09-2018 15:59:1822-09-2018 15:59:18

Page 179: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 177

(ii) Other KMP

Ms. Pooja Mehra, Company Secretary

(iii) Relatives of Key Management Personnel

Ms. Vidhi Sehgal (Daughter of Mr. Vivek Chaand Sehgal)

Ms. Nilu Mehra (Sister of Mr. Vivek Chaand Sehgal)

Ms. Geeta Soni (Sister of Mr. Vivek Chaand Sehgal)

Ms. Samriddhi Sehgal (Wife of Mr. Laksh Vaaman Sehgal)

Ms. Renu Alka Sehgal (Wife of Mr. Vivek Chaand Sehgal)

Master Siddh Vaasav Sehgal (Son of Mr. Laksh Vaaman Sehgal)

Master Ganan Yuvaan Sehgal (Son of Mr. Laksh Vaaman Sehgal)

(iv) Entities in which key managerial persons or their relatives have control/ signifi cant infl uence:

Radha Rani Holdings Pte Limited

Motherson Auto Limited

Motherson Lease Solution Limited

Spirited Auto Cars (I) Limited

Systematic Conscom Limited

Samvardhana Employees Welfare Trust

Shri Sehgals Trustee Company Private Limited

Sehgal Family Trust

Advance Technologies and Automotive Resources Pte. Limited

Field Motors Private Limited

JSRR Holdings (M) Private Limited

Ganpati Auto Industries (Partnership Firm)

Southcity Motors Private Limited

Vaaman Auto Industry (Partnership Firm)

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sisbro Motor and Workshop Private Limited

Motherson (Partnership Firm)

Nirvana Niche Products Private Limited (Formerly known as Nirvana Agro Products Private Limited)

Motherson Innovative Technologies and Research

ATAR Mauritius Private Limited

MAS Middle East Limited (FZE)

Edcol Global Pte. Limited

Nirvana Foods GmbH

A Basic Concepts Design Pty. Limited

SCCL Infra Projects Limited

SCCL Global Project (FZE)

Advantedge Technology Partners Private Limited

Advantedge Incubators Private Limited

Swarn Lata Motherson Trust

Motherson Air Travel Agencies Limited (w.e.f. January 01, 2017)

Swarn Lata Motherson Dhenu Sewarth Trust

Motherson Air Travel Agency GmbH

Book 1.indb 177Book 1.indb 177 22-09-2018 15:59:1822-09-2018 15:59:18

Page 180: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

178 Annual Report 2017-18

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tion.

Book 1.indb 178Book 1.indb 178 22-09-2018 15:59:1822-09-2018 15:59:18

Page 181: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 179

III. Related parties with whom transactions, the amount of which is in excess of 10% of the total related party transactions of the same type.

S. No.

Particulars Name of Related Party Relation(refer note)

Amount

March 31, 2018 March 31, 2017

1 Sale of goods Motherson Sumi Systems Ltd. 38 (I) (a) 273 301

Magneti Marelli Motherson Auto System Pvt. Ltd.

38 (I) (a) 20 42

2 Rendering of services Motherson Sumi Systems Ltd. 38 (I) (a) 404 456

SMP Deutschland GmbH (Boetzingen, DE)

38 (I) (a) 859 714

3 Sale of fi xed assets Motherson Auto Ltd. 38 (I) (d) (iv) 2 -

4 Purchase of goods Nachi-Fujikoshi Corporation, Japan

38 (I) (c) - 86

Sumitomo Electric Industries Ltd 38 (I) (c) 437 431

Systematic Conscom Ltd. 38 (I) (d) (iv) 349 -

5 Purchase of fi xed assets / capital advance

Systematic Conscom Ltd. 38 (I) (d) (iv) 63 307

Sumitomo Electric Industries Ltd 38 (I) (c) 17 30

6 Purchase of services Motherson Air Travel Agencies Ltd.

38 (I) (b) 118 20

Motherson Auto Ltd. 38 (I) (d) (iv) 280 169

Motherson Lease Solutions Ltd. 38 (I) (d) (iv) 105 69

Motherson Sumi Systems Ltd. 38 (I) (a) 88 31

7 Royalty Nachi-Fujikoshi Corporation, Japan

38 (I) (c) - 2

8 Reimbursement made (net)

Motherson Sumi Systems Ltd. 38 (I) (a) (17) 5

Motherson Bergstrom HVAC Solutions Pvt. Ltd

38 (I) (a) 4 (0)

MSSL Japan Limited. 38 (I) (a) 8 3

MSSL GmbH 38 (I) (a) (0) 9

Motherson Auto Ltd. 38 (I) (d) (iv) 9 21

Samvardhana Motherson Automotive Systems Group B.V.(SMRPBV)

38 (I) (a) - (7)

Motherson Air Travel Agencies Ltd

38 (I) (b) 7 1

9 Remuneration/sitting fees of Directors & KMP #

Mr. Ashok Tandon 38 (I) (d) (i) 15 11

Mr. Dhruv Mehra 38 (I) (d) (i) 10 8

Mr. Ramesh Dhar 38 (I) (d) (i) - 13

Ms. Pooja Mehra 38 (I) (d) (ii) 5 4

Soami Saran Saini 38 (I) (c) 4 4

Prashant Dalmia 38 (I) (c) 4 4

Book 1.indb 179Book 1.indb 179 22-09-2018 15:59:1822-09-2018 15:59:18

Page 182: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

180 Annual Report 2017-18

S. No.

Particulars Name of Related Party Relation(refer note)

Amount

March 31, 2018 March 31, 2017

10 Interest income Samvardhana Motherson Polymers Ltd.

38 (I) (a) 0 7

Motherson Auto Ltd. 38 (I) (d) (iv) 2 2

Motherson Bergstrom HVAC Solutions Pvt. Ltd

38 (I) (a) 2 2

Spirited Auto Cars (I) Limited 38 (I) (d) (iv) 7 1

11 Interest expense MAS Middle East Ltd. (FZE) 38 (I) (d) (iv) 5 12

SCCL Infra Projects Limited 38 (I) (d) (iv) 2 2

MSSL Tooling (FZE) 38 (I) (a) 2 2

12 Dividend paid CTM India Ltd. 38 (I) (a) 7 5

Sumitomo Wiring Systems Ltd. , Japan

38 (I) (c) 5 -

Radha Rani Holdings Pte. Ltd 38 (I) (d) (iv) 6 2

Sumitomo Electric Industries Ltd. 38 (I) (c) 10 3

13 Dividend received Systematic Conscom Ltd. 38 (I) (d) (iv) 1 -

14 Capital advance given during the year

Systematic Conscom Ltd. 39 (I) (d) (iv) - 36

15 Advance taken SMR Automotive Systems India Limited

38 (I) (a) 3 -

SMR Automotive Mirror Technology Hungary Bt

38 (I) (a) 3 -

16 Advance given Systematic Conscom Ltd 38 (I) (d) (iv) 61 -

17 Loans given during the year

Spirited Auto Cars (I) Limited 38 (I) (d) (iv) - 75

Youngshin Components Co. Ltd. 38 (I) (c) 8 -

18 Loan taken during the year

SCCL Infra Projects Limited 38 (I) (d) (iv) 13 2

MAS Middle East Ltd. (FZE) 38 (I) (d) (iv) - 99

MSSL Tooling (FZE) 38 (I) (a) 75 441

19 Loans repaid during the year

MAS Middle East Ltd. (FZE) 38 (I) (d) (iv) - 257

SCCL Infra Projects Limited 38 (I) (d) (iv) 13 -

20 Loan received back during the year

Spirited Auto Cars (I) Limited 38 (I) (d) (iv) 75 -

Samvardhana Motherson Polymers Ltd.

38 (I) (a) - 98

21 Security deposits given

Motherson Lease Solutions Ltd. 38 (I) (d) (iv) 8 9

Motherson Auto Ltd. 38 (I) (d) (iv) - 36

22 Security deposits received back

Motherson Lease Solutions Ltd. 38 (I) (d) (iv) - 1

23 Security deposits received

SMP Deutschland GmbH 38 (I) (a) - 36

24 Security deposits repaid

Motherson Lease Solutions Ltd. 38 (I) (d) (iv) 2 -

Book 1.indb 180Book 1.indb 180 22-09-2018 15:59:1822-09-2018 15:59:18

Page 183: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 181

S. No.

Particulars Name of Related Party Relation(refer note)

Amount

March 31, 2018 March 31, 2017

25 Investment sold during the year

Motherson Auto Ltd. 38 (I) (d) (iv) - 121

Nachi-Fujikoshi Corporation, Japan

38 (I) (c) 185 -

Balance at year end

26 Security deposits given

Motherson Lease Solutions Ltd. 38 (I) (d) (iv) 64 28

Motherson Auto Ltd. 38 (I) (d) (iv) 30 150

27 Security deposits received

SMP Deutschland GmbH 38 (I) (a) - 36

28 Loan receivable Spirited Auto Cars (I) Limited 38 (I) (d) (iv) 75 75

Systematic Conscom Ltd. 38 (I) (d) (iv) - 48

Motherson Bergstrom HVAC Solutions Pvt. Ltd

38 (I) (a) - 18

29 Advance given to supplier

Valeo Motherson Thermal Commercial Vehicles India Limited (formerly known as Spheros Motherson Thermal System Limited)

38 (I) (b) 2 -

Systematic Conscom Ltd. 38 (I) (d) (iv) - 1

30 Advance received from customers

Motherson Sumi Systems Ltd. 38 (I) (a) 39 60

31 Capital advance given

Motherson Auto Ltd. 38 (I) (d) (iv) - 50

32 Trade payable Systematic Conscom Ltd 38 (I) (d) (iv) 55 2

Motherson Auto Ltd. 38 (I) (d) (iv) 68 27

Sumitomo Electric Industries Ltd. 38 (I) (c) 120 85

Nachi-Fujikoshi Corporation, Japan

38 (I) (c) - 41

33 Trade receivable Motherson Sumi Systems Ltd. 38 (I) (a) 165 184

SMP Deutschland GmbH (Boetzingen, DE)

38 (I) (a) 92 111

SMR Automotive Mirrors Stuttgart GmbH

38 (I) (a) 22 48

34 Amount recoverable SMR Automotive Systems India Limited

38 (I) (a) - 0

AES (India) Engineering Ltd. 38 (I) (a) 2 -

Motherson Lease Solutions Ltd. 38 (I) (d) (iv) - 0

35 Interest receivable Motherson Auto Ltd. 38 (I) (d) (iv) 0 4

Spirited Auto Cars (I) Limited. 38 (I) (d) (iv) - 1

36 Interest payable MAS Middle East Ltd. (FZE) 38 (I) (d) (iv) 19 10

MSSL Tooling (FZE) 38 (I) (a) 3 -

37 Loan Payable MSSL Tooling (FZE) 38 (I) (a) 161 414

MAS Middle East Ltd. (FZE) 38 (I) (d) (iv) 108 94

SCCL Infra Projects Limited 38 (I) (d) (iv) 42 36

Book 1.indb 181Book 1.indb 181 22-09-2018 15:59:1822-09-2018 15:59:18

Page 184: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

182 Annual Report 2017-18

39. Leases

a) Finance Leases:

Assets acquired on fi nance lease and hire purchase contract comprise property, plant and equipment. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clause.

The minimum lease payments and present value of minimum lease payments are as follows:

Minimum Lease PaymentsPresent value of Minimum

lease payments

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

Not later than one year 229 236 216 218

Later than 1 year and not later than 5 years 210 318 193 296

Later than 5 years 29 46 28 43

Total 468 600 437 557

Less: Finance charges 31 43

Present value of minimum lease payments 437 557

Disclosed under:

Other long term borrowings (Refer note 5) 221 339

Other Current Liabilities (Refer note 11) 216 218

b) Operating Leases:

The Group has signifi cant operating leases for premises. These lease arrangements range for a period between 11 months and 15 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses. The Group has entered into some sub-leases and all such subleases are cancellable and are for a period of 11 months, with an option of renewal on mutually agreeable terms:

For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

With respect to all operating leases;

Lease payments recognised in the Consolidated statement of profi t and loss during the year

5,157 4,405

Sub-lease payments received / receivable recognised in the Consolidated statement of profi t and loss during the year

103 106

The Group has taken various commercial premises, motor vehicles, plant and machinery under non-cancellable operating leases. The future minimum lease payments are as follows:

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Payable not later than 1 year 2,161 2,136

Payable later than 1 year and not later than 5 years 2,486 4,221

Payable later than 5 years 252 538

Book 1.indb 182Book 1.indb 182 22-09-2018 15:59:1822-09-2018 15:59:18

Page 185: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 183

40. Earnings per share

Particulars For theyear ended

March 31, 2018

For theyear ended

March 31, 2017

Net profi t after tax available for equity shareholders (A) 18,006 8,070

Weighted average number of equity shares outstanding (Nos.) (B) 473,613,855 473,613,855

Basic and diluted earnings (in INR) per equity share of INR 10/- each. (Previous year INR 10/- each ) (A)/(B)

38.02 17.04

Note: The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and dilutive EPS of the Company remains the same.

41. Disclosure relating to entities considered in the consolidated fi nancial statements:

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

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

Motherson Sumi INfotech & Designs Ltd. India 53.67% 53.67% March 31, 2018

Samvardhana Motherson Virtual Analysis Ltd. (held by Motherson Sumi INfotech & Designs Ltd.)

India 100% 100% March 31, 2018

Motherson Auto Engineering Service Ltd. (held by Motherson Sumi INfotech & Designs Ltd.)

India 100% 100% March 31, 2018

MSID U.S. Inc. (held by Motherson Sumi INfotech & Designs Ltd.)

USA 100% 100% March 31, 2018

MothersonSumi Infotekk And Designs GmbH (held by Motherson Sumi INfotech & Designs Ltd.)

Germany 100% 100% March 31, 2018

MothersonSumi INfotech and Designs SG Pte. Ltd. (held by Motherson Sumi INfotech & Designs Ltd.)

Singapore 100% 100% March 31, 2018

MothersonSumi INfotech & Designs KK (held by MothersonSumi INfotech and Designs SG Pte. Ltd.)

Japan 85.71% 85.71% March 31, 2018

Saks Ancillaries Ltd. India 58.12% 58.12% March 31, 2018

Motherson Machinery and Automations Ltd. India 100% 100% March 31, 2018

Nachi Motherson Tool Technology Limited* India - 74% March 31, 2018

Tiger Connect Travel Systems & Solutions Ltd. India 100% 100% March 31, 2018

Motherson Molds and Diecasting Ltd. India 51% 51% March 31, 2018

Samvardhana Motherson Finance Services Cyprus Ltd. Cyprus 100% 100% March 31, 2018

Samvardhana Motherson Refrigeration Product Ltd India 100%100% - 100

SharesMarch 31, 2018

Samvardhana Motherson Holding (M) Private Ltd. (SMHPL)

Mauritius 100% 100% March 31, 2018

Motherson Advanced Tooling Solutions Ltd. India 100% 100% March 31, 2018

Motherson Auto Solutions Ltd. India 66% 66% March 31, 2018

Motherson Consultancies Service Limited India 100% 100% March 31, 2018

Motherson Sintermetal Technology Ltd. India 100% 88.85% March 31, 2018

Motherson Sintermetal Technology B.V. (held by Motherson Sintermetal Technology Ltd.)

Netherlands 100% 100% March 31, 2018

Motherson Sintermetal Products S.A. (held by Motherson Sintermetal Technology B.V.)

Spain 100% 100% March 31, 2018

Book 1.indb 183Book 1.indb 183 22-09-2018 15:59:1822-09-2018 15:59:18

Page 186: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

184 Annual Report 2017-18

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

Motherson Techno Tools Limited India 60% 60% March 31, 2018

Motherson Techno Tools Mideast FZE. (% held by Motherson Techno tools Limited)

UAE 100% 100% March 31, 2018

Samvardhana Motherson Auto System Private Limited India 100% 100% March 31, 2018

Samvardhana Motherson Auto Component Private Limited

India 100% 100% March 31, 2018

Motherson Invenzen Xlab Private Limited India 51% 51% March 31, 2018

MS Global Automative Private Limited India 100% - March 31, 2018

Samvardhana Motherson Adsys Tech Limited India 100% - March 31, 2018

*sold during the year

B. Details of Joint Venture Companies which have been considered in these consolidated accounts are as follows:

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

Samvardhana Motherson Global Holding Limited (SMGHL) (% held By Samvardhana Motherson Holding (M) Private Limited)1 (Refer note 41 (C)

Cyprus 49% 49% March 31, 2018

Motherson Sumi Systems Limited (MSSL) (Refer note 41 (C)

India 33.43% 34.81% March 31, 2018

Anest Iwata Motherson Coating Equipment Private Limited

India 49% 49% March 31, 2018

Anest Iwata Motherson Private Limited India 49% 49% March 31, 2018

AES (India) Engineering Limited India 26% 26% March 31, 2018

Valeo Motherson Thermal Commercial Vehicles India Limited (formerly known as Spheros Motherson Thermal System Limited)

India 49% 49% March 31, 2018

Matsui Technologies India Limited India 50% 50% March 31, 2018

Fritzmeier Motherson Cabin Engineering Private Limited India 50% 50% March 31, 2018

Nissin Advanced Coating Indo Co. Private Limited India 49% 49% March 31, 2018

Magneti Marelli Motherson India Holding B.V. Netherlands 50% 50%December

31,2017

Magneti Marelli Motherson Auto System Private Ltd (% held by Magneti Marelli Motherson India Holding B.V.)

India 100% 100% March 31, 2018

CTM India Limited India 41% 41% March 31, 2018

Nachi Motherson Precision Private Limited* India - 49% March 31, 2018

Motherson Bergstrom HVAC Solution Private Limited India 50% 50% March 31, 2018

Magneti Marelli Motherson Shock Absorbers India Private Ltd.

India 50% 50% March 31, 2018

Samvardhana Motherson Polymers Limited1

(Refer note 41 (C))India 49% 49% March 31, 2018

Youngshin Motherson Auto Tech Limited India 50% - March 31, 2018

1 49% directly held by Company and 51% held by MSSL.

*sold during the year

Book 1.indb 184Book 1.indb 184 22-09-2018 15:59:1822-09-2018 15:59:18

Page 187: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 185

C. Details of Subsidiaries / Associates / Joint Ventures of Motherson Sumi Systems Limited which have been considered in these consolidated accounts are as follows:

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

MSSL Mauritius Holdings Limited Mauritius 100% 100% March 31, 2018

MSSL Mideast (FZE) UAE 100% 100% March 31, 2018

Motherson Electrical Wires Lanka Private Limited Sri Lanka 100% 100% March 31, 2018

MSSL (S) Pte. Limited Singapore 100% 100% March 31, 2018

MSSL (GB) Limited (Jointly held by the MSSL and MSSL Mideast (FZE))

UK 100% 100% March 31, 2018

Motherson Wiring System (FZE) (held by MSSL Mideast (FZE))

UAE 100% 100% March 31, 2018

MSSL Tooling (FZE) (held by MSSL Mideast (FZE)) UAE 100% 100% March 31, 2018

MSSL Ireland Private Limited (held by MSSL (GB) Limited as at March 31, 2017 and held by MMHL during previous year)

Ireland 100% 100% March 31, 2018

MSSL GmbH (held by MSSL Mideast (FZE)) Germany 100% 100% March 31, 2018

Samvardhana Motherson Invest Deutschland GmbH (held by MSSL GmbH)

Germany 100% 100% March 31, 2018

MSSL Advanced Polymers s.r.o.(held by MSSL GmbH)Czech

Republic100% 100% March 31, 2018

Motherson Orca Precision Technology GmbH (held by MSSL GmbH)

Germany 100% 95.10% March 31, 2018

MSSL s.r.l. Unipersonale (held by MSSL (GB) Limited as at March 31, 2017 and held by MSSL GMBH during previous year)

Italy 100% 100% March 31, 2018

Motherson Techno Precision México, S.A. de C.V (held by MSSL GmbH)

Mexico 100% 100% March 31, 2018

Samvardhana Motherson Polymers Management Germany GMBH (held by MSSL GmbH)

Germany 100% 100% March 31, 2018

Global Environment Management (FZC) (held by MSSL Mauritius Holdings Limited)

UAE 100% 78.82% March 31, 2018

Global Environment Management Australia Pty Limited (held by Global Environment Management (FZC))

Australia 100% 100% March 31, 2018

MSSL Australia Pty Limited (held by MMHL as at March 31, 2017 & held by MSSL (S) Pte. Limited during previous year)

Australia 80% 80% March 31, 2018

Motherson Elastomers Pty Limited (held by MSSL Australia Pty Limited)

Australia 100% 100% March 31, 2018

Motherson Investments Pty Limited (held by MSSL Australia Pty Limited)

Australia 100% 100% March 31, 2018

MSSL Global RSA Module Engineering Limited (held by MSSL Mauritius Holdings Limited)

South Africa 100% 100% March 31, 2018

Samvardhana Motherson Global Holdings Ltd. (SMGHL) (held by MSSL Mauritius Holdings Limited)

Cyprus 51% 51% March 31, 2018

MSSL Japan Limited (held by MSSL (S) Pte. Limited) Japan 100% 100% March 31, 2018

MSSL México, S.A. De C.V. (held by MSSL (S) Pte. Limited)

Mexico 100% 100% March 31, 2018

Book 1.indb 185Book 1.indb 185 22-09-2018 15:59:1822-09-2018 15:59:18

Page 188: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

186 Annual Report 2017-18

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

Vacuform 2000 (Proprietary) Limited (held by MSSL Mauritius Holdings Limited)

South Africa 51% 51% March 31, 2018

MSSL WH System (Thailand) Co., Ltd (held by MSSL (S) Pte. Ltd.)

Thailand 100% 100% March 31, 2018

MSSL Korea WH Limited (held by MSSL (S) Pte. Ltd.) Korea 100% 100% March 31, 2018

MSSL Automobile Component Ltd India 100% 100% March 31, 2018

Samvardhana Motherson Polymers Limited (SMPL) India 51% 51% March 31, 2018

MSSL Consolidated Inc. (held by MSSL (GB) Ltd.) USA 100% 100% March 31, 2018

MSSL Overseas Wiring System Ltd. (held by MSSL Consolidated Inc)

UK 100% 100% March 31, 2018

MSSL Wiring System Inc (held by MSSL Overseas Wiring System Ltd)

USA 100% 100% March 31, 2018

Alphabet de Mexico, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31, 2018

Alphabet de Mexico de Monclova, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31, 2018

Alphabet de Saltillo, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31, 2018

MSSL Wirings Juarez, S.A. de C.V. Mexico 100% 100% March 31, 2018

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (held by SMGHL and SMPL)

Netherlands 100% 100% March 31, 2018

Samvardhana Motherson Peguform GmbH (held by SMRPBV)

Germany 100% 100% March 31, 2018

SMP Deutschland GmbH (held by Samvardhana Motherson Peguform GmbH and SMGHL)

Germany 100% 100% March 31, 2018

SMP Automotive Technology Iberica S.L. (by SMRPBV) Spain 100% 100% March 31, 2018

SMP Automotive Technology Management Services (Changchun) Co. Ltd. (held by SMP Deutschland GmbH)

China 100% 100% March 31, 2018

SMP Automotive Technologies Teruel Sociedad Limitada (held by SMP Automotive Technology Iberica S.L.)

Spain 100% 100% March 31, 2018

SMP Automotive Systems Mexico S.A. de C.V. (held by SMP Automotive Technology Iberica S.L.)

Mexico 100%-1share 100%-1share March 31, 2018

Samvardhana Motherson Peguform Barcelona S.L.U (held by SMP Automotive Technology Iberica S.L.)

Spain 100% 100% March 31, 2018

SMP Logistik Service GmbH (held by SMP Deutschland GmbH)

Germany 100% 100% March 31, 2018

Samvardhana Motherson Peguform Automotive Technology Portugal S.A. (held by SMP Automotive Technology Iberica S.L.)

Portugal 100% 100% March 31, 2018

SMP Automotive Solutions Slovakia s.r.o (held by SMP Deutschland GmbH)

Slovakia 100% 100% March 31, 2018

Changchun Peguform Automotive Plastics Technology Co., Ltd.(held by SMP Deutschland GmbH)

China 50% +1share 50% +1share March 31, 2018

SMP Automotive Produtos Automotivos do Brasil Ltda. (held by SMP Automotive Technology Iberica S.L.)

Brazil 100%-1share 100%-1share March 31, 2018

Book 1.indb 186Book 1.indb 186 22-09-2018 15:59:1822-09-2018 15:59:18

Page 189: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 187

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

Foshan Peguform Automotive Plastics Technology Co. Ltd. (held by Changchun Peguform Automotive Plastics Technology Co., Ltd.)

China 100% 100% March 31, 2018

SMP Automotive Exterior GmbH (held by Samvardhana Motherson Peguform GmbH)

Germany 100% 100% March 31, 2018

SMP Automotive Interiors (Beijing) Co. Ltd (held by SMRPBV)

China 100% 100% March 31, 2018

Samvardhana Motherson Refl ectec Group Holdings Limited (SMR) (held by SMRPBV)

Jersey 98.45% 98.45% March 31, 2018

Samvardhana Motherson Innovative Autosystems BV & Co. KG (held by Samvardhana Motherson Peguform GmbH)

Germany 100% 100% March 31, 2018

SMR Automotive Holding Hong Kong Limited (held by SMR)

Hong Kong 100% 100% March 31, 2018

SMR Automotive Technology Holding Cyprus Limited (held by SMR)

Cyprus 100% 100% March 31, 2018

SMR Automotive Mirror Systems Holding Deutschland GmbH (held by SMR)

Germany 100% 100% March 31, 2018

SMR Automotive Mirrors Stuttgart GmbH (held by SMR Automotive Mirror Systems Holding Deutschland GmbH)

Germany 100% 100% March 31, 2018

SMR Automotive Modules Korea Ltd (formerly known as SMR Poong Jeong Automotive Mirrors Korea Ltd.) (held by SMR Automotive Mirror Systems Holding Deutschland GmbH)

South Korea 100% 100% March 31, 2018

SMR Hyosang Automotive Ltd. (held by SMR) South Korea 100% 100% March 31, 2018

SMR Holding Australia Pty Ltd. (held by SMR) Australia 100% 100% March 31, 2018

SMR Automotive Australia Pty Limited (held by SMR) Australia 100% 100% March 31, 2018

SMR Automotive Mirror Technology Hungary BT (held by SMR)

Hungary 100% 100% March 31, 2018

SMR Grundbesitz GmbH & Co. KG (held by SMR) Germany 93.07% 93.07% March 31, 2018

SMR Automotive (Langfang) Co. Ltd (held by SMR Automotive Modules Korea Ltd)

China 100% 100% March 31, 2018

SMR Automotive Mirror Parts and Holdings UK Ltd (held by SMR)

UK 100% 100% March 31, 2018

SMR Automotive Mirrors UK Limited (held by SMR) UK 100% 100% March 31, 2018

SMR Automotive Technology Valencia S.A.U. (held by SMR)

Spain 100% 100% March 31, 2018

SMR Automotive Mirror International USA Inc. (held by SMR)

USA 100% 100% March 31, 2018

SMR Automotive Systems USA Inc. (held by SMR) USA 100% 100% March 31, 2018

SMR Automotive Systems France S.A. (held by SMR Automotive Technology Holding Cyprus Limited)

France 100% 100% March 31, 2018

SMR Automotive Systems India Limited (Jointly held by the MSSL and SMR Automotive Technology Holding Cyprus Ltd)

India 100% 100% March 31, 2018

SMR Automotive Yancheng Co. Limited (held by SMR Automotive Holding Hong Kong Limited)

China 100% 100% March 31, 2018

Book 1.indb 187Book 1.indb 187 22-09-2018 15:59:1822-09-2018 15:59:18

Page 190: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

188 Annual Report 2017-18

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

SMR Automotive Beijing Company Limited (held by SMR Automotive Holding Hong Kong Limited)

China 100% 100% March 31, 2018

SMR Automotive Mirror Technology Holding Hungary KFT (held by SMR Automotive Technology Holding Cyprus Limited)

Hungary 100% 100% March 31, 2018

SMR Automotive Systems Spain S.A.U (held by SMR) Spain 100% 100% March 31, 2018

SMR Automotive Vision Systems Mexico S.A de C.V (held by SMR)

Mexico 100% 100% March 31, 2018

SMR Automotive Servicios Mexico S.A de C.V (held by SMR) - under liquidation

Mexico 100% 100% March 31, 2018

SMR Patents S.à.r.l. (held by SMR) Luxembourg 100% 100% March 31, 2018

SMR Automotive Beteiligungen Deutschland GmbH (held by SMR)

Germany 100% 100% March 31, 2018

SMR Automotive Brasil Ltda. (held by SMR) Brazil 100% 100% March 31, 2018

SMR Automotives Systems Macedonia Dooel Skopje (held by SMR)

Macedonia 100% 100% March 31, 2018

SMR Automotive System (Thailand) Limited (held by SMR Automotive Technology Holding Cyprus Limited)

Thailand 100% 100% March 31, 2018

SMR Automotive Operations Japan K.K. (held by SMR) Japan 100% 100% March 31, 2018

SMR Automotive Vision System Operations USA INC. (held by SMR)

USA 100% 100% March 31, 2018

SMR Mirror UK Limited (held by SMR) UK 100% 100% March 31, 2018

Samvardhana Motherson Innovative Autosystems Holding Company BV (held by SMR)

Netherlands 100% 100% March 31, 2018

SM Real Estate GmbH (held by SMP Automotive Exterior GmbH)

Germany 94.80% 94.80% March 31, 2018

Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V. (held jointly by SMR & SMP)

Mexico 100% 100% March 31, 2018

Samvardhana Motherson Global (FZE) (Held by SMR) UAE 100% 100% March 31, 2018

SMP Automotive Systems Alabama Inc. USA 100% 100% March 31, 2018

Motherson Innovations Company Limited (Held by SMR) UK 100% 100% March 31, 2018

Motherson Innovations Deutschland GmbH Germany 100% 100% March 31, 2018

SAKS Ancillaries Limited India 40.01% 40.01% March 31, 2018

Re time Pty Limited (held by SMR) Australia 35% 35% March 31, 2018

Kyungshin Industrial Motherson Limited India 50% 50% March 31, 2018

Calsonic Kansei Motherson Auto Products Private Limited India 49% 49% March 31, 2018

Ningbo SMR Huaxiang Automotive Mirrors Co. Ltd. (through SMR)

China 50% 50% March 31, 2018

Chongqing SMR Huaxiang Automotive Products Limited (through SMR)

China 50% 50% March 31, 2018

Celulosa Fabril S.A. (CEFA) (through SMP Automotive Technology Iberica S.L.)

Spain 50% 50% March 31, 2018

Modulos Ribera Alta S.L. Unipersonal (held by Celulosa Fabril S.A.)

Spain 100% 100% March 31, 2018

Book 1.indb 188Book 1.indb 188 22-09-2018 15:59:1822-09-2018 15:59:18

Page 191: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 189

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

Eissmann SMP Automotive Interieur Slovensko s.r.o (through SMP Deutschland GmbH )

Slovakia 49% 49% March 31, 2018

Motherson Polymers Compounding Solution Limited (Formerly known as Samvardhana Motherson Nippisun Technology Ltd)

India 100% 100% March 31, 2018

MSSL Manufacturing Hungary Kft (held by MSSL GMBH) Hungary 100% 100% March 31, 2018

SMR Automotive Industries RUS Limited Liability Company (incorporated on 03.10.2016) (held by SMR)

Russia 100% 100% March 31, 2018

Motherson Innovations Lights GmbH & Co KG (formerly Kobek Siebdruck GmbH & Co. KG – acquired on 02.01.2017 held by Samvardhana Motherson Peguform GmbH)

Germany 100% 100% March 31, 2018

Motherson Innovations Lights Verwaltungs GmbH (formerly Kobek Verwaltungs GmbH - acquired on 02.01.2017 held by Motherson Innovations Lights GmbH & Co KG)

Germany 100% 100% March 31, 2018

MSSL Estonia WH OÜ (incorporated on 30.01.2017) (held by MSSL (GB) Limited)

Estonia 100% 100% March 31, 2018

PKC Group Plc (held by MSSL Estonia WH OÜ) * Finland 100% 100% March 31, 2018

PKC Wiring Systems Oy (held by PKC Group Plc)* Finland 100% 100% March 31, 2018

PKC Netherlands Holding B.V. (held by PKC Group Plc)* Netherlands 100% 100% March 31, 2018

PKC Group Poland Sp. z o.o. (held by PKC Eesti AS)* Poland 100% 100% March 31, 2018

PKC Wiring Systems Llc (held by PKC Wiring Systems Oy )*

Serbia 100% 100% March 31, 2018

PKC Group APAC Limited (held by PKC Wiring Systems Oy)*

Hong Kong 100% 100% March 31, 2018

PKC Group Canada Inc. (held by PKC Wiring Systems Oy)*

Canada 100% 100% March 31, 2018

PKC Group USA Inc. (held by PKC Wiring Systems Oy )* USA 100% 100% March 31, 2018

PKC Group Mexico S.A. de C.V. (held by PKC Wiring Systems Oy)*

Mexico 100% 100% March 31, 2018

Project del Holding S.a.r.l. (held by PKC Wiring Systems Oy)*

Luxembourg 100% 100% March 31, 2018

PK Cables do Brasil Ltda (Jointly held by PKC Wiring Systems Oy & Project Del Holding S.à.r.l.)*

Brazil 100% 100% March 31, 2018

PKC Eesti AS (held by PKC Wiring Systems Oy)* Estonia 100% 100% March 31, 2018

TKV-sarjat Oy (held by PKC Wiring Systems Oy)* Finland 100% 100% March 31, 2018

PKC SEGU Systemelektrik GmbH (held by PKC Wiring Systems Oy)*

Germany 100% 100% March 31, 2018

PK Cables Nederland B.V. (held by PKC Netherlands Holding B.V.)*

Netherlands 100% 100% March 31, 2018

Groclin Luxembourg S.à r.l. (held by PKC Group Poland Holding Sp. z o.o.)*

Luxembourg 100% 100% March 31, 2018

PKC Vehicle Technology (Suzhou) Co., Ltd. (held by PKC Group APAC Limited )*

China 100% 100% March 31, 2018

AEES Inc. (held by PKC Group USA Inc.)* USA 100% 100% March 31, 2018

Book 1.indb 189Book 1.indb 189 22-09-2018 15:59:1922-09-2018 15:59:19

Page 192: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

190 Annual Report 2017-18

Name of the CompanyCountry of

Incorporation

% voting power held as at Reporting Dates used for Consolidation

March31, 2018

March31, 2017

PKC Group Lithuania UAB (held by PKC Eesti AS )* Lithuania 100% 100% March 31, 2018

PKC Group Poland Holding Sp. z o.o. (Acquired on March 29, 2017 held by PKC Wiring Systems Oy )*

Poland 100% 100% March 31, 2018

OOO AEK (held by PKC Eesti AS )* Russia 100% 100% March 31, 2018

Kabel-Technik-Polska Sp. z o.o. (held by Groclin Luxembourg S.à r.l.)*

Poland 100% 100% March 31, 2018

AEES Power Systems Limited partnership (Jointly held by T.I.C.S. Corporation & AEES Inc.)*

USA 100% 100% March 31, 2018

T.I.C.S. Corporation (held by AEES Inc.)* USA 100% 100% March 31, 2018

Fortitude Industries Inc. (held by AEES Inc.)* USA 100% 100% March 31, 2018

AEES Manufactuera, S. De R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

Cableodos del Norte II, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

Arneses y Accesorios de México, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

Asesoria Mexicana Empresarial, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

Arneses de Ciudad Juarez, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

PKC Group de Piedras Negras, S. de R.L. de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

PKC Group AEES Commercial S. de R.L de C.V (held by Project del Holding S.a.r.l.)*

Mexico 100% 100% March 31, 2018

Jiangsu Huakai-PKC Wire Harness Co., Ltd. (held by PKC Group APAC Limited )*

China 50% 50% March 31, 2018

PKC Vechicle Technology (Hefei) Co, Ltd. (held by PKC Group APAC Limited )*

China 50% 50% March 31, 2018

Shenyang SMP Automotive Components Co. Ltd. (held by Changchun Peguform Automotive Plastics Technology Co., Ltd.) (incorporated on August 22, 2017)

China 100% - March 31, 2018

Tianjin SMP Automotive Component Company Limited (held by Changchun Peguform Automotive Plastics Technology Co., Ltd.) (incorporated on March 06, 2018)

China 100% - March 31, 2018

Shangdong Huakai-PKC Wire Harness Co., Ltd. (held by Jiangsu Huakai-PKC Wire Harness Co., Ltd. )

China 50% - March 31, 2018

Hubei Zhengao PKC Automotive Wiring Company Ltd. (held by PKC)

China 40% - March 31, 2018

Motherson Air Travel Pvt Ltd (held by MSSL GMBH) Ireland 100% - March 31, 2018

* Acquired on March 27, 2017 (Refer note 52)

Book 1.indb 190Book 1.indb 190 22-09-2018 15:59:1922-09-2018 15:59:19

Page 193: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 191

42. Interests in Joint Ventures

The Group’s interests, as a venture, in jointly controlled entities as at March 31, 2018 are:

Name of the CompanyCountry of

Incorporation

% voting power held as at

March31, 2018

March31, 2017

Samvardhana Motherson Global Holding Limited (Consolidated) (held by Samvardhana Motherson Holding (M) Private Limited)

Cyprus 49% 49%

Motherson Sumi Systems Limited (Consolidated) India 33.43% 34.81%

Anest Iwata Motherson Coating Equipment Private Limited India 49% 49%

Anest Iwata Motherson Private Limited India 49% 49%

AES (India) Engineering Limited India 26% 26%

Valeo Motherson Thermal Commercial Vehicles India Limited (formerly known as Spheros Motherson Thermal System Limited)

India 49% 49%

Matsui Technologies India Limited India 50% 50%

Fritzmeier Motherson Cabin Engineering Private Limited India 50% 50%

Nissin Advanced Coating Indo Co. Private Limited India 49% 49%

Magneti Marelli Motherson India Holding B.V. Netherlands 50% 50%

Magneti Marelli Motherson Auto System Private Ltd (% held by Magneti Marelli Motherson India Holding B.V.)

India 100% 100%

CTM India Limited India 41% 41%

Nachi Motherson Precision Private Limited India - 49%

Motherson Bergstrom HVAC Solution Private Limited India 50% 50%

Magneti Marelli Motherson Shock Absorbers India Private Ltd. India 50% 50%

Samvardhana Motherson Polymers Limited (Consolidated) India 49% 49%

Youngshin Motherson Auto Tech Limited India 50% -

Following amounts represent the Group’s share of the contingent liabilities and capital commitment of the joint ventures:

Particulars As atMarch 31, 2018

As atMarch 31, 2017

Contingent Liabilities

Excise matters 17 23

Sales tax matters 27 76

Service tax matters 12 16

Claims made by workmen 42 25

Income tax matters 158 84

Unfi lled export commitment under EPCG scheme 112 124

Bank guarantees 247 330

Others 1,264 502

Capital Commitment 8,308 2,242

Book 1.indb 191Book 1.indb 191 22-09-2018 15:59:1922-09-2018 15:59:19

Page 194: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

192 Annual Report 2017-18

43. Provisions

Warranty

A provision is recognized for expected warranty claims on products sold during the last year, based on past experience of the level of repairs and returns. Due to the very nature of such costs, it is not possible to estimate the uncertainties relating to the outfl ows of economic benefi ts.

Onerous Contracts

Onerous contracts represent management’s best estimate of the amount by which the expected benefi ts from certain specifi c contracts are lower than the unavoidable cost of meeting its obligations under those contracts. The time frame within which such provisions will unwind varies by contract.

Litigations

Provision for litigations/disputes represents claims against the Group not acknowledged as debts that are expected to materialise in respect of matters in litigation.

Provision for litigation has been created in respect of following matters:

a) Labour claims - INR 97 million (Previous year : INR 64 million): Amount of the provision relates to claims against the Group in respect of overtime payment, salary parity payment, tenure / damages caused by labour related diseases and labour accidents.

b) Tax and other claims - INR 9 million (Previous year : INR 94 million): Amount of the provision relates to claims against the Group in respect of sales tax , excise and entry tax demands including interest thereon, where applicable, being contested by the Group. It is not practicable for the Group to estimate the timings of cash outfl ows, if any, in respect of the above pending resolution of the respective proceedings.

c) Litigation Cost - INR Nil (Previous year : INR 210 million): Amount of provision relates to costs to be incurred in respect of compensation claim, on Cross Industries (former shareholder of Peguform Group (subsidiary of MSSL)) for violation of obligations of the share purchase agreement, fi led with International Chamber of Commerce.

The Group has the following provisions in the books of account:

Warranty Onerous Contracts Litigations

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

Opening Balance 1,114 1,238 9 10 368 212

Deletion on account of change in share holding*

(16) (18) - (0) (5) (3)

Additions during the year 562 325 - - 16 271

Utilised / Reversed during the year

(361) (369) (10) - (299) (97)

Exchange translation adjustment

114 (62) 1 (1) 26 (15)

Closing balance 1,413 1,114 - 9 106 368

Classifi ed as Non – Current (Refer Note 8)

235 112 - - 44 64

Classifi ed as Current (Refer Note 12)

1,178 1,002 - 9 62 304

*On account of change in shareholding in Motherson Sumi Systems Limited consequent to sale of shares held by Company and sale of shareholding in Nachi Motherson Tool Technology Limited and Nachi Motherson Precision Private Limited (Previous year: on account of change in holding in Motherson Sumi Systems Limited consequent to preferential and QIB allotment to other shareholders).

Book 1.indb 192Book 1.indb 192 22-09-2018 15:59:1922-09-2018 15:59:19

Page 195: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 193

44 Additional information required by Schedule III

March 31, 2018:

Name of entity Net Assets1

As at March 31, 2018Share in profi t or (loss)1

For the year ended March 31, 2018

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Samvardhana Motherson International Limited 23 14,673 45 8,178

Subsidiaries:

Indian:

SAKS Ancillaries Limited 0 99 0 7

Motherson Machinery and Automations Limited 0 9 0 (0)

Nachi Motherson Tool Technology Limited - - 0 0

Tigers Connect Travel Systems & Solutions Limited 6 3,635 0 (21)

Motherson Molds and Diecasting Limited 0 163 0 38

Motherson Advanced Tooling Solutions Limited 0 (139) 0 15

Motherson Auto Solutions Limited 4 2,743 0 (40)

MothersonSumi Infotech & Designs Limited 1 509 1 99

Samvardhana Motherson Virtual Analysis Limited 0 9 0 0

Motherson Auto Engineering Service Limited 0 (37) 0 5

MSID US Inc. 0 16 0 10

MothersonSumi Infotekk And Designs GmbH 0 61 0 18

MothersonSumi INfotech and Designs SG Pte. Limited

0 7 0 2

MothersonSumi INfotech & Designs KK 0 (87) 0 (31)

Motherson Consultancies Service Limited 0 (8) 0 32

Motherson Sintermetal Technology Limited (2) (1,503) (7) (1,190)

Motherson Sintermetal Technology B.V. 2 1,053 0 (26)

Motherson Sintermetal Products S.A. 0 201 (2) (313)

Motherson Techno Tools Limited 2 1,037 1 115

Motherson Techno Tools Mideast 0 189 0 17

Samvardhana Motherson Auto Component Private Limited

0 (89) (1) (119)

Samvardhana Motherson Auto System Private Limited

0 (26) 0 (26)

Samvardhana Motherson Refrigeration Product Limited

0 (172) 0 (5)

Motherson Invenzen XLab Pvt. Limited 0 (101) 0 (62)

MS Global India Automotive Private Limited 1 397 0 33

Samvardhana Motherson Adsys Tech Limited 0 7 0 (39)

Book 1.indb 193Book 1.indb 193 22-09-2018 15:59:1922-09-2018 15:59:19

Page 196: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

194 Annual Report 2017-18

Name of entity Net Assets1

As at March 31, 2018Share in profi t or (loss)1

For the year ended March 31, 2018

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Foreign:

Samvardhana Motherson Finance Services Cyprus Limited

1 539 (1) (235)

Samvardhana Motherson Holding (M) Pvt. Limited (1) (701) 0 (6)

Associates (As per equity method)

Foreign:

Hubei Zhengao PKC Automotive Wiring Company Limited

0 229 0 19

Re time Pty Limited 0 6 0 (3)

Joint Ventures (As per proportionate consolidation)

Indian:

AES (India) Engineering Limited 0 9 0 (4)

Anest Iwata Motherson Private Limited 0 241 0 31

Anest Iwata Motherson Coating Equipment Limited 0 45 0 13

CTM India Limited 0 243 0 68

Fritzmeier Motherson Cabin Engineering Private Limited

0 286 0 42

Matsui Technologies India Limited 0 50 0 17

Magneti Marelli Motherson Auto System Private Limited

1 846 1 241

Motherson Sumi Systems Limited 33 20,587 16 2,913

Nissin Advanced Coating Indo Co. Private Limited 0 56 0 (1)

Nachi Motherson Precision Private Limited - - 0 0

Magneti Marelli Motherson Shock Absorbers India Private Limited

1 383 0 4

Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly Spheros Motherson Thermal System Limited)

0 98 0 29

Motherson Bergstrom HVAC Solutions Pvt. Limited 0 12 0 2

Youngshin Motherson Auto Tech Limited 0 53 0 (2)

Samvardhana Motherson Polymers Limited 1 434 0 (1)

MSSL Automobile Component Limited 0 0 0 (0)

Motherson Polymers Compounding Solution Limited 0 2 0 (3)

Kyungshin Industrial Motherson Limited 1 618 1 141

Calsonic Kansei Motherson Auto Products Private Limited

0 183 0 43

Book 1.indb 194Book 1.indb 194 22-09-2018 15:59:1922-09-2018 15:59:19

Page 197: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 195

Name of entity Net Assets1

As at March 31, 2018Share in profi t or (loss)1

For the year ended March 31, 2018

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Foreign:

Magneti Marelli Motherson India Holding B.V. 0 246 0 (3)

Samvardhana Motherson Refl ectec Group Holdings Limited

23 14,606 14 2,610

SMR Automotive Technology Holding, Cyprus Limited

11 7,014 4 780

SMR Automotive Brasil LTDA. 1 934 1 166

SMR Automotive Mirror Technology Holding Hungary KFT

4 2,342 5 911

SMR Holding Australia Pty Limited 3 1,664 5 908

SMR Automotive Australia Pty Limited 2 1,213 4 638

SMR Automotive Mirror Technology, Hungary BT 6 3,575 0 (56)

SMR Automotive Systems, France S.A. (1) (659) (4) (639)

SMR Automotive Systems India Limited 3 2,123 3 576

SMR Automotive System (Thailand) Limited 1 469 0 (31)

SMR Automotive Mirror Parts and Holdings, UK Limited

17 10,368 8 1,409

SMR Patents S.à.r.l. 0 (3) 0 1

SMR Automotive Technology Valencia S.A.U. 0 177 0 (7)

SMR Automotive Mirrors UK Limited 1 389 1 260

SMR Automotive Mirror Systems Holding Deutschland GmbH

2 1,492 6 1,153

SMR Hyosang Automotive Limited 2 1,543 1 95

SMR Automotive Modules Korea Limited 6 3,683 3 542

SMR Automotive Beteiligungen Deutschland GmbH 0 201 0 46

SMR Automotive Systems Spain SAU 1 510 3 619

SMR Automotive Servicios Mexico S.A. de C.V. 0 47 0 (0)

SMR Automotive Vision Systems Mexico S.A. de C.V. 3 2,084 3 518

SMR Automotive Mirror Stuttgart GmbH 2 953 2 399

SMR Grundbesitz GmbH & Co. KG 1 346 0 29

SMR Mirror UK Limited 4 2,281 7 1,314

SMR Automotive Systems USA Inc. 8 5,208 21 3,729

SMR Automotive Mirror International USA Inc. 18 11,199 18 3,188

SMR Automotive Vision System Operations USA INC 6 3,978 1 186

SMR Automotive Beijing Company Limited 1 358 0 3

SMR Automotive Yancheng Co. Limited 1 714 0 (37)

Book 1.indb 195Book 1.indb 195 22-09-2018 15:59:1922-09-2018 15:59:19

Page 198: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

196 Annual Report 2017-18

Name of entity Net Assets1

As at March 31, 2018Share in profi t or (loss)1

For the year ended March 31, 2018

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

SMR Automotive Holding Hong Kong Limited 0 199 0 (1)

SMR Automotive Operations Japan k.k. 0 59 0 10

SMR Automotive (Langfang) Co. Limited 0 8 (1) (185)

SMR Automotives Systems Macedonia Dooel Skopje 0 (14) 0 1

SMR Automotive Industries RUS Limited Liability Company

0 20 0 (6)

Samvardhana Motherson Peguform GmbH (2) (944) (7) (1,238)

SMP Automotive Exterior GmbH 1 344 (5) (909)

SMP Deutschland GmbH 20 12,331 34 6,145

SMP Logistik Service GmbH 0 43 0 2

SMP Automotive Solutions Slovakia s.r.o. (2) (1,393) (1) (100)

Changchun Peguform Automotive Plastics Technology Limited

12 7,603 15 2,734

Foshan Peguform Automotive Plastics Technology Co. Limited

0 206 0 (2)

Shenyang SMP Automotive Components Co. Limited

0 61 0 -

SMP Automotive Technology Management Services (Changchun) Co. Limited

0 (34) 0 (19)

SMP Automotive Interiors (Beijing) Co. Limited 1 390 2 347

SMP Automotive Technology Iberica S.L. 6 3,559 1 166

SMP Automotive Technologies Teruel Sociedad Limitada

0 221 1 96

Samvardhana Motherson Peguform Barcelona S.L.U 1 441 2 337

SMP Automotive Produtos Automotivos do Brasil LTDA

(2) (1,486) (10) (1,749)

SMP Automotive Systems México, S. A. de C. V. 6 3,744 5 974

Samvardhana Motherson Peguform Automotive Technology Portugal, S.A.

1 346 1 192

Celulosa Fabril (Cefa) S.A. 3 2,126 4 659

Modulos Ribera Alta S.L. Unipersonal 3 2,096 2 368

Samvardhana Motherson Innovative Autosystems B.V. & Co. KG

6 3,624 2 448

Samvardhana Motherson Innovative Autosystems Holding Company B.V.

0 7 0 0

Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V.

1 649 1 110

SM Real Estate GmbH 0 100 0 38

Book 1.indb 196Book 1.indb 196 22-09-2018 15:59:1922-09-2018 15:59:19

Page 199: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 197

Name of entity Net Assets1

As at March 31, 2018Share in profi t or (loss)1

For the year ended March 31, 2018

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Motherson Innovations Lights GmbH & Co. KG 0 10 0 2

Motherson Innovations Lights Verwaltungs GmbH 0 2 0 0

SMP Automotive Systems Alabama Inc. (5) (2,984) (12) (2,181)

PKC group Plc 6 3,735 0 (10)

PKC Nederland Holding B.V 1 334 0 66

PK Cables Nederland B.V. 0 2 0 0

PKC Wiring Systems Oy 3 1,651 (3) (500)

PKC Group Poland Sp. z o.o. 0 (42) (1) (147)

PKC SEGU Systemelektrik GmbH 0 (68) 0 (49)

PKC Wiring Systems Llc 0 147 0 (32)

PKC Eesti AS 6 3,716 2 412

TKV-Sarjat Oy 0 2 0 (0)

OOO AEK 0 103 0 25

PKC Group Lithuania UAB 0 73 0 (11)

PK Cables do Brasil LTDA 1 375 0 (14)

PKC Group Canada Inc. 0 125 0 3

PKC Group Mexico S.A. de C.V. 0 48 0 (1)

Project Del Holding S.à.r.l. 1 439 0 27

AEES Manufacturera, S. De R.L. de C.V 0 282 0 30

Arneses de Ciudad Juarez, S. de R.L. de C.V. 0 11 0 4

Arneses y Accesorios de México, S. de R.L. de C.V. 0 101 0 40

Cableados del Norte II, S. de R.L. de C.V. 0 53 0 16

Asesoria Mexicana Empresarial, S. de R.L. de C.V. 0 30 0 3

Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V.

0 1 0 (0)

PKC Group de Piedras Negras, S. de R.L. de C.V. 0 11 0 6

PKC Group AEES Commercial, S. de R.L. de C.V. 0 7 0 3

PKC Group USA Inc. (5) (3,187) (2) (291)

AEES Inc. 3 2,128 3 497

AEES Power Systems Limited Partnership 1 487 0 55

Fortitude Industries Inc. (dba ATM) 0 246 0 38

PKC Vehicle Technology (Hefei) Co., Limited 0 191 0 (45)

PKC Vehicle technology (Suzhou) Co. Limited 0 (164) 0 (65)

Jiangsu Huakai-PKC Wire Harness Co., Limited 2 1,150 2 298

Shandong Huakai-PKC Wire Harness Co. Limited 0 50 0 (21)

Book 1.indb 197Book 1.indb 197 22-09-2018 15:59:1922-09-2018 15:59:19

Page 200: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

198 Annual Report 2017-18

Name of entity Net Assets1

As at March 31, 2018Share in profi t or (loss)1

For the year ended March 31, 2018

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

PKC Group APAC Limited (1) (459) 0 (76)

Kabel Technik Polska Sp. z o.o. 1 334 0 18

PKC Group Poland Holding Sp. z o.o. 0 271 0 (4)

Groclin Luxembourg S.à r.l. 1 601 0 (1)

MSSL Mideast (FZE) 13 8,386 1 165

MSSL GB Limited 16 10,064 1 135

MSSL Mauritius Holdings Limited 2 1,380 1 156

Samvardhana Motherson Global Holdings Limited Cyprus

94 58,913 0 17

MSSL (S) Pte Limited 0 299 0 (1)

Motherson Electrical Wires Lanka Private Limited 0 157 0 60

MSSL Consolidated Inc. USA 1 565 0 (25)

MSSL Wiring Systems Inc 2 1,001 2 274

Alphabet De Mexico S.A. de C.V 0 131 0 24

Alphabet De Saltillo S.A. de C.V. 0 53 0 10

Alphabet De Mexico de Monclova S.A. de C.V 0 65 0 14

MSSL Wirings Juarez S.A. de C.V. 0 2 0 1

MSSL Japan Limited 0 30 0 (7)

MSSL Mexico S.A. De C.V. 0 148 0 23

MSSL WH System (Thailand) Co. Limited 0 46 0 29

MSSL Korea WH Limited 0 (1) 0 1

MSSL Ireland Private Limited 0 9 0 1

MSSL s.r.l. Unipersonale 0 3 0 1

MSSL Estonia WH OÜ 0 (100) 1 247

MSSL Australia Pty Limited 0 76 0 3

Motherson Elastomers Pty Limited 0 122 0 31

Motherson Investments Pty Limited 0 1 0 2

MSSL Global RSA Module Engineering Limited 1 462 1 161

Vacuform 2000 (Proprietary) Limited 0 9 0 23

MSSL GMBH 1 433 0 (3)

Samvardhana Motherson Invest Deutschland GmbH 0 27 0 (0)

MSSL Advanced Polymers s.r.o. 0 182 0 31

Motherson Orca Precision Technology GmbH 0 33 0 3

Samvardhana Motherson Polymers Management Germany GMBH

0 1 0 (0)

Book 1.indb 198Book 1.indb 198 22-09-2018 15:59:1922-09-2018 15:59:19

Page 201: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 199

Name of entity Net Assets1

As at March 31, 2018Share in profi t or (loss)1

For the year ended March 31, 2018

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Motherson Techno Precision México, S.A. de C.V 0 (59) 0 15

MSSL Manufacturing Hungary Kft 0 44 0 (25)

Motherson Air Travel Pvt Limited 0 (38) 0 (36)

MSSL Tooling (FZE) 0 287 0 61

Motherson Wiring System (FZE) 0 (41) 0 2

Global Environment Management (FZC) 0 (25) 0 (90)

Global Environment Management Australia Pty Limited

0 0 0 90

Samvardhana Motherson Global (FZE) 0 72 0 21

Motherson Innovations Company Limited 2 1,303 (4) (805)

Motherson Innovations Deutschland GmbH 0 1 0 (0)

Samvardhana Motherson Automotive Systems Group B.V.

122 76,464 7 1,253

Eissmann SMP Automotive Interieur Slovensko s.r.o 1 422 0 20

Ningbo SMR Huaxiang Automotive Mirrors Co. Limited

2 1,521 4 694

Chongqing SMR Huaxiang Automotive Products 1 457 1 166

Tianjin SMP Automotive Component Company Limited

0 0 0 0

MSSL Overseas Wiring System Ltd., U.K. 0 0 0 0

T.I.C.S. Corporation 0 0 0 0

Minority Interest in All Subsidiaries (35) (22,152) (27) (4,927)

March 31, 2017:

Name of entity Net Assets1

As at March 31, 2017Share in profi t or (loss)1

For the year ended March 31, 2017

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Samvardhana Motherson International Limited 17 7,797 (15) (1,222)

Subsidiaries:

Indian:

SAKS Ancillaries Limited 0 91 0 4

Motherson Machinery and Automations Limited 0 11 0 1

Nachi Motherson Tool Technology Limited 0 27 0 (5)

Tigers Connect Travel Systems & Solutions Limited 0 56 0 0

Motherson Molds and Diecasting Limited 0 141 0 38

Book 1.indb 199Book 1.indb 199 22-09-2018 15:59:1922-09-2018 15:59:19

Page 202: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

200 Annual Report 2017-18

Name of entity Net Assets1

As at March 31, 2017Share in profi t or (loss)1

For the year ended March 31, 2017

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Motherson Advanced Tooling Solutions Limited 0 (154) 0 (40)

Motherson Auto Solutions Limited 6 2,784 (1) (51)

MothersonSumi Infotech & Designs Limited 1 440 1 48

Samvardhana Motherson Virtual Analysis Limited 0 9 0 2

Motherson Auto Engineering Service Limited 0 (43) 0 (19)

MSID US Inc. 0 5 0 7

MothersonSumi Infotekk And Designs GmbH 0 36 0 16

MothersonSumi INfotech and Designs SG Pte. Limited

0 4 0 (17)

MothersonSumi INfotech & Designs KK 0 (52) 0 2

Motherson Consultancies Service Limited 0 (40) 0 17

Motherson Sintermetal Technology Limited (1) (313) (4) (317)

Motherson Sintermetal Technology B.V. 2 930 0 (4)

Motherson Sintermetal Products S.A. 0 84 (6) (446)

Motherson Techno Tools Limited 2 922 0 30

Motherson Techno Tools Mideast 0 171 0 9

Samvardhana Motherson Auto Component Private Limited

0 30 (1) (48)

Samvardhana Motherson Auto System Private Limited

0 (0) 0 (10)

Samvardhana Motherson Refrigeration Product Limited

0 (167) 0 (23)

Motherson Invenzen XLab Pvt. Limited 0 (39) (1) (53)

Foreign:

Samvardhana Motherson Finance Services Cyprus Limited

2 773 4 306

Samvardhana Motherson Holding (M) Pvt. Limited (1) (598) (1) (61)

Associates (As per equity method)

Indian:

Motherson Air Travel Agencies Limited 0 - 0 6

Foreign:

Re time Pty Limited 0 9 0 (10)

Joint Ventures (As per proportionate consolidation)

Indian:

AES (India) Engineering Limited 0 13 0 2

Anest Iwata Motherson Private Limited 0 210 0 21

Book 1.indb 200Book 1.indb 200 22-09-2018 15:59:1922-09-2018 15:59:19

Page 203: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 201

Name of entity Net Assets1

As at March 31, 2017Share in profi t or (loss)1

For the year ended March 31, 2017

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

Anest Iwata Motherson Coating Equipment Limited 0 39 0 9

CTM India Limited 0 203 1 60

Fritzmeier Motherson Cabin Engineering Private Limited

1 244 0 14

Matsui Technologies India Limited 0 38 0 11

Magneti Marelli Motherson Auto System Private Limited

1 605 1 90

Motherson Sumi Systems Limited 45 20,132 35 2,852

Nissin Advanced Coating Indo Co. Private Limited 0 57 0 9

Nachi Motherson Precision Private Limited 0 72 0 8

Samvardhana Motherson Polymers Limited 13 5,993 20 1,634

Magneti Marelli Motherson Shock Absorbers India Private Limited

1 330 (1) (91)

Valeo Motherson Thermal Commercial Vehicles India Limited (Formerly Spheros Motherson Thermal System Limited)

0 76 0 20

Motherson Bergstrom HVAC Solutions Pvt. Limited 0 10 0 (1)

Samvardhana Motherson Polymers Limited 1 442 0 (13)

MSSL Automobile Component Limited 0 0 0 (0)

Motherson Polymers Compounding Solution Limited 0 5 0 -

Kyungshin Industrial Motherson Limited 1 587 3 223

Calsonic Kansei Motherson Auto Products Private Limited

0 146 0 39

Foreign:

Magneti Marelli Motherson India Holding B.V. 0 207 0 (2)

Samvardhana Motherson Global Holdings Limited 42 18,591 65 5,274

Samvardhana Motherson Refl ectec Group Holdings Limited

23 10,315 33 2,651

SMR Automotive Technology Holding, Cyprus Limited

13 5,740 3 253

SMR Automotive Brasil LTDA. 2 823 1 54

SMR Automotive Mirror Technology Holding Hungary KFT

5 2,236 9 759

SMR Holding Australia Pty Limited 4 1,668 6 452

SMR Automotive Australia Pty Limited 3 1,501 6 505

SMR Automotive Mirror Technology, Hungary BT 7 3,081 7 572

SMR Automotive Systems, France S.A. 0 18 (6) (488)

SMR Automotive Systems India Limited 4 1,665 5 434

Book 1.indb 201Book 1.indb 201 22-09-2018 15:59:1922-09-2018 15:59:19

Page 204: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

202 Annual Report 2017-18

Name of entity Net Assets1

As at March 31, 2017Share in profi t or (loss)1

For the year ended March 31, 2017

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

SMR Automotive System (Thailand) Limited 1 460 0 (30)

SMR Automotive Mirror Parts and Holdings, UK Limited

22 9,711 19 1,499

SMR Patents S.à.r.l. 0 (3) 0 12

SMR Automotive Technology Valencia S.A.U. 0 161 0 (8)

SMR Automotive Mirrors UK Limited 2 817 4 360

SMR Automotive Mirror Systems Holding Deutschland GmbH

3 1,515 20 1,617

SMR Hyosang Automotive Limited 3 1,404 3 247

SMR Automotive Modules Korea Limited 8 3,775 7 549

SMR Automotive Beteiligungen Deutschland GmbH 0 132 0 12

SMR Automotive Systems Spain SAU 1 451 6 491

SMR Automotive Servicios Mexico S.A. de C.V. 0 46 0 (0)

SMR Automotive Vision Systems Mexico S.A. de C.V. 4 1,838 5 430

SMR Automotive Mirror Stuttgart GmbH 1 462 0 (25)

SMR Grundbesitz GmbH & Co. KG 1 286 0 7

SMR Mirror UK Limited 2 769 (8) (613)

SMR Automotive Systems USA Inc. 10 4,488 37 3,024

SMR Automotive Mirror International USA Inc. 20 8,705 41 3,344

SMR Automotive Vision System Operations USA INC 9 3,825 3 202

SMR Automotive Beijing Company Limited 1 326 0 4

SMR Automotive Yancheng Co. Limited 2 718 2 176

SMR Automotive Holding Hong Kong Limited 0 174 1 59

SMR Automotive Operations Japan k.k. 0 51 0 15

SMR Automotive (Langfang) Co. Limited (1) (381) (4) (288)

SMR Automotives Systems Macedonia Dooel Skopje 0 (12) 0 -

SMR Automotive Industries RUS Limited Liability Company

0 26 0 (4)

Samvardhana Motherson Peguform GmbH (1) (623) (14) (1,148)

SMP Automotive Exterior GmbH 2 1,043 (1) (107)

SMP Deutschland GmbH 20 8,833 50 4,007

SMP Logistik Service GmbH 0 37 0 2

SMP Automotive Solutions Slovakia s.r.o. (3) (1,121) (1) (84)

Changchun Peguform Automotive Plastics Technology Limited

14 6,193 27 2,162

Foshan Peguform Automotive Plastics Technology Co. Limited

0 192 (1) (53)

Shenyang SMP Automotive Components Co. Limited

0 - 0 -

Book 1.indb 202Book 1.indb 202 22-09-2018 15:59:1922-09-2018 15:59:19

Page 205: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 203

Name of entity Net Assets1

As at March 31, 2017Share in profi t or (loss)1

For the year ended March 31, 2017

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

SMP Automotive Technology Management Services (Changchun) Co. Limited

0 (13) 0 4

SMP Automotive Interiors (Beijing) Co. Limited 0 17 2 157

SMP Automotive Technology Iberica S.L. 4 1,965 10 810

SMP Automotive Technologies Teruel Sociedad Limitada

0 206 1 117

Samvardhana Motherson Peguform Barcelona S.L.U 1 447 4 360

SMP Automotive Produtos Automotivos do Brasil LTDA

(3) (1,392) (8) (674)

SMP Automotive Systems México, S. A. de C. V. 6 2,707 (4) (310)

Samvardhana Motherson Peguform Automotive Technology Portugal, S.A.

0 192 2 134

Celulosa Fabril (Cefa) S.A. 4 1,721 1 110

Modulos Ribera Alta S.L. Unipersonal 3 1,486 2 136

Samvardhana Motherson Innovative Autosystems B.V. & Co. KG

6 2,745 15 1,189

Samvardhana Motherson Innovative Autosystems Holding Company B.V.

0 6 0 (8)

Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V.

1 489 3 246

SM Real Estate GmbH 0 51 0 31

Motherson Innovations Lights GmbH & Co. KG 0 7 0 (2)

Motherson Innovations Lights Verwaltungs GmbH 0 1 0 (0)

SMP Automotive Systems Alabama Inc. (1) (295) (3) (256)

PKC group Plc 7 3,343 0 -

PKC Nederland Holding B.V 1 236 0 -

PK Cables Nederland B.V. 0 2 0 -

PKC Wiring Systems Oy 4 1,954 0 -

PKC Group Poland Sp. z o.o. 0 102 0 -

PKC SEGU Systemelektrik GmbH 0 (15) 0 -

PKC Wiring Systems Llc 0 2 0 -

PKC Eesti AS 7 2,935 0 -

TKV-Sarjat Oy 0 2 0 -

OOO AEK 0 81 0 -

PKC Group Lithuania UAB 0 76 0 -

PK Cables do Brasil LTDA 1 419 0 -

PKC Group Canada Inc. 0 164 0 -

PKC Group Mexico S.A. de C.V. 0 49 0 -

Project Del Holding S.à.r.l. 1 394 0 -

Book 1.indb 203Book 1.indb 203 22-09-2018 15:59:2022-09-2018 15:59:20

Page 206: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

204 Annual Report 2017-18

Name of entity Net Assets1

As at March 31, 2017Share in profi t or (loss)1

For the year ended March 31, 2017

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

AEES Manufacturera, S. De R.L. de C.V 1 279 0 -

Arneses de Ciudad Juarez, S. de R.L. de C.V. 0 7 0 -

Arneses y Accesorios de México, S. de R.L. de C.V. 0 58 0 -

Cableados del Norte II, S. de R.L. de C.V. 0 36 0 -

Asesoria Mexicana Empresarial, S. de R.L. de C.V. 0 27 0 -

Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V.

0 1 0 -

PKC Group de Piedras Negras, S. de R.L. de C.V. 0 4 0 -

PKC Group AEES Commercial, S. de R.L. de C.V. 0 4 0 -

PKC Group USA Inc. (7) (2,986) 0 -

AEES Inc. 4 1,689 0 -

AEES Power Systems Limited Partnership 1 445 0 -

Fortitude Industries Inc. (dba ATM) 0 - 0 -

PKC Vehicle Technology (Hefei) Co., Limited 0 62 0 -

PKC Vehicle technology (Suzhou) Co. Limited 0 (121) 0 -

Jiangsu Huakai-PKC Wire Harness Co., Limited 2 759 0 -

Shandong Huakai-PKC Wire Harness Co. Limited 0 - 0 -

PKC Group APAC Limited (1) (314) 0 -

Kabel Technik Polska Sp. z o.o. 1 293 0 -

PKC Group Poland Holding Sp. z o.o. 1 246 0 -

Groclin Luxembourg S.à r.l. 1 539 0 -

MSSL Mideast (FZE) 16 7,352 3 256

MSSL GB Limited 21 9,198 (2) (142)

MSSL Mauritius Holdings Limited 2 1,087 3 216

Samvardhana Motherson Global Holdings Limited Cyprus

115 51,491 0 (38)

MSSL (S) Pte Limited 1 291 0 (0)

Motherson Electrical Wires Lanka Private Limited 1 257 1 50

MSSL Consolidated Inc. USA 1 612 0 (34)

MSSL Wiring Systems Inc 2 729 1 78

Alphabet De Mexico S.A. de C.V 0 107 0 4

Alphabet De Saltillo S.A. de C.V. 0 44 0 16

Alphabet De Mexico de Monclova S.A. de C.V 0 50 0 3

MSSL Wirings Juarez S.A. de C.V. 0 1 0 0

MSSL Japan Limited 0 37 0 9

MSSL Mexico S.A. De C.V. 0 108 0 30

MSSL WH System (Thailand) Co. Limited 0 13 0 (5)

MSSL Korea WH Limited 0 (2) 0 0

Book 1.indb 204Book 1.indb 204 22-09-2018 15:59:2022-09-2018 15:59:20

Page 207: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 205

Name of entity Net Assets1

As at March 31, 2017Share in profi t or (loss)1

For the year ended March 31, 2017

As a % of Consolidated

Net Assets

Amount As a % of Consolidated Profi t / (loss)

Amount

MSSL Ireland Private Limited 0 8 0 1

MSSL s.r.l. Unipersonale 0 1 0 1

MSSL Estonia WH OÜ (1) (325) (4) (346)

MSSL Australia Pty Limited 0 76 0 2

Motherson Elastomers Pty Limited 0 94 0 11

Motherson Investments Pty Limited 0 (0) 0 1

MSSL Global RSA Module Engineering Limited 1 386 3 248

Vacuform 2000 (Proprietary) Limited 0 (14) 0 12

MSSL GMBH 1 391 0 30

Samvardhana Motherson Invest Deutschland GmbH 0 28 0 (1)

MSSL Advanced Polymers s.r.o. 0 117 0 39

Motherson Orca Precision Technology GmbH 0 27 0 9

Samvardhana Motherson Polymers Management Germany GMBH

0 1 0 0

Motherson Techno Precision México, S.A. de C.V 0 (61) 0 (0)

MSSL Manufacturing Hungary Kft 0 64 0 (1)

Motherson Air Travel Pvt Limited 0 - 0 -

MSSL Tooling (FZE) 0 199 1 55

Motherson Wiring System (FZE) 0 (38) 0 1

Global Environment Management (FZC) 0 71 0 (0)

Global Environment Management Australia Pty Limited

0 (93) 0 (0)

Samvardhana Motherson Global (FZE) 0 48 1 41

Motherson Innovations Company Limited 1 366 (6) (493)

Motherson Innovations Deutschland GmbH 0 1 0 (0)

Samvardhana Motherson Automotive Systems Group B.V.

148 65,951 74 5,983

Eissmann SMP Automotive Interieur Slovensko s.r.o 1 349 1 109

Ningbo SMR Huaxiang Automotive Mirrors Co. Limited

2 1,059 6 460

Chongqing SMR Huaxiang Automotive Products 1 374 2 141

Global Environment Management (FZC) (including Global Environment Management Australia Pty Limited)

0 (22) 0 (1)

MSSL Overseas Wiring System Ltd., U.K. 0 0 0 0

T.I.C.S. Corporation 0 0 0 0

Minority Interest in All Subsidiaries (40) (17,647) (57) (4,576)

1 The aforementioned amounts are before group adjustments and inter company eliminations

Book 1.indb 205Book 1.indb 205 22-09-2018 15:59:2022-09-2018 15:59:20

Page 208: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

206 Annual Report 2017-18

45. The Group has outstanding Redeemable Non-Convertible Debentures (“NCDs”) amounting to INR 4,000 million (March 31, 2017: INR 7,200 million). During the year, the Company has redeemed debentures amounting to INR 3,200 million along with redemption premium. The Company is registered with the RBI under Section 45-IA of the RBI Act, 1934 as a Core-investment Company (“CIC”), a class of NBFCs, which are regulated by the RBI in terms of the CIC Directions. In accordance of the aforesaid provisions, the Group is not required to and has therefore not created Debenture Redemption Reserve.

46. During the year ended March 31, 2018, one of the joint ventures of the Company, Samvardhana Motherson Automotive Systems Group “SMRP BV” or “the Joint venture”) issued EUR 300 million (INR 24,089 million) 1.8 Senior Secured Notes due 2024 (the “Notes”) which will mature on July 06, 2024. The Notes are listed on the Irish Stock Exchange and trade on the Global Exchange Market of the Exchange.

The Notes are senior obligations of the SMRP BV and rank pari passu in right of payment with all the SMRP BV’s existing and future senior obligations that are not subordinated in right of payment to the Notes, including the SMRP BV’s obligations under the existing Notes and the Revolving Credit Facilities. The Notes are guaranteed on a senior basis by the SMRP BV and certain of its step down subsidiaries and are also secured by security interests granted over certain property and assets of the SMRP BV and certain of its step down subsidiaries.

The entire proceeds from the issue of the Notes along with a portion of cash balance of the SMRP BV was utilised on July 06, 2017 to repay existing EUR 500 million 4.125 Senior Secured Notes due 2021. The EUR 500 million Notes were repaid at a redemption price (excluding accrued interest) of EUR 102.171 calculated in accordance with the terms of indenture for the said Notes. Accordingly, the Group has charged off redemption premium and transaction costs amounting to EUR 11 million (INR 815 million) have been charged to consolidated statement of profi t and loss during the year ended March 31, 2018 as exceptional expenses.

47. Acquisitions:

Acquisition of PKC Group Plc

In March 2017, MSSL acquired PKC Group Plc., and on acquisition goodwill of INR 11,328 million (representing Group’s share) was recorded based on best estimates in the consolidated fi nancial statement of the Group. During the current year, MSSL has recorded certain adjustments of INR 394 million (representing Group’s share) which pertains to PKC acquisition and accordingly the same has been adjusted in the goodwill.

Acquisition of Fortitude Inc.

On April 1, 2017, the MSSL acquired Fortitude Industries, Inc. (dba Advanced Transit Manufacturing, or ATM) in the United States. The consideration of the transaction is EUR 11.2 million (equivalent to INR 773 million). ATM develops and manufactures electrical distribution systems for rolling stock manufacturers. The acquisition has been consolidated by the Group from April 1, 2017.

Acquisition of MS Global India Automotive Private Limited (MSGI)

On January 02, 2018, the Company acquired MS Global India Automotive Private Limited in the India. The consideration of the transaction is INR 100 million. The acquisition has been consolidated by the Group from January 02, 2018. The transaction has resulted in Capital reserve amounting to INR 264 million, which has been shown as addition to Capital reserve on consolidation.

(Refer note 44 for effect on the fi nancial positions and fi nancial results)

48. On April 2, 2018, SMRP BV executed the put option agreement for the proposed acquisition of 100% stake in Reydel Automotive Holdings B.V. and Reydel Automotive Management B.V. (hereinafter collectively referred as “SMRC”) for a purchase price of USD 201 million subject to closing adjustments. Subsequently, on August 02, 2018, SMRP BV has acquired 100% stake in SMRC, after requisite approvals. SMRC was a portfolio company of Cerberus Capital Management, L.P. and is an established global supplier of Instrument Panels, Door Panels, Console Modules, Decorative Parts and Cockpit, with presence across Europe, South America and Asia. SMRP BV has charged the proposed acquisition cost amounting to INR 179 million in respect of this transaction to the consolidated statement of profi t and loss.

49. One of the subsidiaries is in the business of acquiring, developing, selling, leasing land and maintaining and operating Industrial parks in Chennai, India. The subsidiary has got the requisite approvals for leasing of developed land and during the current year and based on management’s updated business projections, the land (as at the April 1, 2017) has been reclassifi ed from property, plant and equipment to project inventory amounting to INR 2,369 million. Further development rights incurred during the year amounting to INR 335 million has also been included in the project inventory.

Book 1.indb 206Book 1.indb 206 22-09-2018 15:59:2022-09-2018 15:59:20

Page 209: It always seems impossible until it’s done. · DLF Phase III, DLF Cyber City, Gurgaon-122002, Haryana, India Bankers Axis Bank Ltd. Board of Directors Mr. Vivek Chaand Sehgal Chairman

Notes to the consolidated fi nancial statements for the year ended March 31, 2018(All amounts in INR million, unless otherwise stated)

Samvardhana Motherson International Limited 207

During the current year, the independent valuer has done the fair valuation of the project inventory and accordingly the Group has recorded provision on write down of inventory aggregating to INR 972 million.

50. In the current year, the Group has recognized the impairment loss amounting to INR 307 million (Previous year: Nil) on write-down of Goodwill arising on consolidation of Motherson Techno Tool Limited INR 270 million (Previous year: Nil) and Motherson Sintermetal Technology BV & Motherson Sintermetal Products SA of INR 37 million (Previous year: Nil) to the recoverable amount on account of reduction in fair value of assets.

51. The Company has established a trust namely Samvardhana Employees Welfare Trust (‘the Trust’) for welfare of the employees of the Company and its affi liate companies and for the purpose of establishing, instituting, administrating, managing, implementing and all other matters incidental to the employee stock option plans and/or any other Share Issue Scheme, by whatever name called, introduced or offered by the Company from time to time.

The Company had introduced an employee share purchase program in 2006-07, towards which 6.0 million equity shares of INR 10/- each fully paid up were allotted to the Trust at par during the year 2006-07, 2.85 million shares of INR 10/- each fully paid up were allotted during the year 2009-10 at a premium of INR 11/- each, 5.2 million shares of INR 10/- each fully paid up were allotted during the year 2011-12 at a premium of INR 42.1 per share. The shares are allotted to the trust and in turn allotted by the Trust to the employees at the value determined by an independent valuer and hence there is no expense required to be recognized in the Statement of Profi t and Loss of the Company. The Trust has transferred Nil (March 31, 2017: 87,801) number of shares of INR Nil (March 31, 2017: INR 24 million) to the employees of the Company during the year ended March 31, 2018.

52. The acquisition of PKC was completed on March 27, 2017. Previous year profi t and loss statement is not comparable with current year, since full year profi t and loss of PKC has been consolidated for the fi rst time during previous year.

53. Previous year fi gures have been reclassifi ed to conform to this year’s classifi cation.

54. Amount appearing as zero “0” in the consolidated fi nancial statements are below the rounding off norm adopted by the Group.

These accompanying notes are an integral part of the consolidated fi nancial statements

For S.R. Batliboi & Co. LLPICAI Firm registration number : 301003E/ E300005 For and on behalf of the Board of Directors

per Pankaj Chadha Sanjay Mehta Vivek AvasthiPartner (Director) (Director) M.No.: 091813 DIN 03215388 DIN 00033876

Pooja Mehra Manish Goyal (Company Secretary) (Chief Financial Offi cer)

Place: Noida Place: NoidaDate : September 08, 2018 Date : September 08, 2018

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Notes

Book 1.indb 208Book 1.indb 208 22-09-2018 15:59:2022-09-2018 15:59:20

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Unit 705, C Wing, ONE BKC, Bandra Kurla Complex, Bandra East Mumbai - 400051, Maharashtra, India, Website : www.smil.co.in

Samvardhana MothersonInternational Limited