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Annual report 2013 - 2014

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 managements plans and assumptions. We have tried, wherever possible,

to identify such statements by using words such as anticipate, estimate, expects, projects, intends, plans, believes, and words

of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking

statements will be realized, although we believe we have been prudent in our assumptions. The achievement of results is subject to

risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, 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:

Corporate InformationChairmans LetterSMG Business PortfolioVision, Mission & ValuesSMIL IntroductionSMIL StructureProduct PortfolioGlobal LocationsMajor Group Holding Companies MSSL SMRPBVJoint VenturesAcquisitionsGrowing with Customer TrustAwardsDirectors ReportBalance SheetStatement of Profit and LossCash Flow StatementNotes to the Financial StatementsConsolidated

Page

124567810

12141516171821252930313367

Corporate InformationRegistered Office

2nd Floor, F-7, Block B-1,Mohan Cooperative Industrial Estate,Mathura Road, New Delhi 110 044, IndiaTelephone: +91 11 4055 5940Facsimile: +91 11 4055 5940Website: www.smil.in

Investor Cell

Ms. Pooja Mehra(Company Secretary)E-mail: [email protected]

Registrar and Share Transfer Agent

Link Intime India Private LimitedA-40, 2nd floor, Naraina Industrial Area Phase-II, Near Batra Banquet Hall, New Delhi - 110028

Statutory Auditors

Price Waterhouse Chartered Accountants LLPBuilding 8, Tower B7th & 8th floorDLF Cyber City Gurgaon 122 022 Haryana, IndiaFirm Registration no.: FRN 012754N/N500016

Internal Auditors

M/s Protiviti15th Floor, Tower A, DLF Building No.5, DLF Phase III, DLF Cyber City, Gurgaon -122002, Haryana

Bankers

Axis Bank Ltd.

Board of Directors

Mr. Vivek Chaand SehgalChairmanMr. Laksh Vaaman SehgalDirector

Mr. Hiroshi Morimoto Director

Mr. Yoshiki Kishimoto Director

Mr. Ramesh DharDirector

Mr. Bimal DharDirector

Mr. Ashok TandonDirector, Chief Financial Officer & Manager

Mr. Vivek AvasthiDirector

Ms. Geeta SoniDirector

Ms. Nilu MehraDirector

Ms. Madhu BhaskarDirector

Mr. Dhruv MehraDirector

Mr. Masahiro Matsushita Alternate Director

1Samvardhana Motherson International limited

Annual Report 2013 20142 3Samvardhana Motherson International limited

Technology and will be supplying variety of resin material compounds to the auto-motive customers. This joint venture is a further extension of the vertical integration of our polymer business.

Under the modules vertical, SMIL has also acquired 50% stake to form a joint venture company with Magneti Marelli called Mag-neti Marelli Motherson Shock Absorbers India Pvt Ltd. to manufacture strut & strut assembly, shock absorber, gas spring and steering dampers. The manufacturing facility is located in Pune, India.

Spheros Motherson Thermal System Limited that manufactures HVAC systems for buses shifted its manufacturing facility to a new building for additional capacity. Calsonic Kansei Motherson that manufac-tures HVAC systems for passenger cars is adding a new manufacturing facility in Bawal. New machinery has been acquired for its Chennai facility also. This vertical has added a number of new customers to its list in the past year.

The Metal Working division too is doing well with Motherson Techno Tools Limited (MTTL) posting an increase of 6.09% in revenue. Motherson Advanced Tooling Solutions Ltd. (MATS) consolidated it manufacturing facilities and opened up a new facility in Noida. We are also opening another facility of Motherson Sintermetal Technology Ltd. (MSTL) in Puducherry in In-dia. Depending on customer requirements we are focused on increasing our product range in this vertical.

MothersonSumi INfotech & Designs Ltd., (MIND), the IT, Engineering & Design vertical of SMIL is the backbone of the Groups support activities. MIND posted a revenue increase of 28.16%. The company has its 6 subsidiaries in USA, Germany, Singapore, Japan and India and provides IT and design solutions for the entire Group.

Post the March 31st closing date, we have undertaken a number of initiatives in our SMR and SMP verticals. We have suc-cessfully purchased the 16.28% minority shareholding held by Cross Industries in

I am pleased to inform you that we closed yet another successful year for your com-pany with SMIL registering a turnover of Rs. 23,668 crores in the fiscal year 201314. Despite the challenging global environ-ment, marked by slower GDP growth in de-veloped as well as developing economies, the Euro Zone crisis, currency volatility and inflationary trends Samvardhana Motherson International Limited (SMIL) has performed well across all its business verticals. The

SMP and 4.82% of the minority sharehol-ding in SMR held by number of investors. These changes have helped us consolidate SMR and SMP under a new holding entity Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP-BV) which is a JV between Samvardhana Motherson International Limited (SMIL) and Motherson Sumi Systems Limited (MSSL).

SMRPBV will aid realization of the strong synergies in terms of product, processes, technologies, design capabilities, custo-mers and geographies served between SMR and SMP.

SMRPBV has an existing order book of Euro 7.7 billion beyond its existing business. In order to finance the execution of these or-ders, we have refinanced the existing capi-tal structure of SMRPBV through long term financing in form of 4.125% seven year Euro 500 million senior secured notes, which is further supplemented by committed revol-ving credit facilities. SMIL or MSSL has not provided any guarantee for this purpose. SMRPBV will now be able to independently take care of its growth. I would like to thank all the investors who have reposed their trust in us yet again.

We have a wide range of capabilities, enabling us to provide end-to-end solutions to our customers. We have established a strong presence across various product lines of the automotive components industry, such as rear view vision systems, wiring harnesses, polymer processing, tool manufacturing, metal cutting tools and in-tegrated module systems. We believe that today we are an integral part of many of our customers manufacturing supply chains, offering not only product manufacturing but also innovations and solutions that help our customers meet their needs. Our suite of capabilities enables us to expand the range of products and services that we provide to our existing customers as well as pursue opportunities in other potentially high growth sectors.

We follow the three pronged strategy to growth organic growth of existing busi-

global automotive industry showed signs of improvement with nearly 5% growth during the year. USA, Germany and Asia (other than India) did particularly well.

With our spread in 25 countries we have grown well in all markets by increasing our content per car and supplying to new models. Consolidated sales were up by 22% in FY 2013-14. Growth in EBITDA has been up by 68% and PBT and PAT has increased by 218% and 1886% respectively. Our focus is now on improving the consolidated ROCE (Return on Capital Employed)

ness, entering into new JVs for expanding the product range to increase content per car and acquisitions

We are positioned well to serve all our customers globally for their present and future requirements in both developed as well as emerging markets. Our main focus will be on further strengthening our international position across product divi-sions, increasing support to our customers by leveraging more synergies across our various product verticals and strengthening our vertical integration.

We are proud to be part of the success of our stakeholders and are focused on crea-ting long term sustainable value for all. Our greatest asset is the trust our customers, collaborators, employees and our sharehol-ders have placed in us over the years. Their trust has been the foundation behind the success of the Group.

I thank all stakeholders once again for their support extended to us through all these years. It is because of your support that the company has continued to grow from strength to strength over the years.

V.C. SehgalChairmanSamvardhana Motherson International Limited

SMIL binds and manages the different ven-tures of the Group. It provides the strategy in gearing up the Group for future growth, focusing on every vertical.

The wiring harness vertical of SMIL which is operated through its flagship company Mo-therson Sumi Systems Limited (MSSL) saw sustained growth, receiving orders from all our existing customers and getting orders for new models to be launched in all the segments its serves. New plants in Mexico and Thailand have already commenced supplies.

Through Motherson Sumi Systems Ltd. (MSSL) we have successfully acquired the wiring harness business of Stoneridge Inc., USA. This acquisition allows us to further establish our footprint in the American market by building upon the existing know-ledge, technical expertise, and customer relationships that the acquired business has in this region.

The mirror vertical of SMIL, operated through Samvardhana Motherson Reflec-tec (SMR) also saw healthy growth and reported its highest ever operating profit, PBT and PAT for the full year. SMR is further expanding through its plants in China and the USA and adding capacities for vertical integration in India and Thailand.

The polymer division also performed excep-tionally well. Samvardhana Motherson Pe-guform showed a 22% increase in revenue in INR terms compared to last year.

SMP is further expanding with new plants in China, Germany and Mexico. Motherson Automotive Technologies & Engineering (MATE) has established itself as a leading module supplier to the car manufacturers in India. It is planning to start a new design & engineering centre in Chennai, India in 2014-15.

We continue to grow our content and value per car. This has resulted in new JVs for the Group this financial year. A new joint venture was formed with Toyota Tsusho Corporati-on, Japan and Nippon Pigment (s) Pte. Ltd, Singapore. The entity is called Samvardhana Motherson Nippisun

Dear shareholders,

Letter from the Chairman.


SMIL has constantly expanded its business verticals to include a wider choice of products and services for its expanding customer base. As a Full System Solutions provider the company offers compre-hensive solutions spanning a range of applications across diverse industries. The company 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 has been able to harness the synergies through horizontal and vertical integration across the different product and service segments. These synergies extend across

various businesses, enhancing SMILs ability to be-come an integrated full-system solutions provider. The wide range of capabilities and the diversified product portfolio positions the company as an end-to-end solutions provider to its customers.

SMG Business Portfolio

Wiring Harnesses

Rearview Mirrors Polymer Processing & Tool

Manufacturing

Elastomer Processing

Modules IT, Engineering &

Design

Metal Working

Manufacturing Support

Other Businesses

Business Portfolio

Wiring Harnesses

Wires

Connectors & Terminals

Wiring Harness

Components

Junction Boxes

Exterior Mirrors

Interior Mirrors

Mirrors with Integrated

Lighting

Blind Spot Detection Systems

Telescopic Trailer Tow

Mirrors

Moulded Plastic Parts

Plastic Blow Moulded

Parts

Post Moulding Processes

Assemblies

Tool Design & Analysis

Tool Manufacturing

Polymer Compounding

VacuumForming

HVAC Systems for Passenger

Vehicles

Bus Air-conditioning

Lighting, Air Intake & Pedal

Box Module

ShockAbsorbers

Cabins for Highway Vehicles

HVAC Systems for Commercial

Vehicles

Environment Management

Systems

Cutting Tools

Gear Cutting Tools

Bimetal Band Saw Blades

Thin Film Coating Metals

Precision Metal Machined

Components

Sintered Metal Parts

Air Compressors

Paint Coating

Automotive Manufacturing

Engineering

Auxiliary

Moulding Machines

Travel Services

Management Services

Agencies

Software Development

Engineering & Design

VirtualValidation

Prototyping

CAE Services

Rubber

Moulding

Liquid Silicon

Moulding

BondedRubber Parts

Rubber Extrusion

Rubber Compounding

VISION

To be a globally preferred solutions provider

MISSION

Ensure customer delight

Involve employees as partners in progress

Enhance shareholder value

Set new standards in good corporate citizenship

VALUES

Be a lean, responsive and learning organisation

Continuously improve to achieve world-class standards and total customer satisfaction

Proactively manage change

Maintain high standards of integrity and safety

Ensure a common culture and a common set of values throughout the organisation

Recognize individuals contributions

Develop stronger leadership skills, greater teamwork and a global perspective

Constantly upgrade skill levels across the organization through knowledge sharing programmes

Vision, Mission & Values


51%

Shareholding Structure

6.5% 3.2% 90.3%

3.0%

36.9%

49%

51%

69% 31%

49%

25.6%34.5%

Motherson Advanced Tooling Solutions Ltd. AES (India) Engineering Ltd.

Air Factory Energy Ltd.

Mothersonsumi Infotech &Designs Ltd.

Matsui Technologies India Ltd.

Spheros Motherson Thermal System Ltd.

Motherson Sintermetal Technology Ltd.

Motherson Auto Solutions Ltd.

Anest Iwata Motherson Coating Equipment Ltd.

Anest Iwata Motherson Ltd.

Motherson Machinery And Automations Ltd.

Nachi Motherson Precision Ltd.

Nissin Advanced Coating Indo. Co. Ltd.

Saks Ancillaries Ltd.

Motherson Bergstrom HVAC Solution Pvt. Ltd.

CTM India Ltd. Fritzmeier Motherson Cabin Engineering Ltd.

Motherson Molds AndDiecasting Ltd.

Motherson Air Travel Agencies Ltd. (Mata)

Samvardhana Motherson Refrigeration Product Ltd.

Motherson Consultancies Service Ltd.

Magneti Marelli Motherson Auto System Ltd.

Magneti Marelli Motherson Shock Absorbers (India) Private Ltd.

Motherson Sintermetal Products S.A

Tiger Connect Travel Systems And Solutions Ltd.

Motherson Techno Tools Ltd.

Motherson Techno Tools Mideast FZE

Nachi Motherson Tool Technology Ltd.

Subsidiaries Joint Ventures/ AssociatesMotherson Sumi

Systems Ltd.

Samvardhana Motherson Global

Holding Ltd. (SMGHL), (Cyprus)

SMRP BV

Other Jvs & Subsidiaries

Samvardhana Motherson

Polymers Ltd. (SMPL) (India)

Samvardhana Motherson International Limited (SMIL)

EmployeesSojitz Corporation

Sumitomo Wiring

Systems (SWS)

Public & OtherSehgal Family

Indirect Holding

Samvardhana Motherson International Limited (SMIL) is the principal holding com-pany of the Samvardhana Motherson Group (SMG). SMG is one of the worlds fastest growing specialized automotive component makers for original equipment manufactu-rers (OEMs), operating in over 25 countries, having over 160 manufacturing facilities, with a turnover of approximately USD 6.1 billion in the fiscal year 201314. Major investments in the Group are held through Samvardhana Motherson International Limited (SMIL)SMIL undertakes the provision of design and manufacturing solutions, mainly to the au-tomotive industry, through subsidiaries and joint ventures with partners in the relevant fields. It acts as the central company that binds and manages the different ventures of the Group. SMIL has investments in the Group compa-nies including in the flagship company of the Group, Motherson Sumi Systems Limited (MSSL). The Company holds 36.12% of the equity share capital of Motherson Sumi Systems Limited (MSSL)*. As an enabler SMIL has supported MSSL with collaborative effort in acquiring Visiocorp (now Samvardhana Motherson Reflectec) and Peguform (now Samvardhana Motherson Peguform). In addi-tion, SMIL provides central support, strategy and management direction to all the other Group companies. SMILs growth is a combination of organic growth and acquisitions. The company has multinational business with manufacturing and design capabilities to cater to customer requirements. SMILs diversified product port-folio encompasses the entire range of the

Samvardhana Motherson Group products.

The business portfolio includes wiring harnesses, rearview mirrors, moulded plastic parts, injection moulding tools, assemblies and modules, vacuum formed products, elastomer products, cutting tools, thin film coating metals, sintered metal parts, IT services, engineering & design, cabins for off-highway vehicles, HVAC/ air conditioning systems for automobiles, lighting systems, air intake manifolds, shock absorbers, air com-pressors, paint coating equipment, auxiliary equipment for injection moulding machines and automotive manufacturing engineering services. SMIL has customers spread across multiple geographies. The company provides integra-ted full system solutions to its customer in all its product categories. The depth of vertical integration coupled with its diversified pro-duct portfolio, provides SMIL with significant quality control and cost control advantages, lesser reliance on third party sources and shorter delivery and development lead times.

As the main vehicle for exploring new busi-ness areas and forming new joint ventures for the Group in diversified areas, SMIL has played a pivotal role in the growth of Samvardhana Motherson Group and each of its members, building lasting global bonds through new alliances. SMILs extensive JV portfolio is a key contri-butor in the Group being positioned as a full system solutions provider to a wide range of industries. SMIL has successfully forged part-nerships with global technological leaders and has 26 JV partners.

*as on 31/03/14


IntegratedFull SystemSolutions

Product

Concept

& Design

Engineering

Manufacturing

Sub

Assembly

Integrated

Modules

Sequence

in-line

Supplies

Product Portfolio

Manufacturing Support

Automotive Manufacturing

Engineering

Paint Coating Equipment

Air Compressors Auxiliary Equipmentfor Injection

Moulding Machines

Polymers & Tooling

Modules & Assemblies HVAC Systems

for Commercial Vehicles

for Passenger Vehicles

Vehicle ElectronicsBus ACs

Wiring Harnesses

IT, Engineering & Design

Rear View Mirrors

Engineering & Design Software Solutions for O-highway Vehicles

Cabins Elastomer Components

Metal Working

Cutting Tools Gear Cutting Tools Precision Machined & Sintered Parts

Band Saw Blades

Lighting, Air Intake & Shock Absorbers

Automotive Lighting Air Intake Manifolds Pedal Box Module Shock Absorbers


Serving Customers Globally

Starting as a single unit single location company SMIL is now present in 25 countries with over 160 plants supported by a network of design, engineering, marketing and global sourcing centres across the globe and. This global network places SMIL in a suitable po-sition to utilize opportunities and growth in whichever region of the globe they emerge.

This gives SMIL a distinct advantage as it can support its customer programs across the world on a global level making it a preferred source. Manufacturing and supplying to customers in the same geographies also provide natural hedging to global currency fluctuations.

1

16

17

19

21

20

2

3

8

23

25

24

9

6

5

4

7

11

15

12 13 14

18

22

1 USA

2 Mexico

3 Brazil

4 UK

5 Ireland

6 France

7 Italy

8 Portugal

9 Spain

10 Netherlands

11 Germany

12 Czech Republic

13 Slovakia

14 Hungary

15 India

16 China

17 Japan

18 South Korea

19 Thailand

20 Singapore

21 Sri Lanka

22 Australia

23 South Africa

24 Mauritius

25 Sharjah

Motherson locations

PATHRIDI Wiring Harnesses

TAPUKERA Plastic Moulding & Assemblies

KANDLA Wiring Harnesses Rubber Injection

Moulding

NASHIK Mirrors Wiring Harnesses

AURANGABAD Gear Cutting Tools

PUNE Wiring Harnesses Plastic Moulding & Assemblies Automotive Manufacturing

Engineering Automotive Lighting Air Intake Manifolds Mirror Shock Absorbers

BENGALURU Wiring Harnesses Wires Plastic Moulding & Assemblies Metal Machining Mirrors

LUCKNOW Wiring Harnesses

PUDUCHERRY Plastic Moulding & Assemblies Sintered Metal Parts

HALDWANI Wiring Harnesses

Wiring Harnesses Wiring Harness Components Plastic Moulding & Assemblies Rubber Injection Moulding IP, Door Trim & Bumper Mirrors Injection Moulding Tools IT Solutions Engineering & Design Cutting Tools Machining Solutions Thin Film Coating Services Air Compressors Paint Coating Equipment

NOIDA & NCR REGION (NOIDA, GURGAON, FARIDABAD, MANESAR) Auxiliary Equipment For Injection

Moulding Machines Automotive Manufacturing

Engineering Bimetal Band Saws Blades Bus Air Conditioners Automotive Lighting Air Filters HVAC Systems For Passenger Cars HVAC Systems For

Commercial Vehicles Forming Racks Gear Cutting Tools

CHENNAI Wiring Harnesses Wires Plastic Moulding & Assemblies Rubber Moulding Ip, Door Trim & Bumper Mirrors Injection Moulding Tools Cabins For Off- Highway Vehicles Components & HVAC Systems Polymer Compounding

10


Major Group Holding Companies

The flagship company of Samvardhana Motherson Group, Motherson Sumi Systems Limited (MSSL) is a joint venture between Samvardhana Motherson International Limited (SMIL) and Sumitomo Wiring Systems, Ltd., Japan (SWS).

MSSL has grown into a diversified manufacturer of automotive components with market leading position in its major product verticals. A collabora-tion with Tokai Electric Co. (now SWS) in 1983 led to incorporation of MSSL in 1986 primarily as a wiring harness manufacturer. The global wiring harness vertical is managed by the company along with its joint ventures and subsidiaries.

The rearview mirror business of the company is run through Samvardhana Motherson Reflectec (SMR)

which was acquired jointly by SMIL and MSSL. The polymer processing vertical of the company has several subsidiaries and its own separate division, MATE (Motherson Automotive Technologies and Engineering). The major subsidiary for this vertical is Samvardhana Motherson Peguform (SMP) which was acquired jointly by MSSL and SMIL. Another major vertical of the company is Elastomer Proces-sing. The company has several joint ventures with Woco Industrietechnik GmbH, Germany for this vertical. There is also an important joint venture with Calsonic Kansei Corporation, Japan for the manu-facture of HVAC System for passenger cars. MSSL has its metal division called MINES (Motherson Inno-vative Engineering Solutions) which manufactures high precision machined metal components.

Today, MSSL is one of the largest manufacturers of rearview mirrors for passenger cars in the world as well as Indias largest manufacturer of automotive wiring harnesses and mirrors for passenger cars. It is also one of the largest manufacturers of IP modules, door trims and bumpers in Europe and a leading supplier of plastic components and modules to the global automotive industry.

MSSL has numerous joint ventures and these joint ventures have witnessed significant investments in state-of-the-art technologies and infrastructure over the years. These strategic alliances have also helped it develop vertical integration and reduce third party dependence in critical input factors for major product ranges including wiring harnesses, moulding and tooling.

The diversified business portfolio helps the company in delighting its customers. 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 30 years, MSSL has successfully added value and created wealth for its shareholders, with endeavour to give good returns against the investments and valuing the trust they have placed in it.


Partner Partner Country Product Range

Anest Iwata Corporation Japan Industrial air compressors and paint coating systems

Automotive Engineering Services Co. Japan Automotive Engineering

Bergstrom Inc. USA HVAC Systems and components for off highway and commercial vehicles

Blanos Partners S.L. Spain Moulded parts & modules

Calsonic Kansei Corp. Japan Car air conditioners (HVAC Systems), vehicle electronics

Changchun Automobile Interior Decoration Co., Ltd. China Moulded parts & modules

Dremotech GmbH & Co. Kg. (ORCA) Germany Precision machined metal parts

Ecompost Australia Waste recycling system

Eissmann Automotive Slovakia Leather covered surfaces

Fritzmeier Systems GmbH & Co. Germany Operator Cabins for off-highway machines

Kyungshin Industrial Co. Ltd. S. Korea Wiring harnesses

Magneti Marelli Holding S.P.A. Italy Automotive lighting, pedal brake accelerator module, air intake manifold and shock absorbers

Matsui Mfg. CO. Ltd. Japan Auxiliary equipment for injection moulding machines

Nachi Fujikoshi Corp. Japan Bi-metal band saw blades, Forming Racks

Ningbo HuaXiang Electric Co. Ltd. China Rearview Mirrors

Nippon Pigment(S) Pte. Ltd. &Toyota Tsusho Corporation

SingaporeJapan Synthetic resin compounds

Nissin Electric Co. Ltd. Japan Thin film coating services

Poong Jeong Ind. Co. Ltd. S. Korea Rearview Mirrors

Sintermetal Spain Sintered metal parts

Sojitz Corporation Japan Industrial Park

Spheros GmbH Germany Air conditioners, heaters and roof hatches for buses

Sumitomo Electric Hardmetal Corp. Japan CBN & PCD Cutting Tools

Sumitomo Wiring Systems Ltd. Japan CBN & PCD Cutting Tools

Vacuform South Africa Vacuum formed components

Woco Industrietechnik Germany Injection moulded rubber parts, Injection moulded liquid silicon rubber parts

SAMVARDHANA MOTHERSON AUTOMOTIVE SYSTEMS GROUP B.V. (SMRP BV)

Samvardhana Motherson Automotive Systems Group BV (SMRPBV) is a joint venture between Samvardhana Motherson International Limited (SMIL), and Motherson Sumi Systems Limited (MSSL), through their subsidiaries. SMRPBV operati-ons include supplies to global automotive industry as Tier 1 supplier through its subsidiaries Samvard-hana Motherson Reflectec (SMR) and Samvardhana Motherson Peguform (SMP).The company has global leadership. One in every four passenger cars has SMRP BVs product. Both the subsidiaries of the company, SMR and SMP have strong synergies in terms of their product range, the customers they serve, geographical spread and focus on technology. The SMRBVs 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.

SMRPBV as technology and innovation leader Long track-record of market-first products 700+ R&D engineering staff with 900+ patent

portfolio 21 centres of excellence for project management

and advanced engineering No dependence on single critical patent/trade-

mark

Major Group Holding Companies Building bonds with CollaboratorsThe first collaboration in the Group started with Sumitomo Wiring Systems Ltd., in 1983. Today SMIL has 26 joint venture partners and 32 joint venture companies with these partners. The first collabora-tion with SWS has been instrumental in establishing MSSL, the flagship company of the Group as the leading Automotive Wiring Harnesses Manufactu-rer in India. Through MSSL, this collaboration has entered many product and business areas.

SMIL has multiple JV partners and multiple JVs with same partner. This emphasizes the importance of mutual understanding and trust which form the foundation of these relationships. These joint ventures are for different products, technologies

and customer requirements. Each partner brings with them specialised knowledge, new products, methodologies and also help the group maintain its competitive edge with the latest technologies.

These joint ventures give ready access to different technologies and keep it updated with the latest technological developments. This has further helped the company leverage its competencies in existing areas to create products fulfilling the emer-ging technical needs of its customers.

SMIL believes in the power of collaborations. It believes in the unique capabilities of its partners to compliment and supplement each other.

SMIL Collaborators


Acquisitions

SMIL has been growing with inorganic growth and strategic acquisitions where acquisitions have been consistent with strategic goals of the Group.

The strategic acquisitions have offered advantages across businesses and provided with access to new geographies, enhancing technological capabilities and expanding the product range. These acquisiti-ons have provided the company with access to customers in new geographies, enhanced technologi-cal capabilities and expanded its product range.Such acquisitions have enabled SMIL to build new relationships and forge new ties, which have helped the company to extrapolate its performance level manifold. Most of the acquisitions were done on customers behest. The product ranges of the acquired entities have had strong synergies with the exi-sting product range of the Group. For every addition to its capability and product range the company has moved forward towards its vision of being a globally preferred solutions provider

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

Exterior rearview mirrors

Exterior rearview mirrors

IP modules, door trims and bumpers

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

Wiring harnesses for passenger cars

Rearview mirrors for passenger cars

Moulded components and modules

Plastic air intake manifolds

Cabins for large size dump trucks

Gear cutting tools

CBN & PCD cutting tools

Year Company Country Product Acquiring entity

2002 Wexford Electronix Ireland Wiring Harnesses for Material Handling Equipment Through MSSL

2005 G&S Kunststofftechnik Germany Injection Moulded Plastic Parts Through MSSL

2005 Reiner Precision Germany Precision Machined Metal Compo-nents Through MSSL

2006 ASL Systems U.K. Wiring Harness and Modules, Electrical Control Boxes Through MSSL

2006 F.P. Formagrau Czech Republic Injection Moulded Plastic Parts Through MSSL

2006 Huron Corp (Door trim business) Australia Door Trims Through MSSL

2007 Empire Rubber Australia Rubber Mixing and Moulding Through MSSL

2009Visiocorp Plc (Rear-view mirror business)

U.K. Rear-view Mirrors In JV with MSSL

2009 Dagger Forst India Gear Cutting Tools Direct

2011 Vacuform 2000 Pty. Ltd. South Africa Polymer Processing Through MSSL

2011 Sintermetal S.A Spain Sintered Metal Parts Direct

2011 Peguform Germany Polymer Processing In JV with MSSL

2014Stoneridge Inc (Wiring Harness Business)

USA Purchase of Wiring Harness Business Through MSSL

2014Magneti Marelli Shock Absorbers India Private Ltd.

India Shock Absorbers Direct

Growing with Customer Trust

GLOBALLY

IN EUROPE

IN INDIA


Customer Recognition. Customer Recognition.

Maruti Suzuki.

Consistent High Quality Award Shield (Wiring Harness)

Nagare Schedule Adherence Shield (Wiring Harness)

System Audit Shield (Wiring Harness)

Overall Performance Gold(Wiring Harness)

Focused Cost Down (Wiring Harness)

Design & Development(Lighting)

Inner Part Localization Shield (Wiring Harness)

Certificate of Appreciation in Safety (Polymer)

Manufacturing Excellence (HVAC Systems)

Honda Cars.

Spare Parts Gold Award (Wiring Harness)

Best Support in New Model Development (Polymer)

Best Kaizen (Polymer)

From Honda Cars Suppliers Club

Quality Circle Competition Winner (Wiring Harness)

From Honda Cars Suppliers Club

Zero PPM (Wiring Harness)

Toyota.

Zero PPM(Rearview Mirror)

Supplier of The Year Gold Award (Polymer)

Outstanding Project Management (Polymer)

Best Supplier Award (Polymer)

Best Supplier Award (Wiring Harness)

Most Improved Vendor Quality(Wiring Harness)

Special Citation (Wiring Harness)

TATA Motors.

Best Quality Performance(Wiring Harness)

Mahindra.

Best Product Development(Lighting)

Q.C.I.D.M. Supplier Performance Award (Wiring Harness)

JCB.

Achieving Excellence in Recognition of Partner - Level

Performance (Wiring Harness)

John Deere.

New Product Development (Wiring Harness)

Significant Improvement in the Customer Indicators

(Rearview Mirror)

Renault-Nissan.

Gold Award for Customer Care & Aftersales (Rearview Mirror)

General Motors.

Supplier of the Year (Polymer)

Best Practices Recognition (Rearview Mirror)

SALCOMP.

Best Supplier Award on Overall Performance

(Polymer)

Outstanding & Dedicated Social Contribution Activities

(Wiring Harness)

Quality Improvement Award(Polymer)

Sumitomo Wiring Systems.

Overall Best Performance Award (Wiring Harness)

Hyundai.

Value Engineering Award (Polymer)

Best Quality Performance (Polymer)

Localization Award (Polymer)

Volkswagen.

Annual Report 2013 201420

LEAR.

Best Supplier Award(Polymer)

Government, Trade Bodies and Associations.

FICCI Certificate of Appreciation for Good Practices in Quality

Systems (Wiring Harness)

AKJ Automotive elog@istics Award (Rearview Mirror)

Central Eastern European Logistics and Supply Chain Management

Excellence Award (Rearview Mirror)

Hungarian Logistics Excellence Award (Rearview Mirror)

National Business AwardSouth Africa

(Polymer)

Special Congressional Recognition, USA (Rearview Mirror)

KZN Mayoral Award for Excellence in the Big Business Category

South Africa (Polymer)

Customer Recognition.

Volvo Quality Award(Rearview Mirror)

Volvo.

Outstanding Performance on Quality, Velocity & NPI

Developments (Wiring Harness)

Caterpillar.

Best Supplier Award (Wiring Harness)

Eicher.

National Top Perfomer for Service Parts Supply

(Wiring Harness)

Good Partner(Rearview Mirror)

Hyundai-Mobis.

Samvardhana Motherson International Limited 21

DIRECTORS REPORT

To the Members,

Your Directors have pleasure in presenting to you the Ninth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL PERFORMANCE

(Amount in ` Million)

Particulars Standalone Consolidated

Year ended

March 31, 2014Year ended



March 31, 2013

Income

- Revenue From Operations 613 439 236,678 193,351

- Other Income 34 1 2,861 2,700

TOTAL 647 440 239,539 196,051

Expenditure 832 683 225,087 188,102

Depreciation 0.4 0.3 6,245 5,381

Profi t/ (Loss) Before Taxation (185) (243) 8,207 2,568

Provision for tax

- Current Tax 0 0 3,221 2,313

- Deferred Tax 0 0 (128) (10)

- Fringe Benefi t Tax 0 0 29 43

- Income Tax earlier years 0 0 (2) (17)

Profi t/ (Loss) after Taxation (185) (242) 5,087 239

OPERATIONS

During the year under review the Total Income of your Company on Standalone basis was ` 647 Million as compared to ` 440 Million of the last year. The Company had loss on Standalone basis of ` 185 Million after Tax as compared to loss of ` 242 Million for the last year. The Loss on Standalone basis was mainly on increase in Finance Cost due to investments made by the Company. On consolidated basis the total Income of your Company was ` 239,539 Million as compared to ` 196,051 Million of the last year. The Profi t after Tax on Consolidated basis was of ` 5087 Million as compared to profi t of ` 239 Million for the last year.

Key Highlights of the Companies in which the Company held Investments are as under:

Motherson Sumi Systems Limited fl agship Company of the group in which the Company holds 36.9% shareholding achieved its target of consolidated revenues of US$ 5 Billion for the year 2013-14, one year ahead of Vision 2015. Profi t after Tax (PAT) in MSSL increased signifi cantly by 72% on consolidated basis and 14% on Standalone Basis.

Samvardhana Motherson Refl ectec (SMR) in which company holds 49% shareholding as Joint venture Partner recorded substantial improvement in profi tability along with highest ever annual sales of ` 90,690 Million (Euro 1119

Million), SMR has delivered string growth in EBITDA by 93% at ` 8,698 Million (Euro 107 Million).PBT by 182% at ` 5,960 Million (Eur 74 Million) and PAT by 311% at ` 2167 Million (Euro 27 Million)

Samvardhana Motherson Peguform (SMP) has achieved turnover of Euro 1.9 billion with substantial improvement EBITDA by 76% at ` 8,466 Million (Euro 104 Million) and PBT by 1412% at ` 2720 Million (Euro 34 Million)

Among other investments MothersonSumi Infotech & Designs Limited which is a subsidiary of the Company had sales growth of 20%over the last year with revenues touching ` 1514.7 Million and Annual PBT of ` 154 Million. Magnetic Marelli Motherson Auto System Limited a Joint venture of the Company also witnessed growth in sales as sales for the year were ` 1930 Million as compared to ` 1678 Million for the previous year.

DIVIDEND

In order to conserve the resources of the Company your Directors do not recommend any Dividend for the year under review.

AUDIT COMMITTEE

The Audit Committee of the Company has been duly constituted under the provisions of section 292 A of the Companies Act, 1956.

1. Standalone 8-11-2014.indd 211. Standalone 8-11-2014.indd 21 2/9/2015 3:58:35 PM2/9/2015 3:58:35 PM

22 Annual Report 2013-14

The members of the audit committee are:

1. Mr. Hiroshi Morimoto

2. Mr. Bimal Dhar

3. Mr. Laksh Vaaman Sehgal

4. Ms. Madhu Bhaskar

Ms. Pooja Mehra, Company Secretary is the Secretary of this committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confi rmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31, 2014 and of the profi t and loss of the Company for the year ended on that date;

c) the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the Directors have prepared the annual accounts of the Company on a going concern basis.

AUDITORS AND AUDITORS REPORT

The Auditors of the Company M/s Price Waterhouse., Chartered Accountants LLP (Firm Registration No- 012754N/N500016),formerly known as M/s Price Waterhouse., Chartered Accountants (Firm Registration No- 012754N) retire at the ensuing Annual General Meeting and being eligible have offered their willingness to be reappointed as Auditors of the Company for the fi nancial year 2012-13 and confi rmed that their appointment, if made, will be within the prescribed limits under Section 224(1B) of the Companies Act,1956.

The Observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANIES

A Statement containing the details of the Subsidiaries of the Company is attached. The Consolidated Financial Statements presented by the Company include the Financial results of its Subsidiary Companies.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of Internal Control commensurate with the size of the Company and nature

of its business, to ensure that transactions are recorded, authorised and reported correctly apart from safeguarding its assets against loss from wastage, unauthorized use and disposition. The internal control is supplemented by an extensive programme of Internal audit by M/s Protiviti to ensure compliance with policies and procedures.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There are no unclaimed deposit (s) lying with the Company.

The Board of Directors the Company has resolved that the Company would neither invite nor accept any deposits from the public during the current Financial year.

DIRECTORS

In terms of the provision of Section 255 and 256 of the Companies Act,1956, Mr. Hiroshi Morimoto and Mr. Yoshiki Kishimoto retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. Your Directors recommend their reappointment as Director(s) on the Board of your company.

Your Directors also recommend to the shareholders the appointment of Mr. Ashok Tandon, Mr. Ramesh Dhar, Ms. Geeta Soni, Ms. Nilu Mehra , Mr. Dhruv Mehra and Ms. Madhu Bhaskar as Directors on the Board of the Company who had been appointed as additional Director of the Company and who holds offi ce as such till the date of ensuing Annual General Meeting of the company.

None of the Directors of your Company is disqualifi ed as per provisions of Section 274(1)(g) of the Companies Act,1956.

HUMAN RESOURCES

The relation with the employees continued to remain peaceful and cordial throughout the year. The Directors of your Company appreciate the hard work, team spirit, dedication and zeal displayed by the employees of the company.

ISSUE OF NON CONVERTIBL DEBENTURES

During the year under review your Company has raised Non- Convertible Debentures to the tune o f ` 750 Crores information for which is detailed in the notes to Accounts.

DEMATERIALISATION OF SHARES

Your company has established connectivity with both the depositories i.e NSDL and CDSL. The members are requested to dematerialize their physical holding in view of the various advantages in dematerialized form. Demat ISIN Number in NSDL and CDSL for equity shares: ISIN INE750H01017.

M/s Link Intime India Private Limited are the Registrar and Share Transfer Agent of the company.

PARTICULARS OF EMPLOYEES

Information as per the provisions of Section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars Of Employees) Rules, 1975 the names and other particulars of the employees are enclosed as Annexure A



PARTICULARS REQUIRED TO BE DISCLOSED AS PER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

1. CONSERVATION OF ENERGY

As your Company is a non - manufacturing Company no disclosures is required to be given in this regard.

2. STEPS TAKEN BY THE COMPANY FOR RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

A) RESEARCH & DEVELOPMENT

The expenditure incurred on Research and Development during the year ended March 31, 2014 is NIL.

B) Technology Absorption, Adaption and Innovation

Since the company is not a manufacturing Company, so there is no requirement of Technology Absorption.

3. Foreign Exchange Earnings and Outgo

a) Activities relating to export, incentives to increase exports and development of new export markets.

As your Company is a non - manufacturing Company no disclosures is required to be given in this regard.

b) The information on the Foreign Exchange earnings and outgo during the year ended March 31, 2014 are as under:

Foreign exchange earnings and outgo for the period ended March 31, 2014 are as under:

(Amount in `)

Year ended March 31, 2014

F o r e i g n exchange earnings

312,029

F o r e i g n exchange outgo

14,941,090

(The detailed information on foreign exchange earnings and outgo is furnished in the notes to the accounts)

ACKNOWLEDGEMENT

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, Customers, Suppliers, Bankers, Government of Uttar Pradesh and the Noida Authority towards the conduct of the effi cient operations of your 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 and on behalf of the Board of Directors ofSamvardhana Motherson International Limited

Vivek Chaand Sehgal Laksh Vaaman Sehgal Chairman Director

Date : August 13, 2014Place : New Delhi



Annexure A

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 as amended, read with the Companies ( Particulars of Employees Rules, 1975 the name and other particulars of the employees are enclosed as Annexure A.

Name of the Employee

Mr. Ramesh Dhar Mr. Ashok Tandon Mr. Anil Kalra Mr. Kunal Malani Mr. Anil Bahl

Age 64 Years 63 Years 62 Years 37 Years 44 Years

Qualifi cation Bachelor of Engineering (Mechanical Engineering)

Bachelor of Engineering

B. Tech CA B.Tech (Mechanical)

Experience More than 39 years of Experience

More than 36 years of Experience

More than 36 years of Experience

14 Years 20 Years

Date of Employment

01-Apr-12 15-Sept-11 01- Apr-12 15th July,2013 Jan 02,2014

Designation CDA Chief Financial offi cer

CDA President General Manager

Remuneration ` 421921 ` 7831995 ` 7050001 ` 10524359 ` 1393287

Particulars of Last Employment

Woco Motherson Elastomer Limited

Motherson Auto Limited

Sumi Motherson Innovative Engineering Limited

India Infoline, Investment Banking

Cedar Support Service Ltd. (A Bharti Walmart Venture)

Last Designation Chief Executive Offi cer Senior Vice President

President Senior Vice President

Vice President

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

Sd/- Sd/- Vivek Chaand Sehgal Laksh Vaaman Sehgal Chairman Director

Date : August 13, 2014Place : New Delhi



INDEPENDENT AUDITORS REPORT

To the Members of Samvardhana Motherson International Limited

Report on the Financial Statements

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profi t and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date.

Emphasis of Matter

7. We draw attention to note 37 of the fi nancial statements, regarding the application for registration of the Company as a Core Investment Company and the letter dated May 2, 2013 received by the Company from the Reserve Bank of India (RBI) seeking explanation as to why the Company has been conducting NBFI business without holding a valid Certifi cate of Registration (CoR). The Company has already applied to RBI for obtaining the certifi cate of registration in accordance with the guidelines on May 9, 2011 which was resubmitted on December04, 2013 in accordance with the new checklist and has accordingly replied to the notice from RBI. Our opinion is not qualifi ed in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the Order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

9 As required by section 227(3) of the Act, we report that:

(a) We have 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 appears from our examination of those books;

1. We have audited the accompanying fi nancial statements of Samvardhana Motherson International Limited (the Company), which comprise the Balance Sheet as at March 31, 2014, 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, which we have signed under reference to this report.

Managements Responsibility for the Financial Statements

2. The Companys Management is responsible for the preparation of these 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 the Accounting Standards notifi ed under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors Responsibility

3. Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. 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.

4. 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 auditors 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 auditors consider internal control relevant to the Companys preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the fi nancial statements.

5. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.


26 Annual Report 2013-14 Samvardhana Motherson International Limited 26

(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 Balance Sheet, Statement of Profi t and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notifi ed under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none

of the directors is disqualifi ed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

For Price Waterhouse

Firm Registration Number: 012754N

Chartered Accountants

Anupam Dhawan

Place: Noida Partner

Date: August 13, 2014 Membership Number : 084451

Book 1.indb 26Book 1.indb 26 2/3/2015 5:57:34 PM2/3/2015 5:57:34 PM

Samvardhana Motherson International Limited 2727 Annual Report 2013-14

Annexure to Independent Auditors Report

Referred to in paragraph 8 of the Independent Auditors Report of even date to the members of Samvardhana Motherson International Limited on the fi nancial statements as of and for the year ended March 31, 2014

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

(b) The fi xed assets of the Company have been physically verifi ed by the Management during the year and no material discrepancies have been noticed on such verifi cation. In our opinion, the frequency of verifi cation is reasonable.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fi xed assets has not been disposed of by the Company during the year.

ii. The Company is an Investment Company, and consequently, does not hold any inventory. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company.

iii. (a) The Company has granted unsecured loans, to eleven companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to ` 2,068,079,000 and ` 1,663,579,000, respectively. There are no fi rms /other parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) Except for an amount aggregating ` 29,409,203 outstanding towards interest in case of six parties (which have been since recovered subsequent to year end), the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(d) In respect of the aforesaid loans, in the cases where the overdue amount is more than Rupees One Lakh, in our opinion, reasonable steps have been taken by the Company for the recovery of the principal amounts and interest.

(e) The Company has taken unsecured loans, from two companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated ` 30,000,000 and ` Nil, respectively. There are no fi rms/other parties covered in the register maintained under Section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts, as

stipulated, and is also regular in payment of interest, as applicable.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fi xed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax and service tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues,including provident fund as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, customs duty, and excise duty which have not been deposited on account of any dispute.



x. The Company has no accumulated losses as at the end of the fi nancial year and it has incurred cash losses in the fi nancial year ended on that date and in the immediately preceding fi nancial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any fi nancial institution or bank or debenture holders as at the balance sheet date.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefi t fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or fi nancial institutions during the year, are not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has created security in respect of debentures issued and outstanding at the year-end.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse Firm Registration Number: 012754N Chartered Accountants

Anupam DhawanPlace: Noida PartnerDate: August 13, 2014 Membership Number : 084451



(All amounts in `, unless otherwise stated)

Notes As AtMarch 31, 2014

As AtMarch 31, 2013

EQUITY AND LIABILITIES Shareholders' Funds Share Capital 3 4,736,138,550 4,736,138,550 Reserves and Surplus 4 5,577,270,061 5,762,635,972

10,313,408,611 10,498,774,522 Non-Current Liabilities Long-Term Borrowings 5 8,350,000,000 1,150,000,000 Other Long-Term Liabilities 6 79,146,414 - Long-Term Provisions 7 6,787,588 4,699,325

8,435,934,002 1,154,699,325 Current LiabilitiesShort-Term Borrowings 8 200,000,000 2,000,000,000 Trade Payables 9 19,749,193 18,645,528 Other Current Liabilities 10 366,845,433 346,905,538 Short-Term Provisions 11 31,887,520 47,660,982

618,482,146 2,413,212,048 TOTAL EQUITY AND LIABILITIES 19,367,824,759 14,066,685,895 ASSETS Non-Current Assets Fixed Assets

Tangible Assets 12 2,123,482 853,468 Capital work in progress 1,181,803 - Non-Current Investments 13 15,738,181,687 13,499,683,822 Long-Term Loans and Advances 14 1,222,319,000 150,000,000

16,963,805,972 13,650,537,290 Current Assets Current Investments 15 904,180,571 - Trade Receivables 16 5,108,835 3,896,302 Cash and Bank Balances 17 1,055,425,005 85,282,620 Short-Term Loans and Advances 18 344,314,834 305,606,741 Other Current Assets 19 94,989,542 21,362,942 2,404,018,787 416,148,605 TOTAL ASSETS 19,367,824,759 14,066,685,895 Summary of Signifi cant Accounting Policies 2

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

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

For and on behalf of the Board

For Price Waterhouse Firm Registration Number: 012754N Vivek Chaand Sehgal Laksh Vaaman Sehgal Chartered Accountants (Director) (Director)

Anupam Dhawan Pooja Mehra Ashok Tandon Partner (Company Secretary) (Director)M.No.: 084451

Place : Noida Date : August 13, 2014

Balance Sheet



Statement of Profi t and Loss(All amounts in ` unless otherwise stated)

Notes Year endedMarch 31, 2014

Year endedMarch 31, 2013

REVENUE

Revenue from Operations 20 612,647,525 439,449,843

Other Income 21 34,128,676 995,799

Total Revenues 646,776,201 440,445,642

EXPENSES

Employee Benefi ts Expense 22 57,182,085 33,346,600

Other Expenses 23 171,822,347 335,507,201

229,004,432 368,853,801

Profi t before Interest and Depreciation 417,771,769 71,591,841

Finance Costs 24 602,681,231 313,704,757

Profi t for the Year before Depreciation (184,909,462) (242,112,916)

Depreciation 25 456,449 277,572

Profi t before tax (185,365,911) (242,390,488)

Tax Expense

- Income Tax for earlier years (Income)/ Expenses - 149,449

Profi t for the year (185,365,911) (242,539,937)

Earnings per share (Refer Note 32) 32

Nominal value per share : ` 10 (Previous year : ` 10)

Basic : ` per share (0.39) (0.51)

Diluted : ` per share (0.39) (0.51)

Summary of Signifi cant Accounting Policies 2

The accompanying notes are an integral part of these fi nancial statements This is the Statement of Profi t & Loss referred to in our report of even date







(All amounts in ` unless otherwise stated)



A. Cash Flows from Operating Activities:

Profi t Before Taxation (185,365,911) (242,390,488)

Adjustments for:

Depreciation 456,449 277,572

Interest Expenses 458,542,271 290,757,952

Processing Fee 139,492,226 20,008,198

Unrealised Foreign Currency (gain)/loss 1,089,160 (1,246,198)

Interest Income (122,636,950) (62,156,258)

Income from Investments - Dividend Income (483,812,121) (375,038,349)

Service tax recoverable written off 7,717,637 -

Loss on sale of investments 17,947,688 -

Provision for diminution written back (32,429,856) -

Loss on assets written off 30,214 -

Provision for Gratuity and Compensated Absences 1,777,660 2,083,970

Provision written back to the extent no longer required (1,681,563) -

Provision for Diminution in Long-Term Investments 2,002,388 107,000,000

Provision for Doubtful Advances 56,000,000 52,800,000

Operating profi t before Working Capital changes (140,870,708) (207,903,601)

Adjustments for changes in working capital :

- (Increase)/ Decrease in Trade receivables (1,212,533) 4,460,485

- (Increase)/ Decrease in loans and advances (1,480,123,891) (210,514,361)

- Increase/ (Decrease) in Trade Payables 867,665 (5,013,705)

- Increase/ (Decrease) in Other Current liabilities (1,140,172) (69,926,018)

Cash used in operations before tax and dividend income (1,622,479,639) (488,897,200)

- Dividend Received 476,018,861 370,711,588

- Interest Received on Short Term Loans 15,724,722 45,883,368

Net Cash used in Operating Activities (1,130,736,056) (72,302,244)

Taxes (Paid) (Net of Refunds) (3,212,575) (3,034,974)

Net Cash used in Operating Activities (1,133,948,631) (75,337,218)

B. Cash Flows from Investing activities:

Purchase of Tangible Assets (4,138,482) (871,019)

Proceeds from sale/ redemption of Long Term Investments (Shares) 15,952,172 1,225,000

(Purchase)/ sale of Investments (Mutual Funds)- (net) (896,387,311) 4,326,761

Purchase of Investments (shares) (1,936,480,255) (1,472,083,313)

Interest received on Long Term Loan 21,035,344 8,284,918

Net cash used in Investing Activities (2,800,018,532) (1,459,117,653)

Cash Flow Statement





C. Cash fl ows from fi nancing activities:

Interest paid (435,780,641) (279,832,763)

Processing fee paid (60,109,811) (10,008,198)

Repayment of Short Term Borrowings (2,380,000,000) (1,065,000,000)

Proceeds from Short Term Borrowings 780,000,000 1,150,000,000

Repayment of Long Term Borrowings (1,000,000,000) -

Proceeds from Long Term Borrowings 8,000,000,000 1,550,000,000

Net cash from fi nancing activities 4,904,109,548 1,345,159,039

Net Increase in Cash & Cash Equivalents 970,142,385 (189,295,832)

Cash and cash equivalents as at beginning of the year 85,282,620 274,578,452

Cash and cash equivalents as at end of the year 1,055,425,005 85,282,620

Cash and cash equivalents comprise of:

Cash on Hand 248,162 386,563

Cheques on Hand 257,801 743,591

Balance in Current Account 1,054,919,042 84,152,466

Total 1,055,425,005 85,282,620

Notes:

1. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 of the Companies (Accounting Standard) Rules 2006 notifi ed under section 211 (3C) of the Companies Act, 1956.

2. Figures in brackets indicate cash outgo.

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

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






Notes to the fi nancial statements(All amounts in ` unless otherwise stated)


1. Nature of Operations:

Samvardhana Motherson International Limited (SMIL or the Company) formerly known as Samvardhana Motherson Finance Limited is an Un-listed public limited Company incorporated on 9th December, 2004 to act as a Holding Company to hold/ make investments in group companies in India and overseas. The Company was promoted by Mr. V.C. Sehgal, promoter of the Samvardhana Motherson group.

In accordance with the guidelines issued by the Reserve Bank of India (RBI) for Core Investment Companies (CICs), the Company has made the necessary application to RBI for registration as a CIC on May 09, 2011 and has submitted various additional information as asked for by RBI. RBI vide letter dated Jan 07, 2013 had asked for submission of further information as per revised checklist of RBI vide Circular dated Dec 07, 2012 and the Company has submitted requisite documents to RBI and the matter of granting of Certifi cate as CIC is under consideration of RBI.

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 under the historical cost convention on accrual basis, Pursuant to circular 15/2013 dated 13.09.2013 read with circular 08/2014 dated 04.04.2014, till the Standards of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notifi ed under the Companies Act, 1956 shall continue to apply. Consequently, these fi nancial statements have been prepared to comply in all material aspects with the accounting standards notifi ed under section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956.

All assets and liabilities have been classifi ed as current or non-current as per the Companys normal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956. Based on the nature of the Companys operations and the time between the acquisition of assets and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current noncurrent classifi cation of assets and liabilities.

2.2 Tangible Assets

Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any.

Subsequent expenditures related to an item of fi xed asset 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 fi xed assets 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. Any expected loss is recognised immediately in the Statement of Profi t and Loss.

Losses arising from the retirement of, and gains or losses arising from disposal of fi xed assets which are carried at cost are recognised in the Statement of Profi t and Loss.

Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets or the rates prescribed under Schedule XIV of the Companies Act, 1956, whichever is higher, as follows:

Asset RatesElectrical Installation 10%Furniture and Fixtures 16.67%Offi ce Equipment 16.67%Computers 33%

2.3 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 long term investments.

Current investments are carried at cost or fair value, whichever is lower. Fair value in the case of quoted investments refers to the market value of the investments arrived at on the basis of last traded price at the year-end.

Long term Investments are carried at cost. In respect of investments acquired pursuant to the scheme of amalgamation, cost includes fair value of such investments as on the date of amalgamation i.e., February 1, 2007, as per the Scheme of Amalgamation as approved by the High Court of Delhi in December 2007. A




provision for diminution is made to recognise a decline, other than temporary, in the value of these investments. Such reduction are being determined and made for each investment individually.

2.4 Foreign Currency Translation

Initial Recognition

On initial recognition, all foreign currency transactions are recorded 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 non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

All monetary assets and liabilities in foreign currency are restated at the end of accounting year.

A monetary asset or liability is termed as a long-term foreign currency monetary item, if the asset or liability is expressed in a foreign currency and has a term of 12 months or more at the date of origination of the asset or liability.

Exchange differences on restatement of all other monetary items are recognised in the Statement of Profi t and Loss.

2.5 Revenue Recognition

The Companys principal sources of Income are dividends from its investments, interest income and rendering of consultancy services to its group companies.

Dividend income is recognised when the Companys right to receive payment is established.

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

Revenue from consultancy services, including recovery of expenses from other entities, is recognised when persuasive evidence of an arrangement exists; the consideration is fi xed or determinable; and it is reasonable to expect ultimate collection in accordance with the terms of the agreements. Such revenues are recognised as the services are provided.

2.6 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.

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 employees salary and the tenure of employment. The Companys liability is 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.

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 end are treated as other long term employee benefi ts. The Companys liability is 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.




2.7 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 Statement of Profi t and Loss on a straight-line basis over the year of the lease.

2.8 Current and Deferred Tax

Tax expense for the year, comprising current tax and deferred tax, is included in the determination of the net profi t or loss for the year. Current tax 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 is a reasonable 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. At each Balance Sheet date, the group 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.

2.9 Borrowing Costs

Borrowing costs comprising of loan processing fees are charged to revenue in the year in which they are incurred.

2.10 Provisions and Contingent Liabilities

Provisions

Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.

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.

2.11 Cash and Cash Equivalents

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

2.12 Earnings per share (EPS)

Basic earnings per share is calculated by dividing the net profi t or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Companys earnings per share is the net profi t for the year after deducting and any attributable tax thereto for the year. The weighted average number of equity shares outstanding during the year and for all years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity 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 year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.




As atMarch 31, 2014

As atMarch 31, 2013

3. Share Capital

Authorised

900,000,000 (Previous Year 900,000,000) Equity Shares of `10/- each 9,000,000,000 9,000,000,000

Issued


Subscribed and Paid up


Total 4,736,138,550 4,736,138,550

a. Reconciliation of number of shares

Equity Shares As at March 31, 2014 As at March 31, 2013

Number Amount Number Amount

Balance as at the beginning of the year 473,613,855 4,736,138,550 473,613,855 4,736,138,550

Balance as at the end of the year 473,613,855 4,736,138,550 473,613,855 4,736,138,550

b. Rights, preferences and restrictions attached to Equity Shares issued.

Equity Shares: The Company has one class of equity shares having a par value of 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensui

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