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Corporate Information
  •         DIRECTOR'S REPORT
Motherson Sumi Systems Ltd
Industry : Auto Ancillaries
BSE Code:517334NSE Symbol:MOTHERSUMIP/E(TTM):45.91
ISIN Demat:INE775A01035Div & Yield %:1.27EPS(TTM):2.58
Book Value (Rupee ):20.3872942Market Cap (Rupee Cr.):37405.73Face Value(Rupee):1
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BOARD'S REPORT

To the members,

Your Directors have the pleasure in presenting the 31st Annual Report together with audited financial statements of the Company for financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The summarized financial results for year ended March 31, 2018 and for previous year ended March 31, 2017 are as follows: Rs. in Million

Particulars

Standalone

Consolidated

March 31, 2018

March 31, 2017

March 31, 2018

March 31, 2017

Gross Revenue from operations 76,673 70,021 565,213 431,570
Net Revenue from operations 74,561 62,867 562,933 423,755
Other Income 1,404 1,680 1,701 2,642
Profit before depreciation, interest and tax 14,723 13,829 52,927 44,310
Less: Depreciation and amortisation expense 2,183 1,977 15,752 10,591
Less: Finance Costs 433 124 4,108 3,749
Less: Exceptional Expenses - - 1,777 974
Add: Share of profit / (loss) in associates - - 1,381 1,831
Profit Before Tax 12,107 11,728 32,671 30,827
Less: Provision for Tax 3,316 3,455 10,072 9,103
Less: Minority Interest - - 6,629 6,181
Profit after tax 8,791 8,273 15,970 15,543
Add: Balance brought forward 23,467 15,238 48,310 32,661
Profit available for appropriation 32,258 23,511 64,280 48,204

OPERATIONS AND PERFORMANCE

On consolidated basis for financial year 2017318, your company achieved total revenue of Rs. 562,933 million resulting in a growth of about 33% over its revenue of Rs. 423,755 million of previous financial year ended March 31, 2017. The profit after tax for financial year ended March 31, 2018 atRs. 15,970 million was higher by 3% from previous financial year ended March 31, 2017 atRs. 15,543 million.

On standalone basis for financial year 2017318, your company achieved total revenue of Rs. 74,561 million resulting in a growth of about 19% over its total revenue of Rs. 62,867 million of previous financial year ended March 31, 2017. The profit after tax for financial year ended March 31, 2018 atRs. 8,791 million was higher by 6% from previous financial year ended March 31, 2017 atRs. 8,273 million. The Management Discussion and Analysis Report for year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

BONUS SHARES

During the year, your Company has allotted 701,763,164 equity shares of face value of Rs. 1 (Rupee one) each on account of issue of Bonus Shares on July 8, 2017 in the ratio of one equity share against two equity shares held. This is eighth time the Company has rewarded its shareholders through a Bonus Issue.

After allotment of Bonus Shares, the paid-up capital of the Company increased toRs. 2,105,289,491 divided into 2,105,289,491 equity shares of Rs. 1 (Rupee one) each.

DIVIDEND

Your Directors are pleased to recommend for approval of the members a payment of dividend of Rs. 2.25 per share i.e. face value of Rs. 1 each on the Equity Share Capital of the Company for the financial year ended March 31, 2018 to the equity shareholders. The dividend, if approved, by members would involve total cash outflow on account of dividend including dividend tax of Rs. 5,701 Million resulting in a payout of 65% of the standalone profits of the Company and 36% of the consolidated profits of the Company.

CREDIT RATING

The Company continues to enjoy "Baa3" rating by Moody's Investors Service, ("Moody's") for its foreign currency and local currency issuer ratings to the Company.

CRISIL has assigned its Corporate Credit Rating of CRISIL AA/Positive for long term loans and short term rating of ‘CRISIL A1+' for its commercial paper program of Rs. 1,500 million.

During the year ICRA continues long terms rating to [ICRA]AA and short term rating to [ICRA]A1+ for 19,476.10 million line of Credit (LOC).

The Company continues to enjoy "A1+" rating by ICRA for its commercial paper / short-term debt program of

Rs. 1,500 million.

Further, Standard & Poors Global Ratings ("S&P") has continued its outlook on Samvardhana Motherson Automotive Systems Group B.V., Netherlands, (SMRP BV) a subsidiary of the Company to positive a3 irming ‘BB+' long-term corporate credit rating on SMRP BV and Fitch Ratings ("Fitch") has continued to rate outstanding secured bonds of SMRP BV at BBB- SMRP BV.

The strong credit ratings by leading agencies reflect the Company's established market position in the automotive components industry, its well-diversified customer base across geographies and product segments and its healthy relationships with leading global original equipment manufacturers (OEMs).

FIXED DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Ind AS 110 – Consolidated Financial Statements read with Ind AS 28 – Investments in Associates and Ind AS 31 – Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis.

ACQUISITIONS

Purchase of remaining shares of PKC Group Plc. ("PKC")

MSSL Estonia WH OU, a wholly-owned indirect subsidiary of the Company has gained title to outstanding minority shares in PKC and thereupon, shares of PKC are de-listed from the Nasdaq Helsinki Stock Exchange on October 6, 2017. Accordingly, PKC became a wholly-owned indirect subsidiary of the Company.

Purchase of remaining shares of Motherson Orca Precision Technology GmbH from Orca Services GmbH

The Company through its 100% subsidiary, MSSL GmbH acquired remaining 4.90% stake in Motherson Orca Precision Technology GmbH (name changed to Motherson Techno Precision GmbH) held by Orca Services GmbH, a joint venture partner. Now, Motherson Techno Precision GmbH has become wholly owned subsidiary of MSSL GmbH.

Purchase of remaining shares of Global Environment Management (FZE) from E3Compost Pty. Ltd.

The Company through its 100% subsidiary, MSSL Mauritius Holdings Limited acquired remaining 21.18% stake in Global Environment Management

(FZE) held by E3Compost Pty. Ltd., a joint venture partner. Accordingly, Global Environment Management (FZE) has become wholly owned subsidiary of MSSL Mauritius Holdings.

Limited. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details of changes in Company's subsidiaries, joint ventures or associate companies, during the year, are as following:

1. Companies which became subsidiaries (direct and indirect) during financial year 2017318 are as follows:

- Shangdong Huakai-PKC Wire Harness Co., Ltd., China;

- Motherson Air Travel Private Limited, Ireland;

- Shenyang SMP Automotive Plastic Components Co. Ltd., China; and

- Tianjin SMP Automotive Component Company Limited, China.

2. Company which ceased to be subsidiaries during financial year 2017318 is :

- SMR Automotive Mirror Services UK Ltd. (Dissolved on October 28, 2017); and

3. Company which became joint venture (direct and indirect) during financial year 2017318 is:

- Hubei Zhengao PKC Automotive Wiring Company Limited.

In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company including its subsidiaries, associate and joint venture companies form part of the Annual Report. Further, a statement containing salient features of financial statement of the Company's subsidiaries, associate and joint venture companies is annexed in Form AOC31, which forms a part of the Annual Report. Details of subsidiaries of the Company and their performance are covered in the Management Discussion and Analysis Report forming part of this Report.

EXPORTS FROM INDIA

The Company's exports during the year were

Rs. 8,402 million as againstRs. 8,342 million in previous financial year. The Company continues to make its e3 orts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to customers as well as enhance customer relationships.

DIRECTORS

As per provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Laksh Vaaman Sehgal, Director of the Company, retire by rotation at the ensuing Annual General Meeting. Mr. Laksh Vaaman Sehgal being eligible seeks his re-appointment. The Board of Directors recommends his re-appointment to the members of the Company. Mr. Toshimi Shirakawa has resigned as Director from the Board of the Company effective from May 23, 2018. M/s. Sumitomo Wiring Systems Limited, Japan (SWS), the Joint Venture Partner of your Company has nominated Mr. Shunichiro Nishimura as Director on the Board of your company to fill casual vacancy caused upon resignation of Mr. Toshimi Shirakawa on May 23, 2018. Your Directors recommend to the members of the appointment of Mr. Shunichiro Nishimura on the Board of the Company and who holds o3 ice till the date of ensuing Annual General Meeting in accordance with the provisions of the Company Act, 2013.

The Board places on record their sincere appreciation for services rendered by Mr. Toshimi Shirakawa during his tenure as Director on the Board of the Company.

Brief resume of Mr. Laksh Vaaman Sehgal and Mr. ShunichiroNishimura,natureoftheirexpertiseinfunctional areas and the name of the companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Listing Regulations and Secretarial Standard on General Meeting (SS32) are given as Annexure to the Notice convening the Annual General Meeting.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 25 of the Listing Regulations.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Director and Committee. The details of remunerations and/or other benefit s of the Independent Directors are mentioned in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Companies Act, 2013, during financial year under review, Mr. Pankaj Mital is the Whole-Time Director and Mr. G.N. Gauba is the Chief Financial O3 icer & Company Secretary as Key Managerial Personnel(s) of the Company.

MATERIAL CHANGES BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT

Acquisition proposed by Samvardhana Motherson Automotive Systems Group B.V., a subsidiary of the Company

The Company's step down subsidiary Samvardhana Motherson Automotive Systems Group B.V. "SMRP(BV") had proposed the acquisition of Reydel Automotive Group ("Reydel"). Reydel is in the business of manufacturing interior components and modules for global automotive customers. The proposed acquisition will enable to capitalize on new opportunities in existing and new geographies, as well as, within each other's customer portfolios. The proposed acquisition by SMRP BV was announced by the Company on April 02, 2018 to the Stock Exchanges.

Subject to obtaining customary regulatory approvals, the transaction is expected to be closed within next four to six months from the announcement date.

Change in Key Managerial Personnel(s) of the Company

Upon recommendation of the Nomination and Remuneration Committee of the Company, the Board of Director in their meeting held on April 02, 2018 had re-designated Mr. G.N. Gauba from "Chief Financial O3 icer & Company Secretary" to "Chief Financial O3 icer" and appointed Mr. Alok Goel as the Company Secretary and Compliance O3 icer of the Company.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met five (5) times during the financial year 2017318, the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed under the Companies Act, 2013 and Listing Regulations.

AUDIT COMMITTEE

The Audit Committee of the Board comprising of Mr. S.C. Tripathi, IAS (Retd.) (Chairman), Mr. Arjun Puri, Mr. Gautam Mukherjee, Ms. Geeta Mathur as Independent Directors and Mr. Toshimi Shirakawa, Mr. Laksh Vaaman Sehgal as other Members. During the year all recommendations made by the Audit Committee were duly accepted by the Board. Upon resignation of Mr. Toshimi Shirakawa and appointment of Mr. Shunichiro Nishimura on the Board of the Company, the Audit Committee was reconstituted and Mr. Shunichiro Nishimura became member of Audit Committee in place of Mr. Toshimi Shirakawa with effect from May 23, 2018.

BOARD EVALUATION

The performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, its Committees and the individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc. The Board and the Nomination and Remuneration Committee defined the criteria, such as, contribution of the individual director to the Board and Committee meetings, preparedness on issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. and reviewed performance of individual Directors. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account views of Executive Director and Non-executive Directors. The same was discussed in the Board meeting that followed meeting of the Independent Directors. Performance evaluation of Independent Directors was carried out by entire Board, excluding the respective Independent Director being evaluated.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director's appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy is covered in Corporate Governance Report which forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, your Directors' state as under :-

(Firm Registration No. 301003E/IE300005) were appointed as Statutory Auditors of the Company for five (5) years at the Annual General Meeting held on August 21, 2017 and to hold o3 ice till the conclusion of the 35th Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment at every Annual General Meeting, if so required under the Companies Act, 2013. The members may note that the Companies (Amendment) Act, 2017, effective May 7, 2018, has omitted first proviso to Section 139(1) of the Companies Act, 2013 and thereupon the requirement of obtaining ratification of appointment for the Auditors at every Annual General Meeting stands omitted. Further, the Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Notes on the financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

Cost Auditor

The Board of Directors has appointed M/s. M.R. Vyas

& Associates, Cost and Management Accountants as Cost Auditor for conducting audit of cost records of the Company for the financial year 2017318.

Secretarial Auditor

PursuanttotheprovisionsofSection204oftheCompanies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors appointed M/s. SGS Associates, Company Secretaries to undertake the Secretarial Audit for the financial year 2017318. The Secretarial Audit Report for financial year ended March 31, 2018 is annexed herewith which form part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AWARDS & RECOGNITIONS

During the year, the Company had received various awards and recognitions, which have been described in ‘Awards and Recognition' section, forming part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT

Particulars of loans given, Investments made, guarantees given and securities provided along with purpose for

(a) That in preparation of annual accounts for financial year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of a3 airs of the Company at end of the financial year March 31, 2018 and of profit of the Company for that period;

(c) That the Directors have taken proper and su3 icient 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;

(d) That the Directors have prepared annual accounts on a going concern basis;

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That the Directors have devised proper system to ensured compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT Statutory Auditors

Pursuant to provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants which loan or guarantee or security is proposed to be utilized by recipient are provided in standalone financial statement. Please refer note numbers 6(a), 6(b) and 7 to the standalone financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on arm's length basis and were in ordinary course of business. During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders' approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus, provisions of Section 188(1) of the Companies Act, 2013 are not applicable to the Company. Pursuant to the provision of applicable Listing Regulations, all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Your Directors draw attention of the members to note number 38 to standalone financial statement which sets out related party disclosures.

ENERGY CONSERVATION, 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 (Accounts) Rules, 2014 is given in Annexure-A to this Report.

PARTICULARS OF EMPLOYES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure–B to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and other applicable Rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered o3 ice of the Company during the working hours. Any member interested in obtaining a copy of the same may write to the Company.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and requisite certificate from the Company's Auditors confirming compliance with conditions of Corporate Governance is attached to the report on Corporate Governance.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report initiatives taken from an environmental, social and governance perspective, in prescribed format is available as a separate section of the Annual Report.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Listing Regulations, the Dividend Distribution Policy of your Company is disclosed in the Corporate Governance Report and is also uploaded at the Company's website.

LISTING OF EQUITY SHARES

Equity shares of your Company are presently listed at National Stock Exchange of India Limited and BSE Limited. The listing fees for financial year 2018319 have been paid to said Stock Exchanges. The equity shares of the Company were listed/ traded at Delhi Stock Exchange Limited (DSE). DSE is derecognized by SEBI vide its order no. WTM/PS/45/MRD/ DSA/NOV/2014 dated November 19, 2014.

INTERNAL CONTROL

The Company has an Internal Control System commensurate with size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Details about Internal controls and their adequacy are set out in the Management Discussion & Analysis Report which forms part of this Report.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the Company. The Committee is responsible for reviewing risk management plan and ensuring its effectiveness. The major risks identified by businesses and functions are systematically addressed through mitigating actions on a continual basis.

Thedevelopmentandimplementationofriskmanagement policy has been covered in the Management Discussion and Analysis which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts having impact to the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY 3CSR3

In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility ("CSR") Committee. CSR Committee comprises of Mr. V. C. Sehgal, Chairman, Mr. Arjun Puri, Independent Director and Mr. Laksh Vaaman Sehgal, Non-Executive Director. The terms of reference of the CSR Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.motherson.com/corporate-social-responsibility.html. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure–C to this Report.

The Company is undertaking CSR activities through Swarn Lata Motherson Trust which has been established for the sole purpose of CSR activities. Further, the Company continue to carry out CSR activities as specified under Schedule VII to the Companies Act, 2013.

VIGIL MECHANISM3 WHISTLE BLOWER POLICY

The Company has established a vigil mechanism, which incorporates a whistle blower policy in terms of the Companies Act, 2013 and Listing Regulations, for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct or ethics policy (hereinafter "Unethical and Improper Practices"), either organizationally or individually to be able to raise it. Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism. Protected disclosure can be made by a Whistle Blower through an email, or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the Ethics O3 icer. All protected disclosure concerning financial / accounting matters and complaints pertaining to "C" level o3 icers / KMP can be addressed to the Chairman of the Audit Committee for investigation. Other details of the policy on Whistle Blower as approved by the Board are uploaded on the Company's website.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT39 is given in Annexure–D to this Report.

HUMAN RESOURCES

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

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE 3PREVENTION, PROHIBITION & REDRESSAL3 ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. During financial year 2017318, there was no case filed under the said Act and/or policy adopted by the Company.

GREEN INITIATIVES

Electronic copy of the Annual Report 2017318 and the Notice of the 31st Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company / depository participant(s). For members who have not registered their e-mail addresses, physical copy are sent as per the permitted mode.

ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers, investors and other authorities. Our consistent growth was made possible due to their hard work, solidarity, cooperation and support.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation, support and look forward to their continued support in the future.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for their continuous support.

For and on behalf of the Board

ForMotherson Sumi Systems Limited

V. C. Sehgal

Chairman

Place : Noida

Date : June 02, 2018