gearing for GLOBAL GROWTH...gearing for GLOBAL GROWTH Samvardhana Motherson Internat ional Limi ted 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate Mathura Raod, New

gearing for GLOBAL GROWTH

Samvardhana MothersonInternational Limited

2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate Mathura Raod, New Delhi -110 044, IndiaPhone: +91-11-40555940, Website : www.smil.co.in


GLOBALGROWTH

gearing for

Annual Report2015-16

DisclaimerIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take

informed investment decisions. This report and other statements – written and oral – that we periodically make contain forward-looking

statements that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible,

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

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

statements will be 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.

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.co.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 Sehgal Chairman

Mr. Laksh Vaaman Sehgal Director

Mr. Hiroshi Morimoto Director

Mr. Mikihisa Takayama Director

Mr. Ramesh Dhar Director

Mr. Bimal DharDirector

Mr. Ashok Tandon Director

Mr. Vivek Avasthi Director

Ms. Geeta Soni Director

Ms. Nilu MehraDirector

Ms. Madhu Bhaskar Director

Mr. Dhruv Mehra Director

Samvardhana Motherson International Limited 1

DIRECTORS’ REPORT To the Members,

Your Directors have pleasure in presenting to you the 11th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended March 31, 2016.

Financial performance and operative performance of the Company

The highlights of standalone and consolidated financial results of the Company for the year ended on March 31, 2016 and for the previous year ended March 31, 2015 are as follows:

(Amount in Rs. Million )

Particulars StandaloneFor the year

ended 31.03.2016For the year

ended 31.03.2015Revenue from operations 2,655 1,108Other Income 36 145Total Income 2,691 1,253Expenditure 2,590 415Profit Before Interest , Depreciation 101 838Finance Costs 1,132 1,096Profit/Loss before Depreciation (1,031) (258)Depreciation 3 2Profit/ (Loss) Before Tax (1,034) (260)Provision For Taxation: NIL NIL- Current Income Tax NIL NIL- Deferred Tax NIL NILProfit After Tax (1,034) (260)

(Amount in Rs. Million )

Particulars ConsolidatedFor the year

ended 31.03.2016For the year

ended 31.03.2015Net Revenue 337,691 300,508Other Income 2,660 2,157Income 340,351 302,665Expenditure 312,556 278,686Profit Before Tax 13,154 10,967Provision For Taxation:- Current Income Tax 5,212 4,261- Deferred Tax 1,325 (647)- Fringe Benefit Tax 48 36- Income Tax for earlier yearsProfit before Minority Interest and share of result of associates 9,219 7,317Minority Interest 3,781 3,470Share of profit of Associates 8 14Profit for the year 5,446 3,861

Operational performance

On consolidated basis for the year 2015-16, your company achieved total revenue of Rs. 337,691 million resulting in a growth of about 12% over its revenue of Rs. 300,508 million of the previous financial year ended March 31, 2015. Net profit for the year at Rs. 5,446 million was higher by 41% over the previous year’s net profit of Rs. 3,861 million.

2 Annual Report 2015-16

On standalone basis for the year 2015-16, your company achieved total income of Rs. 2,655 million resulting in a growth of about 140% over its total revenue of Rs. 1,108 million of the previous financial year ended March 31, 2015. The loss after tax for the year ended March 31, 2016 was of Rs. (1,034) million as compared to loss of previous financial year ended March 31, 2015 of Rs. (260) million.

Your Company has listed its 400 Secured Redeemable, Non-Convertible Debentures of Rs. 1,00,00,000 each fully paid up on Bombay Stock Exchange and such Debentures are admitted for dealing in the list of securities of F GROuP - DEBT INSTRuMENTS.

Dividend

In view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the year ended March 31, 2016.

Core Investment Company

Your Company has received the Certificate of Registration as a Non-Deposit Taking Systematically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03309 dated September11, 2014 issued by the Reserve Bank of India (“RBI”)1 under CIC Directions vide letter dated November 13, 2014.

Capital adequacy

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

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

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

The Company is in compliance with the above mentioned requirements as at March 31, 2016.

Consolidated Financial Statements

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

Subsidiary Companies, Joint Ventures and Associate Companies

During the year under review, Motherson Invenzen XLab Private Limited became subsidiary of your Company.

In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the company and all its subsidiaries, Joint Ventures and Associate Companies which form part of the Annual Report. Further, a statement containing the salient features of the financial statement including performance of the company’s subsidiaries, Joint Ventures and Associate Companies attached in Form AOC-1, which forms a part of the Annual Report.

Internal financial controls with reference to the Financial Statements.

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

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

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


Shifting of the Registered Office of the Company

The Company decided to shift the registered office from New Delhi to Mumbai. Accordingly, shareholders of the Company have passed special resolution through postal ballot, as per result declared on 13th June, 2016 in terms of requirement under section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 for shifting of registered office of the Company from National Capital Territory of Delhi to the state of Maharashtra at Mumbai.

Your Company is in the process of seeking necessary regulatory approvals for the proposed shifting of its registered office.

Public/Fixed Deposits

Your Company has neither invited nor accepted any Deposits from the Public during the year ended on March 31, 2016. There is no unclaimed or unpaid deposit lying with the Company.

Statutory Auditors

M/s. Price Waterhouse Chartered Accountants L.L.P (Firm Registration No.-012754N/N500016), were appointed as Statutory Auditors of the Company till the conclusion of 12th Annual General Meeting to be held in year 2017. In terms of first proviso to section 139 of the Companies Act, 2013 the appointment of auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Price Waterhouse Chartered Accountants L.L.P (Firm Registration No.-012754N/N500016), as Statutory Auditors of the Company, is placed for ratification by the shareholders.

The Company has received letters from them to the effect that their ratification, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The observations of the Auditors and the relevant notes on Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

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

Secretarial Auditor

The Board of Directors have appointed M/s Abhishek Sethiya & Associates, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith which forms a part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Pursuant to the Companies (Cost Records & Audit) Amendment Rules, 2014 issued by the Ministry of Corporate Affairs, the Company is not required to conduct audit of its cost accounting records for the financial year 2015-2016.

Directors and Key Managerial Personnel

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

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

Your Company has received declarations from Independent Directors confirming that they meet with the criteria of independence as prescribed under sub section (6) of section 149 of the Companies Act, 2013.

Pursuant to the provisions of section 203 of the Companies Act, 2013, Mr. Ashok Tandon as Director & CFO and Ms. Pooja Mehra as Company Secretary are Key Managerial Personnel of the Company. There has been no change in the Key Managerial Personnel during the year.


Meetings of the Board

During the financial year ended 31st March 2016, 8 meetings of Board of Directors were held. The details of meetings are given here:

The dates of meeting are: June 22, 2015, August 19, 2015, August 27, 2015, November 6, 2015, November 19, 2015, December 3, 2015, February 5, 2016 and March 9, 2016.The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013. The table for the attended record of the Directors is as given below:

Name of the Director No. of Board Meetings Attended

Attendance at last Annual General

MeetingMr. Vivek Chaand Sehgal 3 NoMr. Laksh Vaaman Sehgal 2 NoMr. Vivek Avasthi 5 YesMr. Hiroshi Morimoto 2 NoMr. Bimal Dhar 1 NoMr. Ashok Tandon 8 YesMr. Ramesh Dhar 1 NoMs. Geeta Soni 6 NoMs. Nilu Mehra 6 NoMs. Madhu Bhaskar 8 NoMr. Dhruv Mehra 3 NoMr. Mikihisa Takayama 0 NoMr. Masahiro Matsushita (Alternate Director to Yoshiki Kishimoto) (upto 19/08/2015)

1 No

The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic Presentations are made by Senior Management, Statutory and Internal Auditors at the Board/Audit Committee Meetings on the business and performance updates of the Company. updates on the relevant statutory changes encompassing important laws are regularly intimated to the Independent Directors.

Audit Committee

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

• Mr.LakshVaamanSehgal-Member

• Mr.HiroshiMorimoto-Chairman

• Ms.MadhuBhaskar-Member

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

19th August, 2015, 27th August, 2015 and 5th February, 2016.

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

Name of the Member Designation No. of Committee Meetings Attended

Mr. Hiroshi Morimoto Chairman 2Mr. Laksh Vaaman Sehgal Member 2Ms. Madhu Bhaskar Member 3

Corporate Social Responsibility (CSR)

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


accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

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

• Mr.HiroshiMorimoto-Member

• Ms.MadhuBhaskar-Chairman

• Mr.AshokTandon-Member

CSR committee meeting was held once during the year on 23rd December, 2015.

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

Formal Annual Evaluation

Your Company has formulated Nomination and Remuneration Committee in terms of the Provisions of the Companies Act, 2013 and has done formal annual evaluation of Directors in terms of the provisions of Companies Act, 2013.

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

Nomination And Remuneration Committee

The composition of nomination and remuneration committee is as follows:


• Ms.MadhuBhaskar-Chairperson

• Mr.VivekAvasthi-Member

Nomination and Remuneration committee meeting was held on 5th February, 2016.

Stakeholder Relationship Committee

Your Company has constituted Stakeholder Relationship Committee which comprise of following persons:


• Ms.MadhuBhaskar-Member

• Mr.VivekAvasthi-Chairman

Extract of the Annual Return

The extract of the annual return as on March 31, 2016 in prescribed Form No. MGT – 9 is attached as Annexure-B to this report and forms part of it.

Particulars of Loans, Guarantees or Investments

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

Particulars of contracts or arrangement with Related Parties

The details of the transaction with related parties are provided in the notes accompanying Standalone financial Statement.

Human Resources

Your Company considers Human Resources as its biggest assets. Your director’s place on record their appreciation for the effort and valuable contributions made by the employees of the company at all levels.


Particulars of Employees

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

Directors’ Responsibility Statement

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

1. in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31, 2016 and of the profit and loss of the company for that period;

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

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

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

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

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy:

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

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

(B)Technology absorption, adaption and innovation:

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

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

Foreign Exchange earnings and outgo during the year ended March 31, 2016 are:

(i) Foreign Exchange earnings: (Amount in Rs.)

Consultancy Income 54,844,468Interest on loan 17,020,905Total Foreign Exchange earnings 71,865,373

(ii) Foreign Exchange Outgo: (Amount in Rs.)

Travel expenditure 4,546,054Conference/ Business Promotion 8,806,690Professional Charges 13,088,930Director’s sitting Fees expenses 92,414Total Foreign Exchange outgo 26,534,088


Risk Management Policy

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

General

Your Directors state that during the year ended March 31, 2016:

- There has been no change in the nature of business of the company during the year ended on March 31, 2016.

- No amount has been transferred to Reserves by the Company during the year ended on March 31, 2016.

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

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

- There are no changes in the Authorised and Paid up share Capital of the Company for the year ended on March 31, 2016.

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

- There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgements

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

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

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

Sd/-Vivek Chaand Sehgal

Chairman Place: Noida Date: 10th June, 2016


Annexure-A

ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN BOARD’S REPORT 1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken

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

• SkillDevelopmentandVocationbasededucation

• Livelihoodenhancement

• WastemanagementandSanitation

• Environmentalsustainability

• Womenandyouthempowerment

• Disasterrelief

• NationalMissions

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

• Mr. Hiroshi Morimoto

• Ms. Madhu Bhaskar

• Mr. Ashok Tandon

3. Average net profit of the company for last three financial years: Please refer note below

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

5. Details of CSR spent during the financial year. - Please refer note below

(a) Total amount to be spent for the financial year:- Please refer note below(b) Amount unspent, if any;-Please refer note below(c) Manner in which the amount spent during the financial year is detailed below:

S.NO. CSR Project or Activity identified

Sector in which the Project is covered

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

Amount outlay (budget) project or programme wise

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

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

Please refer Note Below

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


refer Note Below

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

Note: CSR committee has been formed by the Company in terms of the provisions of the Companies Act, 2013 due to losses no amount is required to be spend by the Company.

For Samvardhana Motherson International Limited

Sd- Madhu Bhaskar

Chairperson- Corporate Social Responsibility Committee


Annexure-B

Form No. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31,2016[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1 CIN u74900DL2004PLC1311182 Registration Date 09/12/20043 Name of the Company Samvardhana Motherson International

Limited4 Category / Sub-Category of the Company Company Limited by Shares5 Address of the Registered office and contact details 2ND FLOOR, F-7, BLOCK B-1, MOHAN

COOPERATIVE INDuSTRIAL ESTATE, MATHuRA ROAD, NEW DELHI – 110044

6 Whether listed company (Yes/No) No (Non-Convertible Debentures listed with Bombay Stock Exchange)

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

Link InTime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (W), Mumbai-400078

AI. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sl. No. Name and Description of main products / services NIC Code of the Product/service

% to total turnover of the company

1 Group Holding 29304 96.36%

BI. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S.NO. NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

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

u74899DL2004PLC131099 Subsidiary Company

100% 2(87)(ii)

2 Nachi Motherson Tool Technology Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


74% 2(87)(ii)

3 Motherson Molds and Diecasting Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


51% 2(87)(ii)

4 SAKS Ancillaries Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


58.11% 2(87)(ii)




% OF SHARES

HELD

APPLICABLE SECTION

5 Samvardhana Motherson Virtual Analysis Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

u29199DL2005PLC139659 Subsidiary Company through MothersonSumi INfotech and Designs Limited

100% 2(87)(ii)

6 Motherson Auto Solutions Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


66% 2(87)(ii)

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


53.65% 2(87)(ii)

8 MSID u.S. Inc. (held by MothersonSumi INfotech& Designs Ltd.)18 East 41st Street Suite 1704 New York, NY 10017

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

100% 2(87)(ii)

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


100% 2(87)(ii)

10 MothersonSumi INfotech and Designs SG Pte. Ltd. (held by MothersonSumi INfotech & Designs Ltd.)178 Paya Lebar Road, #04-08/09, Paya Lebar 178, Singapore (409030)


100% 2(87)(ii)

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


85.71% 2(87)(ii)

12 Motherson Consultancies Service Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


100% 2(87)(ii)

13 Motherson Auto Engineering Service Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

u29253DL2004PLC126353 Subsidiary Company through MothersonSumi INfotech and Designs Limited

100% 2(87)(ii)

14 Motherson Techno Tools Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


60% 2(87)(ii)

15 Motherson Advanced Tooling Solutions Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


100% 2(87)(ii)




% OF SHARES

HELD

APPLICABLE SECTION

16 Tigers Connect Travel Systems and Solutions Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


100% 2(87)(ii)

17 Samvardhana Motherson Refrigeration Product Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


100% less One Hundred

shares

2(87)(ii)

18 Motherson Sintermetal Technology Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, New Delhi -110044


89% 2(87)(ii)

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

u31500DL2014PTC274514 Subsidiary Company

100% 2(87)(ii)

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

u50300DL2014PTC273269 Subsidiary Company

100% 2(87)(ii)

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

N.A. Subsidiary Company

100% 2(87)(ii)

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

N.A Subsidiary Company

100% 2(87)(ii)

23 Motherson Sintermetal Technology B.V. (held by Motherson Sintermetal Technology Ltd.)OranjeNassaulaan 55, 1e etage, 1075 AK Amsterdam

N.A. Subsidiary Company through Motherson Sintermetal Technology Limited

100% 2(87)(ii)

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

N.A. Subsidiary Company through Motherson Sintermetal Technology Limited

100% 2(87)(ii)

25 Motherson Techno Tools Mideast FZE. (% held by Motherson Techno tools Limited)WARE HOuSE NO. P-6/173 ,PO Box No 120105,Sharjah Airport International Free Zone, Sharjah, united Arab Emirates

N.A. Subsidiary Company through Motherson Tehnco Tools Limited

100% 2(87)(ii)

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

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

27 Motherson Sumi Systems Limited (MSSL)2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

L34300MH1986PLC284510 Joint Venture 36.93% 2(87)(ii)

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

u29298DL2006PLC155317 Joint Venture 49% 2(87)(ii)




% OF SHARES

HELD

APPLICABLE SECTION

29 Anest Iwata Motherson Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

u34107DL2000PTC108736. Joint Venture 49% 2(87)(ii)

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


31 Spheros Motherson Thermal System Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


32 Matsui Technologies India Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

u29199DL2006PLC156494 Joint Venture 50% less one share

2(87)(ii)

33 Fritzmeier Motherson Cabin Engineering Private Limited (Jointly with Samvardhana Motherson Finance Services Cyprus Limited)2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

u31908DL2007PTC162125 Joint Venture 50% 2(87)(ii)

34 Nissin Advanced Coating Indo Co. Private Limited.(Jointly with Samvardhana Motherson Finance Services Cyprus Limited)2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


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


36 Magneti Marelli Motherson India Holding B.V. (50% held by Samvardhana Motherson Finance Services Cyprus Limited)Amsterdam, 118BH Luchthaven Schiphol, Schiphol Boulevard 217

N.A. Joint Venture 50% 2(87)(ii)

37 CTM India Limited 2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


38 Nachi Motherson Precision Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044


39 Magneti Marelli Motherson Shock Absorbers India Private Ltd. B- 23, Midc Industrial Area, Villagae Nighoje, Taluka – Rajgurunagar, Chakan, Maharashtra- 410501

u74900PN2008PTC132425 Joint Venture 50% 2(87)(ii)

40 Samvardhana Motherson Polymers Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044





% OF SHARES

HELD

APPLICABLE SECTION

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


42 Motherson Air Travel Agencies Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

u74899DL1994PLC058171 Associate 43.33% 2(87)(ii)

43 Motherson Invenzen XLab Private Limited2nd Floor, F-7, Block B-1, Mohan Cooperative IndustrialEstate, Mathura Road, Delhi -110044

u72300DL2014PTC264533 Subsidiary 51% 2(87)(ii)

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

i) Category – Wise Shareholding

Category of Shareholders No. of Shares held at the beginning of the Year No. of Shares held at the end of the year % Change during the yearDemat Physical Total % of

total Shares

Demat Physical Total % of Total Shares

A. Promoters1. Indiaa) Individual/ HUF 111617046 NIL 111617046 23.58 111630046 NIL 111630046 23.57 - 0.01

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

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

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

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

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

Sub-total (A) (1):- 247707915 NIL 247707915 52.31 247720915 NIL 247720915 52.30 - 0.012. Foreigna) NRIs - Individuals 105155897 23250 105179147 22.21 105172597 30950 105203547 22.22 0.01

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

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

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

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

Sub-total(A) (2):- 180362897 23250 180386147 38.09 180379597 30950 180410547 38.10 0.01Total shareholding g of Promoter(A) = A1+A 2

428070812 23250 428094062 90.4 428100512 30950 428131462 90.40 NIL

B. Public Shareholding1. Institutionsa) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

b) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

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

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

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

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

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

h) Foreign Venture Capital Funds

NIL NIL NIL NIL NIL NIL NIL NIL NIL

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

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


Category of Shareholders No. of Shares held at the beginning of the Year No. of Shares held at the end of the year % Change during the yearDemat Physical Total % of

total Shares

Demat Physical Total % of Total Shares

2. Non Institutionsa) Bodies Corp. i) Indian 50000 NIL 50000 0.01 50000 NIL 50000 0.01 NIL

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

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

2235846 2131561 4367407 0.92 2180284 2020648 4200932 0.89 -0.03

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

6331501 997700 7329201 1.55 6026565 1188608 7215173 1.52 - 0.03

c) Others i) Foreign Nationals & Non-Resident Indians iii) Trust

670200

504250

1391456

594436

2061656

1098686

0.43

0.23

922200

634948

1248164

598133

2170364

1233081

0.45

0.26

0.02

0.03

Sub-total(B)(2):- 9791797 35727996 45519793 9.59 9813997 35668396 45482393 9.60 0.01Total Public Shareholding (B)=(B)(1)+ (B)(2)

9791797 35727996 45519793 9.59 9813997 35668396 45482393 9.60 0.01

C. Shares held by Custodian for GDRs & ADRs

NIL NIL NIL NIL NIL NIL NIL NIL NIL

Grand Total (A+B+C) 35751246 437862609 473613855 100 437914509 35699346 473613855 100 NIL

(ii) Shareholding of Promoters

Sl. No

Shareholders Name Shareholding at the beginning of the Year

Shareholding at the end of the Year

No. of Shares

% of total shares of the

Company

%of Shares Pledged/

encumbered to total shares

No. of Shares

%of total shares of the

Company

%of Shares Pledged/

encumbered to total shares

% change in share holding

during the year

1 Ms. Geeta Soni 1332760 0.29 NIL 1340760 0.28 NIL NIL2 Ms. Renu Alka Sehgal 109825286 23.19 NIL 109825286 23.19 NIL NIL3 Ms. Nilu Mehra 459000 0.10 NIL 464000 0.10 NIL NIL4 Motherson Engineering

Research and Integrated Technologies Limited

14500000 3.06 NIL 14500000 3.06 NIL NIL

5 Advanced Technologies and Automotive Resources Pte. Ltd.

8427000 1.78 NIL 8427000 1.78 NIL NIL

6 Shree Sehgals Trustee Company Private Limited

121590869 25.67 NIL 121590869 25.67 NIL NIL

7 Ms. Vidhi Sehgal 4651556 0.98 NIL 4675956 0.99 NIL 0.018 Mr. Vivek Chaand Sehgal 100527391 21.23 NIL 100527391 21.23 NIL NIL9 Mr. Laksh Vaaman Sehgal 200 0.00 NIL 200 0.00 NIL NIL10 Radha Rani Holdings Pte.

Limited66780000 14.10 NIL 66780000 14.10 NIL NIL

Total 428094062 90.4 NIL 428131462 90.40 NIL 0.01


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

Sl. No. Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of shares % of total shares of the

Company


Company1 At the beginning of the year 428094062 90.4% 428094062 90.40

Increase in promoters holding during the year:• Ms. Geeta Soni (due to transfer)• Ms. Nilu Mehra (due to transfer)• Ms. Vidhi Sehgal (due to transfer)

1332760459000

4651556

0.280.100.98

1340760464000

4675956

0.280.100.99

At the End of the Year 428131462 90.4% 428131462 90.40

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

Sl. No Shareholding at the beginning of the year


For Each of the Top 10 Shareholders No of shares

% of total shares of the

Company


Company 1 Sojitz Corporation 30612843 6.46 30612843 6.462 Samvardhana Employees Welfare Trust 1098686 0.23 598133 0.123 Sandeep Agarwala 463750 0.1 463750 0.14 Anju Agarwal 463750 0.1 463750 0.1 5 Namita Mohan 350000 0.07 350000 0.076 Ranju Sayall 212000 0.04 212000 0.047 Naresh Chander Madan 195050 0.04 195050 0.04 8 Rajat Jain 182500 0.04 162500 0.04 9 Devender Singh 162800 0.03 162800 0.03 10 Loca Srinivas Reddy 149000 0.03 149000 0.03

v) Shareholding of Directors and Key Managerial Personnel:

Sl. No

NAME Shareholding at the beginning of the year


No. of share at the beginning of the year

% of total shares of the company

No. of share at the beginning of the year

% of total shares of the company

1 Mr. Ashok Tandon 44100 0.01 44100 0.012 Mr. Vivek Avasthi 30000 0.01 30000 0.013 Mr. Laksh Vaaman Sehgal 200 0.00 200 0.004 Mr. Ramesh Dhar 36000 0.01 36000 0.015 Ms. Geeta Soni 1332760 0.28 1340760 0.286 Ms. Nilu Mehra 459000 0.09 464000 0.097 Mr. Masahiro Matsushita NIL NIL NIL NIL8 Mr. Vivek Chaand Sehgal 100527391 21.23 100527391 21.239 Mr. Bimal Dhar 150000 0.03 150000 0.0310 Mr. Dhruv Mehra 12600 0.00 12600 0.0011 Mr. Hiroshi Morimoto 96760 0.02 96760 0.0212 Mr. Yoshiki Kishimoto

(upto 19/08/2015)NIL NIL NIL NIL

13 Ms. Madhu Bhaskar NIL NIL NIL NIL14 Ms. Pooja Mehra 28000 0.00 28000 0.0015 Mr. Mikihisa Takayama NIL NIL NIL NIL


V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding

Deposit

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

8,350,000,000-

75,974,323

---

8,350,000,000-

75,974,323Total (I + ii + iii) 8,425,974,323 - 8,425,974,323Change in Indebtedness during the financial year•Addition•Reduction

1,162,888,177-

789,021,200-

--

1,951,909,377-

Net Change 1,162,888,177 789,021,200 1,951,909,377Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii)Interest accrued but not due

9,500,000,000-

88,862,500

789,021,200--

10,289,021,200-

88,862,500Total (I + ii + iii) 9,588,862,500 789,021,200 10,377,883,700

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sl. No.

Particulars of Remuneration Name of MD/WTD/Manager Total AmountMr. Ramesh Dhar Mr. Dhruv Mehra

1 Gross salary:(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

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

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

4,477,958 7,108,449 11,586,407

2 Stock Option - - -3 Sweat Equity - - -4 Commission as % of profit

Others, Specify- - -

5 Others, Please specify - - -TOTAL A 4,477,958

(upto 17.08.2015)7,108,449 11,586,407


B. REMuNERATION TO OTHER DIRECTORS:

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

1 Independent Directors Mr. Hiroshi Morimoto

Ms. Madhu Bhaskar

Fee for attending board committee meetings CommissionOthers, please specify

92,414 120,000 212,414

Total (1) - - - - - 2 Other Non-Executive

DirectorsFee for attending board committee meetingsCommissionOthers, please specify

- - - - -

Total (2) - - - - -Total (B) = (1+2) 92,414 120,000 212,414Total Managerial Remuneration

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

Sl. No

Particulars of Remuneration Key Managerial PersonnelCompany Secretary

Ms. Pooja Mehra

CFO cum Director

Mr. Ashok Tandon

Total

1 Gross salary(a) Salary as per provisions contained in section

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

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

tax Act, 1961

2,914,392 9,743,162 12,657,554

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

- As % of Profit- Others, specify

- - -

5 Others, please specify - - -Total 2,914,392 9,743,162 12,657,554


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies

Act

Brief Description

Details of Penalty/ punishment/

Compounding fee imposed

Authority[RD/NCLT/

Court]

Appeal made, if any (give

details)

A. COMPANYPenalty NIL N.A. NIL NIL NAPunishment NIL N.A. NIL NIL NACompounding NIL N.A. NIL NIL NAB.DIRECTORSPenalty NIL N.A. NIL NIL NAPunishment NIL N.A. NIL NIL NACompounding NIL N.A. NIL NIL NAC. Others Officers in defaultPenalty NIL NA NIL NIL NAPunishment NIL NA NIL NIL NACompounding NIL NA NIL NIL NA


Annexure- C

Information as per section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel ) Rules, 2014

Employee name

Designation Educational Qualification

Age Experience (in years)

Date of joining

Gross remuneration paid (in Rs.)

Previous employment and designation

Percentage of equity shares held in the company

Whether relative of any director or manager of the company

Ramesh Dhar(upto 17.08.2015)

Director Bachelor of Engineering

66 41 years 01/04/2012 4,477,958 Woco Motherson

Limited Chief

Executive Officer

36000 shares (0.01%)

Himself Director

Ashok Tandon

Director Bachelor of Engineering

65 40 years 15/09/2011 9,743,162 Motherson Auto Limited

Senior Vice President

44100 shares (0.01%)

Himself Director

Anil Kalra CDA Bachelor of Engineering

64 39 years 01/04/2012 8,050,604 Sumi Motherson Innovative

Engineering Limited

President

18000 shares(0.00%)

Not related

KunalMalani President CA 39 16 years 15/07/2013 17,162,136 India Infoline Investment

BankingSenior Vice

President

Nil Not related

Anil Bahl (upto 31.08.2015)

General Manager

Bachelor of Engineering

46 22 years 02/01/2014 2,991,805 Cedar Support Service

Limited Vice President

7000 shares(0.00%)

Not related

Man Mohan Verma

Deputy CDA PGDBM, M. Tech,

BE. (Hons)59 34 years 13/02/2012

6,572,588

Business Head- MATS

36000 shares (0.01%)

Not related

Aviral Khandelwal Assistant

Vice President-

Group Strategy

M&A

PGDM B.Tech ME

35

14 years 24/10/20136,711,796

VP- Corporate

Banking Bank of

America

Nil Not related

Dhruv Mehra

Director Commerce Graduate

40 21 years 15/07/2014 Rs. 7,108,449 COO- Anest Iwata

Motherson

12600 shares (0.00%)

Son of Ms. Nilu

Mehra, Director

who is sister of

Mr. Vivek Chaand Sehgal

Mr. C.V. Raghu

Group General Counsel

B.Sc., LLB, PGDBM,

Industrial Relationship and Person-nal Manage-

ment

52 27 years 4th December,

2015

Rs. 8,314,540 Senior Director-

Legal & Regulatory

Affairs at Max India

Limited

Nil Not Related


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Statement pursuant to first proviso to sub-section (3) of section 129 of the Companies Act 2013,read with rule 5 of Companies (Accounts)Rules, 2014 in the prescribed Form AOC-1 relating to Associates and Joint Ventures companiesName of Associates/ Joint venture

Last Audited Balance Sheet Date

Shares of Associates/ Joint Ventures held by the company at the year end#

Description of How there is significant influence

Reason why the Associate/ Joint Venture is not Consolidated

Net Worth attributable to shareholding as per latest Audited Balance Sheet

Profit/ Loss for the year

No. Amount of investment in Associates/ Joint Ventures

Extent of holding%

Considered in consolidation

Not considered in consolidation

Samvardhana Motherson Global Holding Limited (SMGHL) (% held By Samvardhana Motherson Holding (M) Private Limited)

March 31, 2016

- - 49% As per Joint Venture Agreement

13552080451 4333599505

Motherson Sumi Systems Limited (MSSL)

March 31, 2016

488549846 11564392341 36.93%15634430752 6485225333

Anest Iwata Motherson Coating Equipment Limited

March 31, 2016

98000 980000 49% As per Joint Venture Agreement

29551356 11067197

Anest Iwata Motherson Private Limited

March 31, 2016


189314681 13367013

AES (India) Engineering Limited

March 31, 2016


11029988 3703495

Spheros Motherson Thermal System Limited

March 31, 2016


61580308 13334106

Matsui Technologies India Limited

March 31, 2016

1999999 19999990 50% less one share

As per Joint Venture Agreement

26430882 7254494

Fritzmeier Motherson Cabin Engineering Private Limited

March 31, 2016


230636411 180996

Nissin Advanced Coating Indo Co. Private Limited

March 31, 2016


28732748 (625829)

Magneti Marelli Motherson Auto System Private Ltd (100% held by Magneti Marelli Motherson India Holding B.V.)

March 31, 2016

- - 50% As per Joint Venture Agreement

514306682 27309874

Magneti Marelli Motherson India Holding B.V.

December 31, 2015


224129818 (2260062)

CTM India Limited March 31, 2016


143305301 58443814

Nachi Motherson Precision Private Limited

March 31, 2016


64823816 6296123

Magneti Marelli Motherson Shock Absorbers India Private Ltd. 4

March 31, 2016


335397422 (80259420)

Samvardhana Motherson Polymers Limited1

March 31, 2016

1800750 264722500 49% As per Joint Venture Agreement 4018441438 1237293699

Motherson Bergstrom HVAC Solutions Private Limited

March 31, 2016

6500000 65000000 50% As per Joint Venture Agreement 11204856 (7257457)

Motherson Air Travel Agencies Limited

March 31, 2016

325000 24050000 43.33% Note 1 116680294 9405337

Note:1. The Company has power to participate in the financial and the operating policy decision but does not have control or joint control

over those polices2. Financial figures as taken in the Consolidated Financials of the Company 3 #Contains data for Equity Investment made by the Company for details of Preference Share Capital please refer Financial

Statements


FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

To, The Members, Samvardhana Motherson International Limited 2nd Floor, F-7, Block-B-1 Mohan Cooperative Industrial Estate Mathura Road, Delhi-110044 CIN-u74900DL2004PLC131118

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Samvardhana Motherson International Limited (hereinafter called “the company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of Samvardhana Motherson International Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2016 according to the provisions of:

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

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

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

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

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) as may be applicable:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

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

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

vi) We have relied on the representation made by the Company and its officers for system and mechanism framed by the Company for compliances under other the following applicable Act, Laws & Regulations to the Company.

• Employees Provident Fund and Miscellaneous Provisions Act, 1952


• Provisions of Employee State Insurance Act, 1948 • Workmen‟s Compensation Act, 1923 • Equal Remuneration Act, 1976 and all other allied labour laws, as informed/ confirmed to us; • Income Tax Act, 1961 • Finance Act, 1994 • Prevention of Money Laundering Act, 2002 • Delhi Shops and Commercial Establishment Act, 1954 • Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 • Reserve Bank of India Act, 1934 and rules, regulations, circulars, notifications issued by Reserve Bank of India

from time to time for Core Investment Company.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that-

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

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent as per the provisions of Companies Act 2013, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members‟ views are captured and recorded as part of the minutes.

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

We further report that during the audit period, the company has following events: (details of specific events / actions having a major bearing on the company‟s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above).

i) The Company has issued 600 (Six Hundred) Secured, Redeemable, Non-Convertible Debentures of Rs. 1,00,00,000 each fully paid up on private placement basis in accordance with the Companies Act, 2013.

ii) The Company has listed its Secured, Redeemable, Non-Convertible Debentures on Bombay Stock Exchange and such Debentures are admitted for dealing in the list of securities of F GROuP - DEBT INSTRuMENTS.

For Abhishek Sethiya & Associates (Company Secretaries)

Place:- New Delhi CS Abhishek Sethiya Date:-June 10, 2016 (Proprietor)

FCS No. 7856, CP No. 14237

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.


‘Annexure A’ To, The Members, Samvardhana Motherson International Limited

Our report of even date is to be read along with this letter.

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

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

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

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Abhishek Sethiya & Associates (Company Secretaries)

Place:- New Delhi CS Abhishek Sethiya Date:- June 10, 2016 (Proprietor)

FCS No. 7856, CP No. 14237


Standalone Financial

Statements


INDEPENDENT AUDITORS’ REPORTTo the Members of Samvardhana Motherson International Limited

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Samvardhana Motherson International Limited (“the Company”), which comprise the Balance Sheet as at March 31 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014 and Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other accounting standard referred to in Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial 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 standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors’ judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2016’, issued by the Central Government of India in terms of sub-section (11) of section 143 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 B of a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other accounting standard referred to in Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its standalone financial statements – Refer Note 27 (ii) ;

The Company has long-term contracts including derivative contracts as at March 31, 2016 for which there were no material foreseeable losses;

There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2016.

For Price Waterhouse Chartered Accountants LLPFirm Registration Number:012754N/N500016

Anupam DhawanPlace: Noida PartnerDate: May 30, 2016 Membership Number:084451


Annexure A to Independent Auditors’ ReportReferred to in paragraph 10 (f) of the Independent Auditors’ Report of even date to the members of Samvardhana Motherson International Limited on the standalone financial statements for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act.

1. We have audited the internal financial controls over financial reporting of Samvardhana Motherson International Limited(“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.


3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the“Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016

Anupam DhawanPlace: Noida PartnerDate: May 30, 2016 Membership Number: 084451


Annexure B to Independent Auditors’ ReportReferred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Samvardhana Motherson International Limited on the standalone financial statements as of and for the year ended March 31, 2016

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) The Company does not own any immovable properties as disclosed in Note 12 on fixed assets to the financial statements. Therefore, the provisions of Clause 3(i)(c) of the said Order are not applicable to the Company.

ii. The Company is an Investment Company, and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company.

iii. The Company has granted unsecured loans, to eleven companies covered in the register maintained under Section 189 of the Act. The Company has not granted any secured/ unsecured loans to any firm /LLP/ other party covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not preju-dicial to the Company’s interest.

(b) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stip-ulated by the Company. Except for an amount aggregating Rs. 1,193 mn outstanding towards principal, the par-ties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(c) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.

iv. The Company is a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of financing. Accordingly, the provisions of Section 185 is not applicable to the Company. According to the information and explanations given to us, the Company has complied with the provisions of Section 186(1) of the Companies Act, 2013 in respect of the investments made. The other provisions of Section 186 are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (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, service tax and works contract tax, though there has been slight delays in a few cases, and is regular in depos-iting undisputed statutory dues, including provident fund, employees’ state insurance, sales tax,duty of customs , duty of excise, value added tax, cess and other material statutory dues, 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, duty of customs, duty of excise, value added tax which have not been deposited on account of any dispute. The particulars of dues of service tax as at March 31, 2016 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues Amount(Rs. In million)

Period to which the amount relates

Forum where the dispute is pending

Central Excise Act, 1994 Service Tax 3* 2010-11 to 2014-15 Joint Commissioner of Central Excise

Central Excise Act, 1994 Service Tax 1 FY 2011-12 High Court, Allahabad

* Excluding Interest and Penalty


viii. According to the records of the Company examined by us and the information and explanation given to us, the Com-pany has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of private placement of debt instruments listed on Bombay Stock Exchange and term loans have been applied for the purpos-es for which they were obtained. The Company has not raised any money by way of initial public offer or further public offer.

x. 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 by the Company or on the Company by its officers or em-ployees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions during the year with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is required to, and has been registered under Section 45-IA of the Reserve Bank of India Act, 1934 as a Core Investment Company [Non-Deposit Taking Systemically Important (CIC-ND-SI)].


Anupam DhawanPlace: Noida PartnerDate: May 30, 2016 Membership Number:084451


Auditor’s Additional ReportThe Board of the DirectorsSamvardhana Motherson International LimitedPlot No 1, Sector 127, Noida-Greater Expressway,Noida 201301, uttar Pradesh.

1. This report is issued in accordance with the requirements of Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008 (the “Directions”) as consolidated in the Reserve Bank of India (RBI) Master Circular RBI/1015-16/11 DNBR (PD) CC. No.057/03.10.119/2015-16, dated July 01, 2015.

2. We have audited the accompanying standalone financial statements of Samvardhana Motherson International Limited (hereinafter referred to as the “Company”) comprising Balance Sheet as at March 31, 2016 and the related Statement of Profit and Loss and Cash Flow Statement for the year ended on that date,on which we have issued our report dated May 30, 2016.

Management’s Responsibility for the Financial Statements

3. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014and Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other accounting standard referred to in Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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


5. Pursuant to the requirements of Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2008 as consolidated in RBI Master circular RBI/1015-16/11 DNBR (PD) CC. No.057/03.10.119/2015-16, dated July 01, 2015 (the “Directions”),it is our responsibility to examine the audited books and records of the Company for the year ended March 31, 2016 and report on the matters specified in the Directions to the extent applicable to the Company.

6. We conducted our examination in accordance with the ‘Guidance Note on Audit reports and Certificates for Special Purposes’ issued by Institute of Chartered Accountants of India.

Opinion

7. Based on our examination of the audited books and records of the Company for the year ended March 31, 2016 as produced for our examination and the information and explanations given to us we report that:

7.1 The Company is engaged in the business of non-banking financial institution and has obtained a certificate of registration (CoR)N-14.03309 dated September 11, 2014 from the Bank’s Department of Non-Banking Supervision, New Delhi Regional Office.

7.2 The Company is entitled to continue to hold such CoR in terms of its asset pattern as on March 31, 2016.

7.3 The Board of Directors of the Company has passed a resolution in its meeting held on June 22, 2015for non-acceptance of public deposits.

7.4 The Company has not accepted any public deposits during the year ended March 31, 2016.

7.5 Refer note 43(c) of the accompanying financial statements, the Company has complied with the prudential norms


relating to income recognition, accounting standards, asset classification and provisioning for bad and doubtful debts as applicable to it in terms of Non–Banking Financial (Non – Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 (as amended up to the date of this report), prospectively, from the date of Certificate of Registration as Core Investment Company (CIC).

7.6 The quarterly statement of capital funds, risk assets / exposures and risk asset ratio (NBS – 7) has been furnished to the Bank on April 15, 2016 within the stipulated period based on the unaudited books of account. Para 16-“Requirement as to capital adequacy” of Prudential Norms Directions is not applicable to the Company. Accordingly, the question of commenting on whether the Company had correctly arrived at and disclosed the capital adequacy ratio (CRAR), based on the audited/unaudited books of account, in the return submitted to the Bank in Form NBS – 7 and whether such ratio is in compliance with the minimum CRAR prescribed by the Bank does not arise.

Restriction on Use

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

This report is issued pursuant to our obligations under Directions to submit a report on additional matters as stated in the above Directions, to the Board of Directors of the Company and should not be used by any other person or for any other purpose. Price Waterhouse Chartered Accountants LLP neither accepts nor assumes any duty or liability for any other purpose or to any other party to whom our report is shown or into whose hands it may come without our prior consent in writing.


Anupam DhawanPartner

Membership Number:084451

Place: Noida Date: May 30, 2016


BALANCE SHEET(All amounts are in Rs. million, unless otherwise stated)

Notes

As AtMarch 31, 2016

As AtMarch 31, 2015

EQUITY AND LIABILITIES Share Capital 3 4,736 4,736 Reserves and Surplus 4 4,283 5,317

9,019 10,053 Non- Current Liabilities

Long-Term Borrowings 5 6,000 2,700 Other Long-Term Liabilities 6 167 372 Long-Term Provisions 7 2,875 571

Current Liabilities 9,042 3,643 Short-Term Borrowings 8 1,789 500 Trade PayableTotal Outstanding Dues of Micro Enterprises and Small Enterprises and

- -

Total Outstanding Creditors other than Micro and Small Enterprises 9 8 13 Other Current Liabilities 10 3,361 5,856 Short-Term Provisions 11 34 33

5,192 6,402 TOTAL EQUITY AND LIABILITIES 23,253 20,098 Non- Current Assets Fixed Assets

Tangible Assets 12 7 8 Non-Current Investments 13 19,200 17,839 Long-Term Loans and Advances 14 1,567 1,711 Other Non-Current Assets 15 - 135

Current Assets 20,774 19,693 Current Investments 16 1,020 138 Trade Receivables 17 31 24 Cash and Bank Balances 18 610 115 Short-Term Loans and Advances 19 650 15 Other Current Assets 20 168 113

2,479 405 TOTAL ASSETS 23,253 20,098 Summary of Significant Accounting Policies 2

The accompanying notes are an integral part of these financial statements

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

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/ N500016

For and on behalf of the Board

Anupam Dhawan Ashok Tandon Vivek Avasthi Partner (Director) (Director) M.No.: 084451 DIN 00032733 DIN 00033876

Place: Noida Pooja Mehra Date : May 30, 2016 (Company Secretary)


STATEMENT OF PROFIT AND LOSS(All amounts are in Rs. million, unless otherwise stated)

Note For the Year EndedMarch 31, 2016

For the Year EndedMarch 31, 2015

REVENUE Revenue from Operations 21 2,655 1,108 Other Income 22 36 145

TOTAL REVENUE 2,691 1,253 EXPENSES

Employee Benefits Expense 23 104 93 Other Expenses 24 2,486 322

TOTAL EXPENSES 2,590 415 Profit before Finance Cost and Depreciation 101 838

Finance Costs 25 1,132 1,096 Profit/(Loss) for the year before Depreciation (1,031) (258)

Depreciation 26 3 2 Profit/(Loss) before tax (1,034) (260) Tax Expense - - Profit/(Loss) for the year (1,034) (260)Earnings/ (Loss) per share 35Nominal value per share : Rs. 10 (Previous year : Rs. 10)

Basic : Rs. per share (2.18) (0.55)Diluted : Rs. per share (2.18) (0.55)

Summary of Significant Accounting Policies 2

The accompanying notes are an integral part of these financial statementsThis is the Statement of Profit & Loss referred to in our report of even date






CASH FLOW STATEMENT(All amounts are in Rs. million, unless otherwise stated)



A. Cash flows from operating activities:Profit/(Loss) before taxation (1,034) (260)Adjustments for: Depreciation 3 2 Interest Expenses 186 199 Premium on redemption of Debentures 893 893 unrealised Foreign Currency (gain)/loss (9) (5)Interest Income (234) (180)Income from Investments - Dividend Income (2,326) (903)Dividend Re-invested * 0 - Provision for diminution written back - (1)Provision for Gratuity and Compensated Absences 5 10 Liabilities written back to the extent no longer required * - (0)Provision for Diminution in Long-Term Investments 1,241 147 Mark to Market gain on derivatives transaction (17) (135)Contingent Provision on standard assets - 5 Provision for Doubtful Advances 1,064 20 Discount on issue of Commercial Paper 42 - Operating profit before Working Capital changes (186) (208)Adjustments for changes in working capital : - (Increase)/ Decrease in Trade receivables (7) (19) - (Increase)/ Decrease in loans and advances (1,000) (47) - Increase/ (Decrease) in Trade Payables (4) 3 - Increase/ (Decrease) in Other Current liabilities 16 5 Cash used in operations before tax and dividend income (1,181) (266)- Dividend Received from Subsidiaries and Joint Venture Companies

2,326 886

- Interest Received on Short Term Loans 308 95 Net Cash used in Operating Activities 1,453 715 Taxes (Paid) (Net of Refunds) 18 7 Net Cash used in Operating Activities 1,471 722

B. Cash Flows from Investing activities:Purchase of Tangible Assets (2) (6)Proceeds from sale/ redemption of Long Term Investments (Shares)

28 1

(Purchase)/ sale of Investments (Mutual Funds)- (net) (882) 784 Purchase of Investments (shares) (872) (1,814)Interest received on Long Term Loan - 48 Net cash used in Investing Activities (1,728) (987)

C. Cash flows from financing activities:Interest paid (173) (165)Other Borrowing Cost paid (972) (10)Repayment of Short Term Borrowings (3,000) - Proceeds from Short Term Borrowings 4,247 300 Repayment of Long Term Borrowings (5,350) (800)Proceeds from Long Term Borrowings 6,000 - Net cash from financing activities 752 (675)Net Increase in Cash & Cash Equivalents 495 (940)




Cash and cash equivalents as at beginning of the year 115 1,055 Cash and cash equivalents as at end of the year 610 115 Cash and cash equivalents comprise of:Cash on Hand * 0 0 Cheques on Hand 1 Balance in Current Account 610 114 TOTAL 610 115

Notes1. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard

3 on “Cash Flow Statement” notified under section 211(3C) of the Companies Act 1956 [Companies (Accounting Standards) Rules 2006, as amended] and other relevant provisions of the Companies Act, 2013.

2. Figures in brackets indicate cash outgo.

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

The accompanying notes are an integral part of these financial statements

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






Notes to the financial statements(All amounts in Rs. million unless otherwise stated)

1. General Informations

Samvardhana Motherson International Limited (“SMIL” or “the Company”),is incorporated in India on December9, 2004 to act as a Holding Company to hold/ make investments in Group companies which are primarily engaged in business in the automotive sector. The Company was promoted by Mr. V.C. Sehgal, promoter of the Samvardhana Motherson Group. The Company is a public limited company that has listed its Non-Convertible Debentures on December 1,, 2015 on the Bombay Stock Exchange.

During the year ended March 31, 2015, the Company received the Certificate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03309 dated September11, 2014 issued by the Reserve Bank of India (“RBI”) under CIC Directions vide letter dated November 13, 2014. By virtue of the above Registration, the provisions of section 45-IA (1)(b) of the Act and provisions of paragraphs 15, 16 and 24 of the Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 (“NBFC Directions 2015”) issued vide Master Circular RBI/2015-16/13 DNBR (PD) CC. No.043/03.10.119/2015-16 dated July 01, 2015 (As amended up to April 11, 2016) shall not apply to the Company, subject to the conditions specified in the CIC Directions. More than 90% of its total assets are invested in long term investments in Group companies and more than 60% of investment in equity shares of Group companies as a proportion of net assets.

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

Summary of Significant Accounting Policies

2.1 Basis of Preparation

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 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 notified under the Companies Act, 1956 shall continue to apply.

Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) of the Companies Act 1956 [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 2013, NBFC Directors, 2015 and CIC Directions.

All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013 read with NBFC Direction, 2015 as aforesaid. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

2.2 Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in India requires the management to make estimates and assumptions that affect the reported amount of asset and liabilities as at Balance Sheet date, reported amount of revenue and expenses for the year and disclosures of contingent liabilities as at the Balance Sheet date. The estimates and assumptions used in the accompanying financial statement are based upon management’s evaluation of relevant facts and circumstances as at the date of the financial statements. Actual results could differ from estimates.



2.3 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 fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance.

Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss.

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

Assets Useful Lives (years)Leasehold improvements Over the period of leaseOffice Equipment 5 yearsComputers 3 years

2.4 Impairment of Assets

Assessment is done at each balance sheet date as to whether there is any indication that the tangible assets may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit (CGu). An asset or CGu whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each balance sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. An impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.

2.5 Investments

Investments that are readily realisable and are intended to be held for not more than one yearfrom the date on which such investments are made, are classified as current investments. Allother investments are classified as long term investments. Current investments are carried at cost or fair value, whichever is lower.

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

The Company, being regulated as Non-Banking Financial Company (NBFC) by the RBI, investments are classified under two categories i.e. Current and Long-Term and valued in accordance with RBI guidelines and the Accounting Standard (AS) 13 on ‘Accounting for Investments’.

2.6 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 Profit and Loss.

Forward Exchange Contracts

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

Derivative Instruments

Effective April 01, 2012, the Company adopted Accounting Standard-30 “Financial Instruments: Recognition and Measurement” issued by The Institute of Chartered Accountants of India to the extent the adoption does not contradict with the accounting standards notified under Section 211(3C) of the Companies Act, 1956 [Companies (Accounting Standards) Rules, 2006, as amended] and other regulatory requirements. All derivative contracts (except for forward foreign exchange contracts where Accounting Standard 11 – Accounting for the effects of changes in foreign exchange rates applies) are fair valued at each reporting date.

Accordingly, these contracts are marked to market and corresponding gain or loss is accounted for in the Statement of Profit and Loss.

2.7 Revenue Recognition

The Company’s principal sources of income are dividends from its investments, interest income and income from rendering of services to its Group companies.

i. Dividend income is recognized when the Company’s right to receive payment is established and is included under the head “Revenue from operation” in the statement of Profit and Loss.

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

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

2.8 Employee Benefits

Provident Fund

Contribution towards provident fund for certain employees is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined 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 defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC) under its Group’s Gratuity Scheme. The Company’s liability is actuarially determined (using the Projected unit Credit method) at the end of each year. Actuarial losses/ gains are recognized in the Statement of Profit 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 benefits. 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 benefits. The Company’s liability are actuarially determined (using the Projected unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.

2.9 Operating Leases

As a Lessee

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the period of the lease.

2.10 Current and Deferred Tax

Tax expense for the period, comprising current tax and deferred tax, is included in the determination of the net profit or loss for the period. 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 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 sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. In situations, where the Company has unabsorbed depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any.

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

2.11Borrowing Costs

(i) Borrowing costs including loan processing fees are charged to Statement of Profit and Loss in the year in which they are incurred.

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

(iii) In respect of commercial paper issued by the Company, the difference between the redemption value and



acquisition cost of Commercial Paper is amortised over the tenure of the instrument. The liability as at the Balance Sheet date in respect of such instruments is recognised at face value net of unamortised discount.

2.12 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 outflow of resources embodying economic benefits 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.

Impairment on Loans

Loan loss provision in respect of non-performing loans are made based on management’s assessment of degree of impairment of the loans and estimates of recoverability / realisation of the loans, subject to minimum provisioning level prescribed in accordance with prudential norm of Reserve Bank of India.

A standard provision is also made by the Company 0.30% on the standard assets outstanding and disclose under “Short-Term Provision” in note 11 of the financial statement as required by the Reserve Bank of India.

Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed 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 outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

2.13 Cash and Cash Equivalents

In the cash flow 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.

2.14Earnings per Share (EPS)

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period. The weighted average number of equity shares outstanding during the period and for all years presented is adjusted for events, such as bonus shares, 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 profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.



3 Share Capital

As AtMarch 31, 2016

As AtMarch 31, 2015

Authorised 900,000,000 (March 31, 2015 : 900,000,000) Equity Shares of Rs.10/- each 9,000 9,000 Issued 473,613,855 (March 31, 2015 : 473,613,855) Equity Shares of Rs.10/- each 4,736 4,736 Subscribed and Paid up 473,613,855 (March 31, 2015 : 473,613,855) Equity Shares of Rs.10/- each 4,736 4,736 TOTAL 4,736 4,736

a. Reconciliation of number of shares

Equity shares As at March 31, 2016 As at March 31, 2015 Number Amount Number Amount

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

b. Rights, preferences and restrictions attached to shares

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

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

c. Details of shareholders holding more than 5% shares of the aggregate shares of the Company

Equity shares of Rs. 10 each fully paid up As at March 31, 2016 As at March 31, 2015 No. of shares % of holding No. of shares % of holding

Equity shareholders Shri Sehgals Trustee Company Private Limited 121,590,869 25.67% 121,590,869 25.67% Vivek Chaand Sehgal 100,527,391 21.23% 100,527,391 21.23% Renu Alka Sehgal 109,825,286 23.19% 109,825,286 23.19% Radha Rani Holdings Pte Limited 66,780,000 14.10% 66,780,000 14.10% Sojitz Corporation 30,612,843 6.46% 30,612,843 6.46%

4 Reserves and Surplus

As AtMarch 31, 2016

As AtMarch 31, 2015

Capital Reserve Capital reserve on amalagamation Balance as at the beginning of the year 2,402 2,402 Balance as at the end of the year 2,402 2,402 Securities Premium Account Balance as at beginning of the year 3,263 3,263 Balance as at the end of the year 3,263 3,263 Surplus / (Deficit) in Profit and Loss Balance as at the beginning of the year (348) (88) Profit/ (Loss) for the year (1,034) (260) Balance as at the end of the year (1,382) (348)

4,283 5,317



5 Long Term Borrowings

Non- Current Portion Current Maturities As At

March 31, 2016 As At



March 31, 2015 Secured Debenture: 5% Redeemable Non-Convertible Debentures - - - 2,000 [refer note (i) below] 0% Redeemable Non-Convertible Debentures 6,000 2,500 2,500 3,000 [refer note (ii) below] Loans: Loan from Other than Banks [refer (iii) below] - 200 - 150 Less: Disclosed under "Other Current Liabilities" - - (2,500) (5,150) (refer note 10) TOTAL 6,000 2,700 - -

Nature of Security Terms of Repayment i) Nil (March 31, 2015 : 200), 5% redeemable non convertible debentures having face value of Rs. 10 million each aggreegating to Rs. Nil (March 31, 2015 Rs 2,000 million) (75 debentures allotted on November 21, 2013 and 125 debentures allotted on December 3, 2013) have been secured by pledge of NIL (March 31, 2015: 10,050,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.75 time to be maintained.

75 NCDs redeemed in single instalment in November 2015 and 125 NCDs in December 2015.Redemption on 7.5% premium over face value calculated on the basis of 12.5% YTM compounding annually.

ii) 100 (March 31, 2015 : 100), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 1,000 million allotted on February 20, 2014 have been secured by pledge of 9,993,571 (March 31, 2015 : 5,150,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

Redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually. NCDs are due for redemption in February 2017.

150 (March 31, 2015 : 450), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 1,500 million (March 31, 2015 : 4,500 million) allotted on March 26, 2014 have been secured by pledge of 15,667,890 (March 31, 2015: 23,500,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

Series A:150 NCDs redeemed in single instalment in September 2015. Redemption on 12% premium over face value calculated on the basis of 12% YTM compounding annually.Series B: 150 NCDs redeemed in single instalment in March 2016. Redemption on 12.25% premium over face value calculated on the basis of 12.25% YTM compounding annually.Series C: 150 NCDs redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually. NCDs are due for redemption in March 2017.

200 (March 31, 2015 : Nil), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on November 17, 2015 have been secured by pledge of 16,400,000 (March 31, 2015: NIL) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchnage.

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

200 (March 31, 2015 : Nil), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on November 30, 2015 have been secured by pledge of 16,700,000 (March 31, 2015: NIL) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

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



Nature of Security Terms of Repayment 200 (March 31, 2015 : Nil), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on March 3, 2016 have been secured by pledge of 16,000,000 (March 31, 2015: NIL) equity shares held in Motherson Sumi Systems Limited. Margin of 1.75 times to be maintained

Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually. NCDs are due for redemption in September 2017.

(iii) (a) Loan from a finance company amounting to Rs. NIL (March 31, 2015: Rs. 150 million) has been secured by pledge of NIL (March 31, 2015: 749,085) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repaid in a single instalment in Feb 2016 @ carrying 12% p.a. interest paid monthly

(b) Loan from a finance company amounting to Rs. NIL (March 31, 2015: Rs. 200 million) had been secured by pledge of NIL (March 31,2015: 1,149,999) equity shares held in Motherson Sumi Systems Limited. Margin of 1.75 times to be maintained, further guaranteed by Promoter.

Repaid in a single instalment in May 2015 @ carrying 11.25% p.a. interest paid monthly

6 Other Long - Term Liabilities

As AtMarch 31, 2016

As AtMarch 31, 2015

Premium on Redemption of Debentures [refer Note 41(iii)] 167 372 TOTAL 167 372

7 Long - Term Provisions

As AtMarch 31, 2016

As AtMarch 31, 2015

Provision for Employee Benefits (refer note 23) Leave Encashment 9 10 Other Provision Provision for diminution in the value of Non- Current Investments [refer note (i) & (ii) below]

1,673 432

Provision for Sub-Standard Assets [refer note (iii) below] 1,012 - Provision for Loss Assets [refer note (iv) below] 181 129 TOTAL 2,875 571 i) Provision for diminution in respect of the Company's Investment in a) Samvardhana Motherson Finance Services Cyprus Limited 512 - b) Motherson Sintermetal Technology Limited 631 - c) Tigers Connect Travel Systems & Solutions Ltd. 55 55 d) Samvardhana Motherson Refrigeration Product Limited 204 204 e) Motherson Consultancies Service Limited 26 26 f) Magneti Marelli Motherson Shock Absorbers India Private Limited 98 - g) Motherson Advanced Tooling Solutions Limited 147 147 TOTAL 1,673 432

ii) During the year, Company has made a provision aggregating to Rs. 1241 million (March 31, 2015 : Rs. 147 million) in respect of other than temporary diminution in the value of its investments based on future projection in the entities.



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

As AtMarch 31, 2016

As AtMarch 31, 2015

Balance at the beginning of the year 432 286 Additions 1,241 147 unused amounts reversed - (1)Balance at the end of the year 1,673 432 Classified as Non-Current 1,673 432 Classified as Current - - Total 1,673 432 iii) Provision for Sub-Standard Assets Subsidiaries: Motherson Sintermetal Technology Limited 1,012 - TOTAL 1,012 - iv) Provision for Loss Assets Subsidiaries: Samvardhana Motherson Refrigeration Products Limited 118 64 Motherson Consultancies Service Limited 63 65 TOTAL 181 129 Movement of Provision on Loans: Balance at the beginning of the year 129 109 Additions 1,064 20 unused amounts reversed - - Balance at the end of the year 1,193 129 Classified as Non-Current 1,193 129 Classified as Current - - Total 1,193 129

8 Short- Term Borrowings

As AtMarch 31, 2016

As AtMarch 31, 2015

Secured Loan from Other than Banks [refer (i) below] 1,000 500 Unsecured Commercial Paper [refer (ii) below] 789 - TOTAL 1,789 500

Nature of security and terms of repayment of Secured Short-Term Borrowings:

Nature of Security Terms of Repayment (i) Loan from a finance company amounting to Rs. 1000

million (March 31, 2015 : Rs. 500 million) has been secured by pledge of 10,194,500 (March 31,2015: 3,063,000) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repayable in April 2016. 10%~10.75% Interest to be paid yearly

(ii) Commercial paper amounting to Rs. 789 million. (March 31, 2015: NIL)

Repayment at maturity value of Rs 500 million on 18th May 2016 and Rs 300 million on 6th June 2016 carrying discount rate 9.40% p.a and 9.55% p.a respectivelyDiscount Rate :- 9.40% to 9.55%Total Outstanding Balance :- Rs. 800 millionLess :- unamortised Discount :- Rs. 11 millionNet Outstanding Balance :- Rs. 789 million



9 Trade Payables

As AtMarch 31, 2016

As AtMarch 31, 2015

Trade Payables Total Outstanding Dues of Micro Enterprises and Small Enterprises and - - Total Outstanding Creditors other than Micro and Small Enterprises 8 13 TOTAL 8 13

10 Other Current Liabilities

As AtMarch 31, 2016

As AtMarch 31, 2015

Current maturities of long-term borrowings (refer Note 5) 2,500 5,150 Interest accrued but not due on borrowings 89 76 Employee benefits payable 9 9 Statutory dues including provident fund and tax deducted at source 18 10 Other Liabilities 19 11 Premium on Redemption of Debentures [refer Note 41(iii)] 726 600 TOTAL 3,361 5,856

11 Short-term provisions

As AtMarch 31, 2016

As AtMarch 31, 2015

Provision for Employee benefits (refer note 23) Gratuity 19 14 Leave encashment 11 10 Other Provision Provision for income tax - 5 [Net of Advance Tax of Rs. NIL (March 31, 2015 : Rs. 59 million)] Contingent provision on Standard Assets [refer (i) below] 4 4 TOTAL 34 33

i) Contingency provision represents 0.30% ( March 31, 2015 : 0.25%) of the outstanding standard loans, which is in compliance with RBI notification no. DNBR (PD) CC. No. 043/03.10.119/2015-16 dated July 01, 2015 (as amended upto April 11, 2016)

12. Fixed Assetsi) Current Year Particulars Gross Block Depreciation Net

Block April 01,

2015Additions Disposals March 31,

2016April 01,

2015 Depreciation

for the yearAdjustments March 31,

2016March 31,

2016Tangible Assets (Own) Computers 2 2 - 4 1 1 - 2 2

Office Equipment * 2 - - 2 1 1 - 2 0

Leasehold Improvements 7 - - 7 1 1 - 2 5 TOTAL 11 2 - 13 3 3 - 6 7



ii) Previous Year Particulars Gross Block Depreciation Net

Block April 01,

2014Additions Disposals March 31,

2015April 01,

2014 Depreciation

for the yearAdjustments March 31,

2015March 31,

2015 Tangible Assets (Own) Computers * 2 0 - 2 1 0 - 1 1

Office Equipment * 1 1 - 2 0 1 - 1 1

Leasehold Improvements - 7 - 7 - 1 - 1 6 TOTAL 3 8 - 11 1 2 - 3 8


13 Non-current Investments

As AtMarch 31, 2016

As AtMarch 31, 2015

Long Term - Trade Investments (Valued at cost) a) QUOTED : Equity Shares Investment in Joint Ventures : Motherson Sumi Systems Limited [refer note 5, 8, 27 and (i) below] 11,564 11,514 488,549,846 (March 31, 2015 : 325,566,564) Equity shares of Rs.1/- each fully paid up TOTAL (A) 11,564 11,514 b) UNQUOTED : Equity Shares Investment in Subsidiary Companies: Samvardhana Motherson Finance Services Cyprus Limited (refer note 7) 997 997 46,168 (March 31, 2015 : 46,168) Equity Shares of uSD 1/- fully paid up Samvardhana Motherson Holding (M) Pvt. Limited 66 66 1,325,714 (March 31, 2015 : 1,325,714) Fully paid up Ordinary Shares of no par value Samvardhana Motherson Refrigeration Product Ltd. (refer note 7) 12 12 3,049,900 (March 31, 2015 : 3,049,900) Equity Shares of Rs. 10/- each fully paid up Motherson Machinery and Automations Limited 5 5 500,000 (March 31, 2015 : 500,000) Equity Shares of Rs. 10/- each fully paid up Nachi Motherson Tool Technology Limited 19 19 1,850,000 (March 31, 2015 : 1,850,000) Equity Shares of Rs. 10/- each fully paid up Motherson Molds and Diecasting Limited 35 35 3,468,000 (March 31, 2015 : 3,468,000) Equity Shares of Rs. 10/- each fully paid up SAKS Ancillaries Limited 29 29 1,452,690 (March 31, 2015 : 1,452,690) Equity shares of Rs. 10/- each fully paid up Motherson Advanced Tooling Solutions Limited (refer note 7) 200 200 20,000,000 (March 31, 2015 : 20,000,000) Equity shares of Rs.10/- each fully paid up Tigers Connect Travel Systems & Solutions Limited (refer note 7) 10 10 1,000,000 (March 31, 2015 : 1,000,000) Equity shares of Rs.10/- each fully paid up Motherson Auto Solutions Limited 725 725 72,500,000 (March 31, 2015 : 72,500,000) Equity Shares of Rs. 10/- each fully paid up MothersonSumi Infotech & Designs Limited (refer note ii below) 102 102 6,960,246 (March 31, 2015 : 6,958,261) Equity shares of Rs.10/- each fully paid up Motherson Consultancies Service Limited (refer note 7) 26 26 2,600,000 (March 31, 2015 : 2,600,000) Equity shares of Rs.10/- each fully paid up Motherson Techno Tools Limited 1,426 1,426 2009,863 (March 31, 2015 : 2009,863) Equity shares of Rs. 10/- each fully paid up Motherson Sintermetal Technology Limited (refer note iii, and iv below)(refer note 7) 278 36 27,801,026 (March 31, 2015 : 3,630,627) Equity shares of Rs.10/- each fully paid up Samvardhana Motherson Auto Component Private Limited (refer note xii below)* 90 0



As AtMarch 31, 2016

As AtMarch 31, 2015

8,999,990 (March 31, 2015 : 9,990) Equity shares of Rs.10/- each fully paid up Samvardhana Motherson Auto System Private Limited * 0 0 9,990 (March 31, 2015 : 9,990) Equity shares of Rs.10/- each fully paid up Motherson Invenzen XLab Private Limited (refer note xi below) * 0 - 10,410 (March 31, 2015 : Nil) Equity shares of Rs.10/- each fully paid up Investment in Joint Venture Companies: AES ( India) Engineering Limited 2 2 208,000 (March 31, 2015 : 208,000) Equity Shares of Rs. 10/- each fully paid up Spheros Motherson Thermal System Limited 30 30 2,989,000 (March 31, 2015 : 2,989,000) Equity Shares of Rs. 10/- each fully paid up Matsui Technologies India Limited 20 20 1,999,999 (March 31, 2015 : 1,999,999) Equity Shares of Rs. 10/- each fully paid up Anest Iwata Motherson Coating Equipment Limited 1 1 98,000 (March 31, 2015 : 98,000) Equity Shares of Rs. 10/- each fully paid up Nachi Motherson Precision Private Limited 64 64 6,370,000 (March 31, 2015 : 6,370,000) Equity Shares of Rs. 10/- each fully paid up Samvardhana Motherson Polymers Limited 265 265 1,800,750 (March 31, 2015 : 1,800,750) Equity Shares of Rs. 10/- each fully paid up Anest Iwata Motherson Private Limited (refer note (vii) below) 171 164 19,845,000 (March 31, 2015 : 18,865,000) Equity shares of Rs.10/- each fully paid up Motherson Bergstrom HVAC Solutions Private Limited 65 65 6,500,000 (March 31, 2015 : 6,500,000) Equity Shares of Rs. 10/- each fully paid up Fritzmeier Motherson Cabin Engineering Private Limited (refer note viii below) 275 4 25,000,000 (March 31, 2015 : 400,000) Equity Shares of Rs.10/- each fully paid up Nissin Advanced Coating Indo Co. Private Limited (refer note ix below) 49 - 4,900,000 (March 31, 2015 : 50,000) Equity Shares of Rs. 10/- each fully paid up CTM India Limited 71 71 1,181,040 (March 31, 2015 : 1,181,040) Equity Shares of Rs. 10/- each fully paid up Magneti Marelli Motherson Shock Absorbers India Pvt. Limited (refer note (vi) below)(refer note 7)

432 382

99,950,000 (March 31, 2015 : 94,950,000) Equity Shares of Rs. 10/- each fully paid up Magneti Marelli Motherson India Holding B.V. (refer note x below) 189 - 1,000,000 (March 31, 2015 : NIL) Equity B Shares of Euro 1/- each fully paid up Investment in Associate Companies: Motherson Air Travel Agencies Limited 24 24 325,000 (March 31, 2015 : 325,000) Equity Shares of Rs.10/- each fully paid up Investment in Other Companies: Systematic Conscom Limited 1 1 2,500 (March 31, 2015 : 2,500) Equity shares of Rs.10/- each fully paid up ETECHACES Marketing & Advertising Private Limited (refer note xiii below) 50 - 455 (March 31, 2015 : NIL) Equity shares of 10/- each fully paid up c) UNQUOTED : Preference Shares Investment in Subsidiary Companies: Samvardhana Motherson Holding (M) Pvt. Limited 243 244 3,555,175 (March 31, 2015 : 3,555,175) Fully paid up Redeemable Preference Shares of no par value Samvardhana Motherson Refrigeration Product Ltd. (refer note 7) 192 192 19,200,000 (March 31, 2015 : 19,200,000) 7% Optionally Convertible Cummulative Redeemable Preference shares of Rs.10/- each fully paid up



As AtMarch 31, 2016

As AtMarch 31, 2015

Motherson Advanced Tooling Solutions Limited 332 332 33,200,000 (March 31, 2015 : 33,200,000) 7% Optionally Convertible Cummulative Redeemable Preference shares of Rs.10/- each fully paid upTigers Connect Travel Systems & Solutions Limited (refer note 7) 45 45 4,500,000 (March 31, 2015 : 4,500,000) 7% Optionally Convertible Cummulative Redeemable Preference shares of Rs.10/- each fully paid up Motherson Invenzen XLab Private Limited (refer note xi below) 33 - 3,250,000 (March 31, 2015 : Nil) 3% Optionally Convertible Redeemable Preference shares of Rs.10/- each fully paid upMotherson Sintermetal Technology Limited (refer note v below)(refer note 7) 353 - 35,320,000 (March 31, 2015 : NIL) 2% Optionally Convertible Redeemable Preference shares of Rs.10/- each fully paid upMothersonSumi INfotech indDesign Limited (refer note ii below) - 28 NIL (March 31, 2015 : 2,750,000) 7% Non-Convertible Cumulative Redeemable Preference Shares of Rs.10/- each fully paid upInvestment in Joint Venture Companies: Spheros Motherson Thermal System Limited 9 9 931,000 (March 31, 2015 : 931,000) 5% Optionally Convertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- each fully paid up Anest Iwata Motherson Private Limited (refer note (vii) below) 10 17 1,470,000 (March 31, 2015 : 2,450,000) 3 % Optionally Convertible Redeemable Preference Shares of Rs. 10/- each fully paid up Magneti Marelli Motherson Auto System Private Limited 560 560 56,000,000 (March 31, 2015 : 56,000,000) 0% Compulsorily Convertible Non-Cummulative Preference Shares of Rs.10/- each fully paid up SAMVARDHANA MOTHERSON INTERNATIONAL LIMITED Notes to the Standalone Financial Statements for the year ended March 31, 2016 (All amounts are in Rupees, unless otherwise stated) Investment in Other Companies: ETECHACES Marketing & Advertising Private Limited (refer note xiii below) 130 - 1000 (March 31, 2015 : NIL) Compulsorily Convertible D series Preference Shares of Rs.100/- each fully paid up d) UNQUOTED : Debentures Investment in Subsidiary Companies: Motherson Sintermetal Technology Limited (refer note iii below) - 117 NIL(March 31, 2015 : 11,717,673) 0% Compulsorily Convertible Debentures of Rs.10/- each fully paid up TOTAL ( B ) 7,636 6,325 GRAND TOTAL ( A ) + ( B ) 19,200 17,839 Aggregate amount of quoted investments 11,564 11,514 Market Value of quoted investments 130,394 167,651 Aggregate amount of unquoted investments 7,636 6,325 Aggregate provision for diminution in value of investments (refer note 7 above) 1,673 432

i) During the year, the Company has received 162,783,282 (March 31, 2015 : NIL) equity shares of Rs. 1/- each as bonus shares in proportion of one equity share for two equity shares of Motherson Sumi Systems Limited and purchased additional 200,000 (March 31, 2015 : 7,025,000) equity shares of Motherson Sumi Systems Limited.

ii) During the year, Company has purchased 1985 equity shares of MothersonSumi Infotech & Designs Limited from 3 Individuals. Further preference shares 2,750,000 redeemed during the year on maturity.

iii) During the year, 0% 11,717,673 compulsorily Convertible Debenture of Motherson Sintermetal Technology Limited were converted into 11,717,673 equity shares of Rs 10 each in 1:1 ratio as per shareholder agreement.



iv) During the year, 12,452,726 equity shares of Motherson Sintermetal Technology Limited were allotted to the Company on conversion of Shareholders Loan of Rs. 125 million.

v) During the year, 35,320,000 2% optionally convertible redeemable Preference shares of Rs. 10 each fully paid up of Motherson Sintermetal Technology Limited were allotted to the Company on conversion of Shareholders Loan of Rs. 353 million.

vi) During the year, 5,000,000 equity shares of Rs. 10 each fully paid up of Magneti Marelli Motherson Shock Absorbers India Private Limited were allotted to the Company on right basis.

vii) During the year, 980,000 3% optionally Convertible Redeemable preference shares of Anest Iwata Motherson Private Limited held by the Company were converted into 980,000 equity shares of Rs. 10 each fully paid up.

viii) During the year, the Company has purchased 24,600,000 equity shares of Rs. 10 each fully paid up of Fritzmeier Motherson Cabin Engineering Private Limited from its 100% subsidiary Samvardhana Motherson Finance Services Cyprus Limited at Rs 11 per share.

ix) During the year, the Company has purchased 4,850,000 equity shares of Rs. 10 each fully paid up of Nissin Advanced Coating Indo Co Private Limited from its 100% subsidiary Samvardhana Motherson Finance Services Cyprus Limited at Rs 10 per share.

x) During the year, the Company has purchased 1,000,000 equity B shares of Euro 1 each of Magneti Marelli Motherson India Holding B.V from its 100% subsidiary Samvardhana Motherson Finance Services Cyprus Limited at Euro 2.59 per share.

xi) During the year, the Company has entered into JV agreement with Invenzen Technology Private Limited for acquiring 51% holding and purchased 10,410 equity shares of Rs. 10 each fully paid up Motherson Invenzen XLab Private Limited (formally known as Invenzen Technology Private Limited) and further allotted 3,250,000 7% Optionally Convertible Cummulative Redeemable Preference Shares of the Company.

xii) During the year, 8,990,000 equity shares of Rs. 10 each fully paid up of Samvardhana Motherson Auto Component Private Limited were allotted to the Company on right’s basis.

xiii) During the year, the Company has entered into an agreement with ETECHACES Marketing & Advertising Private Limited and purchased 1000 compulsorily convertible D series preference shares and 455 equity shares of ETECHACES Marketing & Advertising Private Limited.

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



14 Long -Term Loans and Advances

As AtMarch 31, 2016

As AtMarch 31, 2015

March 31, 2016 March 31, 2015 Unsecured, considered good (unless otherwise stated) As per NBFC Guidelines [refer note (i) below]- Standard Loans to Subsidiaries 152 1,489 Loans to other related parties - 83 Unsecured, considered good- Standard Loans to Employees 2 1 Security Deposits 14 9 Unsecured, considered doubtful: As per NBFC Guidelines [refer note (ii) below]- Sub-Standard (refer note 43 (c)]

1,218 -

Loans to Subsidiaries (refer note 33) As per NBFC Guidelines [refer note (ii) below]- Loss Assets (refer note 43 (c )] Loans to Subsidiaries (refer note 33) 181 129 TOTAL 1,567 1,711 i) As per NBFC Guidelines- Standard [refer note 43(c)] Particulars Unsecured, considered good Standard Assets 152 1,572 TOTAL 152 1,572 Name of Party Subsidiaries: Motherson Advanced Tooling Solutions Ltd. - 97 Motherson Sintermetal Technology Ltd. - 1,123 Samvardhana Motherson Finance Services Cyprus Ltd. - 125 Samvardhana Motherson Holding (M) Pvt. Ltd. 152 144 Other: Samvardhana Motherson Polymers Ltd. - 83 TOTAL 152 1,572 ii) As per NBFC Guidelines- Sub standard / Loss Assets Standard [refer note 43(c)] Particulars Unsecured, considered doubtful Sub-standard Assets 1,218 - Loss Assets 181 129 TOTAL 1,399 129 Name of Parties Subsidiaries: Sub Standard Assets Motherson Sintermetal Technology Ltd. 1,218 - TOTAL 1,218 - Name of Parties Subsidiaries: Loss Assets Samvardhana Motherson Refrigeration Product Ltd. 118 64 Motherson Consultancies Service Limited 63 65 TOTAL 181 129



15 Other Non-Current Assets

As AtMarch 31, 2016

As AtMarch 31, 2015

Receivable for mark to market gain on derivatives - 135 - 135

16 Current Investments

As AtMarch 31, 2016

As AtMarch 31, 2015

At cost or fair value, whichever is less Unquoted Reliance Liquid Fund - Treasury Plan - Daily Dividend 300 - 196,361.167 ( March 31, 2015 : NIL ) units @ Rs. 1528.740 ( March 31, 2015 : Rs. NIL) per unit Kotak floater Short Term - Regular Plan - Daily Dividend 120 - 118,694.1955 ( March 31, 2015 : NIL ) units @ Rs. 1011.62 ( March 31, 2015 : Rs. NIL) per unit ICICI Prudential Liquid - Regular Plan - Daily Dividend 600 53 5,998,252.167 (March 31, 2015 : 531,451.925) units @ Rs. 100.0989 ( March 31, 2015 : Rs. 100.0636) per unit DSP Blackrock Liquidity Fund- Institutional Plan Daily Dividend - 85 NIL (March 31, 2015 : 84,858.821) units @ NIL (March 31, 2015 : Rs. 1000.6027) per unit TOTAL 1,020 138 Aggregate amount of unquoted investments 1,020 138

17 Trade Receivables

As AtMarch 31, 2016

As AtMarch 31, 2015

Unsecured, considered good Outstanding for a period exceeding six months from the date they are due for payment

- -

Others [refer note (i) below] 31 24 TOTAL 31 24 i) Includes recoverable from eight companies having common directors 2 2

18 Cash and Bank Balances

As AtMarch 31, 2016

As AtMarch 31, 2015

Cash and cash equivalents Cash on hand * 0 0 Cheques in hand - 1 Balance with Banks - in current accounts 610 114 TOTAL 610 115 * Amount is below the rounding off norm adopted by the Company



19 Short- Term Loans and Advances

As AtMarch 31, 2016

As AtMarch 31, 2015

Unsecured, considered good, unless otherwise stated: As per NBFC Guidelines [refer note (i) below]- Standard [refer note 43 (c)] Loans to Subsidiaries (refer note 33) 510 - Loans to other related parties (refer note 33) 116 - Unsecured, considered good- Standard Advance Income Tax [Net of Provision of Rs. 63 million](March 31, 2015 : Nil)

7 -

Service Tax recoverable 3 6 Prepaid Expenses 1 2 Loan to Employees 1 1 Other advances 12 6 TOTAL 650 15 i) As per NBFC Guidelines- Standard [refer note 43 (c)] Particulars Unsecured, considered good Standard Assets 626 - TOTAL 626 - Name of Parties Subsidiaries Motherson Advanced Tooling Solutions Ltd. 208 - Motherson Auto Solutions Ltd. 104 - Mothersonsumi Infotech & Designs Ltd. 198 - Total 510 - Other Related Parties Motherson Bergstrom HVAC Solutions Private Limited 18 - Samvardhana Motherson Polymers Ltd. 98 - TOTAL 116 -

20 Other Current Assets

As AtMarch 31, 2016

As AtMarch 31, 2015

Unsecured, considered good Interest receivable from related parties (refer note 33) 16 113 Receivable for mark to market gain on derivatives 152 - TOTAL 168 113 Name of Parties Subsidiaries: Motherson Auto Solutions Ltd. 4 - Motherson Bergstrom HVAC Solutions Private Limited * 0 - Motherson Sintermetal Technology Limited * 0 102 Mothersonsumi Infotech & Designs Ltd. 3 - Samvardhana Motherson Polymers Limited - 5 Samvardhana Motherson Finance Services Cyprus Limited - 6 Samvardhana Motherson Holding (M) Private Limited * 9 0 SAKS Ancillaries Limited * - 0 TOTAL 16 113 * Amount is below the rounding off norm adopted by the Company



21 Revenue from Operations

For the Year Ended

March 31, 2016

For the Year Ended

March 31, 2015 March 31, 2016 March 31, 2015 Consultancy Income 96 27 Dividend Income - from Subsidiary companies 78 50 - from Joint Venture companies and others 2,248 853 Interest Income - from Subsidiaries and Joint Venture companies * 233 178 - from Banks 0 - Total 2,655 1,108

* Includes Rs 8 million (March 31, 2015 : Nil) prior period interest income recognised in current year on cash basis in accordance with prudential norm. (refer note 2.7 (ii))

22 Other Income

For the Year Ended

March 31, 2016

For the Year Ended

March 31, 2015 Foreign Exchange Fluctuations Gain (net) 18 5 Mark to Market gain on derivatives transaction 17 135 Interest Income - other 1 2 Provision for diminution in the value of investment written back - 1 Liability written back to the extent no longer required * - 0 Bank Charges recovered from Bank - 2 Total 36 145

23 Employee Benefits Expense

For the Year Ended

March 31, 2016

For the Year Ended

March 31, 2015 Salary, Wages and Bonus 87 78 [net of recoveries of Rs. 24 million (March 31, 2015 : Rs. 22 million)] Contribution to Provident & Other Funds [refer note (i) below] 8 6 [net of recoveries of Rs. 2 million (March 31, 2015 : Rs. 2 million)] Gratuity [refer note (ii) below] 8 8 Staff Welfare Expenses 1 1 Total 104 93



The details of liabilities recognised by the Company in respect of long term defined benefits and contribution schemes in accordance with Accounting Standard 15 (Revised 2005) for its employees are as under:

i) Defined Contribution Plans:The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered Provident Fund for the benefit of employees. Accordingly, the Company’s contribution during the year has been charged to the Statement of Profit and Loss and disclosed under Contribution to Provident & Other Funds, as below:

Particulars For the Year Ended

March 31, 2016

For the Year Ended

March 31, 2015 Provident Fund 9 7 Administration / EDLI charges 1 1 Less : Recovered from Group companies (refer note 33) (2) (2)Total 8 6


ii) Defined Benefit Plans:

Gratuity

The Company operates a gratuity plan administered through Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme. Every employee of the Company is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefit vest after five years of continuous service.

Leave encashment /Compensated absences

The employees are entitled for leave for each year of service and part thereof and subject to the limits specified, the unavailed portion of such

leaves can be accumulated or encashed during /at the end of the service period. The plan is not funded.

(a) Present Value of Defined Benefit Obligation

Gratuity Compensated AbsencesYear ended

March 31, 2016Year ended



March 31, 2015 Balance at the beginning of the year

27 18 20 14

Service Cost - Current 3 3 2 3 Interest Cost 2 2 2 1 Acquisition Adjustment 1 - - - Actuarial (gain) / loss 3 4 (4) 2 Benefits Paid * - - - (0) Balance at the end of the year 36 27 20 20



(b) Fair Value of Plan Assets





March 31, 2015 Balance at the beginning of the year

13 8 - -

Expected return on plan assets 1 1 - - Actuarial gain / (loss) * 0 0 - - Contributions by the Company 3 4 - - Fund Management Charges * - (0) - - Benefits paid - - - - Balance at the end of the year 17 13 - - Actual return on Plan Assets 1 1 - -

(c) Major Category of Plan Assets as % to total Plan Assets





March 31, 2015 LIC of India 100% 100% - - Total 100% 100% - -

Note :- In respect of Employees Gratuity Fund, composition of plan assets is not readily available from LIC of India. The expected rate of return on assets is determined based on the assesment made at the beginning of the year on the return expected on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.

(d) Assets and Liabilities recognized in the Balance Sheet





March 31, 2015 Present Value of the defined benefit obligations

36 27 20 20

Fair value of the plan assets 17 13 - - Funded status / Difference (19) (14) (20) (20) unrecognized actuarial (gains) / losses

- - - -

Amount recognized as Liability (19) (14) (20) (20) Recognised Under Non-current (refer Note 7) - - 9 10 Current (refer Note 11) 19 14 11 10

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



iii) Defined Benefit Plans:

(e) Expense recognised in the Statement of Profit and Loss





March 31, 2015 Service Cost - Current 3 3 2 3 Interest Cost 2 2 2 1 Expected return on plan assets (1) (1) - - Actuarial (gain) / loss 4 4 (4) 2 Fund Management Charges * 0 0 - - Net defined benefit obligations cost

8 8 0 6

(f) Actuarial assumptions





March 31, 2015 Discount Rate 7.88% 7.80% 7.88% 7.80% Future salary increases 8.00% 8.00% 8.00% 8.00% Expected return on plan assets 8.50% 8.75% 0.00% 0.00%

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

(g) Amount recognized in current year and previous four years:


March 31, 2016

Year endedMarch 31,

2015

Year endedMarch 31,

2014

Year endedMarch 31,

2013

Year endedMarch 31,

2012 Gratuity Defined benefit obligations 36 27 18 17 7 Plan assets 17 13 8 10 1 Deficit /(Surplus) 19 14 10 7 6 Compensated Absences Defined benefit obligations 20 20 14 15 7 Plan assets - - - - - Deficit /(Surplus) 20 20 14 15 7

(h) Expected Contribution to the funds in the next year

Year endedMarch 31, 2016




Gratuity 4 2

The contribution to Gratuity and leave encashment has been made on group basis and separate figures applicable to any individual employee are not available. Therefore contribution to Gratuity and leave encashment has not been considered in above computation.




24 Other Expenses [refer (i) below]


March 31, 2016

For the Year Ended

March 31, 2015 Vehicle Repair & Maintenance 3 1 Rates and Taxes 2 1 Legal and Professional Charges 53 55 Payment to Auditors - Audit fee 5 5 - Other services 3 3 - Reimbursement of expenses * 0 0 Director's Sitting fees * 0 0 Lease rent (operating lease) (Refer note 34) 36 24 Business Promotion 36 22 Travelling Expenses 21 23 Communication Expenses 2 1 Insurance Expenses 2 1 Donation 2 2 Provision for Diminution in Long Term Investments 1,241 147 Contingent Provision on standard assets - 4 Provision for Doubtful Advances 1,064 20 Miscellaneous Expenses 16 13 TOTAL 2,486 322 i) Administrative and Other Expenses are net of the following recoveries (refer note 33): Expense Head Vehicle Repair & Maintenance 1 - Business Promotion - 2 Travelling Expenses 8 - Miscellaneous Expenses 1 - TOTAL 10 2

25 Finance Costs


March 31, 2016

For the Year Ended

March 31, 2015 Interest Expense on: - Interest on long term borrowings 82 143 - Interest on other borrowings 104 56 Other Borrowing Cost [refer Note 41 (iii)] - Premium on redemption of Debentures 893 893 - Discount on Issue of Commercial Paper 42 - - Others 11 4 TOTAL 1,132 1,096



26 Depreciation


March 31, 2016

For the Year Ended

March 31, 2015 Depreciation on Tangible Assets (refer note 12) 3 2 TOTAL 3 2 * Amounts are below the rounding off norm adopted by the company

27. Contingent Liabilities:


March 31, 2016

For the Year Ended

March 31, 2015 i) Guarantees issued on behalf of others : a) Guarantee of uSD Nil (March 31, 2015 : uSD 23.85 mn) given to

IndusInd Bank in respect of stand by letter of credit (SBLC) issued by the Bank to HSBC Mauritius in connection with the loan facility availed by Samvardhana Motherson holding (M) Pvt Ltd, wholly owned subsidiary. Further, SBLC is secured by pledge of Nil (March 31, 2015 : 10.0 million) shares of Motherson Sumi Systems Ltd. held by the Company.

- 1,491

Actual amount outstanding against facility Rs. Nil (March 31, 2015 : Rs. 1,453 million)

b) Corporate Guarantee to Aditya Birla Finance Ltd on behalf of Motherson Auto Solutions Limited, to the extent of our interest in the subsidiary i.e. 66%

- 1,000

Actual amount outstanding against facility Rs. Nil (March 31, 2015 : Rs. 702 million)

c) Corporate Guarantee to Yes Bank, New Delhi on behalf of Motherson Advanced Tooling Solutions Limited, wholly owned subsidiary.

350 350

Actual amount outstanding against facility Rs. 336 million (March 31, 2015 : Rs. 273 million)

d) Corporate Guarantee to Hero FinCorp Limited on behalf of Motherson Auto Solutions Limited, to the extent of our interest in the subsidiary i.e. 66%

757 300


e) Corporate Guarantee to HDFC Bank, New Delhi on behalf of Samvardhana Motherson Auto Component Private Limited, wholly owned subsidiary.

186 -

Actual amount outstanding against facility Rs. 170 million (March 31, 2015 : Rs. Nil)

f) Corporate Guarantee of EuRO 11 mn (March 31, 2015 : Nil) given to HDFC Bank Ltd for loan of EuRO 10 mn, on behalf of Motherson Sintermetal Products, S.A. Spain

829 -

Actual amount outstanding against facility Rs. 531 million (March 31, 2015 : Rs. Nil)

g) Corporate Guarantee of EuRO 22 million (March 31, 2015 : Nil) given to ING Bank in respect of the loan facility availed by Samvardhana Motherson Holding (M) Pvt Ltd, wholly owned subsidiary. Further, Loan facility is secured by pledge of 12,500,000 (March 31, 2015 : Nil) equity shares of Motherson Sumi Systems Ltd. held by the Company and charge on its assets by way of Hypothecation over current account no. 916020013180296 held with Axis Bank Limited, Sector 16, Noida Branch.

1,658 -

Actual amount outstanding against facility Rs. 1,583 million (March 31, 2015 : Rs. Nil)

Total 3,780 3,141



ii) Based on the observation of service tax audit performed by Central Excise Authority, Noida during the earlier year, the Company has received demand cum show cause notice for reversal of service tax of Rs 3 million which company has disputed. The Department demand cum show cause notice also included penalty which is not quantifiable at this stage.

(a) it is not practicable for the company to estimate the timings of cash outflow, if any, in respect of the above, pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

28. Capital and Other Commitments

i) Letter of Support

The Company has given letters of support to its Joint Venture Companies, Motherson Bergstrom HVAC Solutions Pvt. Ltd. and Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd.(Previous Year Samvardhana Motherson Automotive Systems Group B.V. , SMP Deutschland GmbH, Samvardhana Motherson Peguform GmbH, and Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd) and in respect of subsidiary companies, Samvardhana Motherson Holdings (M) Private Limited, Samvardhana Motherson Refrigeration Product Ltd., Motherson Advance Tooling Solution Ltd., Samvardhana Motherson Finance Services Cyprus Limited and Motherson Consultancies Services Ltd. (Previous year Samvardhana Motherson Refrigeration Product Ltd. and Motherson Consultancies Services Ltd.) to enable the said companies to continue the operations.

ii) Letter of Comfort

“The Company has provided letters of comfort aggregating Rs. 1,228 million (March 31, 2015 : Rs. 2,307 million) on behalf of Joint Venture Companies, Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd and Magneti Marelli Motherson Auto System Limited (March 31, 2015 : Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd and Magneti Marelli Motherson Auto System Limited) and on behalf of Subsidiary Companies, Motherson Sintermetal Technology Ltd., (March 31, 2015 : Motherson Auto Solutions Ltd. and Motherson Sintermetal Technology Ltd.,) to ensure meet their obligations in respect of fund and non fund based facilities availed by them from banks.“

29 Earnings in foreign currency


March 31, 2016

For the Year Ended

March 31, 2015 Consultancy Income 55 1 Interest on loan 17 6 TOTAL 72 7

30 Expenditure in foreign currency on account of:


March 31, 2016

For the Year Ended

March 31, 2015 Travel expenditure 5 6 Conference/ Business Promotion * 9 0 Professional Charges * 13 0 Director’s sitting Fees expenses * 0 0 TOTAL 27 6



31 Derivative instruments and Unhedged foreign Currency Exposure

a) Derivatives outstanding as at reporting date:

For the Year Ended

March 31, 2016

For the Year Ended

March 31, 2015Currency

The Company has entered in to an “INR to Euro Principal Only”’ Swap deal on September 26, 2014 of INR 1000 million, not maturing before September 30, 2016, with Axis Bank Ltd, Mumbai with an underlying transaction of Zero Coupon Secured Non-Convertible Debentures Series A (ISIN Number INE750H07030).

EuRO : INR EURO13

INR1,000

EURO13

INR1,000

b) Particulars of unhedged foreign exposure as at the reporting date:

For the Year Ended

March 31, 2016

For the Year Ended

March 31, 2015Trade Payable uSD* - Rs. 0

uSD 0 EuRO* Rs.1

EuRO 0 -

Trade Receivable EuRO* Rs. 1

EuRO 0 uSD* Rs. 3

uSD 0 Loans and Advances uSD Rs. 162

uSD 2 Rs. 275

uSD 4

c) Mark to Market losses/(gain): For the Year

EndedMarch 31, 2016

For the Year Ended

March 31, 2015Mark to Market accounted for (17) (135)

32 Segment Reporting

SMIL is an Investment Company and holds investment and extend loans to number of subsidiaries, Joint Ventures and Other Consolidated Entities which in the context of Accounting Standard 17 “Segment Reporting” constitutes a single reportable segment. Consultancy income constitute less than 10% of the total revenue of the Company, hence no additional disclosure is required.

*Amounts are below the rounding off norm adopted by the Company.



33 Related Party Disclosures: Names of related parties and nature of relationship. A. Relationships where control exists: Subsidiaries: SAKS Ancillaries Ltd. Motherson Machinery and Automations Ltd. Nachi Motherson Tool Technology Ltd. Tigers Connect Travel Systems & Solutions Ltd. Motherson Molds and Diecasting Ltd. Samvardhana Motherson Finance Services Cyprus Ltd. Samvardhana Motherson Refrigeration Product Ltd. MothersonSumi Infotekk and Designs GMBH Motherson Advanced Tooling Solutions Ltd. Samvardhana Motherson Holding (M) Pvt. Ltd. Motherson Auto Solutions Ltd. MothersonSumi Infotech & Designs Ltd. MSID uS Inc. Samvardhana Motherson Virtual Analysis Ltd (held by MIND) Motherson Auto Engineering Service Ltd. (held by MIND) Motherson Consultancies Service Limited. Motherson Sintermetal Technology Ltd. Motherson Sintermetal Technology BV Motherson Sintermetal Products SA MothersonSumi Infotech and Designs SG Pte. Ltd. MothersonSumi Infotech and Designs KK Samvardhana Motherson Auto System Private Limited Samvardhana Motherson Auto Component Private Limited Motherson Techno Tools Limited Motherson Techno Tools Mideast (FZE) Motherson Invenzen XLab Private Limited (w.e.f April 30, 2015) B. Other related parties i) Joint Ventures: Motherson Sumi Systems Ltd. and its subsidiaries Anest Iwata Motherson Coating Equipment Private Ltd. Anest Iwata Motherson Pvt. Ltd. AES (India) Engineering Ltd. Spheros Motherson Thermal System Ltd. Matsui Technologies India Ltd. Fritzmeier Motherson Cabin Engineering Private Ltd. Nissin Advanced Coating Indo Co. Pvt. Ltd. Motherson Bergstrom HVAC Solutions Pvt. Ltd. Magneti Marelli Motherson Auto System Pvt Ltd. (Converted into Pvt Ltd w.e.f 18.04.2015) Magneti Marelli Motherson Holding India B.V. Air Factory Energy Ltd. Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd. CTM India Ltd. Nachi Motherson Precision Pvt. Ltd.

Samvardhana Motherson Global Holdings Limited and its subsidiaries Samvardhana Motherson Polymers Limited Woco Motherson Elastomer Ltd. (till May 30, 2015) Woco Motherson Advanced Rubber Technologies Ltd. (till May 30,2015) ii) Associates: Motherson Air Travel Agencies Ltd.iii) Companies in which Key Managerial Personnel or their relatives have control/ significant influence: Radha Rani Holdings Pte Ltd. Motherson Auto Ltd. Motherson Lease Solution Ltd. Spirited Auto Cars (I) Ltd. Systematic Conscom Ltd. Samvardhana Employees Welfare Trust Shri Sehgals Trustee Company Private Limited Sehgal Family Trust Advance Technologies and Automotive Resources Pte. Ltd. Field Motors Private Limited JSRR Holdings (M) Pvt. Ltd. Ganpati Auto Industries (Partnership Firm) Southcity Motors Private Limited Vaaman Auto Industry (Partnership Firm) Motherson Engineering Research and Integrated Technologies Limited Moon Meadows Private Limited Sisbro Motor and Workshop Private Limited Motherson (Partnership Firm) Nirvana Niche Products Pvt Ltd (Formerly known as Nirvana Agro Products Private Limited) Motherson Innovative Technologies and Research ATAR Mauritius Private Limited MAS Middle East Ltd. (FZE) Edcol Global Pte. Limited Nirvana GmbH A Basic Concepts Design Pty. Limited SCCL Infra Projects Limited Samvardhana Motherson Global FZE, Dubai SCCL Global Project (FZE) Advantedge Technology Partners Private Limited Advantedge Incubators Private Limited iv) Joint Venturers Sojitz Corporation Zanotti Spa Magneti Marelli S.p.A. F Holding GmbH Nissin Electric Co. Ltd Anest Iwata Corporation Nachi Fujikoshi Corporation Matsui Manufacturing Company Limited



AES Global Pte. Ltd. Spheros GmbH Michael Bernhard Gnann Sumitomo Electric Hardmetal Corp. Soami Saran Saini Prashant Dalmia Amit Kumar upadhyay Ravi Shankar Prasad Mohit Joshi Amit Varshney v) Key Managerial Personnel a) Board of Directors Mr. Vivek Chaand Sehgal* Mr. Laksh Vaaman Sehgal* Mr. Ashok Tandon, whole time Director Mr. Bimal Dhar Mr. Hiroshi Morimoto Mr. Yoshiki Kishimoto (till Aug 19, 2015) Mr Masahiro Matsushita (till Aug 19, 2015) Mr. Vivek Avasthi Ms. Geeta Soni Ms. Nilu Mehra

Mr. Dhruv Mehra, whole time Director Ms. Madhu Bhaskar Mr. Ramesh Dhar, whole time Director Mr. Mikihisa Takayama *Person exercising significant influence over the Company b) Other KMP Ms. Pooja Mehra, Company Secretary vi) Relatives of Key Managerial Personnel Ms. Geeta Soni (Sister of Mr. Vivek Chaand Sehgal) Ms. Nilu Mehra (Sister of Mr. Vivek Chaand Sehgal) Ms. Vidhi Sehgal (Daughter of Mr. Vivek Chaand Sehgal) Mrs.Renu Alka Sehgal (Wife of Mr. Vivek Chaand Sehgal) Ms. Samriddhi Sehgal (Daughter in Law of Mr. Vivek Chaand Sehgal) Master Siddh Vaasav Sehgal (Son of Mr. Laksh Vaaman Sehgal) vii) Subsidiary of Company's Holding Company NIL viii) Director (Other than Independent Director) or KMP of the Holding Company or his relative NIL



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S No. Particulars Relation(Refer Note)

Current Year Previous Year

1 Dividend received :Motherson Sumi Systems Limited 33 (B) (i) 2,198 814

2 Consultancy Income: Motherson Sumi Systems Ltd. 33 (B) (i) 23 21 Samvardhana Motherson Global FZE 33 (B) (iii) 56 -

3 Interest incomeSaks Ancillaries Ltd. 33 (A) - 23 Motherson Sintermetal Technology Ltd. 33 (A) 174 113 Samvardhana Motherson Polymers Ltd. 33 (B) (i) 7 20 Systematic Conscom Ltd. 33 (B) (iii) - 9

4 Investments made: Motherson Techno Tools Ltd. 33 (A) - 1,345 Samvardhana Motherson Auto Component Private Limited * 33 (A) 90 0 Frietzmeier Motherson Cabin Engineering Ltd. 33 (B) (i) 271 - Magneti Magrlli Motherson Holding India B.V. 33 (B) (i) 190 - Motherson Sumi Systems Ltd. 33 (B) (i) 50 1,847 Magneti Marelli Motherson Shock Absorbers India Pvt. Limited

33 (B) (i) 50 382

5 Investments sold/redeemed to related parties:MothersonSumi INfotech & Designs Ltd 33 (A) 28 - Motherson Bergstrom HVAC Solutions Pvt. Ltd. 33 (B) (i) - 1

6 Investments purchased from related partiesSamvardhana Motherson Finance Services Cyprus Limited 33 (A) 509 Magnetti Marelli S.p.A 33 (B) (iv) - 202

7 Share Application Money paidMotherson Invenzen XLab Private Limited 33 (A) Samvardhana Motherson Auto Component Private Limited 33 (A) 33 Magneti Marelli Motherson Auto System Pvt. Ltd 33 (A) 90 85 Magneti Marelli Motherson Shock Absorbers India Pvt. Limited

33 (B) (i) 50 180

8 Loan converted into shareMotherson Sintermetal Technology Ltd. 33 (A) 473 -

9 Debenture converted into shareMotherson Sintermetal Technology Ltd. 33 (A) 117 -

10 Interest on ICD converted into shareMotherson Sintermetal Technology Ltd. 33 (A) 5 -

11 Preference Shares converted into Equity shares:Anest Iwata Motherson Pvt. Ltd. 33 (B) (i) 7 26

12 Loan given during the year:Motherson Auto Solutions Limited 33 (A) 414 MothersonSumi Infotech & Designs Limited 33 (A) 198 Motherson Sintermetal Technology Ltd. 33 (A) 567 516 Samvardhana Motherson Holding (M) Pvt. Ltd. 33 (A) - 144 Motherson Advanced Tooling Solutions Ltd. 33 (A) 112 259 Systematic Conscom Ltd. 33 (B) (iii) - 75

13 Loan received back during the yearSamvardhana Motherson Finance Services Cyprus Limited 33 (A) 134 - Motherson Advanced Tooling Solutions Ltd. 33 (A) - 210 Saks Ancillaries Ltd. 33 (A) - 182 Motherson Auto Solutions Ltd. 33 (A) 310 110





Samvardhana Motherson Polymers Ltd. 33 (B) (i) - 477 Systematic Conscom Ltd. 33 (B) (iii) - 211

14 Loans availed during the year :Vivek Chaand Sehgal 33 (B) (v) (a)

& (b) 25 -

15 Loans repaid during the year :Vivek Chaand Sehgal 33 (B) (v) (a)

& (b) 25 -

16 Reimbursement of ExpensesPayment made to:Motherson Auto Ltd. 33 (B) (iii) 36 51

17 Reimbursement of Expenses Received from :Samvardhana Motherson Automotive Systems Group B.V. 7 - Motherson Sumi Systems Ltd. 33 (B) (i) 3 19 Spirited Auto Cars (I) Ltd. 33 (B) (iii) - 5

18 Remuneration/ Sitting Fees of Directors and KMPRamesh Dhar 33 (B) (v) (a)

& (b) 4 10

Ashok Tandon 33 (B) (v) (a) & (b)

10 9

Dhruv Mehra 33 (B) (v) (a) & (b)

7 4

Pooja Mehra 33 (B) (v) (a) & (b)

3 3

19 Other ExpensesProfessional Charges:SMR Automotive Mirrors Stuttgart GmbH 33 (B) (i) 13 - Motherson Auto Ltd. 33 (B) (iii) 6 5 Travelling ExpensesMotherson Air Travel Agencies Ltd. 33 (B) (ii) 20 17 Conference ExpensesMotherson Auto Ltd. 33 (B) (iii) 1 1 Computer Expenses MothersonSumi Infotech & Designs Ltd. 33 (A) 2 3 Motherson Sumi Systems Limited 33 (B) (i) 1 - Training ExpensesMothersonSumi Infotech & Designs Ltd. 33 (A) - - Printing & StationerySystematic Conscom Ltd. 33 (B) (iii) - - Rent paidMotherson Air Travel Agencies Ltd. 33 (B) (ii) 3 1 Motherson Auto Ltd. 33 (B) (iii) 12 12 Repair & MaintenanceMotherson Auto Ltd. 33 (B) (iii) 4 4 Lease Rent paidMotherson Lease Solution Ltd. 33 (B) (iii) 20 10 Provision for Diminution in Long Term InvestmentsSamvardhana Motherson Finance Services Cyprus Limited 33 (A) 512 - Motherson Sintermetal Technology Limited 33 (A) 631 -





Motherson Advanced Tooling Solutions Limited 33 (A) - 147 Provision for Doubtful AdvancesMotherson Sintermetal Technology Limited 33 (A) 1,012 - Samvardhana Motherson Refrigeration Product Ltd. 33 (A) 54 24 Motherson Consultancies Service Ltd. 33 (A) (2) (4)

20 Purchase of Fixed Assets (Computer)MothersonSumi Infotech & Designs Ltd. * 33 (A) 2 0

21 Sundry Debtors, balance outstandingSMP Deutschland GmbH 33 (B) (i) 4 - Samvardhana Motherson Automotive Systems Group B.V. 33 (B) (i) 7 - Motherson Sumi Systems Ltd. 33 (B) (i) 11 19

22 Sundry Creditors , balance outstandingMothersonSumi Infotech & Designs Limited 33 (A) 1 3 Motherson Air Travel Agencies Limited 33 (B) (ii) 1 - Motherson Auto Limited * 33 (B) (iii) 0 - Motherson Lease Solution Limited 33 (B) (iii) 1 -

23 Amount Recoverable , balance outstandingSamvardhana Motherson Refrigeration Product Ltd. * 33 (A) - 0 Samvardhana Motherson Auto Component Pvt. Ltd. 33 (A) - 1 Samvardhana Motherson Auto System Pvt. Ltd. 33 (A) 1 1 Anest Iwata Motherson Pvt. Ltd.* 33 (B) (i) - 0 Magnetti Marelli Motherson Auto System Pvt. Ltd. * 33 (B) (i) - 0 Motherson Sumi Systems Ltd. * 33 (B) (i) - 0 Samvardhana Employees Welfare Trust 33 (B) (iii) 1 - Spirited Auto Cars (I) Ltd. * 33 (B) (iii) - 0

24 Balance of Loans given, outstanding: Samvardhana Motherson Polymers Ltd. 33 (B) (i) 98 83 Motherson Sintermetal Technology Ltd. 33 (A) 1,218 1,123

25 Security DepositsMotherson Auto Ltd. 33 (B) (iii) 4 4 Motherson Lease Solution Ltd. 33 (B) (iii) 9 5

26 Interest Receivable Samvardhana Motherson Holding (M) Pvt. Ltd.* 33 (A) 9 0 Motherson Auto Solutions Limited 33 (A) 3 - Motherson Sintermetal Technology Ltd.* 33 (A) 0 102 Saks Ancillaries Ltd. * 33 (A) - 0 MothersonSumi Infotech & Designs Limited 33 (A) 3 - Samvardhana Motherson Polymers Ltd. 33 (B) (i) - 5

27 Contingent liabilities:a) Guarantee of EuRO 22 mn (previous year Nil) given to ING Bank in respect of the loan facility availed by Samvardhana Motherson holding (M) Pvt Ltd, wholly owned subsidiary. Further, Loan facility is secured by pledge of 12.5 million (March 31, 2015 : Nil) shares of Motherson Sumi Systems Ltd. held by the Company.

33 (A) 1,658 -

Actual amount outstanding against facility Rs. 1,583 million (March 31, 2015 : Rs. Nil) b) Corporate Guarantee of EuRO 11 mn (previous year Nil) given to HDFC Bank Ltd for loan of EuRO 10 mn, on behalf of Motherson Sintermetal Products, S.A. Spain

33 (A) 829 -





Actual amount outstanding against facility Rs. 531 million (March 31, 2015 : Rs. Nil) c) Corporate Guarantee to Hero FinCorp Limited on behalf of Motherson Auto Solutions Limited, to the extent of our interest in the subsidiary i.e. 66%

33 (A) 757 300

Actual amount outstanding against facility Rs. 757 million (March 31, 2015 : Rs. 252 million) d) Guarantee of uSD NIL (previous year uSD 23.85 mn) given to IndusInd Bank in respect of stand by letter of credit (SBLC) issued by the Bank to HSBC Mauritius in connection with the loan facility availed by Samvardhana Motherson holding (M) Pvt Ltd, wholly owned subsidiary. Further, SBLC is secured by pledge of NIL (Previous year 17.5 million) shares of Motherson Sumi Systems Ltd. held by the Company.

33 (A) - 1,491

Actual amount outstanding against facility Rs. NIL (March 31, 2015 Rs. 1453 Million) e) Corporate Guarantee to Aditya Birla Finance Ltd on behalf of Motherson Auto Solutions Limited, to the extent of our interest in the subsidiary i.e. 66%

33 (A) - 1,000

Actual amount outstanding against facility Rs. Nil (March 31, 2015 : Rs. 702 million) f) Corporate Guarantee to Yes Bank, New Delhi on behalf of Motherson Advanced Tooling Solutions Limited wholly owned subsidiary.

33 (A) 350 350


28 Provision for Diminution in Long Term InvestmentsSamvardhana Motherson Finance Services Cyprus Limited 33 (A) 512 - Motherson Sintermetal Technology Limited 33 (A) 631 - Tiger Connect Systems and Solutions Ltd. 33 (A) 55 55 Samvardhana Motherson Refrigeration Product Ltd. 33 (A) 205 205 Motherson Advanced Tooling Solutions Limited 33 (A) 147 147

29 Provision for Doubtful AdvancesMotherson Sintermetal Technology Limited. 33 (A) 1,012 - Motherson Consultancies Service Ltd. 33 (A) 63 65 Samvardhana Motherson Refrigeration Product Limited 33 (A) 118 64

34 The Company has entered into cancellable operating leases for office premises, equipments and vehicles which range for a period between 11 months and 4 years. Most of the leases are renewable for further period on mutually agreeable terms. Refer below the details of operating lease:

Lease payments recognized in the Statement of Profit and Loss during the year

36 24

* Amounts are below the rounding off norm adopted by the company.



35 Earnings/ (Loss) per share

As at March 31, 2016


Profit after tax attributable to Equity Shareholders (1,034) (260) Weighted average number of Equity Shares (Nos.) 473,613,855 473,613,855 Nominal Value of share (Rs.) 10 10 Basic Earnings / (Loss) per Share (Rs.) (2.18) (0.55) Diluted Earnings Per Share The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic & dilutive EPS of the Company remains same.

36 Interest in Joint Ventures:

The Company’s interests, as a venturer, in jointly controlled entities are as below:

Country of

Incorporation



Name of the Company Motherson Sumi Systems Limited (Consolidated) India 36.93% 36.92% Anest Iwata Motherson Coating Equipment Limited India 49.00% 49.00% Anest Iwata Motherson Private Limited (Consolidated) India 49.00% 49.00% AES (India) Engineering Limited India 26.00% 26.00% Spheros Motherson Thermal System Limited India 49.00% 49.00% Matsui Technologies India Limited India 50.00% 50.00% Fritzmeier Motherson Cabin Engineering Private Limited India 50.00% 50.00% Nissin Advanced Coating Indo Co. Private Limited India 49.00% 49.00% Magneti Marelli Motherson India Holding B.V. Netherlands 50.00% 50.00% Magneti Marelli Motherson Auto System Private Limited India 50.00% 50.00% Nachi Motherson Precision Private Limited India 49.00% 49.00% CTM India Limited India 41.00% 41.00% Samvardhana Motherson Global Holdings Limited (Consolidated) Cyprus 49.00% 49.00% Samvardhana Motherson Polymers Limited (Consolidated) India 49.00% 49.00% Magneti Marelli Motherson Shock Absorbers India Pvt. Limited India 50.00% 50.00% Motherson Bergstrom HVAC Solutions Private Limited India 50.00% 50.00%

The following amounts represent the share of assets and liabilities and revenue and expenses of the joint ventures being jointly controlled entities:



Assets Non Current Assets Fixed Assets Tangible 58,679 45,940 Intangible 3,742 3,540 Capital Work in Progress 12,773 9,210 Intangible assets under development - 2 Non Current Investments 1,071 681 Deferred Tax Assets (Net) 3,318 1,691 Long Term Loans and Advances 1,627 5,059 Other Non Current Assets 5,228 2,419 Current Assets





Current Investments * 0 0 Inventories 38,182 31,418 Trade Receivable 28,477 24,832 Cash and Bank Balances 17,191 15,435 Short Term Loans and Advances 6,959 5,861 Other Current Assets 530 126 Liabilities Long Term Borrowings 48,497 38,323 Deferred Tax Liability (Net) 1,788 1,448 Other Long Term Liabilities 1,514 2,120 Long Term Provisions 2,239 1,998 Current Liabilities Short Term Borrowings 7,427 5,984 Trade Payables 51,222 44,662 Other Current Liabilities 22,252 18,642 Short Term Provisions 2,398 2,874 Reserves and Surplus 23,996 19,226 Revenue Revenue from Operations 331,894 294,333 Other Income 2,633 3,871 Expenditure 318,590 285,415 Profit before tax 15,937 12,789 Provision for tax 3,852 3,557 Profit after tax 12,085 9,232 Contingent Liabilities - In respect of Excise, Sales tax & service tax matters 387 565 - Bank Guarantees 105 24 Capital Commitment 3,837 3,350 Corporate/Counter guarantees given by Company on behalf of Joint Ventures

- -

* Amounts are below the rounding off norm adopted by the company.

37. In view of tax losses and unabsorbed depreciation, deferred tax asset on timing difference has not been recognized based on principle of prudence and in absence of virtual certainty of sufficient future taxable income considering nature of business of Investment Company.

38. The Company has framed Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Companies Act, 2013 and Rules made there under. In view of losses, the Company is not required to spend any amounts on CSR Activities for the year ended March 31, 2016.

39. The Company has appointed independent consultants for conducting a Transfer Pricing Study for the current year to determine whether the transactions with associate enterprises were undertaken at “arms length basis”. Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confirms that all transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. The Transfer Pricing Study for the previous years and year ended March 31, 2015 has been obtained and there are no significant adverse comments requiring adjustments in these accounts.

40. The Company has established a trust namely Samvardhana Employees Welfare Trust (‘the Trust’) for welfare of the employees of the Company and its affiliate companies and for the purposes of establishing, instituting, administrating, managing, implementing and all other matters incidental to the employee stock option plans and/or any other Share Issue Scheme, by whatever name called, introduced or offered by the Company from time to time.

The Company had introduced an employee share purchase scheme in 2006 - 07, towards which 6.0 million equity shares of Rs.10/- each fully paid up were allotted to the Trust at par during the year 2006-07, 2.85 million shares of Rs.10/- each fully paid up were allotted during the year 2009-10 at a premium of Rs.11/- each, 5.2 million shares of



Rs.10/- each fully paid up were allotted during the year 2011-12 at a premium of Rs.42.1 per share. The shares are allotted to the trust and in turn allotted by the Trust to the employees at the value determined by an independent valuer and hence there is no expense required to be recognized in the Statement of Profit and Loss of the Company. The Trust has transferred Nil (March 31, 2015 :7,000) No. of shares of Rs. Nil (March 31, 2015: Rs.1 Million) to the employees of the Company during the year ended March 31, 2016.

41. (i) The Company has privately placed Redeemable Non-Convertible Debentures amounting to Rs 6,000 million (out of which Rs 4,000 million of Redeemable Non-Convertible Debentures has been listed in Bombay Stock Exchange) (March 31, 2015 :Nil) to various lenders during the year and as per Rule 7 (b) (ii) of Chapter IV, Rule 18 (7) of the Companies (Share Capital and Debentures) Rules, 2014, if an NBFC, which is registered with the RBI, issues debentures on a private placement basis, the said NBFC is not required to create any DRR in respect of the said debentures. The Company had redeemed debentures amounting to Rs 5,000 million out of Rs. 7,500 million issued during the previous years to various lenders along with redemption premium during the year.

The Company is registered with the RBI under Section 45-IA of the RBI Act, 1934 as a Core-investment Company (“CIC”), a class of NBFCs, which are regulated by the RBI in terms of the Core Investment Companies (Reserve Bank) Directions 2015. In accordance of the aforesaid provisions, the Company is not required to and has therefore not created Debenture Redemption Reserve.

(ii) During the year , the Company has privately placed Redeemable Non-Convertible Debentures amounting to Rs 4,000 million which are listed with BSE Limited to various lenders.

The fund were raised through debt instrument used for the repayment of existing debt and general corporate purposes.

Sr. No End Use Amount (Rs. Million)1 Refinancing existing indebtedness 2,0002 General Corporate Purposes 2,000

Total 4,000

(iii) The Company is required to pay premium aggregating to Rs. 2,735 million at the time of redemption of these debentures, out of which the Company has charged off a premium of Rs. 893 million (March 31, 2015: Rs. 893 million) on proportionate basis in the Statement of Profit and Loss under the head “Other Borrowing Cost” in Note - 25 (Finance Cost) and disclosed as “Premium on Redemption of Debentures” under Note - 6 (Other Long-Term Liabilities) and Note- 10 (Other Current Liabilities).

42. The Company received a Letter dated March 13, 2012 from the Reserve Bank of India (“RBI”) to make overseas direct investments under automatic route subject to the condition that the existing overseas step down entities acting as SPV or Holding companies are either collapsed or converted into operating entities on or before March 31, 2014 which was further extended till March 31, 2016 by RBI’s letter dated January 20, 2016. Subsequent to the year end, the Company has informed to Reserve Bank of India that it has complied with all conditions as laid out by RBI and approval for Automatic Route should be granted to the Company.

43. The Company received the Certificate of Registration (“CoR’) as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certificate No. N-14.03309 dated September 11, 2014 issued by the RBI under CIC Directions vide letter dated November 13, 2014. Further:

(a) By virtue of the above registration, the provisions of section 45-IA (1)(b) of the Act and provisions of paragraphs 15 – “Asset Income Pattern”, paragraph 16 – “Requirement of Capital Adequacy” and Paragraph 24- “Concentration of credit/investment” of the Systemically Important Non-Banking financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015 (“NBFC Directions 2015”) issued vide Master Circular RBI/2015-16/13 DNBR (PD) CC. No.043/03.10.119/2015-16 dated July 01, 2015 (As amended up to April 11, 2016) shall not apply to the Company.

(b) Pursuant to the revised Regulatory framework issued vide notification no DNBR (PD) CC.No. 002/03.10.001/2014-15 dated November 10, 2014 and Guidelines on Corporate Governance – Review issued vide notification no. DNBR (PD) CC.No.029/ 03.10.001/ 2014-15 dated April 10, 2015, compliance requirements on Corporate Governance are exempted for a CIC company. Accordingly, the Company is not required to and has not disclosed matters specified in the said Guidelines.

(c) The Company has applied prudential norms, as applicable to CIC-ND-SI, with prospective effect from the date of receipt of CoR dated September 11, 2014 issued by letter dated November 13, 2014.



44. Core Investment Company (CIC) Compliance Ratios [refer note 43]

S. No. Particulars As atMarch 31, 2016

As atMarch 31, 2015

(i) Investments and Loans to Group companies as a proportion of Net Assets (%)

98.12% 99.03%

(ii) Investments in equity shares and compulsorily convertible instruments of Group companies as a proportion of Net Assets (%)

79.76% 82.70%

(iii) Capital Adequacy Ratio(%) [Adjusted Net Worth/Risk Weighted Assets]

272.31% 327.41%

(iv) Leverage Ratio(Times) [Outside Liabilities /Adjusted Net worth] 0.24 0.17

45. Schedule to the Balance Sheet of Non-Deposit taking Non-Banking Financial Company (as required in terms of paragraph 11 of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015

I) Capital to Risk Assets Ratio (CRAR)

S. No. Particulars As atMarch 31, 2016

As atMarch 31, 2015

CRAR (%) Not Applicable [refer note 43 (a)]

Not Applicable[refer note 43(a)]CRAR - Tier I capital (%)

CRAR - Tier II Capital (%)

Statutory Disclaimer:

(a) The Company is having a valid Certificate of Registration dated September 11, 2014 issued by the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934. However, the RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits / discharge of liabilities by the Company.

(b) Neither is there any provision in law to keep, nor does the Company keep any part of the deposits with the Reserve Bank and by issuing the Certificate of Registration to the Company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/body corporate.

II) Exposure to Real Estate Sector

Category 2015-2016 2014-2015a) Direct Exposure

i) Residential Mortgages - NIL NILLending secured by mortgages on residential property that it is or will be occupied by the borrower or that is rented- Individual housing loans up to Rs. 15 Lac NIL NIL- Individual housing loans above Rs. 15 Lac NIL NIL

ii) Commercial Real Estate - NIL NILLending secured by mortgages on commercial real estates (office buildings, retail space, multipurpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc. Exposure would also include Non-Fund Based (NFB) limits

iii) Investment in Mortgage Backed Securities (MBS) and other securitized exposure –a. Residential NIL NILb. Commercial Real Estate NIL NIL

b) Indirect Exposure



Category 2015-2016 2014-2015Fund based and Non-Fund Based exposures on National Housing Bank (NHB) and Housing Finance Companies (HFCs)

NIL NIL

III) Asset Liability Management

Maturity Pattern of certain items of assets and liabilities outstanding as at the year end

Particulars

March 31, 2016 March 31, 2015Liabilities Assets (net of

provision)Liabilities Assets (net of

provision)Borrowing

from BanksMarket

BorrowingAdvances Investments Borrowing

from BanksMarket

BorrowingAdvances Investments

1 day to 30/31 days (one month) - 1,000 7 - - - 203 -Over one month to 2 months - 494 0 - - - 1 -Over 2 month to 3 months - 295 3 1020 - - 1 138Over 3 month to 6 months - - 153 - - 1,500 2 -Over 6 month to 1 years - 2,500 644 - - 3,650 703 -Over 1 years to 3 years - 6,000 371 - - 3,000 790 -Over 3 years to 5 years - - 14 - - 200 10 -Over 5 years - - - 17,527 - - 17,406Total - 10,289 1,192 18,547 - 8,350 1,710 17,544

46. Schedule to the Balance Sheet of Non-Deposit taking Non-Banking Financial Company (as required in terms of paragraph 13 of Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2015.

Liabilities Side:

I) Loans and Advances availed by Non-Banking Financial Company inclusive of Interest accrued thereon but not paid as at the year end: Particulars

As at March 31, 2016 As at March 31, 2015Amount

OutstandingAmount

OverdueAmount

OutstandingAmount

Overduea) Debentures:

(other than those falling within the meaning of Public Deposit) i) Secured 8,500 - 7,500 -ii) unsecured - - - -b) Deferred Credits - - - -c) Term Loans -

-- - -

d) Inter-corporate loans and borrowing - - -e) Commercial Paper 789 - - -f) Other Loansi) Loan from Finance Companies 1,000 - 850 -

Assets Side:

II) Break-up of Loans and Advances including bills receivables [other than those included in (IV) below as at the year end:

Particulars Amount Outstanding (Gross)As at March 31, 2016 As at March 31, 2015

a) Secured - -

b) unsecured 2,177 1,701



III) Break up of Leased Assets and stock on hire and other assets counting towards AFC activities

Particulars Amount OutstandingMarch 31, 2016 March 31, 2015

(i) Lease assets including lease rentals under sundry debtors: a) Finance Lease - - b) Operating Lease - -

(ii) Stock on hire including hire charges under sundry debtors: a) Assets on hire - -b) Repossessed Assets - -

(iii) Other loans counting towards AFC activities: a) Loans where assets have been repossessed - -b) Loans other than (a) above - -

IV) Break up of investment

Particulars Amount OutstandingMarch 31, 2016 March 31, 2015

Current Investments: 1. Quoted:

(i) Shares: a) Equity - b) Preference -

(ii) Debentures and Bonds - (iii) units of mutual funds - (iv) Government Securities - (v) Others -

2. unquoted: (i) Shares:

a) Equity - b) Preference -

(ii) Debentures and Bonds - (iii) units of mutual funds 1,020 138 (iv) Government Securities - (v) Others -

Long Term Investments: 1. Quoted:

(i) Shares: a) Equity 11,564 11,514 b) Preference -

(ii) Debentures and Bonds - (iii) units of mutual funds - (iv) Government Securities - (v) Others -

2. unquoted: (i) Shares:

a) Equity 5,728 4,780 b) Preference 1,908 1,426

(ii) Debentures and Bonds - 117 (iii) units of mutual funds - (iv) Government Securities - (v) Others -



V) Borrower group-wise classification of assets financed as in (ii) and (iii) above:

Category March 31, 2016 March 31, 2015Amount (net of provisions) Amount (net of provisions)

Secured Unsecured Total Secured Unsecured Total1. Related Parties a) Subsidiaries - 868 868 - 1,488 1,488b) Companies in the same group - 116 116 - 83 83c) Other related parties - - - - - - 2. Other than related parties - - - - - - Total - 984 984 1,571 1,571

VI) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted):

Category March 31, 2016 March 31, 2015Market Value /

Break up or fair value or NAV (refer

note 1 below)

Book Value (Net of Provisions)

Market Value / Break up or fair

value or NAV (refer note 1 below)

Book Value (Net of Provisions)

1. Related Parties

a) Subsidiaries (95) 3,640 1,151 4,212

b) Companies in the same group 132,582 13,703 169,334 13,192

c) Other related parties 3 1 2 1

2. Other than related parties 180 180 138 138 Total 132,670 17,524 170625 17543

Note: Face value of Preference shares have been considered for the purpose of arriving at break-up value of investment.

VII) Other Information

Particulars AmountMarch 31, 2016 March 31, 2015

1. Gross Non-Performing Assets a) Related parties 1,399 129b) Other than related parties - -

2. Net Non-Performing Assets -a) Related parties 206 -b) Other than related parties - -

3. Assets acquired in satisfaction of debt - -

47. As per section 45-IC of Reserve Bank of India Act, 1934 every Non-Banking Financial Company (NBFC) is required to create a Reserve Fund and transfer therein a sum not less than twenty per cent of its net profit. However, due to losses incurred during the year, the Company has not transferred any amount to Reserve Fund.

48. Previous year figures have been re-classified to conform to this year’s classification.






Consolidated Financial

Statements


INDEPENDENT AuDITORS’ REPORTTo the Members of Samvardhana Motherson International Limited

Report on the Consolidated Financial Statements

1. We have audited the accompanying consolidated financial statements of Samvardhana Motherson International Limited (“hereinafter referred to as the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its jointly controlled entities and associate companies; (refer Note 42 to the attached consolidated financial statements), comprising of the consolidated Balance Sheet as at March 31, 2016, the consolidated Statement of Profit and Loss, the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information prepared based on the relevant records (hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements

2. The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its associates and jointly controlled entities in accordance with accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other accounting standard referred to in Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014.The Holding Company’s Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the preparation of Consolidated Financial Statements. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and jointly controlled entities respectively and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which has been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.


3. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

4. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph 8 of the Other Matters paragraph below, other than the unaudited financial statements/ financial information as certified by the management and referred to in sub-paragraph 9 of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.


Opinion

7. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, its associates and jointly controlled entities as at March 31, 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Other Matter

8. We did not audit the financial statements/financial information of sixteen subsidiaries, and thirty eight jointly controlled entities whose financial statements/ financial information reflect total assets of Rs157,579 million and net assets of Rs. 27,220 million as at March 31, 2016, total revenue of Rs. 303,094 million, net profit of Rs. 2,849 million and net cash flows amounting to Rs. 417 million for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net profit of Rs. 8 million for the year ended March 31, 2016 as considered in the consolidated financial statements, in respect of two associate companies whose financial statements/ financial information have not been audited by us. These financial statements/ financial information have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated financial statements insofar as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entities and our report in terms of sub-section (3) of Section 143 of the Act insofar as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on the reports of the other auditors.

9. a) We did not audit the financial statements/financial information of forty jointly controlled entities whose financial statements/ financial information reflect total assets of Rs. 6,464 million and net assets of Rs. 3,307 million as at March 31, 2016, total revenue of Rs. 5,513 million, net profit of Rs. 259 million and net cash flows amounting to Rs. 653 million for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net loss of Rs. 0.3 million for the year ended March 31, 2016 as considered in the consolidated financial statements, in respect of one associate company whose financial statements/ financial information have not been audited by us. These financial statements/ financial information are unaudited and have been furnished to us by the Management, and our opinion on the consolidated financial statements insofar as it relates to the amounts and disclosures included in respect of these subsidiary, jointly controlled entities and associate companies and our report in terms of sub-section (3) of Section 143 of the Act insofar as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on such unaudited financial statements/ financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements/ financial information are not material to the Group.

Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements/ financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

10. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law maintained by the Holding Company, its subsidiaries included in the Group, associate companies and jointly controlled entities incorporated in India including relevant records relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and records of the Holding Company and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained by the Holding Company, its subsidiaries included in the Group, associate companies and jointly controlled entities incorporated in India including relevant records relating to the preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of


India to the extent it does not contradict any other accounting standard referred to in Section 133 of the Act read with Rule 7 of Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2016 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate companies and jointly controlled companies incorporated in India, none of the directors of the Group companies, its associate companies and jointly controlled companies incorporated in India is disqualified as on March 31, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company, its subsidiary companies, associate companies and jointly controlled companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

i. The consolidated financial statements disclose the impact, if any, of pending litigations as at March 31, 2016 on the consolidated financial position of the Group, its associates and jointly controlled entities– Refer Note 33 and Note 44 to the consolidated financial statements.

ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts as at March 31, 2016– Refer (a) Note 36 to the consolidated financial statements in respect of such items as it relates to the Group, its associates and jointly controlled entities and (b) the Group’s share of net profit in respect of its associates.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies, associate Companies and jointly controlled companies incorporated in India during the year ended March 31, 2016.


Anupam DhawanPlace: Noida PartnerDate: June 10, 2016 Membership Number:084451


Annexure A to Independent Auditors’ ReportReferred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members of Samvardhana Motherson International Limited on the consolidated financial statements for the year ended March 31, 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. In conjunction with our audit of the consolidated financial statements of the Group as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting of Samvardhana Motherson International Limited (hereinafter referred to as “the Holding Company”) and its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

2. The respective Board of Directors of the holding company, its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Group’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the“Guidance Note”) issued by the ICAI and the Standards on Auditing deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Group’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Holding Company, its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

9. Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to fifteen subsidiary companies, fourteen jointly controlled companies and one associate company, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India and in so far as it relates to the unaudited two jointly control entity and one associate company is based on representation received from the management. Our opinion is not qualified in respect of this matter.


Anupam DhawanPlace: Noida PartnerDate: June 10, 2016 Membership Number:084451


CONSOLIDATED BALANCE SHEET(All amounts in Rs. million unless otherwise stated)

Notes As AtMarch 31, 2016

As AtMarch 31, 2015

EQUITY AND LIABILITIES Shareholders' Funds Share Capital 3 4,736 4,736 Reserves & Surplus 4 24,399 18,821

29,135 23,557 Minority Interest 12,643 9,475 Non Current Liabilities Long-Term Borrowings 5 58,135 42,485 Deferred Tax Liabilities (Net) 6 1,788 1,448 Other Long-Term Liabilities 7 1,707 2,511 Long-Term Provisions 8 2,412 2,158

64,042 48,602 Current Liabilities Short-Term Borrowings 9 9,783 6,616 Trade Payables 10

Total outstanding dues of micro and small enterprises and 25 14 Total outstanding dues of creditors other than micro and small enterprises

51,917 45,443

Other Current Liabilities 11 26,688 26,991 Short-Term Provisions 12 2,521 1,798

90,934 80,862 TOTAL EQUITY AND LIABILITIES 196,754 162,496 ASSETS Non Current Assets Fixed Assets

Tangible Assets 13 62,223 48,964 Intangible Assets 13 12,936 12,636 Capital Work In Progress 13,269 9,536 Intangible Assets under Development 12 2 Non-Current Investments 14 1,338 718

Deferred Tax Assets (Net) 15 3,382 1,737 Long-Term Loans And Advances 16 2,025 5,457 Other Non-Current Assets 17 5,271 2,624

100,456 81,674 Current Assets Current Investments 18 1,020 138 Inventories 19 38,850 32,035 Trade Receivables 20 29,713 25,933 Cash And Bank Balances 21 18,114 16,052 Short-Term Loans And Advances 22 7,913 6,534 Other Current Assets 23 688 130

96,298 80,822 TOTAL ASSETS 196,754 162,496 Summary of significant accounting policies 2 The accompanying notes are an integral part of these consolidated financial statements This is the Consolidated Balance Sheet referred to in our report of even date




Place: Noida Pooja Mehra Date : June 10, 2016 (Company Secretary)






CONSOLIDATED STATEMENT OF PROFIT AND LOSS(All amounts in Rs. million unless otherwise stated)

Notes For the year ended

March 31, 2016

For the year ended

March 31, 2015REVENUERevenue From Operations (Gross) 341,155 303,354 Less: Excise Duty 3,464 2,846 Revenue From Operations (Net) 24 337,691 300,508 Other Income 25 2,660 2,157 Total Revenue 340,351 302,665 EXPENSESCost of Materials Consumed 26 207,170 195,419 Purchase of Stock-In-Trade 1,990 1,542 Changes in Inventories of Finished Goods, Work-In-Progress and Stock In Trade

27 (2,657) (7,797)

Employee Benefit Expenses 28 67,044 56,938 Other Expenses 29 39,009 32,584 Total Expenses 312,556 278,686 Profit Before Finance Cost, Depreciation, Exceptional items and Tax

27,795 23,979

Finance Costs 30 3,767 4,007 Profit for the Year before Depreciation, Exceptional items and Tax

24,028 19,972

Depreciation and Amortisation Expenses 31 10,583 7,658 Profit Before Taxation and Exceptional items 13,445 12,314 Exceptional Items - Expenses/(Income) 32 291 1,347 Profit Before Taxation 13,154 10,967 Tax ExpenseCurrent Tax 5,212 4,261 Deferred Tax expense / (credit) (1,325) (647)Fringe Benefit Tax 48 36 Profit before Minority Interest and Share of results of Associates

9,219 7,317

Less: Minority Interest Profit 3,781 3,470 Add: Share of Profit of Associates 8 14 Profit for the Year 5,446 3,861 Summary of significant accounting policies 2 Earnings per equity share 41 Nominal value per share Rs 10/- (Previous year Rs 10/-)Basic : Rs. per share 10.57 7.80 Diluted : Rs. per share 10.57 7.80

The accompanying notes are an integral part of these consolidated financial statements This is the Consolidated Statement of Profit and Loss referred to in our report of even date


CONSOLIDATED CASH FLOW STATEMENT(All amounts in Rs. million unless otherwise stated)

For the year ended

March 31, 2016

For the year ended

March 31, 2015A. Cash flows from Operating Activities:

Net Profit before Tax 13,154 10,967 Adjustments for: Depreciation & Amortisation 10,583 7,658 Interest Expense 3,767 4,007 Interest Income (245) (261) Income from Investment - Dividends (22) (20) Loss/(Profit) on Fixed Assets sold (net) (50) 6 Provision for diminution in value of investments 2 0 Bad Debts/Advances written off 162 18 Provision for Doubtful Debts / Advances 83 137 Liabilities no longer required written back (128) (185) Provision for Employee Benefit 530 206 unrealised Foreign Exchange (gain) / loss 1,812 (1,593) Profit on sale of long term Investment 140 (1) Provision for Warranty 338 34 Waiver of claims from suppliers (6) (31) Other Provisions 75 46 Operating profit before working capital changes 30,195 20,988 Adjustments for changes in working capital :(Increase) / Decrease in Trade Receivables (3,982) 3,679 (Increase) / Decrease in Loans and Advances (1,325) 1,052 (Increase) / Decrease in Inventories (6,815) (2,241)(Increase) / Decrease in Other Current Assets (556) (70)(Increase) / Decrease in Other Non - Current Assets (2,647) (656)Increase / (Decrease) in other Current Liabilities 2,316 1,975 Increase / (Decrease) in other Long Term Liabilities (599) 416 Increase / (Decrease) in Trade and Other Payables 5,972 7,033 Cash generated from operations 22,559 32,176 Taxes paid (Net of TDS) (5,483) (4,273)Net cash from operating activities 17,076 27,903

B. Cash flows from Investing Activities:Purchase of Fixed Assets including Capital Work in Progress (21,112) (18,579)Sale / (Purchase) of Investment in Mutual Funds (Net) (881) 785 Purchase of Minority Interest in Subsidiary and Joint Venture - (3,328)Proceeds from Sale of Fixed Assets 1,434 987 Proceeds from sale of Investment in Subsidiaries and Joint Ventures - 1 (Purchase) / sale of Investments (723) (57)Interest received 217 301 Dividend received 22 2 Consideration paid on Acquisition of Subsidiaries & Joint Ventures - (7,767)Redemption of Preference Shares by Subsidiary (53) - Net cash (used) in Investing Activities (21,096) (27,655)


For the year ended

March 31, 2016

For the year ended

March 31, 2015C. Cash flows from Financing Activities:

Proceeds from minority shareholders (Net) 37 - Proceeds from long term borrowings Receipts 14,438 51,542 Payments (6,790) (21,387)Proceeds from short term borrowings Receipts 22,000 15,753 Payments (20,722) (34,769)Proceeds from cash credits (net) 1,573 (93)Proceeds from Government subsidy 14 44 Interest paid (3,575) (3,144)Dividend paid including tax (463) (151)Dividend Paid to Minority Share holders (452) (956)Net cash from Financing Activities 6,060 6,839 Net increase/(decrease) in cash & cash equivalents 2,040 7,087

Cash & Cash equivalents - opening 15,722 7,610 Acquired on acquisition/ change in shareholding - 1,038 Total Cash and Cash equivalents as per cash flow statement 17,762 15,735

Cash and Cash equivalents compriseCash on hand 22 15 Cheques on hand 17 3 Balance with banks: - deposits with original maturity of less than three months 1,902 1,440 - in current accounts 15,865 14,264 Total Cash and Cash equivalents 17,806 15,722 Cash and cash equivalents include :Cash & bank balances as per balance sheet 17,806 15,722 Net unrealised (gain) / loss on foreign currency cash & equivalents (44) 13 Total 17,762 15,735

NOTES:

(i) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on “Cash Flow’Statement” notified in Companies (Accounting Standards Rule) 2006.

(ii) Figures in brackets indicate cash outgo.

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






Notes to the consolidated financial statements(All amounts in Rs. million unless otherwise stated)

1. General Information

Samvardhana Motherson International Limited (“SMIL” or “the Company”), was incorporated in India on December 9, 2004 to act as a Holding Company to hold/ make investments in Group companies which are primarily engaged in business in the automotive sector. The Company was promoted by Mr. V.C. Sehgal, promoter of the Samvardhana Motherson Group. The Company is a public limited company that has listed its Non-Convertible Debentures on December 1, 2015 on the Bombay Stock Exchange.

2. Summary of Significant Accounting Policies

2.1 Basis of Preparation

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis, except for certain tangible assets which are being carried at revalued amounts. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 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 notified under the Companies Act, 1956 shall continue to apply.

Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) of the Companies Act, 1956 [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 2013.

All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

2.2 Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in India requires the management to make estimates and assumptions that affect the reported amount of asset and liabilities as at Balance Sheet date, reported amount of revenue and expenses for the year and disclosures of contingent liabilities as at the Balance Sheet date. The estimates and assumptions used in the accompanying financial statement are based upon management’s evaluation of relevant facts and circumstances as at the date of the financial statements. Actual results could differ from estimates.

2.3 Principles of Consolidation

The Consolidated Financial Statements relates to the Financial Statements of Samvardhana Motherson International Limited (‘the Company’) and its Subsidiary Companies, Joint Ventures and Associates (‘the Group’).

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

a) Subsidiaries

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

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

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

(iv) The excess of the cost of acquisition over the Company’s portion of equity and reserves of the subsidiary company at each time an investment is made in a subsidiary is recognised in the financial statements as goodwill. Further, any excess of equity and reserves over cost of acquisition is accounted for as capital reserve.

(v) Minority Interest in the Net Assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments. The



losses applicable to the minority in a consolidated subsidiary may exceed the minority interest in the equity of the subsidiary. The excess, and any further losses applicable to the minority, are adjusted against the Company’s interest except to the extent that the minority has a binding obligation to, and is able to, make good the losses. If the subsidiary subsequently reports profits, all such profits are allocated to the Company’s interest until the minority’s share of losses previously absorbed by the Company has been recovered.

b) Investment in business entities over which the group exercises joint control and the group does not hold majority voting power are accounted for using proportionate consolidation in accordance with Accounting Standard 27 “Financial Reporting of Interest in Joint Ventures”. The Group combines its share of the joint ventures individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group’s financial statements, including minority interest relating to the Company.

c) Investment in Associates (entity over which the Group exercises significant influence, which is neither a subsidiary nor a joint venture) are accounted for using the equity method in accordance with Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements”, whereby the investment is initially recorded at cost, identifying any goodwill / capital reserve arising at the time of acquisition. The carrying amount of the investment is adjusted thereafter for the post acquisition change in the investor’s share of net assets of the investee.

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

e) All subsidiaries, joint ventures and associates have been considered in preparation of Consolidated Balance sheet, Consolidated Statement of Profit & Loss and Consolidated Cash flow statement.

f) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances except as stated and are presented to the extent possible, in the same manner as the Company’s separate financial statements. However, in respect of certain subsidiaries of the Group, inventories are consistently valued on First-in-First-Out (FIFO) cost basis as against the group policy of valuing inventories on weighted average cost basis since it is not considered practical to do so by the management. The total value of inventories valued on FIFO basis amount to Rs. 2,003 million (Previous year: Rs. 1,670 million) as at March 31, 2016. Such inventories are 5 % (Previous year 5 %) of the Group’s total inventories.

g) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the exchange fluctuation reserve.

h) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets less liabilities as on the date of disposal is recognised in the consolidated profit and loss statement being the profit or loss on disposal of investment in subsidiary.

2.4 Tangible Assets

Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any, except tangible assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) and erstwhile India Nails Manufacturing Limited (formerly India Nails Manufacturing Private Limited, subsidiary of Motherson Sumi Systems Limited (MSSL) which have been merged with MSSL w.e.f April 1, 2011) which have been revalued on December 31, 1998 and on year ended March 31, 2005 respectively and except assets costing in the range of Rs 5,000 to Rs. 350,000 each charged to expense, which could otherwise have been included as tangible assets, in accordance with Accounting Standard 10 -‘Accounting for Fixed Assets’, because the amount is not material.

Revaluation in respect of certain tangible assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) and erstwhile India Nails Manufacturing Limited (INML) was done as under:

a) Land at the prevailing market rates as certified by approved valuation experts as on the date of revaluation.

b) Building, plant and machinery and other assets of MACE at their replacement values as certified by approved valuation expert.

The cost of self-generated assets comprises of raw material, components, direct labour, other direct cost and related production overheads.



Subsequent expenditures related to an item of fixed assets assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance.

Items of fixed 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 financial statements as other current assets. Any expected loss is recognised immediately in the Statement of Profit and Loss.

Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss.

Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets, based on technical evaluation done by management, in order to reflect the actual usage of the assets, as follows:

Particulars

Indian Entities Overseas EntitiesUseful life Useful life

Leasehold Land Over the period of leaseFreehold Land NilLeasehold improvements Over the period of leaseBuildings 30 to 60 years 5 to 61 years Plant & Machinery:

Plant & Machinery 7.5 to 15 years 3 to 15 years Die & Moulds 3 to 6.17 years 3 to 15 years Electric Installation 10 years 3 to 15 years

Furniture & fixtures 6 to 10 years 3 to 15 years Office equipments 5 years 3 to 10 yearsComputers:

Server & Networks 3 years 3 to 15 years End user devices, such as desktops, laptops, etc. 3 years 3 to 15 years

Vehicles 4 to 8 years 3 to 12 years

2.5 Intangible Assets

Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortized on a straight line basis over their estimated useful lives. A rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use is considered by the management. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the Statement of Profit and Loss. The useful life of the intangible asset is as below:

Asset Useful lives (years)Technical Knowhow fees* 3 to 13Business & Commercial rights* 3 to 11Intellectual property rights 1 to 3Software 2 to 5

*The useful life of technical knowhow, business and commercial rights is the result of the analyses and average useful right of the contracts.

Goodwill generated on consolidation in respect of subsidiaries is being carried at cost less impairment (if any). Goodwill arising on amalgamation is amortized over period of 5 years. Also, Goodwill generated on acquisition of assets is tested for impairment.



2.6 Borrowing Costs

Borrowing costs include interest, other costs incurred in connection with borrowing and exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to the interest cost. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred.

Premium on redemption of debenture has been amortized over the period of debentures.

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

2.7 Impairment of Assets

Assessment is done at each balance sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. The smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit (CGu). An asset or CGu whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each balance sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. An impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.

2.8 Investments

Investments that are readily realizable and are intended to be held for not more than one year from the date, on which such investments are made, are classified as current investments. All other investments are classified as long term investments. Current investments are carried at cost or fair value, whichever is lower. Long-term investments are carried at cost. However, provision for diminution is made to recognize a decline, other than temporary, in the value of the investments, such reduction being determined and made for each investment individually.

Investment Property

Investment in land & buildings that are not intended to be occupied substantially for use by, or in the operations of, the Company, have been classified as investment property. Investment properties are carried at cost less accumulated depreciation. Refer Note 2.4 for depreciation rates used for buildings.

2.9 Inventories

Inventories are stated at lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

2.10 Foreign Currency Translations & Derivative Instruments

Initial Recognition

On initial recognition, all foreign currency transactions are recorded 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 period.

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 Profit and Loss.

Forward Exchange Contracts

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

Translation of Foreign Operations

Foreign operations are classified as either ‘integral’ or ‘non-integral’ operation. Exchange differences arising on a monetary item that, in substance, forms part of an enterprise’s net investment in a non-integral foreign operation are accumulated in the “Exchange Reserve on Consolidation” until the disposal of the net investment, at which time they are recognised as income or as expenses. The financial statements of an integral foreign operation are translated using the principles and procedures as if the transactions of the foreign operation are those of the Company itself.

Derivative Instruments

Effective April 01, 2012, the Company adopted Accounting Standard-30 “Financial Instruments: Recognition and Measurement” issued by the Institute of Chartered Accountants of India to the extent the adoption does not contradict with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] of the Companies Act, 1956 and other regulatory requirements. All derivative contracts (except for forward foreign exchange contracts where Accounting Standard 11 – “Accounting for the effects of changes in foreign exchange rates” applies) are fair valued at each reporting date. For derivative contracts designated in a hedging relationship, the Company records the gain or loss on effective hedges, if any, in a hedge reserve, until the transaction is complete. On completion, the gain or loss is transferred to the Statement of Profit and Loss of that period. Changes in fair value relating to the ineffective portion of the hedges and derivatives not qualifying or not designated as hedges are recognized in the statement of profit and loss in the accounting period in which they arise.

Accordingly, these contracts are marked to market and corresponding gain or loss is accounted for in the Statement of Profit and Loss.

One of the joint venture entity has early adopted the Guidance Note on “Accounting for derivative contracts” issued by the Institute of Chartered Accountants of India on June 01, 2015. Based on the same, gain / loss arising on effective cash flow hedges have been directly recognized in reserve and surplus whereas ineffective hedges have been recognized in statement of profit and loss.

However, principally there is no difference in the accounting treatment followed for derivative contracts as per Accounting Standard - 30 “Financial Instruments: Recognition and Measurement” and Guidance Note on “Accounting for derivative contracts”.

2.11 Revenue Recognition

Sale of Goods

Sales are recognized when the significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract and are recognized net of trade discounts, rebates, sales taxes and excise duties.

Sale of Services

In contracts involving the rendering of services, revenue is recognised as per the terms of contracts and net of taxes.

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



2.12 Other Income

Interest

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

Duty Drawback and export incentives

Income from duty drawback and export incentives is recognized on an accrual basis.

Dividend

Dividend income is recognised when the right to receive dividend is established.

2.13 Employee Benefits

a) In respect of the companies incorporated in India

Provident Fund & Employee State Insurance

Contribution towards provident fund and employee state insurance for employees is made to the regulatory authorities, where the Company has no further obligations. Such benefits are classified as Defined 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 defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The gratuity plans in certain group companies are funded through annual contributions to Life Insurance Corporation of India (LIC) under its Group’s Gratuity Scheme whereas others are not funded. The Company’s 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 Profit and Loss in the year in which they arise.


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

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefits. The Company’s 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 Profit and Loss in the year in which they arise.

b) In respect of the companies incorporated outside India

Pensions

Companies within the Group operate various pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by annual actuarial calculations. The Group has both defined benefit and defined contribution plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

SMRPBV Group mainly operated a defined benefit pension plan in Germany based on Employee pensionable



remuneration and length of services. The plan is unfunded. Further, SMR group has various defined benefit plans, which consider final salary as well as average salary components in order to define the benefits for the pensioners. Different pension plans are operated by the group in the uK, Germany, Mexico and South Korea. The schemes, in the uK and South Korea are administered by separate trust funds.

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

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

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

For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due.

Other Long Term benefits

Jubilee Bonus: In certain Group entities, the employees are entitled to bonus after completion of certain year of services which are based on the wage agreement or otherwise as per terms of employment. The Group recognizes as an expenditure the present value of such long term jubilee bonuses, where applicable based on the expected amounts to pay by considering expectancies of employee turnover and expected future salary increase.


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

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefits. The Company’s liability is actuarially determined at the end of each year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise.

Termination Benefits

Termination benefits in the nature of voluntary retirement benefits are recognised in the Statement of Profit and Loss as and when incurred.



2.14 Government Grants

Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions will be met. Government grants in respect of capital expenditure are credited to the acquisition costs of the respective fixed asset and thus are released as income over the expected useful lives of the relevant assets. Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate. Government grants that are given with reference to total capital outlay are credited to capital reserve and treated as a part of shareholders’ funds.

2.15 Current and Deferred Tax

Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period.

Current tax is determined based on respective taxable income and tax rules of each taxable entity. It is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions.

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

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

Minimum Alternative Tax credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period.

Fringe Benefit Tax

Fringe benefit tax is determined based on the liability computed in accordance with relevant tax rates and tax laws of the jurisdiction in which it is applicable.

2.16 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 outflow of resources embodying economic benefits 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 confirmed 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 outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.



2.17 Leases As a lessee

(a) Operating Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the Statement of Profit and Loss on a straight-line basis over the period of the lease.

(b) Finance Leases

The Company leases certain tangible assets and such leases where the Company has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments.

Each lease payment is apportioned between the finance charge and the reduction of the outstanding liability. The outstanding liability is included in other long-term borrowings. The finance charge is charged to the Statement of Profit and Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

As a lessor

The Company has leased certain tangible assets and such leases where the Company has substantially retained all the risks and rewards of ownership are classified as operating leases. Lease income on such operating leases is recognised in the Statement of Profit and Loss on a straight line basis over the lease term which is representative of the time pattern in which benefit derived from the use of the leased asset is diminished. Initial direct costs are recognized as an expense in the Statement of Profit and Loss in the period in which they are incurred.

2.18 Segment Reporting

The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted by the Company. Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based.

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under “unallocated corporate expenses/Income”.

2.19 Cash and Cash Equivalents

In the cash flow 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.

2.20 Earnings per Share (EPS)

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, which 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 profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.



3 Share Capital

As At March 31, 2016

As At March 31, 2015

Authorised 900,000,000 (Previous Year 900,000,000) Equity Shares of Rs.10/- each 9,000 9,000 Issued 473,613,855 (Previous Year 473,613,855) Equity Shares of Rs.10/- each 4,736 4,736 Subscribed and Paid up 473,613,855 (Previous Year 473,613,855) Equity Shares of Rs.10/- each 4,736 4,736 Total 4,736 4,736

a. Reconciliation of number of equity shares

As at March 31, 2016 As at March 31, 2015No. of shares Amount No. of shares Amount

Equity Shares: At the beginning of the period 473,613,855 4,736 473,613,855 4,736 Outstanding at the end of the period 473,613,855 4,736 473,613,855 4,736

b. Rights, preferences and restrictions attached to shares

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

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

c. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

As at March 31, 2016 As at March 31, 2015No. of shares % holding in

the classNo. of shares % holding in

the class Equity shares of Rs. 10/- Each fully paid up Shri Sehgals Trustee Company Private Limited 121,590,869 25.67% 121,590,869 25.67% Vivek Chaand Sehgal 100,527,391 21.23% 100,527,391 21.23% Renu Alka Sehgal 109,825,286 23.19% 109,825,286 23.19% Radha Rani Holdings Pte Limited 66,780,000 14.10% 66,780,000 14.10% Sojitz Corporation 30,612,843 6.46% 30,612,843 6.46%

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



4 Reserves & Surplus

As at March 31, 2016 As at March 31, 2015Revaluation ReserveBalance as at the beginning of the year 28 28 Additions during the year - - Deductions during the year - 28 - 28 Reserve on AmalgamationBalance as at the beginning of the year 2,645 2,645 Additions during the year - - Deductions during the year - 2,645 - 2,645 Securities Premium AccountBalance as at the beginning of the year 3,399 3,399 Additions during the year - - Deductions during the year - 3,399 - 3,399 General ReserveBalance as at the beginning of the year 1,017 963 Transfer from Profit & Loss Account5 54 54 Deductions during the year1 (17) 1,054 - 1,017 Exchange Reserve on Consolidation Balance as at the beginning of the year 2,103 2,372 Additions during the year 57 (269)Deductions during the year - 2,160 - 2,103 Capital Reserve on Consolidation Balance as at the beginning of the year 1,747 877 Additions during the year - 951 Deductions during the year6 (4) 1,743 (81) 1,747 Surplus in Statement of Profit and LossBalance as at the beginning of the year 7,776 4,159 Additions / (Deletions) during the year 5,446 3,861 Transfer to General Reserve5 (54) (54)Other addition during the year 3 564 - Transfer to employee fund 4 (32) - Tax on dividend (442) (165)Depreciation Adjustment - (25)Transfer to Capital Redemption Reserve (34) 13,224 - 7,776 Capital ReserveBalance as at the beginning of the year 103 60 Additions during the year2 - 43 Deductions during the year* (0) 103 - 103 Capital Redemption ReserveBalance as at the beginning of the year 3 3 Additions during the year1 43 - Deductions during the year - 46 - 3 Hedging ReserveBalance as at the beginning of the year - - Additions during the year7 (3) - Deductions during the year - (3) - - Total 24,399 18,821

1 Includes Rs. 9 million (Previous Year : Nil) transferred to capital redemption reserve on redemption of 7% Non Convertible Cumulative Redeemable Preference Shares of MothersonSumi INfotech & Designs Limited and Rs. 8 million (Previous



year: Nil) on account of discontinuation of joint venture with Woco Franz Josef Wolf Holding GmbH, Germany by Motherson Sumi Systems Limited.

2 Being subsidy of Nil (Previous year : Rs. 20 million) under Rajasthan Promotion Scheme 2010 w.r.t. units of Motherson Sumi Systems Limited at Rajasthan and Nil (Previous year : Rs. 23 million), being company’s share, under industrial promotion subsidy package scheme of incentives 2007 in respect of SMR Automotive Systems India Limited plant at Pune, India.

3 Includes Rs. 12 million (Previous Year : Nil) on account of discontinuation of joint venture with Woco Franz Josef Wolf Holding GmbH, Germany by Motherson Sumi Systems Limited (Refer Note 51) and Rs. 552 million (Previous Year : Nil) on account of creation of goodwill due to further acquisition of shares in Motherson Sintermetal Technology Limited (Refer Note 53 (c)).

4 Rs. 32 million (Previous Year : Nil) transfer to employee fund on dividend distribution by Changchun Peguform Automotive Plastics Technology Co. Ltd, one of the step down subsidiary of Motherson Sumi Systems Limited in China.

5 Includes Rs 24 million (March 31, 2015: Rs. Nil) in respect of overseas subsidiaries of the Motherson Sumi Systems Limited in order to comply with the local statute.

6 On account of discontinuation of joint venture with Woco Franz Josef Wolf Holding GmbH, Germany by Motherson Sumi Systems Limited (Refer Note 51).

7 Mark to market loss accounted under hedging reserve with respect to cashflow hedge in respect of derivative contracts entered into by one of the overseas subsidiary of Motherson Sumi Systems Limited.


Bracket denotes appropriations / deduction

5 Long-Term Borrowings

Non Current Portion Current MaturitiesAs At

March 31, 2016

As AtMarch 31,

2015

As AtMarch 31,

2016

As AtMarch 31,

2015 Secured: i) Term loans:

From Banks: - Rupee Loan 844 642 170 151 - Foreign Currency Loan 2,734 2,087 1,273 1,907 From others: - Rupee Loan 968 959 242 388 - Foreign Currency Loan - 23 - 3

ii) Finance lease liabilities (Refer Note 40) 513 746 532 525 iii) Debentures:

5% Redeemable Non-Convertible debentures - - - 2,000 0% Redeemable Non-Convertible debentures 6,000 2,500 2,500 3,000

iv) 41/8%Senior Secured Notes Due 2021(EuR 500 million (Previous year : EuR 500 million))

37,690 33,529 - -

v) 3.7% Senior Secured Notes Due 2025 (Refer Note 50)(EuR 100 million (Previous year : EuR Nil))

7,538 - - -

Unsecured: i) Term loans:

From Banks: - Rupee Loan* 2 2 1 0 - Foreign Currency Loan 833 773 241 194 From others:



Non Current Portion Current MaturitiesAs At

March 31, 2016

As AtMarch 31,

2015

As AtMarch 31,

2016

As AtMarch 31,

2015 - Rupee Loan 20 10 - - - Foreign Currency Loan 707 709 79 37

ii) Finance lease liabilities* - 0 - 0 iii) Deposits from related parties

- Rupee Loan (Refer Note 39) - 121 142 - - Foreign Currency Loan (Refer Note 39) 286 384 - - Amounts disclosed under the head "other current liabilities" (Refer Note 11)

(5,180) (8,205)

Total 58,135 42,485 - -


(a) Nature of Security and terms of repayment for secured borrowings:

Nature of Security Terms of RepaymentLong term Indian Rupee loans from Bank include:i) Loan amounting to Rs. 103 million (Previous year : Rs.

141 million) Secured by first and exclusive charge on entire movable and immovable fixed assets of the SMR Automotive Systems India Limited at Chennai Plant 1, 4/113 Varadharajapuram, Chennai - Bangalore Highway, Poonamallee, Chennai.

Repayable in 16 Quarterly Installments, commencing from January, 2015. The applicable interest rate is 10.5%

ii) Loan amounting to Nil (Previous year : Rs. 12 million) secured by:- First charge on entire fixed assets of Magneti Marelli Motherson Auto System Limited, both present and future- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by Samvardhana Motherson Finance Services Cyprus Limited and Magneti Marelli, Spa Italy.

The loan is fully repaid during the current year as per repayment schedule.The applicable rate of interest is 11.75% p.a.

iii) Loan amounting to Nil (Previous year : Rs. 3 million) secured by:- First charge on entire fixed assets of Magneti Marelli Motherson Auto System Limited, both present and future- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by Samvardhana Motherson Finance Services Cyprus Limited and Magneti Marelli, Spa Italy.

The loan is fully repaid during the current year as per repayment schedule.The applicable rate of interest is 11.75% p.a.

iv) Loan amounting to Rs. 20 million (Previous year :Rs. 31 million) secured by first charge on the movable fixed assets and second charge on the current assets of CTM India Limited, both present and future.

Repayable in 20 equal quarterly instalments to be paid at the end of each quarter Starting from January 2013The applicable rate of interest is 12.00% - 13.00% p.a.

v) Loan amounting to Rs. 183 million (Previous year :Rs. 220 million) secured bya) First charge on all movable fixed assets of Motherson Sintermetal Technology Ltd., both present and future.b) Second charge on all current assets, both present and future.c) Letter of Comfort from the company.

Moratorium of 12 months from the date of disbursement, thereafter repayment of 4.16% of loan amount every quarter.The applicable rate of interest is 12.50% p.a.



Nature of Security Terms of Repaymentvi) Loan amounting to Rs. 15 million (Previous year : Rs.29

million) secured byPrimary :Exclusive first charge on the assets created out of the term loanCollateral:Paripassu second charge on the residual value of the fixed assets of Fritzmeier Motherson Cabin Engineering Privte Limited .Second charge on the fixed assets of Fritzmeier Motherson Cabin Engineering Privte Limited exclusively charged to SBI subject to exclusive first charge in favour of SBI

1) Rs. 2 million (Previous year : Rs. 20 million) is repayable in 48 equal monthly instalments to be paid at the end of each month from July 2013.2) Rs. 13 million (Previous year : Rs. 4 million) is repayable in 48 monthly instalments, commencing from September 2015.3) Nil (Previous year : Rs. 5 million) is fully repaid during the year as per repayment schedule.The applicable rate of interest is 12.60% p.a.

vii) Loan amounting to Rs. 270 million (Previous year : Rs. 210 million) secured by:- Exclusive charge on all current assets, immovable and movable fixed assets of Motherson Advanced Tooling Solutions Limited. (both present and future)- unconditional and irrevocable corporate guarantee of the Company to remain valid during entire tenure of the credit facility.

Repayable in 16 equal quarterly installments after 24 months moratorium from the date of each disbursement.The applicable rate of interest is 12.25% p.a.

viii) Loan amounting to Rs. 47 million (Previous year : Rs. 62 million) secured by:- First charge on entire fixed assets of Magneti Marelli Motherson Auto System Limited, both present and future- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by Samvardhana Motherson Finance Services Cyprus Limited and Magneti Marelli, Spa Italy.

Repayable in 16 quarterly installments after 15 months moratorium from the date of first withdrawal i.e. June 2015.The applicable rate of interest is 11.25% p.a.

ix) Loan amounting to Rs. 100 million (Previous year : Rs. 50 million) secured by:- First charge on entire fixed assets of Magneti Marelli Motherson Auto System Limited, both present and future- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by Samvardhana Motherson Finance Services Cyprus Limited and Magneti Marelli, Spa Italy.

Repayable in 20 quarterly installments after 21 months moratorium from the date of first withdrawal i.e.June 2016.The applicable rate of interest is 11.25% p.a.

x) Loan amounting to Nil (Previous year : Rs. 23 million) secured by way of first charge on pari passu basis of plant & machinery and fixed assets purchased out of the loan of Magneti Marelli Motherson Shock Absorbers India Private Ltd and extension of first hypothecation charge on pari passu basis of inventories and trade receivables.

The amount is fully repaid during the current year as per repayment schedule.The applicable rate of interest is 15.75% p.a.

xi) Loan Amounting to Rs. 59 million (Previous year : Nil) secured by way of first exclusive charge on entire fixed assets of Magneti Marelli Motherson Shock Absorbers India Private Ltd and second charge on entire current assets of the company both present and future.

Repayable in 8 equal quarterly instalments to be paid at the end of each quarter from 2016 with interest rate of base rate + .25% per annum payable monthly.



Nature of Security Terms of Repaymentxii) Loan amounting to Nil (Previous year : Rs. 12 million)

Secured by exclusive charge on entire movable fixed assets and current assets of Samvardhana Motherson Nippisun Technology Ltd. Comfort letter have also been issued by the Motherson Sumi Systems Limited, Toyota Thusho corporation, Toyoto Thusho India Pvt Ltd and Nippon pigment (s) pte Ltd for the said loan.

xiii) Loan Amounting to Rs. 170 million (Previous year : Nil) primary secured by exclusive charge on movable fixed assets of the Samvardhana Motherson Auto Component Private Limited and corporate guarantee given by the Company

Repayble in 5 year and 2 months being first repayment on April 2017 in 16 equal quarterly installment ending on October, 2020.The applicable rate of interest is 11% p.a.

xiv) Loan Amounting to Rs 47 million (Previous year : Nil) secured by first charge on entire fixed assets of the company, both present and future.- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by Samvardhana Motherson Finance Services Cyprus Limited and Magneti Marelli, Spa Italy.

Repayable in 20 quarterly installment after 21 months moratorium from the date of first withdrawl i.e. repayment would start from June 2016.The applicable rate of interest is 11.25% p.a.

Long term foreign currency loans from Bank include:i. Loan amounting to Rs. 1083 million (Previous year

: Rs. 1312 million) secured by first pari passu charge on entire fixed assets, both movable & immovable, of Motherson Sumi Systems Limited present and future and second pari passu charge on the entire current assets of Motherson Sumi Systems Limited. These are also secured by way of deposit of title deeds of specified properties.

1) Rs. Nil (Previous year : Rs 46 million) is fully repaid during the current year as per repayment schedule, carrying interest rate of 3 month uS $ Libor + 37.5bps

2) Rs. Nil (Previous year : Rs 29 million) is fully repaid during the current year as per repayment schedule, carrying interest rate of 3 month uS $ Libor + 200bps

3) Rs. Nil (Previous year : Rs 43 million) is fully repaid during the current year as per repayment schedule, carrying interest rate of 3 month uS $ Libor + 200bps

4) Rs. 367 million (Previous year : Rs. 439 million) is repayable in remaining 5 half yearly instalments till August 2018, carrying Interest rate of 6 month uS $ Libor + 205bps and from February 29, 2016 interest rate is 6 month uS $ Libor + 160 bps

5). Rs. 220 million (Previous year : Rs. 254 million) is repayable in remaining 4 half yearly instalments till February 2018, carrying Interest rate of 6 month uS $ Libor + 160bps

6) Rs. 55 million (Previous year : Rs 86 million) is repayable in remaining 3 half yearly instalments till August 2017, carrying Interest rate of 6 month uS $ Libor + 175bps

7) Rs. 441 million (Previous year : Rs 415 million) is repayable in remaining 4 half yearly instalments starting from March 2017 till September 2018, carrying Interest rate of 6 month uS $ Libor + 71.25bps

The applicable rate of interest in respect of these loans is within a range of 0.4% to 2% (Previous year : 0.4% to 2.5%) over 3 to 6 months uS$ Libor and 7.5% to 9.3 % (Previous year : 7.3% to 9.3%) in respect of loans hedged for swap contracts.



Nature of Security Terms of Repaymentii Loan amounting to Rs. 218 million (Previous year : Rs.

345 million) Secured against:1) General notarial bond to the value of ZAR 181 million plus additional costs over the movable assets of MSSL Global RSA Module Engineering Limited including its Durban plant, in favour of the Lender.2) The special notarial bond to the value of ZAR 95 million plus additional costs over the plant and equipment assets of the MSSL Global RSA Module Engineering Limited Durban funded using the Plant and Equipment Loan in favour of the Lender.3) a first mortgage bond over the property to the value of ZAR 80 million plus additional costs, in favour of the Lender.

Repayable in monthly installments commencing from October' 2014 till June' 2020.The applicable rate of interest is Prime Rate minus 3% as applicable in South Africa for first five years after which it will be adjusted to prime rate minus 0.1% thereafter.

iii Loan amounting to Rs. 28 million (Previous year : Rs. 42 million) secured by General Notarial Bond on assets of Vacuform 2000 Pty Ltd.

1). Rs. 12 million (Previous year : Rs. 18 million) is repayable in 60 equal monthly installments commenced from January 2015.

2) Rs. 16 million (Previous year : Rs. 24 million) is repayable 60 equal monthly installments commenced from March 2014.

The applicable rate of interest in respect of these loans is within a range of 7.5% to 12%

iv Loan amounting to Rs. Nil (Previous year : Rs. 520 million) secured by mortgage of land and plant and machinery of SMR Automotive Brasil Ltda.

The loan was fully repaid in December 2015.The applicable rate of interest is CDI (Inter Bank Deposit Certificate - Brasilian) + 4% spread per year.

v Loan amounting to Rs. 39 million (Previous year : Rs. 46 million). The loan is secured against mortgage of plant and machinery of SMP Deutschland GmbH.

Repayable in equal monthly installments commencing from November 2013.The applicable rate of interest is 5.92 %

vi Loan amounting to Rs. 14 million(Previous year : Rs. 16 million) secured against mortgage of plant and machinery of SMP Deutschland GmbH.

Repayable in monthly instalments starting from May 2014, ending in March 2019The applicable rate of interest is 5 %

vii Loan amounting to Rs. 300 million(Previous year : Rs. 227 million) secured by specified assets located at Boetzingen plant of SMP Deutschland GmbH.

Repayable in monthly instalments starting from January 2016, ending in June 2020.The applicable rate of interest is 2.75 %

viii Loan amounting to Rs. 10 million(Previous year : Rs. 10 million) secured against land and building of MSSL Japan.

Repayable in 57 quarterly installment starting from June 2015. The applicable rate of interest is Tibor + 0.95%

ix Loan amounting to Rs. 9 million (Previous year :Rs. 11 million) secured by pledge of the specific machinery by MSSL GMBH and future insurance receivables of debtors related to the same in favour of the Bank.

Repayable in monthly installments commencing from January 2014 until May 2019.The applicable rate of interest is 4.5%

x Loan amounting to Rs. 15 million (Previous year : Nil) secured by first mortgage on plant & machinery of Samvardhana Motherson Invest Deutschland GmbH

Repayable in one bullet payment in September 2025.The applicable rate of interest in respect of this loans is 2.2%

xi Loan amounting to Rs. 693 million (Previous year : Nil) secured by guarantee given by parent company Samvardhana Motherson Automotive Systems Group B.V.

Repayable two half yearly installments of Euro 0.75 million from September 2016 to March 2020.The applicable rate of interest in respect of this loans is Euribor + 1.55%

xii Loan amounting to Rs. 1 million (Previous year : Nil) secured against vehicle of Vacuform 2000 (Proprietary) Limited.

Rs.1 million (Previous year : Rs Nil ) is repayable in 60 instalments beginning from 01st November 2015.The applicable rate of interest in respect of this loans is South Africa Prime lending rate + 0.5%



Nature of Security Terms of Repaymentxiii) Loan amounting to Nil (Previous year : Rs. 1,453 million)

secured by stand by letter of credit (SBLC) issued by the IndusInd Bank on behalf of the Company to HSBC Mauritius in connection with the loan facility availed by Samvardhana Motherson holding (M) Pvt Ltd. Further, SBLC is secured by pledge of Nil (Previous year : 10 million) shares of Motherson Sumi Systems Ltd.

The loan is fully repaid during the current year as per repayment schedule.The applicable rate of interest is 6 month Libor + 1.9%

xiv) Loan amounting to Rs. 14 million (Previous year : Rs. 12 million) secured by:First charge by way of hypothecation of all existing and future movable fixed and current assets of Motherson Molds and Diecasting Limited.

Repayable in financial year 2016-17The applicable rate of interest is 1.97%

xv) Loan Amounting to Rs. 1,583 million (Previous year : Nil). secured by corporate guarantee given by the Company in respect of facility availed by Samvardhana Motherson Holding (M) Pvt Ltd. Further, Loan facility is secured by pledge of 12,500,000 (Previous year : Nil) equity shares of Motherson Sumi Systems Ltd. held by the Company and charge on its assets by way of Hypothecation over current account no. 916020013180296 held with Axis Bank Limited, Sector 16, Noida Branch.

Repayable on or before March 2019The applicable rate of interest is 6 month Euribor + 1.9%

Long term Indian Rupee Loans from Other than Banks include:i) Loan amounting to Rs. 41 million (Previous year : Rs. 45

million) secured by against land acquired from NOIDA authority under installment plan by SMR Automotive Systems India Limited.

Repayable in 16 half yearly installments commencing from December 2014.The applicable rate of interest is 11%

ii) Loan amounting to Rs. 22 million (Previous year : Nil) \for the purchase of Investment Property and is secured by that investment property of Motherson Sumi Systems Limited.

Repayable remaining in 49 monthly instalments till March 2020 carrying Interest rate of 10.40 %

iii) Loan amounting to Nil (Previous year : Rs. 702 million ) secured by :- First Paripasu Charge by way of equitable/regd mortgage on the entire land of the project.- First Paripasu Charge by way of Hypothecation on all movable assets of Motherson Auto Solutions Limited. both present and future.- Letters of comfort from Sojitz corporation Japan and Samvardhana Motherson International Limited as per their respective share holding in the company.- Irrevocable and unconditional corporate guarantee from SMIL covering the facility amount , till security is created and perfected- Trust and retention account(TRA) to be opened with a designated bank acceptable to ABFL, through which all sale proceeds and other receivables of the project including equity infusion and debt disbursements shall be routed.- First pari-passu charges on the TRA account and other reserves and other bank accounts of the borrower

The loan is fully repaid during the current year as per repayment schedule.Interest paid monthly at Axis Bank Base rate (10.25% for the year) +3%

iv) Loan from a finance company amounting to Rs. NIL (Previous year : Rs. 150 million) has been secured by pledge of NIL (Previous year : 749,085) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repaid in a single instalment in Feb 2016, carrying 12% p.a. interest paid monthly



Nature of Security Terms of Repaymentv) Loan from a finance company amounting to Rs. NIL

(Previous year : Rs. 200 million) had been secured by pledge of NIL (Previous year : 1,149,999) equity shares held in Motherson Sumi Systems Limited. Margin of 1.75 times to be maintained, further guaranteed by Promoter.

Repaid in a single instalment in May 2015, carrying 11.25% p.a. interest paid monthly

vi) Loan from finance Company amounting to Rs. 1,147 million (Previous year : Rs. 250 million) has been secured by:- Pari-passu charge on the entire movable and immovable assets of Motherson Auto Solutions Limited- Corporate guarantee from the Company covering the facility amount.

Repayment in 18 equal quarterly instalments beginning from June 2016. 12.75% p.a. interest to be paid monthly.

Long term Foreign Currency Loans from Other than Banks include:

Loan amounting to .Nil (Previous year : Rs. 26 million) secured against Mortgage of the plant.

The loan is fully repaid during the current year as per repayment schedule.The applicable rate of interest is 5.1%

Foreign Currency Finance Lease Liabilities Other than Banks include:

Finance Leases amounting to Rs. 1,045 million (Previous year : Rs. 1,271 million) are secured by hypothecation of assets underlying the leases.

Rs. 36 million (Previous year :Rs. 16 million) repayable in monthly installments.Rs. 638 million (Previous year : Rs. 975 million) repayable in quarterly installments.Rs.371 million (Previous year : Rs. 280 million) repayable in monthly installments.The applicable rate of interest in respect of foreign currency finance lease liabilities is withim the range of 2.95% to 10%

Debenturei) Nil (Previous year : 200), 5% redeemable non convertible

debentures having face value of Rs. 10 million each agreegating to Rs. Nil (Previous year Rs 2,000 million) (75 debentures allotted on November 21, 2013 and 125 debentures allotted on December 3, 2013) have been secured by pledge of NIL (Previous year : 10,050,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.75 time to be maintained.

75 NCDs redeemed in single instalment in November 2015 and 125 NCDs in December 2015.Redemption on 7.5% premium over face value calculated on the basis of 12.5% YTM compounding annually.

ii) 100 (Previous year : 100), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 1,000 million allotted on February 20, 2014 have been secured by pledge of 9,993,571 (Previous year : 5,150,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

Redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually. NCDs are due for redemption in February 2017.

150 (Previous year : 450), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 1,500 million (Previous year : 4,500 million) allotted on March 26, 2014 have been secured by pledge of 15,667,890 (Previous year : 23,500,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

Series A:150 NCDs redeemed in single instalment in September 2015. Redemption on 12% premium over face value calculated on the basis of 12% YTM compounding annually.Series B: 150 NCDs redeemed in single instalment in March 2016. Redemption on 12.25% premium over face value calculated on the basis of 12.25% YTM compounding annually.Series C: 150 NCDs redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually. NCDs are due for redemption in March 2017.



Nature of Security Terms of Repayment200 (Previous year : Nil), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on November 17, 2015 have been secured by pledge of 16,400,000 (Previous year : NIL) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchnage.

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

200 (Previous year : Nil), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on November 30, 2015 have been secured by pledge of 16,700,000 (Previous year : NIL) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

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

200 (Previous year : Nil), 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on March 3, 2016 have been secured by pledge of 16,000,000 (Previous year : NIL) equity shares held in Motherson Sumi Systems Limited. Margin of 1.75 times to be maintained

Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually. NCDs are due for redemption in September 2017.

41/8% Senior Secured Notes Due 2021

i) Loan amounting to Rs. 37,690 million (Previous year : Rs. 33,529 million) secured by:a. Guarantee given by some of the material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.b. 100% share pledge of material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.c. Assets security given by some subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.

The Notes bear interest at a rate of 4.125% payable semi-annually on 15th January and 15th July of each year and will mature on 15th July, 2021.The Notes carry a prepayment option and as per the terms of the indenture, the company may at any time on or after 15th July, 2017, redeem all or part of the Notes by paying the redemption prices set forth in the indenture. Prior to 15th July, 2017, the Subsidiary is entitled at its option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to July 15, 2017, the Subsidiary may redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings.

3.7% Senior Secured Notes Due 2025i) Loan amounting to Rs. 7,538 million (Previous year : Nil)

secured by:a. Guarantee given by some of the material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.b. 100% share pledge of material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.c. Assets security given by some subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.

The Notes bear interest at a rate of 3.70% payable annually on 18th June each year and will mature on 18th July, 2025.The Notes carry a prepayment option and as per the terms of the indenture the Subsidiary may at any time on or after June 18, 2025, redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to June 18, 2025, the subsidiary may redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings.

(b) Terms of repayment for unsecured borrowings:Unsecured Rupee Term Loans from Banks -

Loan amounting to Rs. 3 million (Previous year : Rs. 2 million)

Repayable in 10 equal half yearly installments commencing from April 2016.The applicable rate of interest is within range of 9.75% to 10.00%.



Nature of Security Terms of RepaymentUnsecured Foreign Currency Term Loans from Banks - i) Loan amounting to Rs. 163 million (Previous year : Rs.

308 million). Motherson Sumi Systems Limited has given a negative lien on the assets purchased out of the said facility.

Repayable entirely in January 2017 carrying interest rate of 6 month uS $ month Libor + 200bps

ii) Loan amounting to Rs. 27 million (Previous year : Rs. 26 million)against:1) Negative lien on pledge of shares of operating subsidiaries of Samvardhana Motherson Reflectec Group Holdings Limited2) Negative lien on assets of operating subsidiaries for any loan availed in operating subsidiaries of SMR over and above Euro 30 million on consolidated basis.3) undertaking from the Company and Motherson Sumi Systems Limited that they would not reduce their shareholding in SMR below 75%.

Repayable in 16 quarterly installments commencing from January 2016The applicable rate of interest is 1.5%

iii) Loan amounting to Rs. 40 million (Previous year : Rs. 52 million).

Loan amounting to Rs. 29 million (Previous year : Rs. 34 million) carrying interest rate of 5.60%, repayable in monthly installments upto April, 2019.Loan amounting to Rs. Nil (Previous year : Rs. 18 million) fully repaid in February 2016 carrying interest rate of 1.15%Loan amounting to Rs. 11 million (Previous year : Rs. Nil) Repayable in 55 equal monthly installments (after 5 months moratorium) until February 2021carrying interest rate of 1.15%

iv) Loan amounting to Rs. 34 million (Previous year : Rs. 42 million).

Repayable in equal monthly installments commencing from September 2014.The applicable rate of interest is 5.6 %

v) Loan amounting to Rs. 18 million (Previous year : Rs. 22 million).

Repayable in equal monthly installments commencing from September 2014.The applicable rate of interest is 5.6 %

vi) Loan amounting to Rs. 264 million (Previous year : Rs. 249 million).

Repayable in 9 equal half yearly instalment from 36 month from date of each drawdown.The applicable rate of interest is libor plus 1.2%

vii) Loan amounting to Nil (Previous year : Rs. 268 million). Letter of comfort issued by the Company.

The loan is fully repaid during the current year as per repayment schedule.The applicable rate of interest is Eonia + 300bps

viii) Loan amounting to Rs. 528 million (Previous year : Nil) Repayable in equal half yearly installments from March 18 to March 21.The applicable rate of interest is Euro Libor +297 bps

Unsecured Indian Rupee Loans from Other than Banks -

Loan amounting to Rs. 1 million (Previous year : Rs. 1 million) are 5.00% non cumulative preference shares allotted to joint venturer, compulsorily convertible into equity shares of KIML at the end of 20 years from the date of issue i.e. 24th March 2010.Interest free loan of Rs. 19 million (Previous year : Nil) is repayable in November 2022 entirely in one instalment, against which the bank guarantee is furnished by the Motherson Sumi Systems Limited.Loan amounting to Nil (Previous year : Rs. 9 million)



Nature of Security Terms of RepaymentUnsecured Foreign Currency Loans from Other than Banks -

Loan amounting to 0* (Previous year : Rs. 1 million) repayable in half yearly installments until June 2016 carrying interest rate of 2.32%Loan amounting to Rs. 16 million (Previous year : Rs. 17 million) with no fixed repayments terms carrying interest rate of 8.5%Loan amounting to Rs. 249 million (Previous year : Rs. 265 million) repayable in quarterly installments until June 2025.Loan amounting to Rs. 44 million (Previous year : Rs. 41 million) repayable in 10 yearly installments commencing from 2074.Loan amounting to Rs. 35 million (Previous year : Rs. 30 million ) repayable in various installments starting after 4 years to be repaid in 10 years with final maturity in 2026 carrying interest rate of 5%Loan amounting to Rs. 38 million (Previous year : Rs. 2 million) repayable in various installments starting after 1 years to be repaid in 12 years carrying interest rate of 5%Loan amounting to Rs. 29 million (Previous year : Rs. 25 million) repayable in half yearly installments upto March 2024.Loan amounting to Rs.297 million (Previous year : Rs. 271 million) repayable in yearly installments upto May, 2024.Loan amounting to Rs. 5 million (Previous year : 7 million) repayable in quarterly installments upto September, 2017 carrying interest rate of 4.15%Loan amounting to Rs. 55 million (Previous year : 60 million) repayable in quarterly installments upto May, 2020 carrying interest rate of 4% Loan amounting to Rs. 18 million (Previous year : 27 million) repayable in monthly installments upto September, 2017 carrying interest rate of 4%

Unsecured Finance lease Other than Banks - Loan amounting to Nil (Previous year : Rs. 0* million) has been fully repaid during the current year, carrying interest rate of 10.82%.

Unsecured Indian Rupee Loans from Related Party - Loan amounting to Rs. 85 million (Previous year : Rs. 72 million) repayable upto March 2017.The applicable rate of interest is Bank rate + 0.25% Loan amounting to Rs. 7 million (Previous year : Rs. 7 million) repayable upto June' 2016 carrying interest rate of LIBOR (Japanese Yen) - 6 months plus 0.15% Loan Amounting to Rs. 50 million (Previous year : Rs 42 million) payable on 20th Feb 2016.The applicable rate of interest is Bank rate + 0.25%



Nature of Security Terms of RepaymentUnsecured Foreign Currency Loans from Related Party -

Loan amounting to Rs. Nil (Previous year : Rs. 19 million) has been fully converted into share capital March 2016.The applicable rate of interest was Euribor plus 250 bais point. Loan amounting to Nil (Previous year : Rs. 4 million) has been fully converted into share capital March 2016.The applicable rate of interest was Euribor plus 250 bais point. Loan amounting to Nil (Previous year : Rs. 2 million) has been fully converted into share capital March 2016.The applicable rate of interest was Euribor plus 250 bais point. Loan amounting to Nil (Previous year : Rs. 2 million) has been fully converted into share capital March 2016.The applicable rate of interest was Euribor plus 250 bais point. Loan amounting to Nil (Previous year : Rs. 6 million) has been fully converted into share capital March 2016.The applicable rate of interest was Euribor plus 250 bais point. Loan amounting to Rs. 6 million (Previous year : Rs. 6 million) repayable in March 2016.The applicable rate of interest is Euribor plus 250 bais point. Loan amounting to Rs. 128 million (Previous year : Rs. 115 million) rapayble in October 31, 2016The applicable rate of interest is Euribor plus 250 bais point. Loan amounting to Rs. 4 million (Previous year : Rs.3 million) repayable in September 2016.The applicable rate of interest is Euribor plus 250 bais point. Loan amounting to Rs. 6 million (Previous year : Rs. 5 million) repayable in December 2016.The applicable rate of interest is Euribor plus 250 bais point. Loan amounting to Rs. 6 million (Previous year : Rs. 48 million) repayable in December 2016.The applicable rate of interest is Euribor plus 250 bais point. Loan amounting to Rs. 9 million (Previous year : Rs. 8 million) repayable upto June, 2017.Interest EuRIBOR 6M + 250 Basis Points Loan amounting to Rs. 127 million (Previous year : Rs. 166 million) with no repayments. Interest: LIBOR 6M + 350 Basis Points



6 Deferred Tax Liabilities (Net)

As AtMarch 31, 2016

As AtMarch 31, 2015

Deferred tax LiabilitiesDepreciation 1,649 1,440 Others 143 93 Less:Deferred tax assetsEmployee benefits (4) (1)Others - (84)Total 1,788 1,448

Deferred Tax Assets and Deferred Tax Liabilities have been offset to the extent they relate to the same governing taxation laws.

7 Other Long-Term Liabilities

As AtMarch 31, 2016

As AtMarch 31, 2015

Trade payables * 0 1 Other Payables:Advance from customers 92 465 unearned revenue 1,274 1,553 Retention money 13 4 Security deposit received 41 37 Advance recovery from employees 44 39 Premium on redemption of debentures (Refer Note 48) 167 372 Others 76 40 Total 1,707 2,511


8 Long-Term Provisions

As AtMarch 31, 2016

As AtMarch 31, 2015

i) Provision for employee benefits - Gratuity & Pensions (Refer Note 37) 1,234 1,114 - Compensated absences (Refer Note 37) 214 176 - Longevity / Jubilee bonus 173 133 - Others 636 544

ii) Other Provisions (Refer Note 44) - for Warranties 99 94 - for Litigations 56 97 Total 2,412 2,158



9 Short-Term Borrowings

As AtMarch 31, 2016

As AtMarch 31, 2015

Secured:i) Loans repayable on demand- from banks

- Rupee Loan1 577 451 - Foreign Currency Loan2 5,594 4,196

ii) Other short term loans - from banks - Rupee Loan3 222 - - Foreign Currency Loan4 762 989

iii) Other short term loans - from others - Rupee Loan5 1,000 500

Unsecured:i) Loans repayable on demand- from banks

- Rupee Loan 338 167 - Foreign Currency Loan 149 271

ii) Other short term loans - from banks - Rupee Loan 42 42

iii) Other short term loans - from others - Commercial Paper 789 -

iv) Loans and advances from related parties 310 - Total 9,783 6,616

Nature of Security for secured borrowings:

1. Rs. 78 million (Previous year : Rs. 74 million) secured by first pari passu charge on entire current assets of the Motherson Sumi Systems Limited including receivables, both present and future and second pari passu charge over the fixed assets of the Company including equitable mortgage of specified properties are repayable on demand.

Nil (Previous year : Rs. 10 million) secured by first charge by way of hypothecation of all stocks and book debts and by second charge on plant & machinery and other immoveable property both present and future of Kyungshin Industrial Motherson Limited.

Rs.64 million (Previous year : Rs. 38 million) secured by first pari-passu charge both present and future on all current assets of SMR Automotive Systems India Limited.

Rs.85 million (Previous year : Rs. Nil) secured by first pari-passu charge both present and future on all current assets of SMR Automotive Systems India Limited.

Rs. 32 million (Previous year : Rs. 25 million) primary secured by way of first charge over entire current assets of Fritzmeier Motherson Cabin Engineering Ltd. on pari-passu basis with SBI and Collateral charge on the residual fixed assets of Fritzmeier Motherson Cabin Engineering Ltd., second charge on fixed assets exclusively charged to SBI subject to exclusive first charge in favour of SBI.

Rs. 39 million (Previous year : Rs. 27 million) primary secured by pari passu first charge with DCB on the entire stock of raw material, semi finished and finished goods, consumables, packing material, spares, stores and other current assets along with assets secured for term loans and Collateral secured by second charge on the current assets of Fritzmeier Motherson Cabin Engineering Ltd charged to DCB.

Rs. 68 million (Previous year : Rs. 61 million) secured by exclusive charge on all current assets and immovable & movable fixed assets of Motherson Advanced Tooling Solutions Limited, both present and future and Corporate Guarantee given by the Company.

Rs. 173 million (Previous year : Rs. 70 million) primary secured by hypothecation of entire current assets of Motherson Infotech and Design Limited including receivables, both present and future and Collateral secured by equitable mortgage of land/building (plot measuring 19191.58 sq. meters) located at C-26, Sector-62, Noida.

Nil (Previous year : Rs. 1 million) primary secured by first charge by way of hypothecation of all existing and future movable fixed and current assets of Motherson Moulds & Diecasting Ltd.

Rs.38 million (Previous year : Rs. 55 million) Secured by exclusive first charge on Current Asset of Magneti Marelli Motherson Auto Systems Limited, both present & future. Collateral charge on Fixed Assets of Magneti Marelli Motherson Auto Systems Limited, both present & future. Comfort Letter Issued by Samvardhana Motherson Finance Services Cyprus Limited & Magneti Marelli, Spa Italy.



Nil (Previous year : Rs. 90million) secured against hypothecation of inventory and book debts and Corporate Guarantee of Magneti Marelli Motherson Shock Absorbers India Private Limited and corporate guarantee given by Magneti Marelli SPA.

2. Rs. 722 million (Previous year : Rs. 761 million) secured by charge on the inventory and receivables of the MSSL Wiring Systems Inc.

Rs. 73 million (Previous year : Rs. 63 million) secured by first pari passu charge on entire current assets of MSSL Mexico S.A. De C.V. including receivables, both present and future and second pari passu charge over the fixed assets of the MSSL Mexico S.A. De C.V. including equitable mortgage of specified properties.

Nil (Previous year : Rs. 2,280 million ) secured by first pari passu charge on entire current assets of the SMP Deutschland GmbH including receivables, both present and future and second pari passu charge over the fixed assets of SMP Deutschland GmbH including equitable mortgage of specifie d properties.

Rs. 1,014 million (Previous year : Rs. 803 million ) secured by first pari passu charge on entire current assets of the SMP Automotive Systems Mexico S.A. de C.V. including receivables, both present and future and second pari passu charge over the fixed assets of the SMP Automotive Systems Mexico S.A. de C.V. including equitable mortgage of specified properties.

Rs.139 million (Previous year : Rs. 147 million) represents carved out ancillary limit as per the Revolving Faciliity Agreement and is secured by same collateral that secure the 41/8% senior secured note.

Rs. 3,511 million (Previous year : Nil ) secured over the inventory and receivables of SMP Automotive Systems Mexico S.A. de C.V.

Rs. 123 million (Previous year : Nil ) secured over the inventory and receivables of SMP Automotive Interiors (Beijing) Co. Ltd.

Rs. 12 million (Previous year : Nil) First Charge by way of hypothecation of all existing and future movable fixed and current assets of Motherson Molds and Diecasting Limited.

Nil (Previous year : Rs. 142 million) represents carved out ancillary limit as per the Revolving Faciliity Agreement and is secured by same collateral that secure the 41/8% senior secured note.

3. Rs. 222 million (Previous year : Rs. Nil) secured by first pari passu charge on entire current assets of the Motherson Sumi Systems Limited including receivables, both present and future and second pari passu charge over the fixed assets of the Motherson Sumi Systems Limited including equitable mortgage of specified properties.

4. Rs. 30 million (Previous year : Rs. 2 million) secured by documents of title to goods/ accepted Bills, omnibus counter guarantee of the Magneti Marelli Motherson Auto Systems Limited and by exclusive first charge on current asset of the Magneti Marelli Motherson Auto Systems Limited, both present & future. Collateral charge on fixed assets of the Magneti Marelli Motherson Auto Systems Limited, both present & future. Comfort Letter Issued by Samvardhana Motherson Finance Services Cyprus Limited & Magneti Marelli, Spa Italy for cash credit facility.

Nil (Previous year : Rs. 275 million) secured by first pari passu charge on entire current assets of the Motherson Sumi Systems Limited including receivables, both present and future and second pari passu charge over the fixed assets of the Motherson Sumi Systems Limited including equitable mortgage of specified properties.

Rs. 730 million (Previous year : Rs. 712 million) secured by Corporate Guarantee of SMR Poong Jeong Automotive Mirrors Korea Ltd.

Rs.0* million (Previous year : Rs. Nil ) secured over the inventory and receivables of Motherson Electrical Wires Lanka Private Limited.

Rs.2 million (Previous year : Rs. Nil ) secured over the inventory and receivables of Motherson Elastomers Pty. Ltd.

5. Loan from a finance company amounting to Rs. 1000 million (Previous year : Rs. 500 million) has been secured by pledge of 10,194,500 (Previous year : 3,063,000) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

(Short-term borrowings carry interest rate ranging from 1.6% to 15.75% and in case where the interest is linked to Libor the spread ranges between 1.50 to 1.75%).

10 Trade Payables

As AtMarch 31, 2016

As AtMarch 31, 2015

Total outstanding dues of micro and small enterprises and 25 14 Total outstanding dues of creditors other than micro and small enterprises - Acceptances - - - Others 51,917 45,443 Total 51,942 45,457



11 Other Current Liabilities

As AtMarch 31, 2016

As AtMarch 31, 2015

Other current liabilities - Current maturities of long term debt (Refer Note 5) 4,648 7,680 - Current maturities of finance lease obligations (Refer Note 5) 532 525 - Interest accrued but not due on borrowings 725 456 - Interest accrued and due on borrowings 4 2 - unearned revenue 2,207 2,069 - unpaid dividends 1 15 6 - Employee benefits payable 5,658 4,502 - Statutory dues payable 4,200 3,489 - Advances received from customers 5,706 4,986 - Security Deposit Received 2 10 - Advance recovery from employees 19 24 - Deferred Income related to future extra cost 2 - 613 -Premium on Redemption of Debentures (Refer Note 48) 726 600 - Others 2,246 2,029 Total 26,688 26,991

1 There are no amounts due for payment to the Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year end.*

2 Being insurance proceeds received against business interruption costs to be incurred in future resulting from fire accident at SMP Automotive Technology Iberica S.L. plant at Barcelona, Spain

* Section 125 of Companies Act, 2013 which corresponds to Section 205C of Companies Act, 1956 has not yet been

enforced.

12 Short-Term Provisions

As AtMarch 31, 2016

As AtMarch 31, 2015

i) Provision for employee benefits - gratuity and pensions (Refer Note 37) 87 72 - compensated absences1 77 56 - restructuring/ severence costs 178 - - others 54 28

ii) Other Provisions - for warranties (Refer Note 44) 1,139 806 - for other litigations (Refer Note 44) 156 112 - for onerous contracts (Refer Note 44) 10 9 - for dividend in consolidated companies 11 36 - for dividend tax in consolidated companies 2 7 - for income tax (Net of advance income tax) 2 647 582 - for wealth tax - 1 - others 160 89 Total 2,521 1,798

1 Rs. 45 million (Previous year : Rs 30 million) include provision for unused entitlement of compensated absences in the nature of short term employee benefits.

2 Advance income tax and provision for tax has been offset to the extent they relate to the same governing taxation laws.



13

Fixe

d A

sset

s (C

urre

nt y

ear)

(

Ref

er N

ote

2.4,

2.5

and

2.7

)

Par

ticul

ars

GRO

SS B

LOCK

D

EPRE

CIAT

ION

/ AM

ORTI

ZATI

ON

NET

BLO

CK

As

at

Mar

ch 3

1,

2015

Add

ition

s o

n ac

coun

t of

acqu

isiti

on4

Add

ition

s du

ring

the

year

Del

etio

ns /

Sal

e/

Adj

ustm

ents

Othe

r Ad

just

men

tEx

chan

ge

Tran

slat

ion

Adju

stm

ent

Othe

r Ad

just

men

t De

letio

ns /

Sal

e/

Adju

stm

ents

Tota

l as

at

Mar

ch 3

1,

2016

As a

t M

arch

31,

20

15

Addi

tions

on

ac

coun

t of

acqu

isiti

on

Depr

ecia

tion /

Amor

tizat

ion

for t

he y

ear2a

,

2b &

3

Depr

eciat

ion/

Amor

tizati

on

on D

eletio

ns

/ Sale

/Ad

justm

ents

Othe

r Ad

justm

ent

Exch

ange

Tr

ansl

atio

n Ad

just

men

t Ot

her

Adju

stm

ent

Depr

ecia

tion/

Am

ortiz

atio

n on

Del

etio

ns

/ Sal

e/Ad

just

men

ts

Tota

l as

at

Mar

ch 3

1,

2016

As a

tM

arch

31,

20

16

Tan

gibl

e As

sets

O

wn A

sset

s L

ease

hold

Lan

d 1

,362

-

260

3

7 -

393

1,9

78

168

-

43

1

- 3

5 2

45

1,7

33

Fre

ehol

d La

nd

4,8

39

- 8

63

198

-

76

5,5

80

- -

- -

- -

- 5

,580

L

ease

hold

impr

ovem

ents

3

48

- 2

9 3

7 -

4

344

1

44

- 3

7 8

-

5

178

1

66

Bui

ldin

g 1

8,67

2 -

4,6

30

38

(17)

693

2

3,94

0 5

,287

-

885

2

7 (1

6)

(141

) 5

,988

1

7,95

2 P

lant

& M

achi

nery

6

9,84

9 -

13,

612

5,97

7 1

8 1

,540

8

7,91

6 4

4,76

7 -

7,4

27

849

16

4,1

61

55,

522

32,

394

Fur

nitu

re &

fixt

ures

3

,960

-

903

2

4 1

6 3

60

5,2

15

2,6

05

- 7

77

50

35 1

81

3,5

48

1,6

67

Offi

ce e

quip

men

ts

1,0

66

- 8

3 2

1 (1

6) 9

0 1

,202

8

20

- 8

4 2

4 (3

5) 9

6 9

41

261

C

ompu

ters

* 2

,072

0

2

38

122

(1

) 1

66

2,3

53

1,7

18

0

183

1

05

- 1

94 1

,990

3

63

Veh

icle

s 4

49

- 4

6 8

7 -

19

427

3

27

- 4

6 7

8 -

10

305

1

22

Tot

al (A

) 1

02,6

17

0

20,

664

2,1

04

- 7

,778

128

,955

5

5,83

6 0

9

,482

1

,142

4

,541

68,

717

60,

238

Ass

ets

Take

n on

Fin

ance

Lea

se

Bui

ldin

g 1

,391

-

- -

- 1

57

1,5

48

359

-

32

- -

42

433

1

,115

P

lant

& M

achi

nery

2

,628

-

248

7

94

- 2

04

2,2

86

1,4

82

- 1

67

374

-

149

1,4

24

862

F

urni

ture

& F

ixtur

es

14

- 4

-

- 1

19

9

- 2

-

- -

11

8

Offi

ce e

quip

men

ts*

0

- -

- -

- 0

-

- -

- -

- -

0

Com

pute

rs

7

- -

- -

- -

7

7

- -

- -

- 7

-

Tot

al (B

) 4

,040

-

252

7

94 -

362

3,8

60

1,8

57

- 2

01

374

- 1

91

1,8

75

1,9

85

TOT

AL T

ANGI

BLE

ASSE

TS

(A+B

) 1

06,6

57

0

20,

916

2,8

98

8,1

40 1

32,8

15

57,

693

0

9,6

83

1,5

16

- 4

,732

7

0,59

2 6

2,22

3

Inta

ngib

le A

sset

s G

oodw

ill on

Acq

uisit

ion

& Co

nsol

idat

ion

12,

047

598

-

141

-

342

12,

846

26

- 5

53

- -

- 5

79

12,

267

Tech

nica

l Kno

whow

fees

2

80

- 7

0 -

(29)

17

338

2

25

- 3

2 5

(2

7) 1

7 2

42

96

Bus

ines

s &

Com

mer

cial

Rig

hts

101

-

24

10

- 7

122

8

0 -

16

10

- 4

9

0 3

2 In

telle

ctua

l pro

perty

righ

ts

449

-

- 3

-

56

502

3

45

- 3

1 3

-

45

418

8

4 S

oftw

are*

1

,954

-

252

7

2

9 1

80

2,4

08

1,5

19

- 2

55

0

27

150

1

,951

4

57

TOT

AL IN

TANG

IBLE

ASS

ETS

14,

831

598

3

46

161

-

602

1

6,21

6 2

,195

-

887

1

8 -

216

3,2

80

12,

936



Par

ticul

ars

GRO

SS B

LOCK

D

EPRE

CIAT

ION

/ AM

ORTI

ZATI

ON

NET

BLO

CK

As

at

Mar

ch 3

1,

2014

Add

ition

s o

n ac

coun

t of

acqu

isiti

on4

Add

ition

s du

ring

the

year

Del

etio

ns /

Sal

e/

Adj

ustm

ents

Othe

r Ad

just

men

tEx

chan

ge

Tran

slat

ion

Adju

stm

ent

Othe

r Ad

just

men

t De

letio

ns /

Sal

e/

Adju

stm

ents

Tota

l as

at

Mar

ch 3

1,

2015

As a

t M

arch

31,

20

14

Addi

tions

on

ac

coun

t of

acqu

isiti

on

Depr

ecia

tion /

Amor

tizat

ion

for t

he y

ear2a

,

2b &

3

Depr

eciat

ion/

Amor

tizati

on

on D

eletio

ns

/ Sale

/Ad

justm

ents

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r Ad

justm

ent

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ange

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ansl

atio

n Ad

just

men

t Ot

her

Adju

stm

ent

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ecia

tion/

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ortiz

atio

n on

Del

etio

ns

/ Sal

e/Ad

just

men

ts

Tota

l as

at

Mar

ch 3

1,

2015

As a

tM

arch

31,

20

15

Fix

ed A

sset

s (P

revi

ous

Year

) T

angi

ble

Asse

ts

Own

Ass

ets

Lea

seho

ld L

and

1,0

80

122

3

13

44

- (1

09)

1,3

62

170

2

3 1

2 7

-

(30)

168

1

,194

F

reeh

old

Land

3

,896

4

97

381

9

-

74

4,8

39

- -

- -

- -

- 4

,839

L

ease

hold

impr

ovem

ents

1

46

173

4

0 -

- (1

1) 3

48

95

28

33

- -

(12)

144

2

04

Bui

ldin

g 1

5,83

4 3

,083

2

,630

2

-

(2,8

73)

18,

672

4,5

90

867

6

94

(2)

- (8

66)

5,2

87

13,

385

Pla

nt &

Mac

hine

ry

63,

169

11,

480

7,6

23

1,4

50

3

(10,

976)

69,

849

41,

250

7,0

12

5,4

97

1,1

33

40

(7,8

99)

44,

767

25,

082

Fur

nitu

re &

fixt

ures

* 2

,668

7

05

623

2

55

0

219

3

,960

1

,763

3

39

488

2

60

4

271

2

,605

1

,355

O

ffice

equ

ipm

ents

* 1

,425

2

25

69

21

(0)

(632

) 1

,066

1

,152

1

65

109

9

(2

) (5

95)

820

2

46

Com

pute

rs

2,4

74

457

1

51

238

-

(772

) 2

,072

2

,199

3

54

173

2

33

- (7

75)

1,7

18

354

V

ehic

les

438

7

9 4

1 7

2 -

(37)

449

3

00

58

62

67

- (2

6) 3

27

122

T

otal

(A)

91,

130

16,

821

11,

871

2,0

91

3

(15,

117)

102

,617

5

1,51

9 8

,846

7

,068

1

,707

4

2 (9

,932

) 5

5,83

6 4

6,78

1 A

sset

s Ta

ken

on F

inan

ce L

ease

B

uild

ing

1,4

00

245

-

- -

(254

) 1

,391

3

21

57

37

- -

(56)

359

1

,032

P

lant

& M

achi

nery

3

,056

5

30

100

5

18

- (5

40)

2,6

28

1,5

14

276

2

15

165

-

(358

) 1

,482

1

,146

F

urni

ture

& F

ixtur

es

8

1

5

8

- 8

1

4 8

1

1

8

-

7

9

5

Offi

ce e

quip

men

ts*

2

0

- -

- (2

) 0

2

-

- -

- (2

) -

0

Com

pute

rs

6

1

- -

- -

7

6

1

- -

- -

7

- V

ehic

les

- -

- -

- -

- -

- -

- -

- -

- T

otal

(B)

4,4

72

777

1

05

526

-

(788

) 4

,040

1

,851

3

35

253

1

73

- (4

09)

1,8

57

2,1

83

TOT

AL T

ANGI

BLE

ASSE

TS

(A+B

) 9

5,60

2 1

7,59

8 1

1,97

6 2

,617

3

(1

5,90

5) 1

06,6

57

53,

370

9,1

81

7,3

21

1,8

80

42

(10,

341)

57,

693

48,

964

Inta

ngib

le A

sset

s G

oodw

ill on

Acq

uisit

ion

& Co

nsol

idat

ion

8,2

29

467

38

77 -

- (5

26)

12,

047

25

- 1

-

- -

26

12,

021

Tech

nica

l Kno

whow

fees

3

36

96

6

28

- (1

30)

280

2

03

71

28

22

- (5

5) 2

25

55

Bus

ines

s &

Com

mer

cial

Rig

hts

71

3

35 -

- (8

) 1

01

67

3

16

- -

(6)

80

21

Inte

llect

ual p

rope

rty ri

ghts

7

60

172

-

359

-

(124

) 4

49

481

8

4 3

2 1

64

- (8

8) 3

45

104

S

oftw

are

1,2

07

176

35

8 1

4 -

227

1

,954

8

99

129

2

46

(41)

- 2

04

1,5

19

435

T

OTAL

INTA

NGIB

LE A

SSET

S 1

0,60

3 9

14

4,2

76

401

-

(561

) 1

4,83

1 1

,675

2

87

323

1

45

- 5

5 2

,195

1

2,63

6

1 In

clud

es N

il (P

revi

ous

year

Rs.

38

mill

ion)

on

acco

unt o

f cha

nge

in e

stim

ated

use

ful l

ife b

ased

on

inte

rnal

tech

nica

l ass

essm

ent.

Furth

er, r

emai

ning

am

ount

per

tain

to re

clas

sific

atio

ns.

2a In

clud

es im

pairm

ent l

oss

amou

ntin

g to

Rs.

1 m

illio

n (P

revi

ous

year

Rs.

1 m

illio

n) re

cogn

ised

dur

ing

the

year

(Ref

er N

ote

31).

2b D

epre

ciat

ion

incl

udes

Impa

irmen

t. In

resp

ect o

f cer

tain

fixe

d as

sets

of o

ne s

tep

dow

n su

bsid

iary

of M

othe

rson

Sum

i Sys

tem

s Li

mite

d am

ount

ing

to R

s. 1

343

mill

ion

(Pre

viou

s ye

ar: N

il) (R

efer

Not

e 52

) and

goo

dwill

aris

ing

on c

onso

lidat

ion

of M

othe

rson

Sin

term

etal

Tec

hnol

ogy

Lim

ited

amou

ntin

g to

Rs.

552

mill

ion

(Pre

viou

s ye

ar :

Nil)

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14 Non-Current Investments

As AtMarch 31, 2016

As AtMarch 31, 2015

Long-term investment:Trade Investment Property (at cost less accumulated depreciation)1

Cost of Buildings 639 662 Additions/(deletions):Additions on account of change in holding* 0 103 Additions during the year 3 - Exchange translation adjustment 68 (126)Gross Block 710 639 Accumulated depreciation:Opening balance 232 226 Additions/(deletions):Additions on account of change in holding* 0 39 Depreciation for the year 16 18 Exchange translation adjustment 29 (51)Net Block 433 407 Trade Investment (Unquoted, valued at cost)2

Investment in associates:i. Motherson Air Travel Agencies Ltd. 3

325,000 (Previous Year : 325,000) equity shares of Rs.10/- each fully paid upNet asset value as at the beginning of the year 114 Add: Share of profit/ (loss) for current year 9 123 114

ii. Saks Ancillaries Limited (held by MSSL)1,000,000 (Previous year : 1,000,000) equity shares of Rs 10/- each fully paid upNet asset value as at the beginning of the year 13 Add: Share of profit/ (loss) for current year* (0) 13 13

iii. Re-time Pty Limited (held by SMR)350 (Previous year : 350) equity shares of AuD 1/- each fully paid upNet asset value as at the beginning of the year 20 Add: Share of profit/ (loss) for current year (1)Add: Exchange difference 1 20 20 Others:Purpurin Grundstücksverwaltungsgesellschaft mbH & Co. Vermietungs KG (held by SMP)*

0 0

94 (Previous year : 94) equity shares of Euro 51.129 each fully paid upOther Investments (valued at cost, unless stated otherwise)Investment in equity instruments:Quoted:Ssangyong Motor Corporation (held by SMR) 9 9 18,040 (Previous Year : 18,040) equity shares of Euro 3.394 each fully paid upUnquoted:

i. MothersonSumi Infotech & Designs Ltd. (held by MSSL)Nil (Previous year : 1,250,000) 7% preference shares of Rs 10/- each fully paid up

- 5

1,200,000 (Previous year : 1,200,000) equity shares of Rs.10/- each fully paid up

5 5

ii. Motherson Air Travel Agencies Ltd. (held by MSSL)* 0 0



As AtMarch 31, 2016

As AtMarch 31, 2015

120,000 (Previous year : 120,000) equity shares of Rs 10/- each fully paid up

iii. Green Infra Wind Power Projects Limited (held by MSSL)* 0 0 120,000 (Previous year : 120,000) equity shares of Rs.10/- each fully paid up

iv. Comunidad de Vertidos, “Les Carrases” (held by SMR) 4 4 882 (Previous year : 882) equity shares of Euro 69.494/- each fully paid up

v. Daewoo Automotive securities (held by SMR) - 2 5,861 (Previous Year : 5,861) bonds of Euro 3.334 per bond

vi. Motherson Moulds and Diecasting Limited (held by CTM India Limited) 14 14 3,332,000 (Previous Year : 3,332,000) equity shares of Rs.10/- each fully paid up

vii. Systematic Conscom Limited 1 1 2,500 (Previous Year : 2,500) equity shares of Rs.10/- each fully paid up

viii. Saavn Global Holdings Ltd. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)1,674,872 (Previous Year : 1,674,872) Series A preference shares of uS$ 0.70/- per share

66 63

971, 251 (Previous Year : 971,251) Series B-3 preference shares of uS$ 1.03/- per share

66 63

ix. ETECHACES Marketing & Advertising Private Limited 50 - 455 (Previous Year : Nil) equity shares of 10/- each fully paid up

x. ETECHACES Marketing & Advertising Private Limited 130 - 1000 (Previous Year : Nil) Compulsorily Convertible D Series preference shares of Rs.100/- each fully paid up

xi. Gwynnie Bee Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

18 -

59,382 (Previous Year : Nil) Series A-8 preferred shares of uS$ 0.001/- per share

xii. League Apps Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

42 -

2,314,815 (Previous Year : Nil) Series A-1 preferred shares of uS$ 0.27/- per share

xiii. Nano Holding (Held by SMR) 346 - 6,598,918 (Previous year: Nil) units of uSD 0.76/- each

xiv. Investment in CAPARO Private Limited* (held by Calsonic Kansei Motherson Auto Products Private Limited. )1386 (Previous year : Nil) preference shares of Rs 10/- each fully paid up 0 - 99 (Previous year : Nil) equity shares of Rs 10/- each fully paid up 0 - Investments (Gross) 1,340 720 Less: Provision for diminution in investments 2 2 Investments (Net) 1,338 718 Aggregate amount of quoted investments 9 9 Market value of quoted investments 11 13 Aggregate amount of unquoted investments 1,331 711 Aggregate amount of provision for diminution in investments 2 2

1Includes freehold land amounting to Rs. 67 million (Previous Year: Rs. 67 million) rented out along with the buildings.2Trade Investment represents investment made by the Company in shares or debentures of another Company, to promote the trade or business of the Company.3Inclusive of goodwill on consolidation amounting to Rs. 8 million (Previous year Rs. 8 million) * Amount is below the rounding off norm adopted by the Company



15 Deferred Tax Assets (Net)

As AtMarch 31, 2016

As AtMarch 31, 2015

Deferred tax assetsunabsorbed depreciation and tax losses 1,742 76 Depreciation 278 598 Provision for employee benefits 193 305 Provision for doubtful debts/advances/inventory 746 119 Income received in advance1 - 105 Others 485 650 Less:Deferred tax LiabilitiesDepreciation (55) (101)Others (7) (15)Total 3,382 1,737

Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws. In view of the Company’s past financial performance and future profit projections, the Company expects to fully recover the Deferred Tax Assets.

1This relates to deferred tax asset in respect of tooling advance received by MSSL Global RSA Module Engineering Limited.

16 Long-Term Loans And Advances

As AtMarch 31, 2016

As AtMarch 31, 2015

unsecured, considered good (unless otherwise stated) Capital Advances 973 4,664 Security Deposits - Considered good 387 107 - Considered doubtful* 2 0 Less: Allowance for doubtful security deposits* (2) (0)

387 107 Security deposits to related parties 155 227 Loans and advances to related parties 124 230 Advances to be recoverable in cash or in kind for value to be received 82 19 Other loans and advances Prepaid expenses 77 132 Housing loan to employees 20 15 Balances with statutory/ government authorities 207 63 Total 2,025 5,457




17 Other Non-Current Assets

As AtMarch 31, 2016

As AtMarch 31, 2015

unsecured, considered good (unless otherwise stated)Long term trade receivables (including trade receivables on deferred credit terms)

4,901 2,032

Non current bank balance with original maturity for more than 12 months- deposits with original maturity for more than 12 months 63 104 - margin money deposits 64 37 Receivable for mark to market gain on derivatives - 135 Other receivables 243 316 Total 5,271 2,624

18 Current Investments

As AtMarch 31, 2016

As AtMarch 31, 2015

At cost or market value, whichever is less Quoted, Non-trade:HDFC Bank Ltd. (held by MSSL)* 0 0 2,035 (Previous year : 2,035) equity shares of Rs 2/- each fully paid upBalrampur Chini Mills Ltd (held by MSSL)* 0 0 1,200 (Previous year :1,200) equity shares of Rs 1/- each fully paid upJaysynth Dyechem Ltd (held by MSSL)* 0 0 100 (Previous year:100) equity shares of Rs 10/- each fully paid upGIVO Ltd. (held by MSSL)* 0 0 28,475 (Previous year :28,475) equity shares of Rs 10/- each fully paid upMahindra & Mahindra Ltd. (held by MSSL)* 0 0 3,644 (Previous year:3,644) equity shares of Rs 5/- each fully paid upArcotech Limited (held by MSSL)* 0 0 200 (Previous year 200) equity shares of Rs 10/- each fully paid upUnquoted, Non-trade:Pearl Engineering Polymers Ltd. (held by MSSL) - - 3,160 (Previous year :3,160) equity shares of Rs 10/- each fully paid upDaewoo Motors Limited (held by MSSL) - - 6,150 (Previous year :6,150) equity shares of Rs 10/- each fully paid upAthena Financial Services Limited (held by MSSL) - - 66 (Previous year : 66) equity shares of Rs 10/- each fully paid upInox Leasing & Finance Limited (held by MSSL) - - 100 (Previous year : 100) equity shares of Rs 10/- each fully paid upICICI Prudential Liquid - Regular Plan - Daily Dividend 600 53 5,998,252.167 (Previous Year : 531,451.925) units @ Rs. 100.0989 ( Previous Year : Rs. 100.0636) per unitDSP Blackrock Liquidity Fund- Institutional Plan Daily Dividend - 85 Nil (Previous Year : 84,858.821) units @ Nil (Previous Year : Rs. 1000.6027) per unitReliance Liquid Fund - Treasury Plan - Daily Dividend 300 - 196,361.167 (Previous Year : Nil ) units @ Rs. 1528.740 (Previous Year : Nil) per unitKotak floater Short Term - Regular Plan - Daily Dividend 120 - 118,694.1955 (Previous Year : Nil ) units @ Rs. 1011.62 (Previous Year : Nil) per unitInvestments (Net) 1,020 138



As AtMarch 31, 2016

As AtMarch 31, 2015

Aggregate amount of quoted investments * 0 0 Market value of quoted investments 3 2 Aggregate amount of unquoted investments 1,020 138


19 Inventories

As AtMarch 31, 2016

As AtMarch 31, 2015

Raw Materials 9,758 8,353 Work in progress 23,425 18,122 Finished Goods (Manufactured) 4,364 4,408 Stock-in-trade 307 461 Stores and spares 986 691 Loose tools 10 - Total 38,850 32,035 Inventory include Inventory in transit of:Raw materials 754 495 Finished goods 205 227 Stock-in-trade 5 3 Stores and spares* 0 2


20 Trade Receivables

As AtMarch 31, 2016

As AtMarch 31, 2015

- Outstanding for a period exceeding six months from the date they are due for paymentunsecured, considered good 469 625 Doubtful 606 549

1,075 1,174 Less: Provision for doubtful receivables 606 549

(A) 469 625 - Other receivablesunsecured, considered good 1 29,244 25,308 Doubtful 247 100

29,491 25,408 Less: Provision for doubtful receivables 247 100

(B) 29,244 25,308 Total (A+B) 29,713 25,933 1 Includes receivables from companies in which Director of the Company is a Director

13 20



21 Cash And Bank Balances

As AtMarch 31, 2016

As AtMarch 31, 2015

Cash and Cash EquivalentsBalances with banks: - in current accounts 15,865 14,264 - deposits with original maturity of less than three months 1,902 1,440 Cheques and drafts on hand 17 3 Cash on hand 22 15

(A) 17,806 15,722 Other Bank Balances- deposits with original maturity for more than three months but less than twelve months

293 324

- in unpaid dividend account 15 6 (B) 308 330

TOTAL (A+B) 18,114 16,052

22 Short-Term Loans And Advances

As AtMarch 31, 2016

As AtMarch 31, 2015

unsecured, considered good (unless otherwise stated)Security Depositsunsecured, considered good 315 197 Doubtful 4 3

319 200 Less: Provision for doubtful security deposits 4 3

315 197 Loans and advances to related parties 1

unsecured, considered good 488 299 Doubtful 19 -

507 299 Less: Provision for doubtful advances 19 -

488 299 Advances to be recoverable in cash or kindunsecured, considered good 3,605 3,172 Doubtful 2 2

3,607 3,174 Less: Provision for doubtful advances 2 2

3,605 3,172 Other loans and advances Advance income-tax (net of provisions) 2 525 216 Prepaid expenses 501 410 Loans to employees 37 29 Balances with statutory/ government authorities 2,405 2,178 Interest receivable 37 33

3,505 2,866 Total 7,913 6,534 1 Includes receivables from companies in which Director of the Company is a Director

18 -

2 Advance income tax and provision for tax has been offset to the extent they relate to the same governing taxation laws.



23 Other Current Assets

As AtMarch 31, 2016

As AtMarch 31, 2015

Unamortised expenditureunamortised expenditure 2 - Unsecured, considered good (unless otherwise stated)Interest accrued on fixed deposits 9 7 unbilled revenue - 2 Capital subsidy receivable 9 21 Receivable for mark to market gain on derivatives 202 12 Other receivable 466 88 Total 688 130

24 Revenue From Operations (Net)

For the year ended

March 31, 2016

For the year ended

March 31, 2015Sales of ProductsFinished GoodsWithin India 29,767 26,785 Outside India 303,622 271,447 Traded Goods 3,427 1,803 Sales of Services / Service Income 2,858 2,073 Other operating revenueScrap sales 136 232 Job work income 61 120 Recovery from customers 1,249 872 Others 35 22

341,155 303,354 Less: Excise Duty 3,464 2,846 Total 337,691 300,508 Details of Sales (Finished Goods): Wiring Harness 23,015 20,374 Plastic parts and Modules 199,052 176,026 Mirrors 106,073 96,706 Others 5,249 5,126 Total 333,389 298,232 Details of Sales (Traded Goods): Tools & Moulds 2,317 1,096 Others 1,110 707 Total 3,427 1,803



25 Other Income

For the year ended

March 31, 2016

For the year ended

March 31, 2015(a) Interest Income - From Bank Deposits 125 79 - From Others 120 182 (b) Dividend Received - From non current investments 1 2 - From current investments 21 18 (c) Rent 106 121 (d) Change in carrying amount of current investments* 0 - (e) Profit on Sale of tangible assets (Net) 50 - (f) Export Incentives 42 28 (g) Liabilities written back to the extent no longer required 128 185 (h) Government Grants & Subsidies 418 313 (i) Waiver of claims from suppliers 6 31 (j) Profit on sale of Investments - 1 (k) Claims received from insurance company 674 423 (l) Miscellaneous Income 969 774 Total 2,660 2,157


26 Cost of Materials Consumed

For the year ended

March 31, 2016

For the year ended

March 31, 2015Materials consumedOpening stock of raw materials 7,858 7,271 Opening stock of raw materials (on acquisition) - 1,655 Add : Purchases of Raw materials 207,721 195,728 Less: Closing Stock of Raw Materials (9,004) (7,858)Add: Exchange Adjustment:Exchange differences opening stock (gain)/loss 489 (582)Exchange differences closing stock (loss)/gain 106 (795)Total 207,170 195,419

27 Changes in Inventories of Finished Goods, Work-In-Progress and Stock In Trade

For the year ended

March 31, 2016

For the year ended

March 31, 2015 (Increase)/ decrease in stocks Stock at the Opening of the year: Finished goods 4,408 3,560 Work-in-progress 18,122 12,511 Stock in trade 461 213 TOTAL (A) 22,991 16,284 Add: Stock acquired on acquisition Finished goods - 877 Work-in-progress - 2,301



For the year ended

March 31, 2016

For the year ended

March 31, 2015 Stock in trade - 54 TOTAL (B) - 3,232 Less: Stock at the end of the year: Finished goods (4,364) (4,408) Work-in-progress (23,425) (18,122) Stock in trade (307) (461) TOTAL (C) (28,096) (22,991) Add: Exchange Adjustment: Exchange differences opening stock (gain)/loss 1,599 (1,129) Exchange differences closing stock (loss)/gain 849 (3,193) TOTAL (D) 2,448 (4,322) Increase/ decrease in stocks (A+B+C+D) (2,657) (7,797)

28 Employee Benefit Expenses

For the year ended

March 31, 2016

For the year ended

March 31, 2015 Salary , Wages & Bonus 58,440 49,579 Contribution to Provident & Other Fund (Refer Note 37) 6,836 5,815 Staff Welfare 1,481 1,342 Restructuring/ Severance costs 287 202 Total 67,044 56,938

29 Other Expenses

For the year ended

March 31, 2016

For the year ended

March 31, 2015Electricity, Water and Fuel 5,715 5,384 Repairs and Maintenance - Machinery 3,493 3,168 Building 1,123 675 Others 1,040 599 Consumption of Stores & Spare Parts 1,744 1,610 Conversion Charges 142 168 Excise Duty expense 1 14 12 Lease rent (operating leases) (Refer Note 40) 4,070 3,440 Rates & taxes 969 697 Insurance 483 403 Net loss on foreign currency transaction 741 544 Donation 88 36 Travelling 1,630 1,418 Freight & forwarding 3,709 3,294 Royalty 164 148 Cash Discount 8 50 Commission 19 18 Loss on sale of fixed assets (Net) - 6 Provision for diminution in value of investments (Net) * 2 0 Bad Debts/Advances written off 162 18



For the year ended

March 31, 2016

For the year ended

March 31, 2015Provision for Doubtful Debts/Advances 83 137 Legal & Professional expenses (Refer Note 35) 3,222 2,914 Loss on sale of Investments 140 - Miscellaneous expenses 10,248 7,845 Total 39,009 32,584

1 Represents excise duty related to the difference between the closing stock and the opening stock.


30 Finance Costs

For the year ended

March 31, 2016

For the year ended

March 31, 2015Interest on long-term borrowings 1,945 2,084 Interest on shortfall of advance tax 10 9 Other borrowing costs 1,539 1,515 Loan prepayment charges1 - 124 Commitment charges on borrowings 135 - Others 138 275 Total 3,767 4,007

Represent costs incurred towards breakdown and prepayment fees amounting to Nil (Previous year: Rs. 124 million) towards prepayment of loans.

31 Depreciation and Amortisation Expenses

For the year ended

March 31, 2016

For the year ended

March 31, 2015Depreciation on Tangible assets1a & 1b 9,683 7,321 Amortization on Intangible assets 2 & 3 887 323 Depreciation on Investment Property 16 18 Less: Capitalized during the year 4 (3) (4)Total 10,583 7,658

1a Depreciation on assets used for creation of self generated assets. (Refer Note 13)1b Depreciation includes Impairment. In respect of one of its step down joint venture, the Company based on the review of future business plans, has estimated the value in use/ recoverable value to be lower than the carrying value of certain fixed assets and consequently recognised an impairment loss amounting to Rs. 1343 million (Previous year : Nil) (Refer Note 52)2 Amortisation includes Impairment. The management, based on the review of future business plans, has estimated the value in use/ recoverable value to be lower than the carrying value of certain fixed assets and consequently recognised an impairment loss amounting to Rs. 1 million (Previous year Rs. 1 million).3 Amortisation includes Impairment. The management, based on the review of discounted future cash flow projections of Motherson Sintermetal Technology Limited and its subsidiary in Spain, has assessed that goodwill arising on consolidation needs to be impaired and consequently recognised an impairment loss amounting to Rs. 552 million (Previous year : Nil) (Refer Note 53 (c))4 Includes depreciation of Rs 3 million (Previous year : Rs. 4 million) capitalized during the year on assets used for creation of self generated assets.



32 Exceptional Items - Expenses/(Income)

For the year ended

March 31, 2016

For the year ended

March 31, 2015Expenses incurred in relation to issue of Senior Secured Notes 291 1,199 Acquisition cost in respect of wiring business from Stoneridge Inc. - 148 Total 291 1,347 Exceptional items are in the nature of following expenses:Legal & Professional expenses 276 1,228 Commitment charges on borrowings - 45 Salary, Wages & Bonus - 21 Miscellaneous expenses 15 53

291 1,347

33. Contingent Liabilities:

A) Claims against the Company not acknowledged as debts

As atMarch 31, 2016

As atMarch 31, 2015

a) Excise Matters# 29 29b) Customs Demand Matters# 22 38c) Sales Tax Matters# 116 179d) Service Tax Matters 17 20e) Stamp Duty 1 2f) Claims made by workmen 15 9g) Income Tax Matters 105 104h) unfulfilled export commitment under EPCG Scheme# 44 317i) Others 188 25

# Against which Company has given bank guarantees amounting to Rs. 36 million (Previous year: Rs. 29 million)

(a) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(b) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

34. Capital and Other Commitments

As atMarch 31, 2016

As atMarch 31, 2015

Capital CommitmentsEstimated value of contracts in capital account remaining to be executed not accounted as debt, Net of Advances of Rs. 973 million (Previous year : Rs. 4,664 million)

3,292 3,416

Total 3,292 3,416Other CommitmentsBank Guarantee 167 282Others 199 220



35. Payment to Group’s Auditors: (Refer note (a) below)

For the year ended

March 31, 2016

For the year ended

March 31, 2015As Auditor:Audit Fees (including limited review) 26 27Other services 5 3Reimbursement of expenses 2 3Total 33 33

Note (a): Included under Legal & Professional expenses in note 29

36. Derivative instruments and unhedged foreign currency exposure/ commodity exposure

a. Derivatives outstanding as at the reporting date:

Particular Currency March 31, 2016 March 31, 2015

Hedge of external commercial borrowings and long term loans (Buy)

uSD : INR uSD 1 ; INR 30 uSD 1 ; INR 60

Forward Contract (Buy)*

EuR : INR - EuR 8 ; INR 512uSD : EuR uSD 25 ; INR 1,699 uSD 3 ; INR 156uSD : INR uSD 0 ; INR 3 -uSD : AuD uSD 1 ; INR 93 -MXP : uSD MXN 78 ; INR 305 -

HuF : EuRHuF 7,651 ;INR 1,809

HuF 7,588 ;INR 1,686

Forward Contract (Sell)

EuR : INR - EuR 1 ; INR 54 uSD : EuR - uSD 2 ; INR 155uSD : AuD uSD 1 ; INR 92EuR : KRW EuR 10 ; INR 776

HuF : EuR -HuF 7,603 ;INR 1,613

Trade Payable (Buy)*JPY : INR JPY 3 ; INR 2 -EuR : INR EuR 0 ; INR 1 EuR 0 ; INR 3uSD : INR uSD 1 ; INR 34 uSD 0 ; INR 3

Currency Swap (Buy)1 EuR : INR EuR 13 ; INR 1,000 EuR 13 ; INR 1,000Interest Rate Swaps uSD : INR uSD 4 ; INR 264 -

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

1 The Company has entered in to an “INR to Euro Principal Only” Swap deal on September 26, 2014 of INR 1,000 million, not maturing before September 30, 2016, with Axis Bank Ltd, Mumbai with an underlying transaction of Zero Coupon Secured Non-Convertible Debentures Series A (ISIN Number INE750H07030).



b. Particulars of unhedged foreign exposure as at the reporting date:

Currency March 31, 2016 March 31, 2015Receivables Payables Receivables Payables

AED* Nil AED 0, INR 7 AED 0, INR 5 AED 1, INR 21AuD AuD 1, INR 52 AuD 1, INR 29 AuD 3, INR 150 AuD 2, INR 87CNY CNY 67, INR 684 CNY 1, INR 12 CNY 82, INR 828 NilCZK* Nil CZK 0, INR 0 Nil CZX (0), INR (0)CHF* Nil CHF 0, INR 6 CHF 0, INR 0 CHF 0, INR 1DKK* Nil Nil DKK 0, INR 0 NilEuR EuR 22, INR 1,622 EuR 89, INR 6,708 EuR 22, INR 1,467 EuR (21), INR 1,428GBP GBP 11, INR 1,023 GBP 4, INR 346 GBP 9, INR 788 GBP 6, INR 536HuF HuF 947, INR 228 HuF 1,256, INR 302 HuF 677, INR 153 HuF 951, INR 215INR* Nil 29 63 0JPY JPY 100, INR 59 JPY 1,154, INR 679 JPY 69, INR 36 JPY 623, INR 324KRW Nil KRW 37, INR 2 Nil KRW 49, INR 3MXP MXN 58, INR 222 MXN 12, INR 44 MXN 34, INR 140 MXN 10, INR 41MYR* Nil MYR 0, INR 1 Nil NilSEK Nil SEK 1, INR 8 Nil NilSGD* Nil SGD 0, INR 2 SGD 0, INR 6 SGD 0, INR 2THB* THB 0, INR 0 THB 8, INR 16 THB 0, INR 0 THB 4, INR 7uSD uSD 135, INR 8,952 uSD 134, INR 8,883 uSD 81, INR 5,090 uSD 46, INR 2,850ZAR Nil Nil ZAR 2, INR 10 Nil


c. Mark to market losses / (gain) on foreign currency:

Particulars For the year ended

March 31, 2016

For the year ended

March 31, 2015Mark to Market losses/(Gain) provided for (71) (238)

d. Commodity hedging:

Particulars As at March 31, 2016 As at March 31,2015Quantity Amount Quantity Amount

Copper (buy) LB630,000 USD 1 ; Rs 36 LB770,000 USD 1 ; Rs 54MT192 USD 1 ; Rs. 82 MT192 USD 1 ; Rs 77

e. Mark to market losses/(gain) on commodity hedging:

Particulars Year endedMarch 31, 2016


Mark to Market losses/(Gain) provided for 9 9



37. The long term defined employee benefits and contribution schemes of the group are as under:

A. Defined Benefit Schemes

(1) Gratuity/ Pension

The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as below:

(i) Present Value of Defined Benefit Obligation



Obligations at year beginning 3,001 2,294Service Cost - Current 255 252Interest Cost 57 107Actuarial (gain) / loss 22 409Benefits Paid (91) (136)Settlement (gain)/loss1 (1,165) -Deletion on account of discontinuation of Joint Ventures (2) -Effect of Exchange rate changes 347 (294)Addition due to transfer of Employees* 7 0Additions consequent to Acquisition - 369Obligations at year end 2,431 3,001


(ii) Fair Value of Plan Assets



Plan assets at year beginning, at fair value 1,816 1,551Expected return on plan assets 35 94Actuarial gain / (loss) (1) (145)Contributions 240 270Benefits paid (40) (108)Settlement (gain)/loss1 (1,188) -Effect of Exchange rate change 245 (102)Addition due to transfer of Employees 4 -Additions consequent to Acquisition - 256Plan assets at year end, at fair value 1,111 1,816

1 In respect of one of the subsidiary of Motherson Sumi Systems Limited, the scheme wound up in December 2015 with policies assigned to individual members and henceforth the Company has no further obligations in respect of the scheme



(iii) Assets and Liabilities recognized in the Balance Sheet



Present Value of the defined benefit obligations 2,431 3,001Fair value of the plan assets (1,111) (1,816)Amount not recognized because of limitation of assets 1 1Amount recognized as Liability 1,321 1,186

Recognised Under

Long Term Provision (Refer Note 8) 1,234 1,114Short Term Provision (Refer Note 12) 87 72

(iv) Defined benefit obligations cost for the year



Service Cost - Current 255 252Interest Cost 57 107Expected return on plan assets (35) (94)Actuarial (gain) / loss 23 554Net defined benefit obligations cost 300 819

(v) Investment Details of plan assets

In respect of companies incorporated in India, 100% of the plan assets are lying in the Gratuity fund administered through Life Insurance Corporation of India (LIC) except in case of MothersonSumi INfotech & Design Ltd., a subsidiary of the Company, where it was administered through ICICI Life Insurance Co. Ltd till year 2009-10 and thereafter through SBI Life Insurance Co. Ltd, under their respective group gratuity schemes. In respect of companies incorporated outside India, the plan assets are invested in equities, bonds, respective gilt securities and cash.

The details of investments of plan assets are as follows:

As atMarch 31, 2016

As atMarch 31, 2015

LIC 377 272SBI Life Insurance Co. Ltd* 0 2Equities - -Bonds, Gilts and others 734 1502Cash - 40Total 1,111 1,816


The expected rate of return on assets is determined based on the assessment made at the beginning of the year on the return expected on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.



(vi) Actuarial assumptions

2016 2015Indian Foreign Indian Foreign

Discount Rate 7.60%-8.50% 1.7%-7.9% 7.75%-8.50% 1.65%-9.07%Future salary increases 5%-14% 2%-8% 5%-10% 2.50%-7.50%Expected return on plan assets 8%-9.10% 1.5%-15% 8%-9% 3.50%-15%

(vii) Amount recognized in current year and previous four years:

March 31, 2016

March 31, 2015

March 31, 2014

March 31, 2013

March 31, 2012

Defined benefit obligations 2,431 3,001 2,294 1,989 1,711Plan assets (1,111) (1,816) (1,551) (1,216) (1,078)Deficit /(Surplus) 1,320 1,185 743 773 633

(viii) Expected contribution to the fund in the next year



Gratuity 245 217

(2) Compensated Absences

The employees are entitled for leave for each year of service and part thereof and subject to the limits specified, the un-availed portion of such leaves can be accumulated or encashed during / at the end of the service period. The plan is not funded.

The reconciliation of opening and closing balances of the present value of the compensated absences are as below:

(i) Present Value of Defined Benefit Obligation

Year endedMarch 31, 2016`


Obligations at year beginning 201 157Service Cost – Current 35 37Interest Cost 15 12Actuarial (gain) / loss 9 15Benefit Paid (21) (46)Effect of Exchange rate change 1 10Addition due to transfer of Employees* 6 0Additions consequent to Acquisition - 17Obligations at year end 246 202


(ii) Assets and Liabilities recognized in the Balance Sheet:



Present Value of the defined benefit obligations 246 202Fair value of the plan assets - -Amount recognized as Liability 246 202

Recognised Under

Long Term Provision (Refer Note 8) 214 176Short Term Provision (Refer Note 12) 32 26



(iii) Defined benefit obligations cost for the year:



Service Cost - Current 35 37Interest Cost 15 12Expected return on plan assets - -Actuarial (gain) / loss 9 15Net defined benefit obligations cost 59 64

(iv) Actuarial assumptions:

2016 2015Indian Foreign Indian Foreign

Discount Rate 7.60%-8.50% 0.22%-9.07% 7.75%-8.50% 0.22%-9.07%Future salary increases 5%-14% 2.0%-8% 5%-10% 2.0%-7.5%

(v) Amount recognized in current year and previous four years

March 31, 2016

March 31, 2015

March 31, 2014

March 31, 2013

March 31, 2012

Defined benefit obligations 246 202 157 119 83Plan assets - - - - -Deficit /(Surplus) 246 202 157 119 83

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

B. Defined Contribution Schemes

The group deposits an amount determined at a fixed percentage of basic pay every month to the state administered Provident Fund, ESI and social insurance/security for the benefit of the employees. Accordingly, the group’s contribution during the year that has been charged to revenue amounts to Rs. 6,836 million (Previous year: Rs. 5,815 million).

38. Segment Information:

The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

The business segment have been identified on the basis of the nature of products and services, the risks and returns, internal organisation and management structure and the internal performance reporting systems.

The business segment comprise of the following:

Segments Products categories in respective segmentsAutomotive Mould for wiring harness components and mould parts, Plastic Molded Components, Brass

Terminals, Thermo-Formed Products, Polyurethane Molded Products, Blow Molded Products, HVAC Module, Compressors, Body Control Modules, Meters Clusters, Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components, Cockpit Assembly, CAD, Machine Tools, Injection Molding Tools, Paint Coating, Metal Cutting Tools, Rear View Mirrors, Metal Coating and Integrated Modules for bumpers, cockpit assembly and door trims, Sintered Metal Products.

Non-Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components, Household Wires, Plates, Machine Tools. Aerobin, Re-Timer light device, Premium embossed travel case, uSB recharging cable

unallocated Bimetal Band Saw manufacturing, Paint Guns, Investment companies.

Geographical segment is considered based on sales within India and outside India



Information about Primary Business Segments

Automotive Non-Automotive Unallocated Total

CurrentYear

Previous Year

Current Year

Previous Year

Current Year

Previous

Year

Current Year

Previous Year

Segment revenue

External revenue # 334,232 296,982 5,407 4,853 467 569 340,106 302,404Intersegment - - - - - - - -Total Revenue 334,232 296,982 5,407 4,853 467 569 340,106 302,404

ResultsSegment result 18,274 16,247 202 186 - - 18,476 16,433Interest expense (net of Interest Income)

- - - - 3,522 3,746 3,522 3,746

Other unallocable (net of Income)

- - - - 1,800 1,720 1,800 1,720

Profit of Associates - - - - 8 14 8 14Profit before taxation - - - - - - 13,162 10,981

Tax Expense - - - - - - 3,935 3,650Net profit /(Loss) after tax - - - - - - 9,227 7,331Concern share - - - - - - 5,446 3,861Minority - - - - - - 3,781 3,470

Other itemsSegment assets 174,557 146,674 5,433 5,206 16,764 10,616 196,754 162,496Segment liabilities 76,976 68,262 640 849 77,360 60,353 154,976 129,464Capital expenditure 23,698 20,309 677 298 630 27 25,005 20,634Depreciation & Impairment

9,888 7,519 126 123 569 16 10,583 7,658

Non-cash expenditure other than depreciation and impairment mentioned above

215 138 13 12 19 5 247 155

b) Information about Secondary Business Segments:

India Outside India Unallocated Total Current

Year

Previous Year

Current Year

Previous Year

Current

Year

Previous

Year

Current Year

Previous

Year Revenue by geographical marketsExternal # 31,240 26,923 308,399 274,912 467 569 340,106 302,404Intersegment - - - - - - - -Carrying amount of segment assets

26,293 22,858 163,188 138,059 7,273 1,579 196,754 162,496

Addition to fixed assets 2,413 2,446 21,962 18,161 630 27 25,005 20,634

# Excluding Interest Income.

c) Inter Segment Transfer Pricing

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



39. Related Party Disclosures

I. Related party disclosures, as required by Accounting Standard 18, “Related Party Disclosures”, are given below:

a) Joint Ventures and their subsidiaries (where control exists)

Motherson Sumi Systems Ltd.Anest Iwata Motherson Coating Equipment Private Ltd.Anest Iwata Motherson Private LtdAES (India) Engineering Ltd.Spheros Motherson Thermal System Ltd.Matsui Technologies India Ltd.Fritzmeier Motherson Cabin Engineering Private Ltd.Nissin Advanced Coating Indo Co. Private Ltd.Magneti Marelli Motherson Auto System Private Ltd. Magneti Marelli Motherson India Holding B.V. Air Factory Energy Ltd.CTM India Ltd.Nachi Motherson Precision Private Ltd.Motherson Bergstrom HVAC Solutions Private Ltd.Magneti Marelli Motherson Shock Absorbers India Private Ltd.MSSL Mauritius Holdings LimitedMotherson Electrical Wires Lanka Pvt. LtdMSSL Mideast (FZE)MSSL (S) Pte Ltd.MSSL Handels GmbH (Liquidated on 23.07.2014)MSSL Automobile Component LtdSamvardhana Motherson Polymers Ltd.MSSL (GB) Limited Motherson Wiring System (FZE)MSSL GmbH MSSL Tooling (FZE)Samvardhana Motherson Invest Deutschland GmbHMSSL Advanced Polymers s.r.oMotherson Orca Precision Technology GmbH MSSL s.r.l. unipersonale Samvardhana Motherson Polymers Management Germany GmbH Samvardhana Motherson Plastic Solutions GmbH & Co. KGMotherson Techno Precision México, S.A. de C.V MSSL Australia Pty Limited MSSL Ireland Pvt. LimitedGlobal Environment Management (FZC) Global Environment Management Australia Pty Limited Motherson Elastomers Pty Limited Motherson Investments Pty Limited MSSL Global RSA Module Engineering Limited MSSL Japan Limited Vacuform 2000 (Proprietary) LimitedMSSL México, S.A. De C.V. MSSL WH System (Thailand) Co., Ltd MSSL Korea WH Limited MSSL Consolidated Inc. (w.e.f. 29.05.2014)MSSL Overseas Wiring System Ltd. (w.e.f. 27.06.2014)



MSSL Wiring System Inc., uSA (w.e.f. 29.05.2014)Alphabet de Mexico, S.A. de C.V. (w.e.f 02.08.2014)Alphabet de Mexico de Monclova, S.A. de C.V. (w.e.f 02.08.2014)Alphabet de Saltillo, S.A. de C.V. (w.e.f 02.08.2014)MSSL Wirings Juarez S.A. de C.V. (w.e.f. 20.03.2015)Samvardhana Motherson Global Holdings Ltd.Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) Samvardhana Motherson Reflectec Group Holdings LimitedSMR Automotive Technology Holding Cyprus Limited SMR Automotive Mirror Parts and Holdings uK LtdSMR Automotive Holding Hong Kong LimitedSMR Automotive Systems India LimitedSMR Automotive Systems France S. A.SMR Automotive Mirror Technology Holding Hungary KftSMR Patents S.à.R.L.SMR Automotive Technology Valencia S.A.u.SMR Automotive Mirrors uK LimitedSMR Automotive Mirror Services uK Ltd.SMR Automotive Mirror International uSA Inc.SMR Automotive Systems uSA Inc.SMR Automotive Beijing Co LimitedSMR Automotive Yancheng Co. Limited SMR Automotive Mirror Systems Holding Deutschland GmbHSMR Holding Australia Pty Ltd.SMR Automotive Australia Pty LimitedSMR Automotive Mirror Technology Hungary BtSMR Poong Jeong Automotive Mirrors Korea Ltd.SMR Automotive Beteiligungen Deutschland GmbHSMR Hyosang Automotive Ltd.SMR Automotive Mirrors Stuttgart GmbHSMR Automotive Systems Spain S.A.u.SMR Automotive Vision Systems Mexico S.A. de C.V.SMR Automotive Servicios Mexico S.A. de C.V.SMR Grundbesitz GmbH & Co. KGSMR Automotive Brasil LTDASMR Automotive System (Thailand) LimitedSMR Automotives Systems Macedonia Dooel SkopjeSMR Automotive Operations Japan K.K.SMR Automotive (Langfang) Co. Ltd.SMR Automotive Vision System Operations uSA INCSMR Mirror uK LimitedSamvardhana Motherson Peguform GmbH SMP Automotive Interiors (Beijing) Co. LtdSMP Deutschland GmbH SMP Logistik Service GmbH SMP Automotive Solutions Slovakia s.r.o Changchun Peguform Automotive Plastics Technology Co. LtdFoshan Peguform Automotive Plastics Technology Co. Ltd.SMP Automotive Technology Management Services (Changchun) Co. Ltd.SMP Automotive Technology Iberica S.L Samvardhana Motherson Peguform Barcelona S.L.u SMP Automotive Technologies Teruel Sociedad Limitada



Samvardhana Motherson Peguform Automotive Technology Portugal S.A SMP Automotive Systems Mexico S.A. de C.VSMP Automotive Produtos Automotivos do Brasil Ltda SMP Automotive Exterior GmbHSamvardhana Motherson Innovative Autosystems B.V. & Co. KG (known as SMIA BV & Co. KG)Samvardhana Motherson Innovative Autosystems Holding Company BVSM Real Estate GmbHSamvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V.Property Holdings Trier de México S.A de C.VAdministrative Services Trier de México S.A de C.VSMP Automotive Systems Alabama Inc.Motherson Innovations Company LimitedMotherson Innovations Deutschland GmbHSamvardhana Motherson Global (FZE)

b) Associates:

Motherson Air Travel Agencies Ltd.

c) Joint Venturers:

Sumitomo Wiring Systems Ltd. , JapanAnest Iwata Corporation, JapanSojitz Corporation, JapanMatsui Manufacturing Company Ltd., JapanAES Global PTE Ltd., SingaporeSumitomo Electric Industries Ltd. (formerly Sumitomo Electric Hardmetal Corp., Japan)Spheros Gmbh, GermanyF Holding GmbH, Austria Nissin Electric Co. Ltd., JapanMagneti Marelli Holding S.p.A, ItalyZanotti S.p.A, ItalyNachi-Fujikoshi Corporation, JapanBergstorm Inc., uSAMichael Bernhard GnannSoami Saran SainiPrashant DalmiaAmit Kumar upadhyayRavi Shankar PrasadMohit JoshiAmit Varshney

d) Key Management Personnel:

(i) Board of Directors

Mr. Vivek Chaand Sehgal*

Mr. Laksh Vaaman Sehgal*

Mr. Ashok Tandon, whole time Director

Mr. Bimal Dhar

Mr. Hiroshi Morimoto

Mr. Yoshiki Kishimoto (till Aug 19, 2015)

Mr. Masahiro Matsushita (till Aug 19, 2015)

Mr. Vivek Avasthi



Ms. Geeta Soni

Ms. Nilu Mehra

Mr. Dhruv Mehra, whole time Director

Mr. Ramesh Dhar, whole time Director

Ms. Madhu BhaskarMr. Mikihisa Takayama*Person exercising significant influence over the Company

(ii) Other KMP

Ms. Pooja Mehra, Company Secretary

(iii) Relatives of Key Management Personnel

Ms. Vidhi Sehgal (Daughter of Mr. Vivek Chaand Sehgal)

Ms. Nilu Mehra (Sister of Mr. Vivek Chaand Sehgal)

Ms. Geeta Soni (Sister of Mr. Vivek Chaand Sehgal)

Ms. Samriddhi Sehgal (Daughter in Law of Mr. Vivek Chaand Sehgal)

Ms. Renu Alka Sehgal (Wife of Mr. Vivek Chaand Sehgal)Master Siddh Vaasav Sehgal (Son of Mr. Laksh Vaaman Sehgal)

(vi) Entities in which key managerial persons or their relatives have control/ significant influence:

Motherson Auto Ltd.Ganpati Auto Industries ( Partnership Firm)Southcity Motors Private Ltd.Motherson (Partnership Firm)Vaaman Auto Industry ( Partnership Firm )Motherson Engineering Research and Integrated Technologies LimitedMotherson Innovative Technologies And ResearchMoon Meadows Pvt. Ltd.Sisbro Motor and Workshop Pvt. Ltd.Field Motor Private LimitedSpirited Auto Cars (I) LimitedMotherson Lease Solution Ltd. Systematic Conscom Ltd. MAS Middle East Ltd. (FZE)Samvardhana Employees Welfare TrustJSRR Holdings (M) Pvt. Limited.Radha Rani Holdings Pte Ltd.Edcol Global Pte. LimitedAdvance Technologies and Automotive Resources Pte. Ltd.Sehgal Family Trust Shri Sehgals Trustee Company Private LimitedNirvana Niche Products Private LimitedATAR Mauritius Private LimitedNirvana GmbH A Basic Concepts Design Pty. Limited SCCL Infra Projects Limited SCCL Global Project (FZE) Advantedge Technology Partners Private Limited Advantedge Incubators Private Limited



II. Details of transactions, in the ordinary course of business at commercial terms, and balances with related parties as mentioned in 46 (I) above:

S. No.

Particulars

Joint VenturesRefer 39 (a)

AssociatesRefer 39 (b)

Entities in which Key Management personnel have control/ Significant influenceRefer 39 (d) (iv)

Joint VenturersRefer 39 (c)

Key Management Personnel (KMP)Refer 39 (d) (i)&(ii)

Relatives of Key Management PersonnelRefer 39 (d) (iii)

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

1 Sale of goods 257 254 1 - 6 - - - - - - -

2 Rendering of services

1,552 1204 7 0* 16 0* 3 - - - - -

3 Sale of fixed assets - - - - 0* 0* - - - - - -

4 Purchase of goods 3 3 - - 0* 0* 58 - - - - -

5Purchase of fixed assets / capital advance

- 0* - - 5 71 - - - - - -

6 Purchase of services 51 48 97 44 188 188 1 - - - - -

7 Royalty - 0 - 1 - 2 - - - - -

8Reimbursement expense (net)

(9) (17) (0)* (0)* 44 48 - - - - - -

9Remuneration/sitting fees of Directors & KMP #

- - - - - - - - 24 26 - -

10 Interest income 7 21 - - 3 36 - - - - - -

11 Interest expense - - - - 1 3 - - - -

12 Dividend paid 10 8 - - 2 - 17 12 1 1 0* -

13 Dividend received 2,230 835 - - 0* 0* - - - - - -

14 Purchase of investment 609 2033 - - - - - - - - - -

15 Redemption of shares 13 - - - - - 40 - - - - -

16Capital advance received back

- - - - - 190 - - - - - -

17Capital advance given during the year

1 - - - - 5 - --

- - -

18Loans given during the year

32 - - - - 123 - - - - - -

19Loan taken during the year

- - - - - 155 - - 25 - - -

20Loans repaid during the year

- - - - - 155 - - 25 - - -

21Loans received back during the year

- 477 - - - 226 - - - - - -

22Loans converted into equity shares

21 - - - - - - - - - - -

23 Security deposits given - 0* - - 15 120 - - - - - -

24Security deposit received back

1 - - - 0* - - - - - - -

Balances at year end25 Security deposits given 5 6 - - 133 118 - - - - - -

26Security deposits received

- 0* - - 0* - - - - - - -

27 Loan receivable 116 105 - - 70 70 - - - - - -

28Advances given to supplier

1 - 0* - 1 0* - - - - - -

29Advance received from customers

39 35 - 1 - - - - - - -

30 Capital advance 1 - - - 52 55 - - - - - -



S. No.

Particulars

Joint VenturesRefer 39 (a)

AssociatesRefer 39 (b)

Entities in which Key Management personnel have control/ Significant influenceRefer 39 (d) (iv)

Joint VenturersRefer 39 (c)

Key Management Personnel (KMP)Refer 39 (d) (i)&(ii)

Relatives of Key Management PersonnelRefer 39 (d) (iii)

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

31 Trade payable 7 15 14 3 28 34 - - - - - -

32 Trade receivable 347 304 4 - 13 1 0* - - - - -

33 Amount recoverable 1 2 - - 2 - - - - - - -

34 Interest receivable 0* 14 - - 5 6 - - - - - -

35 Interest payable - - - - - 2 - - - - - -

# The contribution to Gratuity and leave encashment has been made on group basis and separate figures applicable to any individual employee are not available. Therefore contribution to Gratuity and leave encashment has not been considered in above computation.


III. Related parties with whom transactions, the amount of which is in excess of 10% of the total related party transactions of the same type.

S. No.

Particulars Name of Related Party Relation (Refer note)

Amount 2015-16 2014-15

1 Sale of goods Motherson Sumi Systems Ltd. 39 (I) (a) 189 214

Magneti Marelli Motherson Auto System Pvt Ltd.

39 (I) (a) 27 6

2 Rendering of services Motherson Sumi Systems Ltd. 39 (I) (a) 384 479

SMP Deutschland GmbH (Boetzingen, DE)

39 (I) (a) 570 292

3 Sale of fixed assets Spirited Auto Cars (I) Limited 39 (I) (d) (iv) 0* -

Motherson Auto Limited 39 (I) (d) (iv) - 0*

Systematic Conscom Limited 39 (I) (d) (iv) - 0*

4 Purchase of goods Motherson Sumi Systems Ltd. 39 (I) (a) 3 2

SMR Automotive Systems India Ltd. 39 (I) (a) - .40

Nachi-Fujikoshi Corporation, Japan 39 (I) (c) 58 -

5 Purchase of fixed assets / capital advance

Systematic Conscom Ltd. 39 (I) (d) (iv) 5 52

Motherson Lease Solutions Ltd. 39 (I) (d) (iv) - 19

6 Purchase of services Motherson Air Travel Agencies Ltd. 39 (I) (b) 97 44

Motherson Auto Ltd. 39 (I) (d) (iv) 82 147

Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 93 37

7 Royalty Motherson Air Travel Agencies Ltd. 39 (I) (b) - 1

Nachi-Fujikoshi Corporation, Japan 39 (I) (c) 2 -

8 Reimbursement expense (net)

Motherson Sumi Systems Ltd. 39 (I) (a) 6 18

SMR Automotive Mirrors uK Ltd. 39 (I) (a) (6) -

Magneti Marelli Motherson Auto System Private Ltd.

39 (I) (a) 4 3

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

39 (I) (a) 7 -

Motherson Auto Ltd. 39 (I) (d) (iv) (45) (54)

Spirited Auto Cars (I) Ltd. 39 (I) (d) (iv) 0* 5



S. No.


Amount 2015-16 2014-15

9 Remuneration/sitting fees of Directors and KMP

Mr. Ashok Tandon 39 (I) (d) (i) 10 9

Mr. Dhruv Mehra 39 (I) (d) (i) 7 4

Mr. Ramesh Dhar 39 (I) (d) (i) 4 10

Ms. Pooja Mehra 39 (I) (d) (ii) 3 3

10 Interest income Samvardhana Motherson Polymers Ltd.

39 (I) (a) 7 20


Systematic Conscom Ltd. 39 (I) (d) (iv) - 9

11 Interest expense Systematic Conscom Ltd. 39 (I) (d) (iv) 1 1

12 Dividend paid CTM India Ltd. 39 (I) (a) 3 3


Sumitomo Wiring Systems Ltd. , Japan

39 (I) (c) 16 12

13 Dividend received Motherson Sumi Systems Ltd. 39 (I) (a) 2198 814

14 Purchase of investment Fritzmeier Motherson Cabin Engineering Private Ltd.

39 (I) (a) 271 -

Magneti Marelli Motherson Holding India B.V.

39 (I) (a) 190 0*


15 Redemption of shares Motherson Sumi Systems Ltd 39 (I) (a) 13 -

Sumitomo Wiring Systems Ltd. , Japan

39 (I) (c) 40 -

16 Capital advance received back

Motherson Auto Ltd. 39 (I) (d) (iv) - 190

17 Capital advance given during the year

Matsui Technologies India Ltd. 39 (I) (a) 1 -


18 Loans given during the year

Samvardhana Motherson Polymers Ltd.

39 (I) (a) 14 -

Motherson Bergstrom HVAC Solutions Pvt. Ltd.

39 (I) (a) 18 -


19 Loan taken during the year

Mr. Vivek Chaand Sehgal 39 (I) (d) (i) 25 -

MAS Middle East Ltd. (FZE) 39 (I) (d) (iv) - 155

20 Loans repaid during the year

Mr. Vivek Chaand Sehgal 39 (I) (d) (i) 25 -

MAS Middle East Ltd. (FZE) 39 (I) (d) (iv) - 155

21 Loans received back during the year


39 (I) (a) - 477


22 Loans converted into equity shares

Samvardhana Motherson Global Holdings Ltd

39 (I) (a) 21 -

23 Security deposits given Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 13 53

Motherson Auto Ltd. 39 (I) (d) (iv) - 67

24 Security deposit received back

Motherson Sumi Systems Ltd. 39 (I) (a) 1 -



S. No.


Amount 2015-16 2014-15

Balance at year end25 Security deposit given Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 65 52


26 Security deposits received

Magneti Marelli Motherson Auto System Pvt Ltd.

39 (I) (a) - 0*

Motherson Sumi Systems Ltd 39 (I) (a) - 0*

Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 0* -

27 Loans receivable Samvardhana Motherson Global Holdings Ltd.

39 (I) (a) - 21


39 (I) (a) 98 83



28 Advance given to supplier

SMR Automotive Systems uSA Inc 39 (I) (a) 0* -

Motherson Air Travel Agencies Ltd. 39 (I) (b) 0* -

Systematic Conscom Ltd. 39 (I) (d) (iv) 1 0*

29 Advance received from customers


Magneti Marelli Motherson Auto System Private Ltd.

39 (I) (a) 8 3

30 Capital advance given Motherson Auto Ltd. 39 (I) (d) (iv) 50 50

31 Trade payable Motherson Sumi Systems Ltd. 39 (I) (a) 6 10

Motherson Air Travel Agencies Ltd 39 (I) (b) 14 3


Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 18 0*


32 Trade receivable Motherson Sumi Systems Ltd. 39 (I) (a) 96 145

SMP Deutschland GmbH (Boetzingen, DE)

39 (I) (a) 87 50

SMR Automotive Mirrors Stuttgart GmbH

39 (I) (a) 36 11

33 Amount recoverable Motherson Sumi Systems Ltd. 39 (I) (a) - 0*

Anest Iwata Motherson Ltd. 39 (I) (a) 0* 0*

Magneti Marelli Motherson Auto System Ltd.

39 (I) (a) 0* 0*

SMR Automotive Systems uSA Inc 39 (I) (a) - 0*

Samvardhana Employees Welfare Trust

39 (I) (d) (iv) 1 -

34 Interest receivable MSSL Wiring System Inc. 39 (I) (a) - 8


39 (I) (a) - 5


35 Interest Payable MAS Middle East Ltd. (FZE) 39 (I) (d) (iv) - 2


# Amount mentioned is knocked off due to conversion of entity into subsidiary.



40. Leases

a. Finance Leases:

Assets acquired on finance lease and hire purchase contract comprise property and plant & machinery. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clause.

The minimum lease payments and present value of minimum lease payments are as follows:

Minimum Lease Payments Present value of Minimum lease payments

March 31, 2016

March 31, 2015

March 31, 2016

March 31, 2015

Not later than one year 569 573 534 525Later than 1 year and not later than 5 years 487 709 441 665Later than 5 years 76 89 70 81Total 1,132 1,371 1,045 1,271Less: Finance Charges 87 100Present value of minimum lease period 1,045 1,271Disclosed under:Other long term borrowings (Refer Note 5) 513 746Other Current Liabilities (Refer Note 11) 532 525

b) Operating Leases:

The Company has significant operating leases for premises. These lease arrangements range for a period between 11 months and 10 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses. The Company has entered into some sub-leases and all such subleases are cancellable and are for a period of 11 months, with an option of renewal on mutually agreeable terms:

Year ended March 31, 2016

Year ended March 31, 2015

With respect to all operating leases;Lease payments recognised in the Statement of Profit and Loss during the year

4,070 3,440

Sub-lease payments received / receivable recognised in the Statement of Profit and Loss during the year

106 121

The Company has taken various commercial premises, motor vehicles, plant and machinery under non-cancellable operating leases. The future minimum lease payments are as follows:

Particulars As atMarch 31, 2016

As atMarch 31, 2015

Payable not later than 1 year 2,170 807Payable later than 1 year and not later than 5 years 3,877 1,740Payable later than 5 years 1,575 633

41. Earnings per share



a) Basic Net profit / (loss) after tax available for equity shareholders 5,446 3,861Less: Dividend Tax paid by consolidated company 442 165Net profit / (loss) after tax available for equity Shareholders -(A) 5,004 3,696Weighted average number of Equity Shares outstanding (Nos.) - (B) 473,613,855 473,613,855Basic (loss) / earnings (in Rupees) Per Equity Share of Rs. 10/- each. (Previous year Rs. 10/- each ) (A/B)

10.57 7.80





b) DilutedNet profit / (loss) after tax available for equity Shareholders -(A) 5,004 3,696Weighted average number of equity shares used to compute basic earnings per share- (B)

473,613,855 473,613,855

Diluted Earnings (in Rupees) Per Equity Share of Rs. 10/- each. (Previous year Rs. 10/- each ) (A/B)

10.57 7.80

Note: The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and dilutive EPS of the Company remains the same.

42. Disclosure relating to entities considered in the consolidated financial statements:

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

Name of the Company Country of Incorporation

% voting power held as at Reporting Dates used for Consolidation

March 31, 2016 March 31, 2015

MothersonSumi INfotech & Designs Ltd. India 53.65% 53.64% March 31, 2016Samvardhana Motherson Virtual Analysis Ltd. (held by MothersonSumi INfotech & Designs Ltd.)

India 100% 100% March 31, 2016

Motherson Auto Engineering Service Ltd. (held by MothersonSumi INfotech & Designs Ltd.)

India 100% 100% March 31, 2016

MSID u.S. Inc. (held by MothersonSumi INfotech & Designs Ltd.)

uSA 100% 100% March 31, 2016

MothersonSumi Infotekk And Designs GmbH (held by MothersonSumi INfotech & Designs Ltd.)

Germany 100% 100% March 31, 2016

MothersonSumi INfotech and Designs SG Pte. Ltd. (held by MothersonSumi INfotech & Designs Ltd.)

Singapore 100% 100% March 31, 2016

MothersonSumi INfotech & Designs KK (held by MothersonSumi INfotech and Designs SG Pte. Ltd.)

Japan 80% 80% March 31, 2016

Saks Ancillaries Ltd. India 58.12% 58.12% March 31, 2016Motherson Machinery and Automations Ltd.

India 100% 100% March 31, 2016

Nachi Motherson Tool Technology Ltd. India 74% 74% March 31, 2016Tiger Connect Travel Systems & Solutions Ltd.

India 100% 100% March 31, 2016

Motherson Molds and Diecasting Ltd. India 51% 51% March 31, 2016Samvardhana Motherson Finance Services Cyprus Ltd.

Cyprus 100% 100% March 31, 2016

Samvardhana Motherson Refrigeration Product Ltd (Jointly with Samvardhana Motherson Finance Services Cyprus Ltd.)

India 100% - 100 Shares

100% - 100 Shares

March 31, 2016

Samvardhana Motherson Holding (M) Private Ltd. (SMHPL)

Mauritius 100% 100% March 31, 2016

Motherson Advanced Tooling Solutions Ltd.

India 100% 100% March 31, 2016

Motherson Auto Solutions Ltd. India 66% 66% March 31, 2016





March 31, 2016 March 31, 2015

Motherson Consultancies Service Limited

India 100% 100% March 31, 2016

Motherson Sintermetal Technology Ltd. India 88.85% 51% March 31, 2016Motherson Sintermetal Technology B.V.(held by Motherson Sintermetal Technology Ltd.)

Netherlands 100% 100% March 31, 2016

Motherson Sintermetal Products S.A.(held by Motherson Sintermetal Technology B.V.)

Spain 100% 100% March 31, 2016

Motherson Techno Tools Limited India 60% 60% March 31, 2016Motherson Techno Tools Mideast FZE. (% held by Motherson Techno tools Limited)

uAE 100% 100% March 31, 2016

Samvardhana Motherson Auto System Private Limited

India 100% 100% March 31, 2016

Samvardhana Motherson Auto Component Private Limited

India 100% 100% March 31, 2016

Motherson Invenzen XLab Private Limited

India 51% - March 31, 2016

B. Details of Associate Companies are as follows:



March 31, 2016 March 31, 2015

Motherson Air Travel Agencies Limited India 43.33% 43.33% March 31, 2016

C. Details of Joint Venture Companies which have been considered in these consolidated accounts are as follows:



March 31, 2016 March 31, 2015

Samvardhana Motherson Global Holding Limited (SMGHL) (% held By Samvardhana Motherson Holding (M) Private Limited)1

Cyprus 49% 49% March 31, 2016

Motherson Sumi Systems Limited (MSSL) India 36.93% 36.92% March 31, 2016Anest Iwata Motherson Coating Equipment Private Limited

India 49% 49% March 31, 2016

Anest Iwata Motherson Private Limited India 49% 49% March 31, 2016Air Factory Energy Limited (% held by Anest Iwata Motherson Private Limited)

India 100% 100% March 31, 2016

AES (India) Engineering Limited India 26% 26% March 31, 2016Spheros Motherson Thermal System Limited India 49% 49% March 31, 2016Matsui Technologies India Limited India 50% 50% March 31, 2016Fritzmeier Motherson Cabin Engineering Private Limited (Jointly with Samvardhana Motherson Finance Services Cyprus Limited2

India 50% 50% March 31, 2016

Nissin Advanced Coating Indo Co. Private Limited.(Jointly with Samvardhana Motherson Finance Services Cyprus Limited2

India 49% 49% March 31, 2016

Magneti Marelli Motherson India Holding B.V. (% held by Samvardhana Motherson Finance Services Cyprus Limited)2

Netherlands 50% 50% December 31,2015





March 31, 2016 March 31, 2015

Magneti Marelli Motherson Auto System Private Ltd (% held by Magneti Marelli Motherson India Holding B.V.)

India 100% 100% March 31, 2016

CTM India Limited India 41% 41% March 31, 2016Nachi Motherson Precision Private Limited India 49% 49% March 31, 2016Motherson Bergstrom HVAC Solution Private Limited

India 50% 50% March 31, 2016

Magneti Marelli Motherson Shock Absorbers India Private Ltd.

India 50% 50% March 31, 2016

Samvardhana Motherson Polymers Limited1 India 49% 49% March 31, 2016

1 49% directly held by Company and 51% held by MSSL.

2 During the year, the Company has purchased the equity shares from its 100% subsidiary Samvardhana Motherson Finance Services Cyprus Limited.

D. Details of Subsidiaries of Motherson Sumi Systems Limited which have been considered in these consolidated accounts are as follows:



March 31, 2016

March 31, 2015

MSSL Mauritius Holdings Limited Mauritius 100% 100% March 31,2016MSSL Mideast (FZE) uAE 100% 100% March 31,2016Motherson Electrical Wires Lanka Private Limited

Sri Lanka 100% 100% March 31,2016

MSSL (S) Pte Limited Singapore 100% 100% March 31,2016MSSL (GB) Limited ( held by MSSL Mideast (FZE))

uK 100% 100% March 31,2016

Motherson Wiring System (FZE) ( held by MSSL Mideast (FZE))

uAE 100% 100% March 31,2016

MSSL Tooling (FZE) ( held by MSSL Mideast (FZE))

uAE 100% 100% March 31,2016

MSSL Ireland Private Limited ( held by MSSL Mauritius Holdings Limited)

Ireland 100% 100% March 31,2016

MSSL GmbH ( held by MSSL Mideast (FZE))

Germany 100% 100% March 31,2016

Samvardhana Motherson Invest Deutschland GmbH (held by MSSL GmbH)

Germany 100% 100% March 31,2016

MSSL Advanced Polymers s.r.o.( held by MSSL GmbH)

Czech Republic

100% 100% March 31,2016

Motherson Orca Precision Technology GmbH ( held by MSSL GmbH)

Germany 95.10% 95.10% March 31,2016

MSSL s.r.l. unipersonale ( held by MSSL GmbH)

Italy 100% 100% March 31,2016

Motherson Techno Precision México, S.A. de C.V ( held by MSSL GmbH)

Mexico 100% 100% March 31,2016

Samvardhana Motherson Polymers Management Germany GMBH ( held by MSSL GmbH)

Germany 100% 100% March 31,2016

Samvardhana Motherson Plastic Solutions GMBH & Co KG ( held by MSSL GmbH)

Germany 100% 100% March 31,2016

Global Environment Management (FZC) (held by MSSL Mauritius Holdings Limited)

uAE 78.82% 78.82% March 31,2016





March 31, 2016

March 31, 2015

Global Environment Management Australia Pty Limited ( held by Global Environment Management (FZC))

Australia 100% 100% March 31,2016

MSSL Australia Pty Limited (held by MSSL (S) Pte. Limited)


Motherson Elastomers Pty Limited (held by MSSL Australia Pty Limited)


Motherson Investments Pty Limited (held by MSSL Australia Pty Limited)


MSSL Global RSA Module Engineering Limited ( held by MSSL Mauritius Holdings Limited)

South Africa 100% 100% March 31,2016

Samvardhana Motherson Global Holdings Ltd. (SMGHL) ( held by MSSL Mauritius Holdings Limited)

Cyprus 51% 51% March 31,2016

MSSL Japan Limited (held by MSSL (S) Pte Limited)

Japan 100% 100% March 31,2016

MSSL México, S.A. De C.V. (held by MSSL (S) Pte Limited)

Mexico 100% 100% March 31,2016

Vacuform 2000 (Proprietary) Limited (held by MSSL Mauritius Holdings Limited)

South Africa 51% 51% March 31,2016

MSSL WH System (Thailand) Co., Ltd (held by MSSL (S) Pte. Ltd.)

Thailand 100% 100% March 31,2016

MSSL Korea WH Limited (held by MSSL (S) Pte. Ltd.)

Korea 100% 100% March 31,2016

MSSL Automobile Component Ltd India 100% 100% March 31,2016Samvardhana Motherson Polymers Limited (SMPL)

India 51% 51% March 31,2016

MSSL Consolidated Inc. (held by MSSL (GB) Ltd.)

uSA 100% 100% March 31,2016

MSSL Overseas Wiring System Ltd. (held by MSSL Consolidated Inc)

uK 100% 100% March 31,2016

MSSL Wiring System Inc (held by MSSL Overseas Wiring System Ltd)

uSA 100% 100% March 31,2016

Alphabet de Mexico, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31,2016

Alphabet de Mexico de Monclova, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31,2016

Alphabet de Saltillo, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31,2016

MSSL Wirings Juarez, S.A. de C.V. Mexico 100% 100% March 31,2016Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (formerly Samvardhana Motherson B.V.) (held by SMGHL and SMPL)

Netherlands 100% 100% March 31,2016

Samvardhana Motherson Peguform GmbH (held by SMRPBV)

Germany 100% 100% March 31,2016

SMP Deutschland GmbH (held by Samvardhana Motherson Peguform GmbH and SMGHL)

Germany 100% 100% March 31,2016

SMP Automotive Technology Iberica S.L. (by SMRPBV)

Spain 100% 100% March 31,2016





March 31, 2016

March 31, 2015

SMP Automotive Technology Management Services (Changchun) Co. Ltd. ( held by SMP Deutschland GmbH)

China 100% 100% March 31,2016

SMP Automotive Technologies Teruel Sociedad Limitada (held by SMP Automotive Technology Iberica S.L.)

Spain 100% 100% March 31,2016

SMP Automotive Systems Mexico S.A. de C.V. (held by SMP Automotive Technology Iberica S.L.)

Mexico 100%-1share 100%-1share March 31,2016

Samvardhana Motherson Peguform Barcelona S.L.u (held by SMP Automotive Technology Iberica S.L.)

Spain 100% 100% March 31,2016

SMP Logistik Service GmbH (previously known as SMP Automotive Solutions Personalleasings GmbH) ( held by SMP Deutschland GmbH)

Germany 100% 100% March 31,2016

Samvardhana Motherson Peguform Automotive Technology Portugal S.A. (held by SMP Automotive Technology Iberica S.L.)

Portugal 100% 100% March 31,2016

SMP Automotive Solutions Slovakia s.r.o (held by SMP Deutschland GmbH)

Slovakia 100% 100% March 31,2016

Changchun Peguform Automotive Plastics Technology Co., Ltd.( held by SMP Deutschland GmbH)

China 50% +1share 50% +1share March 31,2016

SMP Automotive Produtos Automotivos do Brasil Ltda. (held by SMP Automotive Technology Iberica S.L.)

Brazil 100%-1share 100%-1share March 31,2016

Foshan Peguform Automotive Plastics Technology Co. Ltd. (held by Changchun Peguform Automotive Plastics Technology Co., Ltd.)

China 100% 100% March 31,2016

SMP Exterior Automotive GmbH (held by Samvardhana Motherson Peguform GmbH)

Germany 100% 100% March 31,2016

SMP Automotive Interiors (Beijing) Co. Ltd (held by SMRPBV)

China 100% 100% March 31,2016

Samvardhana Motherson Reflectec Group Holdings Limited (SMR) (held by Samvardhana Motherson Automotive Systems Group B.V.)

Jersey 98.45% 98.45% March 31,2016

Samvardhana Motherson Innovative Autosystems BV & Co. KG (held by Samvardhana Motherson Peguform GmbH)

Germany 100% 100% March 31,2016

SMR Automotive Holding Hong Kong Limited (held by SMR)

Hong Kong 100% 100% March 31,2016

SMR Automotive Technology Holding Cyprus Limited (held by SMR)

Cyprus 100% 100% March 31,2016

SMR Automotive Mirror Systems Holding Deutschland GmbH (held by SMR)

Germany 100% 100% March 31,2016

SMR Automotive Mirrors Stuttgart GmbH (held by SMR)

Germany 100% 100% March 31,2016

SMR Poong Jeong Automotive Mirrors Korea Ltd. (held by SMR)

South Korea 89.86% 89.86% March 31,2016





March 31, 2016

March 31, 2015

SMR Hyosang Automotive Ltd. (held by SMR)


SMR Holding Australia Pty Ltd. (held by SMR)


SMR Automotive Australia Pty Limited (held by SMR)


SMR Automotive Mirror Technology Hungary BT (held by SMR)

Hungary 100% 100% March 31,2016

SMR Grundbesitz GmbH & Co. KG (held by SMR)

Germany 93.07% 93.07% March 31,2016

SMR Automotive (Langfang) Co. Ltd (held by SMR,Korea)

China 89.86% 89.86% March 31,2016

SMR Automotive Mirror Parts and Holdings uK Ltd (held by SMR)

uK 100% 100% March 31,2016

SMR Automotive Mirrors uK Limited (held by SMR)

uK 100% 100% March 31,2016

SMR Automotive Technology Valencia S.A.u. (held by SMR)

Spain 100% 100% March 31,2016

SMR Automotive Mirror Services uK Ltd. (held by SMR)

uK 100% 100% March 31,2016

SMR Automotive Mirror International uSA Inc. (held by SMR)

uSA 100% 100% March 31,2016

SMR Automotive Systems uSA Inc. (held by SMR)

uSA 100% 100% March 31,2016

SMR Automotive Systems France S.A. (held by SMR)

France 100% 100% March 31,2016

SMR Automotive Systems India Limited (held by SMR)

India 100% 100% March 31,2016

SMR Automotive Yancheng Co. Limited (held by SMR)

China 100% 100% March 31,2016

SMR Automotive Beijing Company Limited (held by SMR)

China 100% 100% March 31,2016

SMR Automotive Mirror Technology Holding Hungary KFT (held by SMR)

Hungary 100% 100% March 31,2016

SMR Automotive Systems Spain S.A.u (held by SMR)

Spain 100% 100% March 31,2016

SMR Automotive Vision Systems Mexico S.A de C.V (held by SMR)

Mexico 100% 100% March 31,2016

SMR Automotive Servicios Mexico S.A de C.V (held by SMR)

Mexico 100% 100% March 31,2016

SMR Patents S.à.r.l. (held by SMR) Luxembourg 100% 100% March 31,2016SMR Automotive Beteiligungen Deutschland GmbH (held by SMR)

Germany 100% 100% March 31,2016

SMR Automotive Brasil Ltda. (held by SMR) Brazil 100% 100% March 31,2016SMR Automotives Systems Macedonia Dooel Skopje (held by SMR)

Macedonia 100% 100% March 31,2016

SMR Automotive System (Thailand) Limited (held by SMR)


SMR Automotive Operations Japan K.K. (held by SMR)

Japan 100% 100% March 31,2016

SMR Automotive Vision System Operations uSA INC. (held by SMR)

uSA 100% 100% March 31,2016





March 31, 2016

March 31, 2015

SMR Mirror uK Limited (held by SMR) uK 100% 100% March 31,2016Samvardhana Motherson Innovative Autosystems Holding Company BV (held by SMR)


SM Real Estate GmbH (held by SMP Automotive Exterior GmbH)

Germany 94.80% 94.80% March 31,2016

Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V. (earlier known as Kunstsoff-Technik Trier de Mexico S.A de CV) (held by SMR)

Mexico 99% 99% March 31,2016

Property Holdings Trier de México S.A de C.V (held by SMR) (Merged with Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V.)

Mexico - 99% March 31,2016

Administrative Services Trier de México S.A. de C.V (held by SMR) (Merged with Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V.)


Samvardhana Motherson Global (FZE) (Held by SMR)

uAE 100% - March 31,2016

SMP Automotive Systems Alabama Inc. uSA 100% - March 31,2016Motherson Innovations Company Limited (Held by SMR)

England 100% - March 31,2016

Motherson Innovations Deutschland GmbH Germany 100% - March 31,2016SAKS Ancillaries Limited India 40.01% 40.01% March 31,2016Re time Pty Limited (held by SMR) Australia 35% 35% March 31,2016Kyungshin Industrial Motherson Limited India 50% 50% March 31,2016Calsonic Kansei Motherson Auto Products Private Limited

India 49% 49% March 31, 2016

Ningbo SMR Huaxiang Automotive Mirrors Co. Ltd. (through SMR)

China 50% 50% March 31, 2016

Chongqing SMR Huaxiang automotive Products Limited (through SMR)

China 50% 50% March 31, 2016

Celulosa Fabril S.A. (Zaragoza, ES) (through SMP automotive technology Iberica S.L.)

Spain 50% 50% March 31, 2016

Modulos Rivera Alta S.L.u. (through Celulosa Fabril S.A.)

Spain 100% 100% March 31, 2016

Eissmann SMP Automotive Interieur Slovensko s.r.o (through SMP Deutschland GmbH )

Slovakia 49% 49% March 31, 2016

Samvardhana Motherson Nippisun Technology Ltd (SMNTL)

India 49.50% 49.50% March 31, 2016

Woco Motherson Limited (FZC) (through MSSL Mauritius Holdings Limited)

u.A.E - 33.33% -

Woco Motherson Elastomers Limited India - 33.33% -Woco Motherson Advanced Rubber Technologies Limited

India - 33.33% -



E. Details of subsidiaries / Joint Ventures / Associate of Samvardhana Motherson Group Holding Limited (SMGHL, Cyprus) which have been considered in these consolidated financial statements are as follows:



March 31, 2016

March 31, 2015

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (formerly Samvardhana Motherson B.V.) (held by SMGHL and SMPL)



Jersey 98.45% 98.45% March 31,2016


Hong Kong 100% 100% March 31,2016


Cyprus 100% 100% March 31,2016


Germany 100% 100% March 31,2016


Germany 100% 100% March 31,2016










Hungary 100% 100% March 31,2016


Germany 93.07% 93.07% March 31,2016


China 89.86% 89.86% March 31,2016


uK 100% 100% March 31,2016


uK 100% 100% March 31,2016


Spain 100% 100% March 31,2016


uK 100% 100% March 31,2016


uSA 100% 100% March 31,2016


uSA 100% 100% March 31,2016


France 100% 100% March 31,2016


India 100% 100% March 31,2016





March 31, 2016

March 31, 2015


China 100% 100% March 31,2016


China 100% 100% March 31,2016


Hungary 100% 100% March 31,2016


Spain 100% 100% March 31,2016


Mexico 100% 100% March 31,2016


Mexico 100% 100% March 31,2016


Germany 100% 100% March 31,2016






Japan 100% 100% March 31,2016


uSA 100% 100% March 31,2016




Mexico 99% 99% March 31,2016






uAE 100% - March 31,2016



Motherson Innovations Deutschland GmbH Germany 100% - March 31,2016Re time Pty Limited (held by SMR) Australia 35% 35% March 31,2016Ningbo SMR Huaxiang Automotive Mirrors Co. Ltd. (through SMR)

China 50% 50% March 31, 2016


China 50% 50% March 31, 2016


Germany 100% 100% March 31,2016





March 31, 2016

March 31, 2015


Germany 100% 100% March 31,2016


Spain 100% 100% March 31,2016


China 100% 100% March 31,2016


Spain 100% 100% March 31,2016




Spain 100% 100% March 31,2016


Germany 100% 100% March 31,2016










China 100% 100% March 31,2016


Germany 100% 100% March 31,2016


China 100% 100% March 31,2016


Germany 100% 100% March 31,2016


Germany 94.80% 94.80% March 31,2016


Spain 50% 50% March 31, 2016


Spain 100% 100% March 31, 2016





F. Details of subsidiaries / Joint Ventures / Associate of Samvardhana Motherson Polymers Limited (SMPL) which have been considered in these consolidated financial statements are as follows:



March 31, 2016

March 31, 2015

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (formerly Samvardhana Motherson B.V.) (held by SMGHL and SMPL)



Germany 100% 100% March 31,2016


Germany 100% 100% March 31,2016


Spain 100% 100% March 31,2016


China 100% 100% March 31,2016


Spain 100% 100% March 31,2016




Spain 100% 100% March 31,2016


Germany 100% 100% March 31,2016










China 100% 100% March 31,2016


Germany 100% 100% March 31,2016


China 100% 100% March 31,2016





March 31, 2016

March 31, 2015


Germany 100% 100% March 31,2016


Germany 94.80% 94.80% March 31,2016


Spain 50% 50% March 31, 2016


Spain 100% 100% March 31, 2016




Jersey 98.45% 98.45% March 31,2016


Hong Kong 100% 100% March 31,2016


Cyprus 100% 100% March 31,2016


Germany 100% 100% March 31,2016


Germany 100% 100% March 31,2016










Hungary 100% 100% March 31,2016


Germany 93.07% 93.07% March 31,2016


China 89.86% 89.86% March 31,2016


uK 100% 100% March 31,2016


uK 100% 100% March 31,2016


Spain 100% 100% March 31,2016


uK 100% 100% March 31,2016


uSA 100% 100% March 31,2016


uSA 100% 100% March 31,2016


France 100% 100% March 31,2016





March 31, 2016

March 31, 2015


India 100% 100% March 31,2016


China 100% 100% March 31,2016


China 100% 100% March 31,2016


Hungary 100% 100% March 31,2016


Spain 100% 100% March 31,2016


Mexico 100% 100% March 31,2016


Mexico 100% 100% March 31,2016


Germany 100% 100% March 31,2016






Japan 100% 100% March 31,2016


uSA 100% 100% March 31,2016




Mexico 99% 99% March 31,2016






uAE 100% - March 31,2016



Motherson Innovations Deutschland GmbH Germany 100% - March 31,2016Re time Pty Limited (held by SMR) Australia 35% 35% March 31,2016Ningbo SMR Huaxiang Automotive Mirrors Co. Ltd. (through SMR)

China 50% 50% March 31, 2016


China 50% 50% March 31, 2016



43. Interests in Joint Ventures

The Group’s interests, as a venture, in jointly controlled entities as at March 31, 2016 are:


% voting power held as atMarch 31, 2016 March 31, 2015

Samvardhana Motherson Global Holding Limited (Consolidated)

Cyprus 49% 49%

Motherson Sumi Systems Limited (Consolidated) India 36.93% 36.92%Anest Iwata Motherson Coating Equipment Private Limited

India 49% 49%

Anest Iwata Motherson Private Limited India 49% 49%Air Factory Energy Limited (% held by Anest Iwata Motherson Private Limited)

India 100% 100%

AES (India) Engineering Limited India 26% 26%Spheros Motherson Thermal System Limited India 49% 49%Matsui Technologies India Limited India 50% 50%Fritzmeier Motherson Cabin Engineering Private Limited

India 50% 50%

Nissin Advanced Coating Indo Co. Private Limited India 49% 49%Magneti Marelli Motherson India Holding B.V. Netherlands 50% 50%Magneti Marelli Motherson Auto System Private Ltd (% held by Magneti Marelli Motherson India Holding B.V.)

India 100% 100%

CTM India Limited India 41% 41%Nachi Motherson Precision Private Limited India 49% 49%Motherson Bergstrom HVAC Solution Private Limited India 50% 50%Magneti Marelli Motherson Shock Absorbers India Private Ltd.

India 50% 50%

Samvardhana Motherson Polymers Limited India 49% 49%

Following amounts represent the Group’s share of the assets and liabilities and revenue and expenses of the joint ventures and are included in the consolidated balance sheet and consolidated profit & loss account:

Particulars March 31, 2016 March 31, 2015AssetsNon-Current AssetsFixed AssetsTangible Assets 58,679 45,940Intangible Assets 3,742 3,540Capital work in progress 12,773 9,210Intangible assets under development - 2Non-Current investments 1,071 681Deferred tax assets(net) 3,318 1,691Long Term loans and advances 1,627 5,059Other Non-current assets 5,228 2,419Current AssetsCurrent investments* 0 0Inventories 38,182 31,418Trade Receivables 28,477 24,832Cash & Bank Balances 17,191 15,435Short Term loans and advances 6,959 5,861Other current Assets 530 126



Particulars March 31, 2016 March 31, 2015LiabilitiesNon-Current LiabilitiesLong Term Borrowings 48,497 38,323Deferred tax liabilities(net) 1,788 1,448Other long term liabilities 1,514 2,120Long Term provisions 2,239 1,998Current LiabilitiesShort Term Borrowings 7,427 5,984Trade Payables 51,222 44,662Other Current liabilities 22,252 18,642Short Term Provisions 2,398 2,874Reserves & Surplus 23,996 19,226RevenueRevenue from Operations(net) 331,894 294,333Other Income 2,633 3,871Expenditure 318,590 285,415Profit before Tax 15,937 12,789Provision for Tax 3,852 3,557Profit after Tax 12,085 9,232Contingent Liabilities - In respect of Excise, Sales tax & Service tax matters 387 565 - Bank Guarantees 105 24Capital Commitment 3,837 3,350Corporate/Counter guarantees given by Company on behalf of Joint Ventures - -


44. Provisions

a) Warranty

A provision is recognized for expected warranty claims on products sold during the last year, based on past experience of the level of repairs and returns. Due to the very nature of such costs, it is not possible to estimate the uncertainties relating to the outflows of economic benefits.

b) Onerous Contracts

Onerous contracts represent management’s best estimate of the amount by which the expected benefits from certain specific contracts are lower than the unavoidable cost of meeting its obligations under those contracts. The time frame within which such provisions will unwind varies by contract.

c) Litigations

Provision for litigations/disputes represents claims against the Company not acknowledged as debts that are expected to materialise in respect of matters in litigation.

Provision for litigation has been created in respect of following matters:

a. Labour claims - Rs. 51 million (Previous year : Rs. 29 million): Amount of the provision relates to claims against the Company in respect of overtime payment, salary parity payment, tenure / damages caused by labour related diseases and labour accidents.

b. Civil claims - Rs. 6 million (Previous year: Rs. 24 million): Amount of the provision relates to claims against the Company from suppliers.

c. Tax and other claims - Rs. 79 million (Previous year : Rs. 92 million): Amount of the provision relates to claims against the Company in respect of sales tax , excise and entry tax demands including interest thereon,



where applicable, being contested by the Company. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

d. Litigation Cost - Rs. 76 million (Previous year : Rs 64 million): Amount of provision relates to costs to be incurred in respect of compensation claim, on Cross Industries (former shareholder of Peguform Group) for violation of obligations of the share purchase agreement, filed with International Chamber of Commerce.

The group has the following provisions in the books of account:

Warranty Onerous Contracts LitigationsMarch 31,

2016March 31,

2015March 31,

2016March 31,

2015March 31,

2016March 31,

2015Opening Balance 900 747 9 1 209 123Addition acquired through acquisition

- 159 - 0 - 21

Additions during the year 663 737 - 11 111 141utilised / Reversed during the year

(397) (636) - (1) (121) (40)

Exchange translation adjustment

72 (107) 1 (2) 13 (36)

Closing balance 1,238 900 10 9 212 209Classified as Non – Current (Refer Note 8)

99 94 - - 56 97

Classified as Current (Refer Note 12)

1,139 806 10 9 156 112

45. Percentage of Group in Net Assets (total assets minus total liabilities and share in profit or loss)

Current Year 2015-2016

Name of the Company Net Assets Share in profit or (loss)As a % of

Consolidated Net Assets

Amount As a % of Consolidated Profit/ (loss)

Amount

Samvardhana Motherson International Limited 28 9,019 (17) (1,034)Subsidiaries: Indian: SAKS Ancillaries Limited 0* 87 0* 2 Motherson Machinery and Automations Limited 0* 10 0* 2 Nachi Motherson Tool Technology Limited 0* 33 0* 3 Tigers Connect Travel Systems & Solutions Limited

0* 55 0* 1

Motherson Molds and Diecasting Limited 0* 103 0* 21 Motherson Advanced Tooling Solutions Limited

(0)* (114) (1) (67)

Motherson Auto Solutions Limited 3 1,025 (0)* (24)MothersonSumi Infotech & Designs Limited # 1 385 1 41 Motherson Consultancies Service Limited (0)* (57) 0* 20 Motherson Sintermetal Technology Limited# (5) (1,580) (16) (980)Motherson Techno Tools Limited # 3 1,103 2 102 Samvardhana Motherson Auto Component Private Limited

0* 78 (0)* (12)


(0)* (1) (0)* (1)

Samvardhana Motherson Refrigeration Product Limited

(0)* (144) (1) (55)

Motherson Invenzen XLab Pvt. Limited (0)* (4) (1) (35)






Amount

Foreign: Samvardhana Motherson Finance Services Cyprus Limited

2 488 (4) (282)

Samvardhana Motherson Holding (M) Pvt. Limited

(2) (590) (1) (43)

Associates (Investment as per Equity Method)

Indian: Motherson Air Travel Agencies Ltd 0* 115 0* 9 Joint Ventures (As per Proportionate Consolidation)

Indian: AES (India) Engineering Limited 0* 11 0* 4 Anest Iwata Motherson Private Limited # 1 189 0* 13 Anest Iwata Motherson Coating Equipment Limited

0* 30 0* 11

CTM India Limited 1 143 1 58 Fritzmeier Motherson Cabin Engineering Private Limited

1 231 0* 0*

Matsui Technologies India Limited 0* 26 0* 7 Magneti Marelli Motherson Auto System Private Limited

2 514 0* 27

Motherson Sumi Systems Limited # 48 15,634 108 6,485 Nissin Advanced Coating Indo Co. Private Limited

0* 29 (0)* (1)

Nachi Motherson Precision Private Limited 0* 65 0* 6Samvardhana Motherson Polymers Limited# 12 4,018 21 1,237 Magneti Marelli Motherson Shock Absorbers India Private Limited

1 335 (1) (80)

Spheros Motherson Thermal System Limited 0* 62 0* 13 Motherson Bergstrom HVAC Solutions Private Limited

0* 11 (0)* (7)

Foreign: Magneti Marelli Motherson India Holding B.V. 1 224 (0)* (2)Samvardhana Motherson Global Holdings Limited #

42 13,552 72 4,334

Minority Interest in All Subsidiaries (39) (12,643) (63) (3,781)Total 100 32,442 100 5,994 Adjustment arising out of Consolidation 3,307 548As per Consolidated Financial Statements 29,135 5,446



Previous Year 2014-2015




Amount

Samvardhana Motherson International Limited 35 10,053 (6) (260)Subsidiaries:Indian:SAKS Ancillaries Limited 0* 85 0* 3Motherson Machinery and Automations Limited

0* 10 0* 1

Nachi Motherson Tool Technology Limited 0* 34 0* 4Tigers Connect Travel Systems & Solutions Limited

0* 55 (0) * (3)

Motherson Molds and Diecasting Limited 0* 94 0* 11Motherson Advanced Tooling Solutions Limited

(0) * (47) (4) (172)

Motherson Auto Solutions Limited 4 1,049 (1) (23)MothersonSumi Infotech & Designs Limited # 2 462 1 51Motherson Consultancies Service Limited 0* (77) 0* 7Motherson Sintermetal Technology Limited# (4) (1,171) (12) (571)Motherson Techno Tools Limited # 4 1,039 3 138Samvardhana Motherson Auto Component Private Limited

0* 0* - -


0* 0* - -

Samvardhana Motherson Refrigeration Product Limited

(0) * (90) (0) * (6)

Foreign:Samvardhana Motherson Finance Services Cyprus Limited

3 729 1 49

Samvardhana Motherson Holding (M) Pvt. Limited

(2) (485) (8) (383)

Associates (Investment as per Equity Method)Indian:Motherson Air Travel Agencies Limited 0* 106 0* 11Joint Ventures (As per Proportionate Consolidation)Indian:AES (India) Engineering Limited 0* 9 0* 0* Anest Iwata Motherson Private Limited # 1 182 0* 7 Anest Iwata Motherson Coating Equipment Limited

0* 26 0* 11

CTM India Limited 0* 108 1 28 Fritzmeier Motherson Cabin Engineering Private Limited

1 230 0* 9

Matsui Technologies India Limited 0* 23 0* 3 Magneti Marelli Motherson Auto System Private Limited

2 487 1 35

Motherson Sumi Systems Limited # 43 12,229 102 4,708 Nissin Advanced Coating Indo Co. Private Limited 0* 29 (0) * (4)Nachi Motherson Precision Private Limited 0* 59 0* 0*






Amount

Samvardhana Motherson Polymers Limited# 10 2,879 22 1,004 Magneti Marelli Motherson Shock Absorbers India Private Limited

1 366 (1) (35)

Spheros Motherson Thermal System Limited 0* 60 0* 12 Motherson Bergstrom HVAC Solutions Private Limited

0* 18 (1) (38)

Foreign:Magneti Marelli Motherson India Holding B.V. 1 201 (0) * (3)Samvardhana Motherson Global Holdings Limited # 32 9,453 77 3,504 Minority Interest in All Subsidiaries (33) (9,475) (75) (3,470)Total 100 28,730 100 4,628 Adjustment arising out of Consolidation 5,173 767 As per Consolidated Financial Statements 23,557 3,861

# Net assets and Profit / (Loss) is consolidated amount, including its step down subsidiaries, joint ventures and associates.


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

(ii) Current tax expense includes reversal of provision for income tax for earlier years of Rs. 143 million (Previous year: Rs. 0* million) due to completion of tax assessments of the Company.


47. The Company has established a trust namely Samvardhana Employees Welfare Trust (‘the Trust’) for welfare of the employees of the Company and its affiliate companies and for the purposes of establishing, instituting, administrating, managing, implementing and all other matters incidental to the employee stock option plans and/or any other Share Issue Scheme, by whatever name called, introduced or offered by the Company from time to time.

The Company had introduced an employee share purchase scheme in 2006 - 07, towards which 6.0 million equity shares of Rs 10/- each fully paid up were allotted to the Trust at par during the year 2006-07, 2.85 million shares of Rs. 10/- each fully paid up were allotted during the year 2009-10 at a premium of Rs 11/- each, 5.2 million shares of Rs 10/- each fully paid up were allotted during the year 2011-12 at a premium of Rs. 42.1 per share. The shares are allotted to the trust and in turn allotted by the Trust to the employees at the value determined by an independent valuer and hence there is no expense required to be recognized in the Statement of Profit and Loss of the Company. The Trust has transferred Nil (Previous year: 7,000) No. of shares of Rs Nil (Previous year: Rs. 1 million) to the employees of the Company during the year ended March 31, 2016.

48. i) The Company has privately placed Redeemable Non-Convertible Debentures amounting to Rs 6,000 million (out of which Rs 4,000 million of Redeemable Non-Convertible Debentures has been listed in Bombay Stock Exchange) (March 31, 2015 : Nil) to various lenders during the year and as per Rule 7 (b) (ii) of Chapter IV, Rule 18 (7) of the Companies (Share Capital and Debentures) Rules, 2014, if an NBFC, which is registered with the RBI, issues debentures on a private placement basis, the said NBFC is not required to create any DRR in respect of the said debentures. The Company had redeemed debentures amounting to Rs 5,000 million out of Rs. 7,500 million issued during the previous years to various lenders along with redemption premium during the year.

The Company is registered with the RBI under Section 45-IA of the RBI Act, 1934 as a Core-investment Company (“CIC”), a class of NBFCs, which are regulated by the RBI in terms of the Core Investment Companies (Reserve Bank) Directions 2015. In accordance of the aforesaid provisions, the Company is not required to and has therefore not created Debenture Redemption Reserve.



ii) During the year, the Company has privately placed Redeemable Non-Convertible Debentures amounting to Rs 4,000 million which are listed with BSE Limited to various lenders.

The funds were raised through debt instrument used for the repayment of existing debt and general corporate purposes.

S. No. End Use Amount1 Refinancing existing indebtedness 2,0002 General Corporate Purposes 2,000

Total 4,000

iii) The Company is required to pay premium aggregating to Rs. 2,735 million at the time of redemption of these debentures, out of which the Company has charged off a premium of Rs. 893 million (March 31, 2015: Rs. 893 million) on proportionate basis in the Statement of Profit and Loss under the head “Other Borrowing Cost” in Note - 30 (Finance Cost) and disclosed as “Premium on Redemption of Debentures” under Note - 7 (Other Long-Term Liabilities) and Note- 11 (Other Current Liabilities).

49. The Company received a Letter dated March 13, 2012 from the Reserve Bank of India (“RBI”) to make overseas direct investments under automatic route subject to the condition that the existing overseas step down entities acting as SPV or Holding companies are either collapsed or converted into operating entities on or before March 31, 2014 which was further extended till March 31, 2016 by RBI’s letter dated January 20, 2016. Subsequent to the year end, the Company has informed to Reserve Bank of India that it has complied with all conditions as laid out by RBI and approval for Automatic Route should be granted to the Company.

50. During the year ended March 31, 2016, one of the subsidiaries of the Company, Samvardhana Motherson Automotive Systems Group (“SMRP BV” or “the Subsidiary”) issued Euro 100 million (Rs 7,538 million) 3.70% Senior Secured Notes due 2025 (the “Notes”). The Notes bear interest at a rate of 3.70% payable annually on June 18 of each year and will mature on June 18, 2025. The Notes are listed on the Irish Stock Exchange and trade on the Global Exchange Market of the Irish Stock Exchange.

The Notes carry a prepayment option and as per the terms of the indenture the Subsidiary may at any time on or after June 18, 2025, redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to June 18, 2025, the subsidiary may redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings.

The Notes are structured as senior secured obligations and will rank pari passu in right of payment with all the existing and future senior obligations of SMRP BV, including the obligations under the Revolving Credit Facility and the Secondary Revolving Credit Facility. The Notes are guaranteed on a senior secured basis by certain subsidiaries of SMRP BV and are secured by share pledge and security interests granted over certain property and assets of SMRP BV and certain of its subsidiaries.

The gross proceeds from the issuance of the Notes, after meeting initial bond expenses, is intended for utilisation towards general corporate purposes including certain incurring capital expenditures at step down subsidiaries.

Subsequent to the year end, SMRP BV has announced the pricing of 4.875% Senior Secured Notes for uSD 300 million on June 8, 2016. The said offering would be a 5.5-year non-call 3 year secured notes due December 2021.

The proceeds from the issuance and sale of the 2016 Notes is intended to be used to repay existing third party indebtedness and for general corporate purposes.

51. During the year, Motherson Sumi Systems Limited and its joint venture partner, Woco Franz Josef Wolf Holding GmbH, Germany, have discontinued their Joint Venture. Accordingly interest in the joint venture entities namely Woco Motherson Elastomer Limited, Woco Motherson Advanced Rubber Technologies Limited and Woco Motherson Limited (FZC) has been transferred to the joint venture partner. Other income for year ended March 31, 2016 includes gain on disposal of interest in the aforesaid entities aggregating to Rs 81 million.

52. During the year, SMP Automotive Produlos Aulomolivos do Brasil Ltda, a step-down subsidiary of Motherson Sumi Systems Limited has revised its future business plans and accordingly has estimated recoverable value of certain fixed assets based on value in use which is lower than the carrying value. Consequently, an impairment loss of Rs. 1343 million (Euro 18.57 million) has been recognised under “Depreciation and Amortization Expense” in the consolidated financial results for year ended March 31, 2016.



53. Acquisition made during the year:

a) Motherson Invenzen XLab Private Limited

During the year, the Company has purchased 10,410 equity shares (51% shareholding) of Motherson Invenzen XLab Private Limited. This transaction has resulted in goodwill amounting to Rs 1 million, recorded in these financial statements, which has been disclosed under intangible assets (Refer Note 13).

b) Motherson Sumi Systems Limited

During the year, the Company has purchased additional 200,000 equity shares of Motherson Sumi Systems Limited. This transaction has resulted in goodwill amounting to Rs 45 million, recorded in these financial statements, which has been disclosed under intangible assets (Refer Note 13).

c) Motherson Sintermetal Technology Limited

During the year, the Company has purchased additional 24,170,399 equity shares of Motherson Sintermetal Technology Limited. This transaction has resulted in goodwill amounting to Rs 552 million, recorded in these financial statements, which has been disclosed under intangible assets (Refer Note 13) with a corresponding adjustment in accumulated “surplus in statement of profit and loss” (Refer Note 4), as the Company adjusted minority share in previous years in absence of a binding obligation to, and is able to, make good the losses. Based on discounted future cash flow projections of MSTL and its subsidiary in Spain, the Company has assessed that goodwill arising on consolidation amounting to Rs. 552 million needs to be impaired and accordingly the same has been provided for in these financial statements (Refer Note 31).

54. Previous year figures have been reclassified to conform to this year’s classification.





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