Motherson Sumi Systems Limited AR 08 09

Motherson Sumi Systems LimitedCreating wealth through global synergies

Growing trust. Transforming business. Enhancing value for all.

2 2 n d A n n u a l R e p o r t 2 0 0 8 - 0 9

a member of Samvardhana Motherson Group

What you will find inside

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

son Sumi Systems Ltd 05 | Sumitomo Wiring Systems Ltd 08 | Samvardhana Motherson Finance

Ltd 09 | MSSL Overview 12 | Chairman’s Letter 15 | Vice Chairman’s Letter 16 |Growing trust, Transforming Business, Enhancing Value for all 20 | The Transformation so far 22 |The quantum leap – Visiocorp acquisition 26 | Global Presence 32 | Financial Highlights 34 |Customer Relationships 36 | Management Discussion and Analysis 37 | Director’s Report 52| Report on Corporate Governance 57 | Auditor’s Report 67 | Balance Sheet 70 | Profit &

Loss Account 71 | Cash Flow Statement 72 | Schedules 74 | Balance Sheet Abstract 104| Consolidated Financial Statements 107

Disclaimer

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

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

ward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried

wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’,

‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in as-

sumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or un-

known risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially

from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future

events or otherwise.

1Together we make it happen

Corporate Information

FounderChairperson (Late) Smt. S.L. Sehgal

Chairman Emeritus(Late) Sh. K.L. Sehgal

Board of Directors Mr. Mohinder Singh Gujral Chairman

Mr. Vivek Chaand Sehgal Vice Chairman

Mr. Toshimi Shirakawa Director

Mr. Hiroto Murai Director

Mr. Bimal Dhar Director

Mr. Toshihiro Watanabe Whole Time Director

Maj. Gen. Amarjit Singh (Retd.) Director

Mr. Arjun Puri Director

Mr. Laksh Vaaman Sehgal Director

Mr. Futoshi Urai Alternate Director

Mr. Pankaj K. MitalAlternate Director

Registered Office2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi 110 044, India

Investor CellMr. G.N. Gauba (Company Secretary & Chief Financial Officer)E-mail: [email protected]

Registrar Karvy Computershare Pvt. Ltd.Karvy House, 46, Avenue 4, Street No. 1Hyderabad 500 034, Andhra Pradesh, India

AuditorsPrice WaterhouseChartered AccountantsBuilding 8, 7th & 8th Floor, DLF Cyber CityGurgaon 122 002, Haryana, India

BankersState Bank of IndiaICICI Bank Ltd.Citibank N.A.HDFC Bank Ltd.Bank of Tokyo Mitsubishi Ltd.Axis Bank Ltd.

2 Motherson Sumi Systems Limited

Growing Trust. Transforming Business. Enhancing Value For All.

A year of building on the edifice of the growing trust of ourcustomers and partners. A year of strategically aligning ourbusiness to their changing needs and aspirations.

A watershed year for MSSL. A year of big developments and bigger evolution. A year of pivotal growth and strategicexpansion.

A landmark year of expansive transformation. A year of deliveringgreater value to our valued customers.

It was indeed a critical year in the growth odyssey of MSSL. It wasa year when our relentless efforts towards fostering deepercustomer relationships transformed into our game-changingacquisition of Visiocorp. It was a year of making a paradigm shift

from our approach of successfully notching up incrementalacquisitions to reaching out to global customers.

The Visiocorp acquisition was a strategic move aimed atleveraging our existing product strengths and managementexpertise to provide the necessary synergies that would enableour expansion into the fast-growing and ever-expanding globalautomotive systems business. It was a transformational move thatprovided us with direct access to global blue chip companies anda global manufacturing base through the extension of our corecapabilities.

This acquisition was indeed a momentous and meaningfuldevelopment for MSSL, enabling its growth from a domestic OEsupplier to a global entity encompassing a world market.


It was a far-sighted decision to look ahead, and beyond thecurrent negative environment, to take a big step forward towardsour further transformation and evolution into a bigger and bettercompany. It was a decision that helped position us uniquely todeliver consistent growth and maximum value to all our customersand stakeholders at all times.

It was a year when we took a quantum leap towards building greater trust to enable an even bigger transformation that would continue to drive us towards bigger returns and value for our expanding network of customers and partnersaround the world.

“It was a year of deeper trust, bigger transformationand better value for all our stakeholders.”

GLOBAL SCALE

AMONG THE LARGEST MANUFACTURERS OF AUTOMOTIVE EXTERIOR REAR VIEW MIRRORS

DOMESTIC SCALE

LARGEST MANUFACTURER OF AUTOMOTIVE WIRE HARNESSES IN INDIA

LARGEST MANUFACTURER OF REAR VIEW MIRRORS FOR CARS & MUVS IN INDIA

AMONG THE LARGEST MANUFACTURERS & SUPPLIERS OF AUTOMOTIVE PLASTIC COMPONENTS & MODULES

AMONG THE MOST DIVERSIFIED GROUPS IN THE AUTOMOTIVE INDUSTRY


Samvardhana Motherson Group

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

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

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

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

Wiring HarnessManufacturing

Wiring Harness

High TensionCords

Battery Cables

Wires

Connectors &Terminals

Wiring HarnessComponents

Rear ViewMirrors

ExteriorMirrors

InteriorMirrors

Modules

Sunroofs

Car HVACSystems

Bus Air-conditioning

Lighting & AirIntake

Precision MetalMachined

Components

RefrigerationSystems -

Transport &Stationary

Cabins for Off - HighwayVehicles

EnvironmentManagement

Systems

ElastomerProcessing

RubberInjectionMolding

Silicon InjectionMolding

Bonded Rubber Parts

RubberExtrusion

RubberCompounding

IT & DesignEngineering

SoftwareDevelopment

DesignEngineering

CAE Services

CNC CodeGeneration &

Press DieDesign

Metal Working

CuttingTools

Bimetal BandSaw Blades

Gear CuttingTools

Thin FilmCoating Metals

ManufacturingSupport

AirCompressors

Paint CoatingEquipment

IndustrialRobots

Automotive Manufacturing

Engineering

AuxiliaryEquipment

for InjectionMoldingMachines

Other Business

TravelServices

ManagementServices

Agencies

FULLSYSTEM

SOLUTIONS

Mirrors withIntegratedLighting

Blind SpotDetectionSystems

TelescopicTrailer Tow

Mirrors

PolymerProcessing &

ToolManufacturing

InjectionMolded Plastic

Parts

Plastic BlowMolded Parts

Post MoldingProcesses

Assemblies

Tool Design &Analysis

ToolManufacturing


Motherson Sumi Systems Ltd (MSSL)

A TRACK RECORD OF MILESTONES EVOLVING AROUNDTHE NUCLEUS OF TRUST.

AN EPOCH OF CONTINUOUS GROWTH AND EXPANSION.

AN ODYSSEY OF CONSTANT CHANGE ANDTRANSFORMATION.

AN ETHOS OF NURTURING RELATIONSHIPS ANDENHANCING VALUE.

An apt description of the spirit of MothersonSumi Systems Limited.


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

MSSL is a customer-driven company providing innovative andvalue-added products, services and solutions to customers. TheCompany is listed at the stock exchanges since 1993. MSSL isIndia’s largest manufacturer of automotive wiring harnesses andmirrors for passenger cars, and is also a leading supplier of plasticcomponents and modules to the automotive industry. The recentacquisition of the mirror business from Visiocorp (now renamedas Samvardhana Motherson Reflectec) has helped it evolve as oneof the world’s leading automotive mirror manufacturers.

The present product range of MSSL comprises of wiringharnesses, rear view mirrors, molded plastic parts including carinterior and exterior parts, complete modules including bumpers,dashboards and door trims, rubber components for automotiveand industrial applications, high-precision machined metal parts,injection molded tools and car air conditioners. It has been MSSL’sendeavour to constantly add new products in its product line, withthe objective of emerging as a single-service interface for multiplecustomer needs. MSSL’s diversity of product range, coupled withsheer depth within each product portfolio, has helped theCompany garner leadership in its area of operations.


Over the years, MSSL has evolved as a JV specialist, havingcollaborations with global technology leaders to bring world-classtechnologies to serve its customers. The company has multipleJVs. These alliances give MSSL ready access to differenttechnologies and keeps it updated with the latest technologicaldevelopments. This has further helped the Company leverage itscompetencies in existing areas to create products fulfilling theemerging technical needs of its customers. MSSL and its jointventures have invested in state-of-the-art technologies andinfrastructure to ensure superior efficiencies and total customersatisfaction.

MSSL is continuously strengthening its position as a globallypreferred solutions provider by offering end-to-end solutions,encompassing designing from basic data to prototyping, tooling,molding, assembly and integrated modules. The ability to providesuch end-to-end solutions in each product category, and tocombine these solutions in the form of full system solutions, hasenabled the Company to evolve as a preferred supplier. Thesesolutions are supported by the flexibility to supply from any of thealternative manufacturing bases and logistic models best suited tocustomer requirements.

MSSL has developed a network of manufacturing bases, designcentres, logistics centres, marketing support and sourcing hubsacross a diversified geographical base. MSSL has presence in 20countries which include India (Noida, Gurgaon, Faridabad,Manesar, Pune, Lucknow, Bangalore, Chennai, Kandla, &Pondicherry), UAE, Sri Lanka, Singapore, China, Korea, Japan,

Germany, UK, Czech Republic, Austria, Hungary, Italy, Spain,France, Ireland, USA, Mexico, Australia & Mauritius to providetimely and quality delivery to our customers worldwide.

MSSL has manufacturing bases across four continents - Asia,Europe, North America & Australia, to support its customers.MSSL’s diverse global customer base comprises of almost allleading automobile manufacturers around the world.

MSSL Shareholding Pattern

SMFL39.6%

Sehgal Family4.2%

Public18.3%

SWS27.3%

FIIs & Mutual funds

10.6%


Sumitomo Wiring Systems Ltd, Japan (Our principal partner)

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

CollaborationProvided technical assistance for manufacturing wiring harnesses in 1983.

Entered into a joint venture to form Motherson Sumi Systems Limited (MSSL) in 1986.

Joint venture covered the manufacture of wiring harnesses, catering mainly to the needsof Japanese OEMs.

Engaged as the principal partner of MSSL, initially providing access to latest technologies for manufacturing wiring harnesses & wires, and gradually providing technical supportfor wiring harnesses, components, injection molded parts, mould manufacturing (throughgroup companies), engineering design and software development (through joint ventures).

A second JV formed with MSSL for wiring harness manufacturing in Sharjah.

SupportPivotal in providing technical support to MSSL, in the form of resident technical advisors,training of engineers and production personnel, manufacturing methodologies, Japanesemanufacturing techniques, quality circle activities, kaizen, as well as collaborative designand development.

Instrumental in helping the Company stay abreast of state-of-the-art technologies andenhancing product quality at competitive costs.

Buyback of wiring harnesses to SWS locations in Japan and Europe.

BackgroundA 100% subsidiary of Sumitomo Electric Industries (Japan).

A global supplier engaged in the manufacture and sale of wire harnesses, components andwires.

Enjoys the second-highest share in wire harnesses worldwide.


SamvardhanaMotherson Finance Ltd

Samvardhana Motherson Finance Limited (SMFL) is the principalholding company of the Samvardhana Motherson Group. SMFLhas investments in over 25 companies, including Motherson SumiSystems Limited (MSSL) & other Group companies.

SMFL acts as the central corporate body for managing the Groupcompanies and for their overall co-ordination. It is also the mainvehicle for exploring new business areas and forming new jointventures of the Group in diversified areas.

The company has 39.6% stake in Motherson Sumi SystemsLimited. On 6th March 2009, MSSL in joint venture with SMFLacquired the Rear View Mirror business of Visiocorp where SMFLholds 49% stake.

SamvardhanaMothersonFinance Limited


Samvardhana Motherson Finance Ltd : Product & Company Portfolio

Wiring Harness Manufacturing Rear View Mirrors

Polymer Processing & Tool Manufacturing

Elastomer Processing

Motherson Sumi Systems Ltd.Kyungshin Industrial Motherson Ltd.Motherson Sumi Wiring System Ltd. (FZC)MSSL (GB) Ltd.MSSL Ireland Pvt. Ltd.MSSL Mideast (FZE)Motherson Sumi Electric Wires(A Division of MSSL)Motherson Electrical Wires Lanka Pvt. Ltd.

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

Samvardhana Motherson Reflectec Ltd. (SMR)• SMR Automotive Systems India Limited• SMR Automotive Taree Pty Limited• SMR Automotive Australia Pty Limited • SMR Automotive Yancheng Co. Limited• SMR Automotive Beijing Company Limited• Ningbo SMR Huaxiang Automotive Mirrors Limited• SMR Automotive Systems France S.A.• SMR Automotive Services GmbH• SMR Grundbesitz GmbH & Co. KG• SMR Automotive Mirrors Stuttgart GmbH• SMR Automotive Beteiligungen Deutschland GmbH• SMR Automotive Mirror Technology Hungary Bt• SMR Poong Jeong Automotive Mirrors Korea Ltd. • SMR Hyosang Automotive Ltd• SMR Patents S.à.r.l.• SMR Automotive Vision Systems Mexico S.A de C.V• SMR Automotive Systems Spain S.A.U.• SMR Automotive Mirrors UK Limited • SMR Automotive Systems USA Inc.

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


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

IT & Design Engineering

A Basic Concepts Designs Pty Ltd.Miyazu Motherson Engineering Design Ltd.MothersonSumi INfotech & Designs Ltd.

Metal Working

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

Manufacturing Support

AES (India) Engineering Ltd.Anest Iwata Motherson Ltd.Anest Iwata Motherson Coating Equipment Ltd.Matsui Technologies India Ltd.Motoman Motherson Robotics Ltd.

Modules & Systems

Calsonic Kansei Motherson Auto Products Ltd.Fritzmeier Motherson Cabin Engineering Ltd.Magneti Marelli Motherson Auto System Ltd.Motherson Zanotti Refrigeration Systems Ltd.Spheros Motherson Thermal System Ltd.Webasto Motherson Sunroofs Ltd.Global Environment Management (FZC)


VISION

To be a GloballyPreferred SolutionsProvider

MissionEnsure Customer Delight

Involve Employees as “Partners” in Progress

Enhance Shareholder Value

Set new standards in good corporate citizenship

ValuesBe a lean, responsive and learning organisation

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

Proactively manage change

Maintain high standards of integrity and safety

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

Recognise individuals' contributions

Develop stronger leadership skills, greater teamwork anda global perspective

Constantly upgrade skill levels across the organisation through knowledge sharing programmes

MSSL Overview


Market PositionOne of the largest manufacturers of automotive rear viewmirrors for passenger cars in the world

Largest manufacturer of automotive wiring harnesses inIndia, with more than 65 per cent market share in passengercar segment, serving the entire automotive industry

Largest manufacturer of rear view mirrors for passengercars and MUVs in India, with nearly 48 per cent sharein the segment as assessed by the company

One of the largest manufacturers and suppliers of plasticcomponents to automotive industry

One of the most diversified groups in the Indian automotive industry

FacilitiesWiring harness manufacturing: 20

Wire manufacturing: 3

Tube manufacturing: 1

Plastic molding: 14

Rubber molding: 5

Liquid silicone rubber injection molding: 1

Injection molding tool manufacturing: 1

Design engineering: 15

IP/ cockpit assembly: 2

Door trim manufacturing: 3

Automotive mirror manufacturing: 18

Metal machining: 3


ProductsAutomotive Rear View Mirrors

Wiring Harnesses

Wires

Injection Molded Products

Blow Molded Products

Liquid Silicone Rubber Molded Components

Injection Molding Tools

Precision Machined Metal Components

Modules

> IP/Cockpit

> Door Trims

> Bumpers

> Air intake manifolds

> Air filter systems

> Car air conditioning systems

Waste Recycling System

Industries ServedAutomotive

Off-Road Vehicles

Earthmoving and Material Handling Equipment

Agriculture and Farm Equipment

Medical Diagnostics

Rubber and Tyre Industry

IT Hardware

Test and Measuring

Scientific Equipment

Elevators

Electrical Equipment

Lawn Equipment

White Goods

Electronics

Office Automation

MSSL Overview


Chairman’s Letter

WxtÜ f{tÜx{ÉÄwxÜá?

IT GIVES ME IMMENSE PLEASURE TO PRESENT

TO YOU THE 22ND ANNUAL REPORT OF YOUR

COMPANY. IT IS MY FIRST LETTER TO YOU AS

THE CHAIRMAN OF THE COMPANY.

I have been associated with MSSL since 1992. From the listing ofthe company in 1993 till date I have seen the evolution of MSSLfrom an Indian wiring harness manufacturer to a global tier 1manufacturer of modules and systems. MSSL has always been aconsistent performer, but this year has been a truly special year.

It has been a year of economic meltdown across the world. Theautomotive industry along with auto components industry hasbeen severely affected. Though no one remains unaffected by theeconomic situation, MSSL still maintained its trend of growingfaster than the market. This could be achieved because MSSL hasbeen increasing its content per car through a balanced productportfolio coupled with a balanced customer base.

Considering the given situation, MSSL’s growth of 28% on aconsolidated basis is a fairly good growth. This demonstrates theresilience and inherent values of MSSL that have always been themotive force behind its growth. These are the values of buildingtrust in customers, always trying to add value as a supplier and atthe same time create more value for its investors.

As a part of its strategy for Vision 2010, MSSL acquired thebusiness of Visiocorp, one of the world’s largest manufacturersof rear view mirrors. This acquisition establishes MSSL as a leadingmanufacturer of rear view mirrors and also as an established Tier-1 manufacturer to the global automotive industry. Since thisacquisition was made in March 09, the real impact would bevisible in the next fiscal.

The Indian auto sector is on the recovery course. The worldeconomy has also started showing signs of recovery. We have apositive outlook. With the improving economic conditions wesee good opportunities in next couple of years.

It has always been our endeavour to create more value for all ourstakeholders. MSSL will continue its efforts to achieve its growthand profitability targets. I thank all our stakeholders for theircontinued support.

Sincerely,

M.S. GujralChairman, Motherson Sumi Systems Limited

Vice Chairman’s


Letter to the shareholders

WxtÜ f{tÜx{ÉÄwxÜá?I take this opportunity to present to youthe new name of our group –“Samvardhana Motherson Group”.Samvardhana means ever increasing valuefor all. The new name of the group is aprojection of our commitment andconsistent focus on creating value for allour stakeholders.

I also present to you a new face of yourcompany; a new Motherson Sumi SystemsLimited (MSSL) that is now a truly globalcompany with a presence across fourcontinents; the Company that has a muchexpanded product range, service offeringsand technological capabilities and cannow offer a broad range of integratedsolutions to support customers’ evolving

business needs, moving forward in itsvision of being a globally preferredsolutions provider. The Company hastransformed from being the largestmanufacturer of wiring harnesses and rearview mirrors for passenger cars in India toone of the largest manufacturers of RearVision Systems in the world.

In March 2009 MSSL along with groupcompany Samvardhana MothersonFinance Limited has acquired globalbusiness of Visiocorp, one of the largestmanufacturers of automotive rear viewmirrors in the world. Visiocorp brings itsown state-of-the-art technology, a globalmanufacturing base and a customer basecovering almost every major automobile

manufacturer of the world. We are deeplyhonored for the confidence our customershave reposed in us and we look forwardto further strengthening these excellentrelationships.

After the restructuring and turnaround,which we plan to bring about in theforthcoming years, it would emerge as amuch stronger company. The new entitywill operate under the new brand nameSamvardhana Motherson Reflectec(SMR). I welcome all the members ofVisiocorp to the Samvardhana Mothersonfamily.

We now have the capability to serveglobal OEs in all major markets. With this

“SAMVARDHANA MOTHERSON GROUP”.

SAMVARDHANA MEANS EVER INCREASING

VALUE FOR ALL. THE NEW NAME OF THE

GROUP IS A PROJECTION OF OUR

COMMITMENT AND CONSISTENT FOCUS

ON CREATING VALUE FOR ALL OUR

STAKEHOLDERS.


acquisition we have moved closer to ourVision 2010: to make MSSL a BillionDollar Company; Maximum share of anyone customer in consolidated turnover tobe less than 20%, and to have more than60% sales to customers outside India. Adividend of 32% of the consolidatedprofit is already being paid to ourshareholders in view of substantialinvestments being made by the Company.We aim to achieve cash positive positionin the acquired entity in the first year itself.We strive to lay a strong foundation foryears to come, to match the financialtargets of the group. Though because ofnew investments and the acquisitionROCE has been impacted in the shortterm, we are focused on achieving ourlong term targets.

This was an unprecedented year globally,although not on a positive note. Most ofthe world economies went into arecession. Industrial output declined

following a severe slump in globaldemand. Auto industry faced probably the worst crisis in many decades with a number of major players struggling for survival. Collapsing banks, tight credit, soaring interest rates, fuel costs,raw material cost and exchangefluctuations all added to the gravity of thesituation. Our performance also gotimpacted by the global meltdown. Wecould grow the top line but the bottomline was affected particularly on astandalone basis. Still we managed tomaintain our profitability albeit lower thanthe previous year. Though not entirely toour satisfaction, considering the overalleconomic conditions and the industryperformance this was not a badperformance. We still have strong cashflows and have a sound financial andoperative health. We have survived theworst crisis faced by the industry in a longtime. We have emerged as a leaner and amore efficient company.

In wiring harnesses we continue to bemarket leaders. The company has addednew customers, new products as well asnew technologies in both wiring harnessesand polymers. Air cleaner assemblies aresignificant additions in polymer productsfor which we have acquired newtechnologies through our collaborators.

The mirror business in India now hasaround 48% share in rear view mirrors forpassenger cars. We have got new businessfrom Renault Nissan and Mahindra &Mahindra for their new models.

During the year our joint venture CalsonicKansei Motherson started commercialproduction of HVAC systems andcompressors which are being supplied toMaruti Suzuki’s new model Ritz. The JVwill be introducing more products and isgeared up for the new launches.

We have established new facilities for

IN WIRING HARNESSES WE CONTINUE TO BE

MARKET LEADERS. THE COMPANY HAS ADDED NEW

CUSTOMERS, NEW PRODUCTS AS WELL AS NEW

TECHNOLOGIES IN BOTH WIRING HARNESSES

AND POLYMERS.


rubber products in India. Aimed at theIndian market, the company will beintroducing some of the rubber productsand compounds using technologiesacquired in Australia. The existing rubberbusiness in Australia is doing well and hasstarted supply of rubber to tyre retreadingindustry in Australia.

We are making conscious efforts toincrease the depth of product range in allour business verticals, thereby increasingour content per car. We are creating morevalue for our customer by offering moresolutions and becoming a single windowsource for multiple products. With thisincreasing content we have been able togrow our sales even in a shrinking marketcondition.

It seems that for the Indian automotiveindustry the worst is over. With thepassenger cars sales picking up in the 1stquarter of 2009-10 aided by the stimulus

packages from the government, thesituation is improving. Even at the globallevel there are slow but clear indicationsof recovery. The coming quarters may stillbe tough, but by the year end the globalindustry is expected to recover to areasonable level.

The results of the first quarter of the year2009-10 has started on a promising noteparticularly on the domestic side whichhas resulted in positive growth on a yearon year basis. Consolidated sales havegrown by 133% while the standalone saleis stable. The operation of SMVSL hasshown some signs of improvement and Iam proud of the team of SMVSL who aretaking the challenge of delivering theimproved performance in this turbulentglobal scenario. SMVSL has shownpositive EBIDTA in the first quarter.

For us years 2010-11 and 2011- 12 willbe significant as the Indian market will

witness a number of new car modellaunches. We now have a strong globalfootprint and a better global position as atier-1 supplier. We are well poised to servethe requirements of our customers and toavail the emerging growth opportunitiesglobally.

We have always believed in transformingwith the changing times, with a proactiveapproach towards growing faster than themarkets. We believe in building trust bycreating value for our stakeholders. Wewill always follow value creating growth.We value your trust in us and thank youfor your support.

V. C. SehgalVice Chairman Motherson Sumi Systems Ltd.Chairman Samvardhana Motherson Group



Trust is the basis for all growth and the core of all transformation…

Growing Trust. Transforming Business. Enhancing Value For All.

The trust MSSL shares amongst its stakeholders is a legacy it hasbuilt in the past 23 years, and which is today its greatest asset. Asuccessful business is built through fruitful relationships andtowering trust levels. With a philosophy rooted in this credo, MSSLbelieves in an increased propensity to strengthen trust among allits stakeholders.

So deep-rooted and intrinsic to the Company’s business is thistrust that most of the joint ventures of the Company have takenplace at the behest of customers, either to partner with theirfollow-me source or to acquire a particular technology to meettheir requirement. Calsonic Kansei Motherson, a joint venture,was formed to meet the requirements of Maruti Suzuki and NissanMotors. Kyungshin Industrial Motherson Limited caters to wiringharness requirements of Hyundai motors in India. Both thepartners in these JVs are major suppliers, globally, to theirrespective customers.

These are just a few examples. MSSL itself is the oldest jointventure, being 23 years old. The relationships with our JV partners

have grown from strength to strength over the years, which isevident from formation of multiple JVs with the same JV partners.

Another vital dimension of this ever-growing trust is theconfidence the shareholders have in the Company. GoodCorporate Governance means complete transparency, which ispractised by MSSL in all its operations and activities. The Companyhas always believed in keeping its shareholders informed aboutthe path it is taking in any venture or operation. The five-yeartarget set by the Company for itself is made public, and each yearthe progress made in the direction of achieving the same is sharedwith all the stakeholders.

Highly committed employees with high trust levels contribute ina big way to the productivity of MSSL. The integrity of theorganization and the trust enjoyed by the Company from itscustomers, shareholders, employees and collaborators havehelped it in achieving the goals and targets it has set over theyears.


All growth is rooted in transformation, andtherein lies the importance of change…

Armed with the trust of its various stakeholders, MSSL hascontinuously evolved over the years, successfully transforminginto its present form. The Company, which started its journey asa wiring harness supplier to a single customer, is now a supplier ofmultiple products ranging from Wiring Harness to AutomotiveRear View Mirrors, from Plastic Molded Parts & Assemblies toComplete Modules, Injection Molding Tools & from RubberProducts to Metal Machined components, serving more than 500customers worldwide.

The Company, which was running through a single unit in India,has now grown into more than 60 units in 20 countries acrossAsia, Europe, North America and Australia. Starting with itspartnership with SWS, today MSSL has transformed into a JVspecialist, having multiple JV partners.

Trust is the basis for growth… growth is rootedin transformation… transformation leads tovalue enhancement for all.

MSSL is a customer-driven company. Today, the Company is asingle-window - complete solutions provider - for its customers.The Company’s passion for Quality, Cost, Delivery, Development,Management, Safety & Environment (QCDDMSE) yields bothtangible & intangible value enhancement to all its customers.

The Company has, since its inception, always striven to retain allits valued customers. It has established dedicated units to cater tothe needs of specific customers. MSSL is committed to sustainedand value-creating growth for all its stakeholders. A person whoinvested Rs 1,000 in MSSL in 1993 would have a value of Rs. 2,50,000 as on 31st March 2009.

A strong foundation of trust is the basis of growth for MSSL. MSSLhas been continuously transforming proactively to become abetter and stronger company, creating more value for all.



The transformation so far

For MSSL, it has been a journey of transformation – a transformationrooted in the trust of all its customers and other stakeholders, and atransformation that has enabled it to deliver exceptional value to themat every stage of its growth.

MSSL started as a wiring harness manufacturing company in 1986 ---a single-product and a single-unit entity. What propelled MSSL’s growthwas a core value of creating more value for all its stakeholders throughconstant transformation. It has been a continuous transformationspanning all the constituents of the Company’s business, be it products,technologies, partnerships, customer segments or geographicalfootprints.

Wide range of products MSSL offers a diverse range of products for varied applications. Overthe years, the Company has leveraged its competence in existing areasand collaborated with global technology leaders to create productsfulfilling the technical needs of its customers. And, in doing so, it hastransformed from a wiring harness manufacturer to a single-serviceinterface for multiple customer needs.

MSSL has consistently grown its content per car by continuously addingnew products. MSSL offers products ranging from wiring harnesses toautomotive rear view mirrors, injection molding tools, plasticcomponents, rubber molded and extruded components, wastemanagement systems, machined metal components, vehicle airconditioning systems and integrated modules like door trims andcockpits.

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


Wiring harnesses ---froma simple single circuit to complex designs with hundreds of circuits.

Molded plastic parts --- as small as a clip to as large as a bumper. From functional plastic parts to aesthetic appearance parts --- painted, printed and upholstered. From a smallcomponent to fullyintegrated modules like dashboards and door trims.

Rubber components for automotive and industrial applications.

High precision machinedmetal parts for critical applications like fuel injectors.

State-of-the-art technologies Contemporary technologies in wiring harnesses withbackground integration.

Full range of molding technologies, encompassing plasticinjection molding, gas assist molding, two component molding,thermo set molding, blow molding, compression molding andpost-molding facilities.

Rubber injection molding, liquid silicon injection molding andrubber extrusion.

Comprehensive mould-making technologies.

A full range of specialised and customised metal machiningsolutions.

State-of-the-art assembly techniques.

Patented aeration technology for waste recycling systems.

Diverse customer segmentsMSSL has a customer base spread over a spectrum of industries.

Under automotives MSSL caters to - cars, SUVs, trucks, buses,two-wheelers, trailers, dump trucks, garbage disposers, materialhandling and earthmoving equipment (including forklifts, cranes,bulldozers, road rollers, loaders), tractors, tillers, harvesters andlawn mowers. Under non-automotives, MSSL caters to machines,microscopes, cameras, binoculars, elevators, office automationequipment, consumer electronics, medical equipment, diagnosticequipment, industrial mounts, computers, as well as a number ofprecision measuring equipments.

MSSL is increasing the list of applications with a widening productrange, penetrating deeper into each segment.

Key collaboratorsBased on customer preference for follow-me sources and thegrowing requirement for new technologies, MSSL hascollaborated with technology leaders in their respective fields tobring relevant technologies for the products required by itscustomers. With Sumitomo Wiring Systems as its principal partner,the Company currently has multiple collaborations with differenttechnology leaders.

The transformation so far


Small moulds for a tinyconnector to large moulds weighing a fewtonnes.

Basic flat-plate automotive mirrors to electric mirrors loaded with features.

AC ducts to complete carAC systems.

Waste recycling systems

Extensive geographical presenceBy February 2009, MSSL had established its presence in 12countries across Asia, Europe and Australia. MSSL has developeda network of manufacturing bases, design centres, logisticscentres, marketing support and sourcing hubs across a diversifiedgeographical base. This imparts MSSL the advantage of proximityto customers, flexibility of alternative manufacturing and theability to serve customers from India, UAE, Europe and Australia.Within India, MSSL enjoys a multi-locational manufacturing basewith facilities located strategically close to major customer clusters.

The worldwide customers base of MSSL demonstrates its ability inserving customers that are globally dispersed. In this, it issupported by its robust logistics management.

Global vendor base: MSSL has a high degree of backwardintegration for key inputs, along with a well diversified vendorbase. Its international presence has translated into a cost-effectiveglobal procurement network with alternative sourcing options formost of its input materials.

Leadership position in the marketMSSL is the largest manufacturer of wiring harnesses and rearview mirrors, and is also one of the largest suppliers of moldedplastic products and modules for the passenger car and MUVindustry in India. It is considered among the largest auto ancillariesin India.

Track record of mergers and acquisitionsMSSL has a long and extensive experience of successful mergersand takeovers. While most of the mergers of its subsidiaries andJVs were a part of its restructuring strategy to make MSSL astronger company, the inorganic growth has come throughacquisition of assets of companies in distress, which MSSL hassuccessfully turned around.

All these acquisitions were supported by a strong rationale, as theywere all done at very favourable valuations with complete supportof customers, and contributed significantly in terms of turnover,technology, geographical presence, product range and above all,a ready presence in respective niche segments with a strongcustomer base.


About VisiocorpThe mergers and acquisitions that the Company had been undertakingall these years contributed significantly to its growth. However, therecent acquisition of Visiocorp has a unique significance for theCompany because of its size, turnover, customer base, technology,geographical spread and the way it has positioned MSSL as a tier-1supplier on a global level. With this acquisition, MSSL has taken a bigleap in its growth and expansion plans.

Visiocorp is one of the largest manufacturers of exterior rear viewmirrors for passenger cars in the world. Visiocorp was originally namedSchefenacker. The rear view mirror business was developed bycombining Britax, Engelmann and Schefenacker.

Visiocorp’s global share of exterior mirrors for passenger cars is around30%, and that for the Indian passenger car segment is around 48% asaccessed by the company. The market leader in Europe, Visiocorpmanufactures approx. 30 mn exterior mirrors and 10 mn interior mirrorsper annum. It supplies exterior mirrors, interior mirrors and blind spotdetection systems for all passenger vehicle segments to nearly everycarmaker in North America, Europe, Asia and Australia.

Visiocorp has about 50 customers covering all the major OEMs in theworld. The main customers of Visiocorp include BMW, Chrysler, Daimler,Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki,Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota,Volkswagen/Audi etc. In 2008, Visiocorp Group had a turnover ofapprox. Euro 660 million (unaudited).

The quantum leap – Visiocorp acquisition



Visiocorp’s various operating companies include manufacturinglocations at the US, Mexico, Australia, UK, Hungary, Spain, France,China, India and Korea, together with design and engineeringcenters at each location and at Germany. It has in-housecompetencies for plastic molding, electric drives, lightingtechnologies, electronics, painting and glass processing.

What led to the Visiocorp saleVisiocorp, at the time of its sale, was held by private equity holders / hedge funds. The business was carrying a huge debt at theplc level, senior debt of Euro 165.5 million including revolver ofEuro 25 million, and Mezzanine debt of Euro 124.5 million. Thecompany required infusion of funds to support the operations,particularly in the present economic scenario. The company hadfinancial problems coupled with management problems at plc level.

What the acquisition entailsMSSL subsidiary, Samvardhana Motherson Visiocorp Solution Ltd.(SMVSL), now renamed as Samvardhana Motherson Reflectec hasacquired all the operating subsidiaries of Visiocorp plc (inadministration) for a cash consideration of approx. Euro 25 millionand allotment of 5% consideration shares having face value ofEuro 1.5 million. The acquisition from Visiocorp plc (inadministration) comprises only assets in the form of shares of theoperating companies and no debt is being acquired from Visiocorpplc (in administration).

SMVSL is 95% owned by Samvardhana Motherson GlobalHoldings Limited (SAMVARDHANA MOTHERSON GROUP), ajoint venture between MSSL and Samvardhana MothersonFinance Limited (SMFL), in the ratio of 51:49.

The rationale behind our acquisition of VisiocorpA strategic fit for the MSSL business and its core competencies, theacquisition of Visiocorp is but an extension of our philosophy ofdeveloping the trust of our customers to generate bigger growth

through constant transformation of our business with the ultimateaim of delivering the maximum value to all our stakeholders.

Essentially an extension of our core activities, the acquisition was,as in the case of most of our previous major acquisitions, acustomer-driven move that was totally in line with thetransforming global scenario where customer needs areperpetually changing. With today’s customers essentially lookingfor one-window solutions through bigger product portfolio andbetter geographical reach, the acquisition of Visiocorp – with itsglobal footprints and huge customer base – was completelyaligned with our goal to strive constantly to meet the changingcustomer demands.

What made the acquisition even more attractive and timely wasthat it was undertaken at an extremely good valuation since itinvolved assets that were in distress, thereby bringing in a highvalue accretion for MSSL. The acquisition promises positive cashflow from the first year itself, making it a highly beneficial strategicmove for MSSL.

It was, in fact, the prevailing economic situation that generatedthe right and ideal opportunity for the acquisition. This was theappropriate time to acquire Visiocorp as we were able to completethe acquisition at very attractive valuations. Also, as per the deal,we had complete access over the assets of the company and hadno obligations for any of Visiocorp plc’s liabilities. Thus, it was avery favourable proposition to us.

The acquisition is clearly also validated by the fact that it has notonly propelled MSSL to the global Tier I league, opening newmarkets like China, Mexico, USA, Korea, Japan, Spain, France andHungary, but has also opened up a huge vista of opportunity forour associates to take on more responsibilities and cater to thegrowing and diverse demands of our global customers.

Another key rationale for this morale-boosting acquisition is thecomplete synergy of the Visiocorp business with the SamvardhanaMotherson Group, since mirrors, being a synergistic product,


brings re-sourcing value into MSSL’s existing business lines ofWiring Harness, Polymer Processing & Elastomer.

Lending prudence to our move was also the fact that Visiocorphad been successfully running business in India for more than 13 years through Joint Venture with MSSL.

Visible and projected advantages of theacquisition

With this acquisition, MSSL has become one of the largestmanufacturers of automotive mirrors in the world.

The synergies of the Visiocorp business are completely alignedwith the existing business of MSSL.

Visiocorp is a market leader in exterior rear view mirror systemsand brings with it cutting edge technology, covering thecomplete range of mirrors from low-end entry segments tohigh-end luxury segments. The product range also includesspecialised unique solutions like the Telescopic Trailer TowMirrors and camera-based Blind Spot Detection systems.

Importantly, this acquisition also paves the way for MSSL toaccomplish its stated goal of reaching a sales turnover of US $1billion by the year 2010.

The acquisition has enabled MSSL to acquire its owntechnology, research base, product expertise, and a readycustomer base that includes all the leading automobilemanufacturers of the world.

The acquisition of Visiocorp has enabled MSSL to enhance it’sposition as a global Tier-1 supplier in very short time and hasalmost doubled MSSL’s turnover.

The acquisition will also provide access to Visiocorp’s over 300patents.

With Visicorp, the Group now has over 80 group manufacturinglocations in 20 countries, of which 60 are in India.

The acquisition has led to expansion of MSSL customer base,opening more opportunities, thus establishing a global platformfor MSSL and opening new opportunities for extendingrelationship with global customers.

It has extended MSSL’s presence to more countries - USA,Mexico, Spain, France, Hungary, China, Korea and Japan.

Turnaround plan for VisiocorpWith a highly successful track record of managing multiple jointventures with players from different countries, cultures,Motherson is working as a truly global group. Before thisacquisition, the Group had overseas facilities in 13 countries. The experience of operating together with joint ventures andoverseas plants will help the Group effectively integrate with the global organisation of Visiocorp. With synergies between the existing Group business and the Visiocorp business, thetechnical and operational integration is being well taken care of. Financial restructuring has already been done.

The existing business of MSSL and SMG greatly supplementsVisiocorp’s need for products and services, particularly in design engineering services, IT, molds, injection molded parts &assemblies and wiring harnesses. We will leverage these synergiesto support Visiocorp.

Earlier, because of the financial condition of the company, a lot ofVisiocorp facilities were underutilized as customers were holdingback orders. The situation is now improving in the wake of theacquisition.

Apart from extending financial and management support toVisiocorp, MSSL, with its existing synergies in operations and therelated backward integration, can also support Visiocorp bysupplying wiring harnesses globally for the business and alsoextending support in design, tooling and molding.

Interior mirrors The interior mirrors that come from the Visiocorp houserange from prismatic versions up to complex multi-function systems featuring Reading lamps, Ambientlight, Microphones, Remote control garage door opener,Telematics interface & Emergency switch, Auto dimmingglass, Rain sensor, Air temperature and humidity sensor.


Visiocorp’s product portfolio

The Visiocorp product range is a broad portfolio extending fromexterior and interior mirrors to blind spot detection systems for allpassenger vehicle segments. As a technology leader, Visiocorpintroduced the world's first exterior mirrors with integral turnsignal lights, the first combined power telescopic and powerfolding mirror for light trucks and the only camera-based blindspot detection system in the market, featuring leading edgeimage processing technology.

Exterior mirrors Visiocorp offers extensive range of exterior mirrors withfeatures which includes Convex and Aspheric glass,Electric glass adjustment, Glass heating, Power fold, Bulband LED turn signals, Temperature sensors, Memoryposition adjustment, LED light guide turn signals, Bulband LED ground illumination, Water repellent glass, LINBus node.

In the driving seat


Blind Spot DetectionSystems

The first -"seeing" mirror

Visiocorp's high-tech Blind Spot Detection system hasbeen in use since 2005 to monitor the blind spot, helpingto make overtaking easier. It is the first driver assistancesystem which is able to independently recognise movingobjects through electronic image processing. Digitalcameras located in the door mirrors observe trafficbehind the vehicle, taking 25 pictures a second. Smallyet powerful microprocessors in the door mirrors processthe image information. If a vehicle enters the warningzone, an orange LED located inside the car, near the doormirror lights up to warn the driver.

Telescopic Trailer Tow Mirrors

Visiocorp is a world leader in Telescopic Trailer Tow (TTT)mirrors. It was the first to incorporate both power-telescoping and powerfolding functions into a trailertow mirror. This allows the driver to electrically extendthe mirror heads when towing, retract it for normaldriving conditions and electrically fold the mirrors to thevehicle when parking.

Turn signals The mirror turn signal today shapes the appearance ofmany vehicle models of numerous car manufacturers. Itslocation at the outermost position of a vehicle and nearthe eye level of the driver ensures optimum visibility ofthe signal light. It was launched in the market in 1998 incooperation with Mercedes-Benz. Today, VisiocorpGroup's incandescent, LED and state-of-the-art light pipeturn signals provide unique styling to exterior mirrors.

A young visionary with a passion to drive growth-centrictransformation, Mr. Laksh Vaaman Sehgal is the CEO ofSamvardhana Motherson Reflectec. He is also on the Board ofDirectors of Motherson Sumi Systems Limited and SamvardhanaMotherson Finance Limited, the flagship and the holdingcompanies of Samvardhana Motherson Group (SMG) respectively.

The son of Mr. V.C. Sehgal, Chairman Samvardhana Motherson Group, Vaaman has an academic record par

excellence, holding a MBA degree from Columbia Business School (USA). Having undergone intensive training in all the main business ventures to gain hands-on knowledge of the Group, he has also spent three years working with theGroup’s collaborators in Germany and Japan.

Vaaman is closely involved in all the new ventures, and he is amember of the core strategic team that is responsible for theoverall management of the Group.


Global Presence

USA

MEXICO

Manufacturing Locations

Design & Developement Centre

Representative Office


IRELAND

UK

CZECH REPUBLIC

GERMANY

HUNGARY

CHINASOUTH KOREA

JAPANAUSTRIA

ITALYSPAIN

FRANCE

MAURITIUS

SHARJAH

AUSTRALIA

KANDLA

NOIDA & NCR REGION(FARIDABAD, GURGAON &MANESAR)

NASHIK

PUNE

BANGLORE

CHENNAI

LUCKNOW

PONDICHERRY

SRI LANKASINGAPORE


Financial Highlights

Consolidated

2008-09 2007-08 % change

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

Capital Employed & ROCE

Net Worth Total Loans FCCB2004-05

1800

1600

1400

1200

10000

8000

6000

4000

2000

0

45

40

35

30

25

20

15

10

5

0

ROCE%

Rs. i

n M

illio

n

ROC

E(%

)2005-06 2006-07 2007-08 2008-09

12382200 2939

1549

2715

3796

1688

2914

5359

2000

2891

7831

5880

3071

Sales break-up Sales Profile

Others42.6%

Volkwagen 2.1%

HSCIL 2.1%

Maruti Suzuki16.6%

Hyundai 13.5%SEWS Hungary7.5%

Ford 5.2%

Tata Motors 3.1%

Mahindra &Mahindra 2.7%

Piaggio 2.4%Outside India44.4%

Within India55.6%

General Motors 2.2%

Rs. in Million


Standalone

2008-09 2007-08 % change

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

Capital Employed & ROCE

Net Worth Total Loans FCCB2004-05

12000

10000

8000

6000

4000

2000

0

45

40

35

30

25

20

15

10

5

0

ROCE%

Rs. i

n M

illio

n

ROC

E(%

)2005-06 2006-07 2007-08 2008-09

722

1741 2280

1075

2715

3010

1066

2914

4025

1719

2891

2311

4158

3071

3071

Sales break-up Sales Profile

Outside India19.8%

Within India80.2%

Others 30.7%

JCB 2.7%

SWS 2.7%Hindustan Unilever3.7%

Maruti Suzuki 31.8%

Tata Motors 5.6%

Mahindra & Mahindra 5.4%

Piaggio 4.8%

Hyundai 4.8%

HSCIL 4.1%

Ford 3.7%

Rs. in Million


Customer Relationships

Armed with a philosophy of nurturing trust at all levels at all times,MSSL has, over the years, built trusted and long-standingrelationships with major players of the Indian and globalautomobile industry. Being a highly customer-focused company,MSSL has always offered extremely customised solutions to itscustomers.

Most of the joint ventures and subsidiaries of MSSL have beenestablished on the core of its trust, which has consistently andconstantly enabled the Company to transform itself in line withthe changing needs of customers across geographies and productprofiles. This, in turn, has enabled the Company to delivermaximum value to its customers.

Customer recognition An endorsement of the trust that our customers have in us is the large number of awards and customer recognitions that we have earnedover the years.

A glance at some of the awards and endorsements received from our customers in 2008-09:

Maruti Suzuki

Performance AwardOverall Excellence

Performance AwardMPS

Performance AwardVA-VE

Performance AwardPart Development

Performance AwardSystem Audit

Performance AwardIncoming Quality

Improvement

Vendor QualityAwareness Quiz

Award

Caterpillar

Bronze level certification for “Supplier Quality Excellence Process"

Hyundai Sumitomo Wiring Systems

Good Practice Award

Honda Siel

National Top performer for service parts supply award

Ashok leyland

National Top performer for service parts supply award

Gold award forDelivery

Toyota

Best Supplier Gold Award Zero PPM Award

Best Cooperation 08-09 Merit Award 08

GE Healthcare

Outstanding Delivery Performanceas a Strategic Supplier

Tata Motors

Outstanding Performance

3722nd Annual report 2008-09

Management Discussions and Analysis

Overview (2008-09)

The year 2008- 09 is unprecedented for MSSL. The year marked

the acquisition of rear view mirror business of Visiocorp, a strategic

move for leveraging on our existing strengths and fostering deeper

customer relationship. This also transforms the company into a

global player catering to Tier1 requirements globally.

Indian Vehicle Market

The Indian vehicle market, after few years of consistent good

growth, witnessed a distinct slowdown in growth. While both

passenger car and Two wheelers market registered positive growth,

the commercial vehicle segment has negative growth over the

previous year.

Figures in Thousand Nos.

Segment 2008-09 2007-08 2006-07

Passenger Vehicles

Numbers 1,846 1,754 1,545

Growth rate 5% 14% 18%

Commercial Vehicles

Numbers 417 545 520

Growth rate (23%) 5% 33%

Two wheelers

Numbers 8,348 8,009 8,444

Growth rate 4% (5%) 11%

During the period, the consolidated revenues of MSSL grew by

28% to Rs 25,956 million and on a standalone basis , the revenues

were almost flat at Rs 12,949 million

Product Portfolio

Rs. in Million

2008-09 2007-08 Growth %

Consolidated

Wiring harnesses 15,675 13,351 17%

Polymer components 4,486 4,370 3%

Rs. in Million

2008-09 2007-08 Growth %

Rubber/metal machined

components 2,152 2,207 (3%)

Mirrors 3,643 353 932%

Total 25,956 20,281 28%

Standalone

Wiring harnesses 9,453 9,517 (1%)

Polymer components 3,216 3,120 3%

Rubber/metal machined

components 280 394 (29%)

Total 12,949 13,031 (1%)

Some of the main highlights of the Company during the year

2008-09 were:

1) The Company acquired the global business of Visiocorp

engaged in the manufacture of rear view mirrors on

6th

of March 2009. With this acquisition, MSSL has

become one of the largest manufacturers of automotive

mirrors in the world. This further elevates its positioning

as a major Tier 1 supplier to automotive industry with

a global footprint spanning 20 countries. The

consolidated figures include one month figures of

acquired entities.

2) The consolidated revenues grew by 13% over the

previous year, if we were to exclude one month of

revenues of the acquired entity.

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

billion and witnessed a healthy growth of 17% over the

previous year.


Sales Performance

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

Rs. in Million

2008-09 2007-08 % increase

Consolidated

Customers within India 14,431 12,817 13 %

Customers outside India 11,525 7,464 54 %

Total 25,956 20,281 28 %

Standalone

Customers within India 10,382 10,420 -

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

Total 12,949 13,031 (1 %)

The Company's sales to customers in India grew by 13% on consolidated basis while on standalone basis it declined marginally by 0.37%.

Consolidated sales to customers outside India increased by 54% to Rs.11,525 million moving from 37% to 44% of total sales. With the

acquisition of the rear view mirror business from Visiocorp, the non-automotive business will decline substantially. However, 2008-09

includes only one month figures of the acquired entity, the non automotive business is 12% of the consolidated revenue.

The revenues of automotive and non automotive business for the year 2008-09 have been as follows:

Rs. in Million

Total Revenue 2008-09 % of Total 2007-08 % of Total % Increase

Consolidated

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

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

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

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

Standalone

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

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

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

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


Financial Review

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

As mentioned earlier, the results for the year 2008-09 include one month result of the acquired entities of Visiocorp. The acquisition has

been done through special purpose vehicle , Samvardhana Motherson Global Holdings Limited, Cyprus in which the Company 's 100%

subsidiary MSSL Mauritius Holding Limited is holding 51 % of the capital. In accordance with GAAPs accounting, the revenues are

consolidated line by line as subsidiary and the share of profit/(loss) of minority shareholders is adjusted as "Minority Interest".

Rs. in Million

Consolidated 2008-09 2007-08 % increase

Sales 25,956 20,281 28%

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

Exchange Fluctuations on FCCB 249 266 (6%)

Exceptional Income / (Expenditure) Net 897 240 274%

Profit before taxes 2,560 2,264 13%

Profit after taxes 2,212 1,750 26%

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

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

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

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

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

Solutions Limited.

2. Balda Motherson, the Company 's joint venture has made provision of impairment of fixed assets of which Company has taken

provision of Rs 112 million in its consolidated accounts in proportion of its shareholding in the joint venture.

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


Rs. in Million

Standalone 2008-09 2007-08 % increase

Sales 12,949 13,031 (1%)

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

Exchange fluctuation on FCCBs 249 266 (6%)

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

Profit before taxes 852 1,642 (48%)

Profit after taxes 695 1,282 (46%)

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

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

Notes:

1. The Company has made provision for Rs 110 million consequent to impairment of fixed assets done by Company's JV Balda Motherson Solution

India Ltd.

2. The figures of 2007-08 include Rs 240 million towards profit on sale of land.

Financial Position

The financial position and other highlights are as follows:

Rs. in Million

2008-09 2007-08 % change

Consolidated

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

Net Fixed Assets 15,412 6,314 144%

Cash and Bank balances 2,766 954 190%

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

Net Worth 7,566 4,939 53%

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

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

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

Standalone

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

Net Fixed Assets 5,863 4,320 36%

Cash and Bank Balances 179 327 (45%)


Rs. in Million

2008-09 2007-08 % change

Net Current Assets 633 2,143 (70%)

Net Worth 3,893 3,605 8%

Foreign Currency Convertible Bonds

(FCCBs) ** 3,071 2,891 6%

(Euros 45.7 Million) (Euros 45.7 Million)

Loans other than FCCB 2,311 1,719 34%

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

Wiring Harnesses

The Company's brand has been closely associated with wiring

harnesses because of its long standing presence in this product

segment, dominant market share and a high proportion of

corporate revenues derived from it. The wiring harness division

accounts for nearly two-third of the Company's revenue. The

Company together with it's Joint Ventures also enjoys 65% market

share of the passenger car segment in India as accessed by the

Company. The Company is a leading supplier of wiring harnesses

to most of the OEMs in India. The division has the capability to

design harnesses from the vehicle designing stage. There is a high

degree of backward integration for the product. Critical inputs like

wires, connectors, terminals, fuses and fuse boxes, tube clamps

and binders, grommets and seals, caps and sleeves etc are all

manufactured by the group which facilitates consistent, just-in-

time product supply and high quality end product.

The Company with its subsidiaries and joint ventures has its

manufacturing base spread in India, Sharjah, Ireland and the United

Kingdom. These manufacturing unit locations have been

strategically selected to give logistical support to serve major

customer destinations. The combination of design, range, quality,

infrastructure, technology and proximity helped MSSL emerge as

a complete service provider in the field of wiring harness.

The customer base of MSSL spans the entire spectrum of the

automotive industry and includes passenger cars and MUVs, two

wheelers, commercial vehicles, tractors and farm equipment, earth

moving and material -handling equipment, electrical & electronics

and medical systems.

Rs. in Million

Wiring Harness 2008-09 2007-08 % Increase

Consolidated

Customers within India 10,801 9,510 14%

Customers outside India 4,874 3,841 27%

Total 15,675 13,351 17%

Standalone

Customers within India 7,404 7,459 (1%)

Customers outside India 2,049 2,058 (1%)

Total 9,453 9,517 (1%)

Domestic Market

The Company continues to be a dominated player in the domestic

market. During the year the copper prices together with volatile

foreign exchange impacted the revenues of the division.


The wiring harness division continued to receive appreciation from

its customers which is reflected in the awards received in the

categories of Quality, Cost, Delivery, Development, Management,

Vendor Performance & Supply to name a few.

Exports

The total export of wiring harness on consolidated basis reached a

new high level of Rs 4.9 billion. The exports from India were almost

flat at Rs 2.05 billion, on standalone basis. The consolidated sales

to customers outside India in this segment grew by 27%; the

growth was also contributed by the Company's joint venture,

Motherson Sumi Wiring System Ltd. (FZC), Sharjah.

Out of the total exports of Rs 4,873 million, direct exports constitute

52% of the total, the rest being exports to the collaborator for the

global passenger car market for which manufacturing is done at

Bangalore and Sharjah.

Outlook

The Company's customer base has expanded this year both

domestically and in the international market with the entry of

various new customers across all segments. The customer base is

expected to expand substantially in the coming years also as many

new customers are entering the market and existing customers

are introducing new models. The prospects of the segment appear

encouraging across the foreseeable future. The cost of main raw

material, copper continues to be volatile in the international market,

which remains a challenge.

The Company has expanded the following capacities during the

year 2008-2009

� "New plants have been set up in Noida & Pune to meet the

requirements of domestic and export market.

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

Kandla

� The extrusion capacity of Motherson Sumi Electrical Wires,

Bangalore increased from 18,000 km to 26,000 km per month.

� During the year 2009-10, the company will be setting up unit

at Chennai for future upcoming projects of Nissan

Polymer

The division has 14 manufacturing units across India, Sharjah,

Germany and Czech Republic supported by various joint ventures

and subsidiaries. It is amongst the largest plastic component

suppliers to the automotive and consumer electronic industries in

India. The division contributed approximately 17% to the

Company's consolidated revenues in 2008-09.

The range of products manufactured by the polymer division of

the company - Motherson Automotive Technologies Engineering

(MATE) includes injection-moulded components, assemblies, blow-

moulded components and integrated modules. In order to keep

pace with increasing customer requirements, MATE continuously

upgraded its existing facilities and added new facilities. MATE also

manufactures air filters for automotive application with technology

from Roki, Japan. MATE has 10 manufacturing facilities in India

spread over Noida, Manesar, Bangalore, Chennai and Pondicherry.

Rs. in Million

Polymer 2008-09 2007-08 % Increase

Consolidated


Customers outside India 1,516 1,652 (8%)

Total 4,486 4,370 3%

Standalone


Customers outside India 406 406 -

Total 3,216 3,120 3%

Domestic

During the year, MATE achieved an increase of 3% in its domestic

revenues. The division is focusing on adding new value added

modules that require specialized engineering abilities.

Markets outside India

The exports were severely affected by the global slowdown. On

consolidated basis the sales to the customers outside India was Rs

1.5 billion. In addition to the revenues being contributed by MATE,

this business is operated through the Company's subsidiaries namely

MSSL Polymers GmbH (MSP-G), MSSL Tooling Ltd. (FZC) (MTL),

Global Environment Management (GEM) and MSSL Advanced

Polymers s.r.o.(MSP - CZ). GEM launched its product Aerobin in

Europe, and is setting up the distribution network.


Outlook

� New units coming up in Pune and Chennai are near

completion. These units will be meeting the growing demands

of the domestic market mainly catering to the customers in

these regions.

� MSSL Advanced Polymers s.r.o (Czech Republic) plans to build

a new factory. Construction work for the same is to commence

soon

� MATE will be setting up unit at Bangalore and in the Ford

Supplier Park, Chennai.

Automotive Mirrors

Till March 2009 the mirror business was conducted by MSSL

through its joint venture

company Visiocorp Motherson

Limited. The JV is the market

leader in Indian passenger car

market with nearly 48% share

as accessed by the Company.

On 6th March 2009 MSSL

took over the global rearview

mirror business of Visiocorp

Group which was under

administration. With this

takeover MSSL has become

one of the largest

manufacturers of rear view

mirrors in the world. The

details of this takeover have

been discussed in detail in the

earlier sections of this annual

report.

This division contributed a turnover of Rs 3,642 million which

includes full year turnover of the Indian company (49% being MSSL

direct holding) and one month turnover of Visiocorp group. The

last year unaudited turnover of Visiocorp Group was USD 660

million. This division is going to be the major contributor to the

turnover in the coming years.

Rs. in Million

Mirrors 2008-09 2007-08 % Increase

Consolidated

Customers within India 634 329 93%

Customers outside India 3,009 24 1243%

Total 3,643 353 932%

Machined Metal Components, Rubber Components

and others

1. Metal Machining business is done by Motherson Innovative

Engineering Solutions (MINES), a division of MSSL which has

facilities at Bangalore and Chennai. In addition to this ,the

Company has a JV Motherson ORCA Precision Technologies

GmbH at Donaueschngen, Germany.

2. Rubber Business: the Rubber Business is conducted through

the 3 joint ventures with Woco and Motherson Elastomers

Pty Ltd., MSSL is establishing facilities for rubber compounding

and products in India that will use the technology acquired in

Australia.

3. Fuses, Fuse Holders and others - This business is

conducted through its subsidiary Motherson Pudenz

Wickmann Limited.

Rs. in Million

RUBBER/METAL

MACHINED

COMPONENTS 2008-09 2007-08 % Increase

Consolidated

Customers within India 25 261 (90% )

Customers outside India 2,127 1,946 9%

Total 2,152 2,207 (3% )


Rs. in Million

RUBBER/METAL

MACHINED

COMPONENTS 2008-09 2007-08 % Increase

Standalone

Customers within India 168 248 (32% )

Customers outside India 112 146 (23% )

Total 280 394 (29% )

The performance of these businesses namely rubber, metal, fuses

and fuse related components has been discussed in details under

"Performance of Subsidiaries and Joint Ventures"

Outlook

The Company has set up facilities for rubber compounding and

rubber moulding at Chennai by shifting part of the equipment

from Australia. This is expected to increase competitiveness of the

Company in the segment.

Performance of Subsidiaries & Joint Ventures

The summary of the financial performance of the Company’s,

subsidiaries is disclosed elsewhere in the annual report & forms

part of the MDA. The summary of financial highlights of the JV

companies is as follows:

Rs. in Million

MSSL Holding Capital Employed Net Sales Profit After Tax Capital Expenditure

2008-09 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08

Kyungshin Industrial

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

Visiocorp Motherson Ltd.

(formerly Schefenacker

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

Balda Motherson

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

Woco Motherson

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

Woco Motherson

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

Woco Motherson Advanced

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

Calsonic Kansei Motherson

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


Brief of companies

MSSL Mideast (FZE)

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

and specializes in manufacturing of wiring harness. It is located in

SAIF Zone Sharjah, UAE.

Area of Business: It supplies wiring harness to leading

manufacturers of material handling equipment and off-road

vehicles in Europe.

Certifications: TS 16949 & UL Certification

Performance in 2008-09: During the year, the company's revenue

grew from Euro 20 million to Euro 21 million. MSSL Mideast entered

the Guinness Book of World records for constructing the longest

balloons chain, for the longest contra line dance and also for

maximum number of faces painted in one hour. This was a part of

employee morale building exercise.

Kyungshin Industrial Motherson Limited (KIML)

KIML is a joint venture between Kyungshin Industrial Co. Ltd.,

South Korea and Motherson Sumi Systems Ltd. The company

manufactures wiring harnesses at twin locations in Chennai (India).

Area of Business: It caters exclusively to the wiring harness

requirements of Hyundai Motors India Limited for its complete

range of cars manufactured in India.

Certifications: ISO/TS 16949:2002, ISO 14001:2004, QUALITY

5 STAR

Performance in 2008-09: KIML achieved a turnover of Rs 4983

million as compared to the Rs. 3200 million in the previous year.

KIML is the 100% supplier of wiring harnesses to Hyundai Motors

India since the beginning. During the year, KIML started mass

production of wiring harness for Hyundai i20 for domestic and

export market. The joint venture has expanded its capacity to meet

the requirements of the customer.

MSSL (GB) LTD.

The company is a 100% subsidiary of Motherson Sumi Systems

Ltd. and located in New Castle, UK.

Area of Business: The Company supplies wiring harness and

related modules to niche segments in UK.

Performance in 2008-09: MSSL (GB) achieved a turnover of GBP

4 million, as compared to GBP 5 million of the previous year. The

company established its operations in 2007 and is now fully

integrated with the group.

Motherson Sumi Wiring Systems Limited

The company is a joint venture between Motherson Sumi Systems

Ltd. and Sumitomo Wiring Systems Ltd, Japan. The company is

located in SAIF Zone, Sharjah, UAE.

Area of Business: MSWS supplies wiring harness to Sumitomo

Electric Wiring Systems in Europe.

Performance in 2008-09: The joint venture grew its revenues

from Euro 16 million to Euro 30 million registering a growth

of 86%.

Motherson Electrical Wires Lanka Private Limited


Limited and is located in Sri Lanka.

Area of Business: The Company specializes in the manufacturing

of wires for automotive applications. It supplies wires to different

manufacturing locations of the group.

Certifications: BUREAU VERITAS Certification of ISO 9001:2000

STANDARD

Performance in 2008-09: MWL achieved revenue of US$ 25

million as compared to US $ 24 million of the previous year.

MSSL Tooling Limited (FZE)


Limited and is located in Sharjah, UAE.

Area of Business: It specializes in the manufacturing of plastic

molded components and tooling.MTL supplies to Tier 1 customers

and supports the polymer business in Europe


Performance in 2008-09: The revenue of MTL was Euro 4 million

for the current year, as compared to Euro 2 million of the previous

year registering a growth of 109%.

Balda Motherson Solution India Limited

Balda Motherson is a joint venture between Balda AG (Germany)

and Motherson Sumi Systems Limited and is located in Chennai.

Area of Business: The company supplies injection moulded

components and assemblies for mobile phones, electrical and

electronic equipments.

Certifications: ISO 9000

Performance in 2008-09: The sales for the company reached

Rs 200 million. New products comprised of mobile charger cover.

Calsonic Kansei Motherson Auto Products Limited


Ltd. and Calsonic Kansei, Japan. The manufacturing unit is located

in Manesar, India.

Area of Business: The Company specializes in the manufacture of

climate- control systems including HVAC modules, compressors,

body control modules and meter clusters for the automotive

industry.

Performance in 2008-09: The company generated revenue of Rs

4 million. The company successfully launched HVAC (heating,

ventilation and air conditioning) and Compressors for Maruti Suzuki

India Limited. The company will be engaged in marketing, selling,

exports, service, manufacturing and assembly of auto parts of

integrated HVAC, ECM (Engine cooling module), Exhaust System

(press and welding), CCM (cross car beam), Compressor, BCM

(body control module), Instrument Cluster (meter, electronics) and

CPM (cockpit module). The construction of the Chennai

manufacturing unit has started and production to commence in

the next year.

MSSL Polymers GmbH


Ltd. and is located in Germany.

Area of Business: The company specializes in the manufacture of

climate- control systems including HVAC modules, compressors,

body control modules and meter clusters for the automotive

industry.

Certifications: TS16949:2002; ISO 14001:2005; ISO 13485

Performance in 2008-09: The company recorded a revenue of

Euro 13 million, as compared to Euro 15 million of the previous

year. A negative growth is shown due to drop in volume of work

of major customers due to global recession.

MSSL Polymers s.r.o


Ltd. and is located in Czech Republic.

Area of Business: The company serves automotive and medical

equipment industries, mainly the Tier 1 customers who have shifted

base to Eastern Europe.

Certifications: ISO/TS 16949

Performance in 2008-09: The revenue for the company remained

flat at Euro 5 million as compared to 2007-08. A new factory to be

set up in 2009-10 for which land has been acquired.

WOCO Motherson Ltd. (FZC)

The Company is a joint venture between Motherson Sumi Systems

Ltd. and WOCO Group of Germany. The company is located at

the Sharjah Airport International Free Zone, Sharjah, UAE.

Area of Business: WML specializes in liquid silicone rubber injection

Moulding. The product range includes products for automotive

applications, medical equipment applications, measuring and

control technology and kitchen appliances.

Certifications: ISO/TS 16949

Performance in 2008-09: The revenue of the company stands at

Euro 4 million as compared to Euro 5 million of the previous year.

In calendar year 2008, the company distributed a total dividend of

Euro 1.35 million.


WOCO Motherson Elastomer Ltd.


Ltd. and WOCO Group of Germany and is located in Noida, India.

Area of Business: The company manufactures and exports

injection moulded rubber components back to the Joint Venture

Partner.

Certifications: ISO/TS 16949: 2002 & ISO 14001:2004


Rs 322 million as compared to Rs 326 million of the

previous year.

WOCO Motherson Advance Rubber Technologies Ltd.

The Company is a joint venture between Motherson Sumi Systems

Ltd. and WOCO Group of Germany and is located at Kandla Special

Economic Zone.

Area of Business: The company focuses on automotive and auto

component manufacturing. The range includes pedal parts and

solid silicon articles for acoustic applications besides manufacturing

and exporting rubber, rubber to metal and rubber to plastic bonded

parts.

Certifications: ISO/TS16949: 2004

Performance in 2008-09: The revenue for the company stands at

Rs 375 million as compared to Rs 385 million of the previous year.

Motherson Elastomer Pty Ltd


Ltd. and is located in Bendigo, Victoria in Australia.

Area of Business: The company manufactures orbitread tyre

compounds, conveyor belting rubber compounds, automotive

component rubber compounds, weather strips, glass runs, boot

and hood seals, tank straps, rubber flares, bonded components,

suspension ushes, engine and transmission mounts, bump stops,

large engine gaskets, silent blocks, industrial mountings and

couplings, auto and truck suspension components

Certifications: ISO/TS 16949(May2009) / ISO9000-200 /

ISO14001-2004

Performance in 2008-09: The revenue for the company stands

at AUD 32 million as compared to AUD 23 million of last year. To

combat the recessionary trends in Automotive Business, the

company has picked up business for Mixing Compound for Tyre-

retread and Mining Industry. The company plans to shift the

moulding business to India to reduce the cost of production.

Motherson ORCA Precision Technology GmbH


Ltd. and is located in Germany. It was previously called

Mothersonsumi Reiner GmbH.

Area of Business: The company serves automobile and auto

component manufacturers and tier 1 customers. The product range

includes high precision machined metal components for critical

applications such as fuel pumps.

Certifications: ISO /TS 16949:2002 (2nd edition: 2002-03-01)

Performance in 2008-09: The revenue for the company stands

at Euro 6 million. The operative business of Mothersonsumi Reiner

Gmbh was recently transferred to Motherson Orca Precision

Technology Gmbh. The company specializes in metal machining

and provides key technical support to the venture.

Motherson Pudenz Wickmann Limited


Ltd. and Wilhelm Pudenz GmbH & Wickmann Werke GmbH,

Germany. MPWL is located in Noida, India.

Area of Business: The company's key products are fuses and fuse

holders and electronic circuit breakers. The target sector is consumer

electronics.


Rs 26 million as compared with Rs 29 million of the previous year.

Global Environment Management (FZE)


Ltd. and E- Compost Pty Ltd, Australia. It is located at the SAIF

Zone, Sharjah, UAE.


Area of Business: The company has a 100% subsidiary in Australia

for marketing its key product Aerobin in Australia. The product re-

cycles household and garden wastes.


AUD 2 million as compared to AUD 3 million in the last year. Sales

revenue from Australia market is not expected to show any sign of

significant recovery until Spring-09 - which in turn reflects the

economic climate as much the seasonality that influences Aerobin/

Garden sales.

Support Subsidiaries

MSSL GmbH, Germany

The company is a 100% subsidiary of MSSL through MSSL Mideast.

MSSL GmbH is located in Gelnhausen near Frankfurt and acts as

the holding company and corporate office providing support to

the European entities.

MSSL Mauritius Holdings Ltd


Ltd. and is located in Mauritius. The company is holding investments

in Woco Motherson Limited (FZC) Sharjah, MSSL Ireland Pvt.

Limited, Ireland, Samvardhana Motherson Global Holding Ltd,

Cyprus.

MSSL Ireland Pvt. Ltd., Ireland

The company is a 100% subsidiary of MSSL Mauritius Holdings

Ltd. The company is located in Ireland and provides design services,

mainly to wiring harnesses customers. It also provides logistics

support services to MSSL and MSSL Mideast, enabling them to

supply online to customers in Europe.

MSSL (S) Pte Ltd.,Singapore


Ltd and is located in Singapore. It provides support to MSSL and

its group companies mainly for international purchasing. The

company is also a holding company for the group investments in

Australia.

MSSL Handles GmbH, Austria


Ltd. and is located in Austria. It provides support to MSSL by

coordinating with the customers.

MSSL Australia Pty. Ltd.


Ltd. The Company, after phase- out of Door TRIM Program is now

functioning as the corporate office and holding company for the

group investments in Australia.

MSSL Investment Pty. Ltd.


Ltd. through MSSL Australia Pty. Ltd.

Loan and funds position

Rs. in Million

Loans Consolidated Standalone

March 31, 2009 March 31, 2008 March 31, 2009 March 31, 2008

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

Long term loans 3,840 542 1,426 339

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

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


Foreign Currency Convertible Bonds (FCCBs)

During the year 2005-06, the Company had issued Zero Coupon

Foreign Currency Convertible Bonds (FCCBs) of Euro 50.30 millions

of which an amount of Euro 45.70 millions is outstanding as on

31-3-2009. The conversion price of these bonds is Rs 74.30 per

share at fixed exchange rate of Rs 52.01 = Euro 1. In line with

Company's conservative policy, the Company makes provision of

premium payable at the redemption, in case conversion does not

happen by the end date i.e 16th July 2010 as charge to Profit/

(Loss) account. In addition, the Company also provides for exchange

fluctuation on the FCCBs (including on the premium charged so

far to Profit & Loss account) as charge to Profit & Loss account.

During the year, the company has charged an amount of

Rs 249 million (Rs 589 million since issue of bonds) towards

exchange fluctuation and amount of Rs 141 million (Rs 558 million

since issue of bonds) as charge to Profit & Loss account.

Capital Expenditure

During the year, the Company incurred capital expenditure of

Rs 2,627 million and Rs 2,118 million on consolidated and

standalone basis. The significant portion of this expenditure has

been funded from internal accruals. During the year, the Company

expects capital expenditure of Rs 3,000 million to Rs 4,000 million.

Human Resource

Human resource is the organization’s most valued asset. Effective

management of human resources is imperative to the success of

any organization. MSSL believes in this maxim and hence starts by

focusing on recruiting the best talent in the industry. Proper

induction and orientation is stressed upon which provides a sense

of belongingness and ownership towards the organization. This is

the key to MSSL's success. Skills management is conducted as an

ongoing process, with individuals assessing and updating their

recorded skill sets regularly. This is done through training and

development programmes. For senior executives, Leadership

Development Programmes were institutionalized. MSSL provides

an environment to its employees to take higher responsibilities

and stretch assignments from very early stages of their career.

To develop and reinforce the sense of belongingness to the

organization various steps are taken. In our manufacturing units,

for each activity there is a person declared as the owner of that

activity, who takes the onus of maintaining and improving that

activity. Another way of involving employees outside the ambit of

their jobs is in extra-curricular activities which includes cultural

programmes and competitions. There are annual day celebrations,

painting competition for the children of employees, picnics, cultural

activities and quality circles, where maximum employee

participation is solicited. Our team also participated in the global

skill Olympics organized by our collaborator SWS. Such programs

transcend all bars and create the "WE" feeling amongst

employees.

Quality Circle is another one of the employee participation methods.

In MSSL they have emerged as a mechanism to develop and utilize

the tremendous potential of people for improvement in product

quality and productivity. The quality circle movement has been

gaining strength in the Company. MSSL has more than 84 quality

circles operating within the Company, its subsidiaries and joint

ventures. It was a moment of pride for us when 'Uday' quality

circle from SBU- IX was declared the winner at the QCC organized

for the vendors by Maruti Suzuki India Limited. Another quality

circle 'Utsah' from SBU IX was adjudged the winner in QC

competition organized by Maruti Suzuki Supplier's Club. We also

participated in the Quality Circle Convention organized by the

Quality Circle Forum of India for the Delhi chapter and 'Jigyasa'

quality circle from SBU- 1 AH was placed in the excellent category.

MSSL today has a spread in 20 countries round the globe, where

people of different nationalities, ethnicity, language and culture

are working together. This benefits us both ways. It has helped us

in giving a global exposure and understanding to our employees

and has also facilitated in serving our customer across the globe in

a better way.

With a view to share its growth, employees are given option to

have the shares of Samvardhana Motherson Finance Limited.

Environment, Health and Safety (EHS)

The top priority for MSSL is to take the time and initiative to help

protect their employees. Utmost attention is given to the safety of

its employees, related communities and the environment at large.

Health and safety form an integral part of work environment.

In MSSL the responsibility of employee health and safety falls on

Human Resource Management. Educating about safety programs,

making employees aware about the health and safety policy of


the Company, conduct formal safety training, etc all form part of

EHS training. The supervisors and departmental heads are

responsible for maintaining safe working conditions.

Various safety measures have started this year. A National safety

week was conducted in MSSL from 4th March, 2009 to 10th March,

2009. Various activities were carried out this week which included

display of safety banners, distribution of safety badges, a quiz

competition on the safety measures and a safety march was held

for the workers on the shop floor of the units. A meeting was also

held with all contractors for safety awareness. In addition to these,

Advanced Fire Fighting Technique cylinders were made available

for the units.

The year saw an incidence of fire in MSWS, Sharjah which was

effectively controlled by the staff with the fire fighting team and

other section associates. Fortunately, there was no harm/ injury to

any of its people. To avoid even such lone incidences several

measures have been taken. Safety audits are carried out at regular

intervals in all the units. A training module of general safety is

introduced for new employees. A new system has been started for

issuing work permit. This work permit system covers all the aspects

related to safety before starting of the work, after completion of

work and also during the work.

Most of the units of MSSL are accredited with ISO 14001

certification. MSSL re-affirms its commitment to provide a safe

working place and clean environment to its employees and other

stakeholders as an integral part of its business philosophy and

values. The Company will continuously enhance its environmental,

occupational health and safety performance in its activities, products

and services through a structured MSSL management framework.

MSSL develops products that help in improving the environment.

Its subsidiary, Global Environment Management, is dedicated

towards developing products for improving the environment. Their

first product Aerobin is a technological breakthrough in home and

garden waste management that allows households to effectively

recycle organics at home. The product helps the average household

divert 50% of their waste away from landfill, into compost. Aerobin

composts aerobically, a decomposition process that doesn't give

off the potent, dangerous, greenhouse gases that occur when

organic waste is decomposed an aerobically in landfill. This reduces

household carbon emissions. The organic compost and diluted

Leachate produced by the Aerobin can be used as a natural soil

conditioner in the garden also.

The aim is to ensure that EHS risks and impacts are managed

effectively and to identify opportunities to reduce risks and

contribute to continuous improvement.

Opportunities and Future Prospects

Global automotive industry is undergoing unprecedented turmoil

that has found its most recent expression in a tightened credit

market. In addition, the familiar industry challenges such as volatile

raw materials costs and fuel prices, tighter regulations, have

combined to create a business environment such as the industry

has not experienced until now.

The economic growth rate in India is expected to range between

6-7 percent in 2009-2010 and the situation will only improve from

here. Government is supporting industry by combining monetary

as well as fiscal measures- the stimulus package released by the

government addresses a wide range of concerns and should

hopefully give big boost to the slowing economy. It is a set of

positive measures towards boosting growth. Interest rates have

been reduced and a cut in the CRR, REPO and Reverse Repo by

the government has increased the availability of credit in

the market.

OEMs are making substantial investments in India to cater to the

Indian market as well as for exporting fully assembled cars from

India. Factors such as superior engineering skills, modest domestic

market growth, the sophistication of its IT industry and increasing

free trade agreements in addition to low cost, are expected to

boost India's auto-component sector growth over other countries

in the coming years.

MSSL is in the phase of consolidating its strengths and building its

capacities for growth. Hence, when the economy world over

stabilizes, the Company will be ready for the challenges the market

will pose. MSSL is in a unique position to service the OEMs by

bringing newer technologies through its joint ventures by being a

complete system solution provider. In MSSL growth is imperative

with time. While there are significant investments proposed to be

made in expanding and upgrading of the facilities, we will continue

to be judicious in our capital spending and will continue to leverage

our strong network of alliances /partnerships.


Corporate Social Responsibility - CSR

In line with MSSL's commitment to a better society, Corporate

Social Responsibility (CSR) is being taken up & adopted by the

Company towards ensuring implementation of corporate values

leading to helping deprived children of society through various

programmes in the communities. Various CSR programmes for

children of the deprived communities are being supported by the

Company.

MSSL also lays special emphasis on using environment friendly

product for safeguarding the environment through sustainable

business products. It strives to achieve goals of achieving symbiosis

with nature, and has been proceeding with efforts toward

environmental protection in all aspects of its business activities.


Directors' Report

Your Directors have the pleasure in presenting the 22nd Annual

Report together with the audited accounts of the Company for

the financial year ended 31st March, 2009.

Financial Results

The summarized financial results for the year ended 31st March,

2009 and for the previous year ended 31st March, 2008 are as

follows:

(Rs. in Million)

Year ended Year ended

31.03.2009 31.03.2008

Gross sales 14429 15156

Net sales 12949 13031

Other Income 372 447

Profit before depreciation,

interest and tax 1689 2361

Less: Depreciation 545 500

Less: Interest (net) 291 219

Profit before tax 853 1642

Less: Provision for taxation 157 360

Profit after tax 696 1282

Add: Balance brought forward 1597 1127

Profit available for appropriation 2292 2409

Operations and Performance

During the year under review, your company achieved a turnover

of Rs. 13321 million including other income of Rs. 372 million in

comparison of its turnover of Rs. 13478 million including other

income of Rs. 447 million of the previous financial year ended

March, 2008.The marginal decline was due to unfavorable market

conditions in the Automobile Sector.

The profit after tax for the year ended March, 2009 at Rs. 696

million was lower than the previous financial year ended March,

2008 at Rs. 1282 million. As per the Consolidated Accounts the

profit after tax was Rs. 2212 million as compared to Rs. 1750

million in year 2007-2008.

The operational performance of the Company has been

comprehensively covered in the Management discussions and

analysis, which forms part of the Directors' Report.

Dividend

Your Directors recommended payment of dividend of Rs.1.35 per

share of Rs. 1/- each for the financial year ended March 31, 2009.

The dividend, if approved by the members will be paid on or after

September 24, 2009.

Credit Rating

The Company continues to enjoy "A1+" rating by ICRA for its

commercial paper / short-term debt program of Rs 1000 million.

Strategic Acquisition

During the year 2008-2009, the Company has acquired global

rear view mirror business from Visiocorp Plc. through its step down

subsidiary Samvardhana Motherson Visiocorp Solution Limited,

Jersey. The acquisition has been completed on 6th March, 2009.

Visiocorp is a market leader in exterior rear view mirror systems

and brings its cutting edge technology, covering the complete range

of mirrors from low-end entry segments to high-end luxury

segments.

With this acquisition, Samvardhana Motherson Group has become

one of the largest manufactures of automotive mirrors in the world.

This further elevates the group's positioning as a major Tier 1

supplier to automotive industry with a global footprint spanning

20 countries and having 80 manufacturing units.

Fixed Deposits

The Company has neither invited nor accepted any deposits from

the public during the year. There is no unclaimed or unpaid deposit

lying with the Company.


Directors

In accordance with the provisions of the Companies Act, 1956

and Articles of Association of the Company Mr. Bimal Dhar and

Mr. Hiroto Murai, Directors of the Company retire by rotation and

being eligible, offer themselves for re-appointment.

The Board of Directors have appointed Mr. M.S. Gujral as Chairman

and Mr. V.C. Sehgal as Vice Chairman of the Company. Further,

Mr. Laksh Vaaman Sehgal has been appointed as an Additional

Director of the Company w.e.f. 30.04.2009.

Your Directors welcome Mr. Laksh Vaaman Sehgal on the Board of

the Company.

Brief resume of the above Directors, nature of their expertise in

functional areas and the name of the public companies in which

they hold the Directorship and the Chairmanship/Membership of

the Committees of the Board, as stipulated under Clause 49 of the

Listing Agreement with the Stock Exchange, are given as Annexure

to the Notice convening the Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and

subject to disclosures in the Annual Accounts, we state as under :-

a) That in the preparation of the annual accounts, the applicable

accounting standards have been followed and that no material

departure were made for the same;

b) That the Directors have selected such accounting policies and

applied then consistently and made judgments and estimates

that were 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 and of the profit of the Company for year

ended on that date;

c) That the Directors have taken proper and sufficient care for

the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 1956

for safeguarding the assets of the Company and for preventing

and detecting fraud and other irregularities;

d) That Directors have prepared the annual accounts on a going

concern basis.

Auditors

The Auditors of the Company M/s. Price Waterhouse, Chartered

Accountants, Gurgaon, retire at the ensuing Annual General

Meeting and, being eligible, offer themselves for re-appointment.

The Company has received a letter from them to the effect that

their appointment, if made, would be within the prescribed limit

under section 224(1B) of the Companies Act 1956.

The observations of the Auditors and the relevant notes on the

accounts are self-explanatory and therefore do not call for any

further comments.

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 AS -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.

The performance of the Company on consolidated basis its

subsidiaries and joint venture companies, is discussed at length

in the Management discussion & analysis, which forms part of

the Directors’ Report.

Particulars required as per Section 212 of the

Companies Act, 1956

As per Section 212 of the Companies Act, 1956, your Company is

required to attach the Directors report, balance sheet and profit

and loss account of the subsidiaries of the Company.

The Company has granted exemption for the year ended March

31, 2009 by the Ministry of Corporate Affairs from attaching to its

Balance Sheet, the Annual Reports of its subsidiary companies. As

per the terms of the Exemption Letter, a statement containing brief

financial details of the Company's subsidiaries for the year ended

March 31, 2009 is included in the Annual Report.


The annual accounts of the subsidiary companies, along with

related detailed information shall be made available to the holding

and subsidiary investors seeking such information at any point of

time. Any shareholder of the Company/ its subsidiaries interested

in obtaining the annual accounts of the subsidiaries may write to

the Company Secretary at the Registered Office of the Company.

The annual accounts of the subsidiary companies shall also be

kept for inspection by any investor in a Registered Office of the

Company. In the opinion of the management, the consolidated

accounts present a full and fair picture of the state of affairs and

financial condition and they are accepted globally.

Audit Committee

The Audit Committee was constituted in terms of the requirements

set out in Clause 49 of the Listing Agreement with the stock

exchange(s) on Corporate Governance comprising Mr. M. S. Gujral,

Maj. Gen. Amarjit Singh (Retd.), Mr. Toshimi Shirakawa and

Mr. Arjun Puri. Mr. M. S. Gujral is the Chairman of the Audit

Committee.

Exports

The Company's exports during the year were Rs. 2347 million as

against Rs. 2499 million in the previous financial year. The Company

continues to make its efforts towards achieving higher growth by

providing cost competitive quality solutions to its customers. In

addition, the Company has set up offices, mainly in Europe, to

constantly service the customers as well as scan the markets for

growth.

Corporate Governance

A separate section on Corporate Governance, forming a part of

the Director's Report and the certificate from the Company's

auditors confirming compliance of conditions on Corporate

Governance as stipulated in Clause 49 of the Listing Agreement, is

included in the Annual Report.

Listing

The shares of your Company are listed at National Stock Exchange

of India Limited, Bombay Stock Exchange Limited, Delhi Stock

Exchange Association Limited and Ahmedabad Stock Exchange.

The bonds of the Company are listed at Singapore Exchange

Securities Trading Limited. The listing fees for the year 2009-2010

have been paid to the said Stock Exchanges.

Particulars of Employees

Information as per Section 217 (2A) of the Companies Act, 1956,

read with the Companies (Particulars of Employees) Rules, 1975

as amended, the name and other particulars of the employees are

set out in the annexure to the Directors' Report.

However, having regard to the provisions of section 219(1)(b)(iv)

of the Companies Act, 1956, the Annual Report is being sent to all

the shareholders of the company excluding the statement of

particulars of employees under section 217(2A) of the Companies

Act, 1956. Any shareholder interested in obtaining a copy of the

said statement may write to the Company Secretary at the

registered office of the Company and same will be sent.

Energy Conservation, Technology Absorption and

Foreign Exchange Earning and Outgo

Information under section 217(1)(e) of the Companies Act, 1956,

read with Companies (Disclosure of Particulars in the Report of

Board of Directors) Rules, 1988 is given in Annexure 'A' to this

Report.

Human Resources

The relations with the employees and associates continued to

remain cordial throughout the year. The Directors of your Company

wish to place on record their appreciation for the excellent team

spirit and dedication displayed by the employees of the Company.

Acknowledgement

Your Board of Directors would like to place on record their sincere

appreciation for the wholehearted support and contributions made

by all the employees of the Company as well as customers, suppliers,

bankers and government authorities particularly in the state of

Delhi, Haryana, Uttar Pradesh, Maharashtra, Tamilnadu and

Karnataka towards the conduct of the efficient operations of your

Company. Last but not the least the Board of Directors wish to

thanks the shareholders, FCCB holders of the Company and the

collaborator Sumitomo Wiring Systems Limited, Japan for its

continuous support.

For and on behalf of the Board

for MOTHERSON SUMI SYSTEMS LIMITED

Place: Noida M.S. Gujral V. C. Sehgal

Date: 27th July, 2009 Chairman Vice Chairman


Annexure `A' to Directors' Report

Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to Companies

(Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of Directors' Report.

A. Conservation of Energy

a) Energy Conservation measures taken :

The Company has constantly been emphasizing as

optimization of energy consumption in every possible area in

its units. Various avenues are being explored at periodic

interval and after careful analysis and planning measures are

being initiated to minimize the consumption of energy by

optimum utilization of energy consuming equipments. During

the year under review, the following measures were initiated/

adopted for conservation and optimize utilization of energy.

� Installation of occupancy sensor to switch-off lights

automatically

� Installation of auto switch-off timer in fans

� Reduction in energy consumed by replacing high wattage

bulbs on machines to low wattage LEDs.

� Energy saving tube lights installed across all units

� Installed variable drive motors on compressors

� Daylight sensors on street lights

� Optimised air-cooling systems

b) Future Proposals for Energy Conversion

The Company will take necessary measures as may be required

from time to time for conversion of energy.

c) Impact of the measures at (a) & (b) above for reduction of

energy consumption

The above measures will result in energy saving and

consequent decrease in cost of production.

B. Technology Absorption

The following efforts are being made in technology absorption:

Research & Development (R&D)

1. Specific areas in which R&D is carried out by the Company

The Company has been continuously working towards

enhancing its research and development capabilities. In

addition to enhancing capabilities in the area of Wiring harness

design and adoption of new methods and techniques for

manufacturing and assembly of harnesses, the company is

also focusing in enhancing its capabilities in the area of Jigs

and applicators designing and manufacturing.

The Company has been keeping pace with the technological

advances by implementation of state-of-the-art

manufacturing best practices. Research and Development was

carried out for the development of the new models for several

Indian and overseas customers.

In process engineering the Company introduced a silicon

sealing machines for earth terminals.

2. Benefits derived as a result of the above R&D

The benefits derived as a result of the above research and

development programmes was in the form of winning new

businesses, building confidence of existing customer and

reducing the time to market.

3. Future plan of action

Steps are continuously being taken for innovation and

renovation of products and enhancement of product quality/

profile, to offer better products at relatively affordable prices

to customers.


4. Expenditure on R&D

During the year, the Company spent Rs. 50.72 million. This is

equivalent of 0.38% of the turnover.

Technology absorption, adaptation and innovation

With the changing requirements in wiring harness manufacturing,

the Company has acquired new machines and processes as per

the product requirements. The Company has successfully

implemented a number of Kaizen led improvements to enhance

productivity and manufacturing efficiency.

The company sends it design engineering regularly to its

Collaborator, for working together for designing and development

of new harnesses for future models to be introduced by the OEMs,

in addition to collaborators technicians providing on-site support

to the company.

- Benefits derived as a result of the above efforts: The Company

is now partnering the new development and designing with its

major customers.

- Imported Technology: the company has access and

implemented the latest processes and techniques in its

manufacturing and design facilities.

C. Foreign Exchange Earnings and Outgo

1. The activities relating to export, incentives to increase

exports and developments of new export markets are

discussed below.

The Company has continued to maintain focus and avail of

export opportunities based on economic consideration. During

the year, the Company has exports (FOB value) worth Rs.

2347 million.

2. Total foreign exchange used and earned

(Rs. in million)

a. Total Foreign exchange earned 2389

b. Total Foreign exchange used 4419

The detailed information on foreign exchange earnings and

outgo is also furnished in the notes to the accounts.

For and on behalf of the Board

for MOTHERSON SUMI SYSTEMS LIMITED

Place: Noida M.S. Gujral V. C. Sehgal

Date: 27th July, 2009 Chairman Vice Chairman


Report on Corporate Governance

Company's philosophy on Corporate Governance

Corporate Governance is based on the principles of integrity, transparency, accountability and commitment to values. Your Company

views its policies of Corporate Governance not only to comply with the statutory requirements in letter and spirit, but also to aim at

implementing the best practices, keeping in view the overall interest of all its stakeholders. Your Company takes Corporate Governance

as a Critical tool to enhance trust of the Company's customers, employees, investors, government and the Community at large and

would help the Company achieve its goal of maximizing value for all its stakeholders.

Board of Directors

The Board presently comprises of the majority of Non-executive and Independent Directors, who are eminent professionals with a rich

experience in business, finance and public enterprises. The composition of the Board, and the number of other Directorships held by

each Directors and relevant information for their category as on 31.03.2009 is given in the table below:

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

Independent (in Public Co.) memberships Chairmanships

Mr. V. C. Sehgal Non-executive Director 12 6 1

Mr. Toshimi Shirakawa Non-executive Director 2 1 -

Mr. M. S. Gujral Independent Director 7 5 5

Mr. Hiroto Murai Non-executive Director - - -

Maj. Gen. Amarjit Singh (Retd.) Independent Director 2 4 -

Mr. Bimal Dhar Non-executive Director 10 4 -

Mr. Toshihiro Watanabe Executive/Whole-time Director 2 1 -

Mr. Arjun Puri Independent Director 1 2 -

Mr. Toshihide Ano* Non-Executive Director 2 - -

(Alternate Director to

Mr. Hiroto Murai)

Mr. Pankaj Mital Executive/Chief Operating Officer 2 1 -

(Alternate Director to

Mr. Bimal Dhar)

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

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

Attendance at Board meetings and Annual General

Meetings

The Board of Directors of the Company meets at least once a quarter

to review the quarterly results and other items on the agenda.

The information regularly supplied to the Board of Directors include

amongst others the following:

1. Annual Operating plans and budgets and updates.

2. Quarterly Performance of our various units, subsidiaries and

joint venture companies

3. Materially important legal cases

4. Details of any Joint Venture or collaboration agreement

5. Developments on Human Resource of the Company

The Board of Directors of the Company met five times during the

financial year 2008-2009 : (i) June 2, 2008 (ii) July 26, 2008 (iii)

October 21, 2008 (iv) January 2, 2009 and (v) January 27, 2009.


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

Name of the Director No. of Board Attendance at last

meetings attended Annual General Meeting

Mr. V. C. Sehgal 5 Yes

Mr. Toshimi Shirakawa* 1 Yes

Mr. M. S. Gujral 5 Yes

Mr. Hiroto Murai 4 No

Maj. Gen. Amarjit Singh (Retd.) 5 Yes

Mr. Bimal Dhar 4 Yes

Mr. Arjun Puri 4 Yes

Mr. Akihiko Yamauchi# 1 N.A.

Mr. Toshihiro Watanabe 5 Yes

Mr. Pankaj Mital 1 Yes

(Alternate Director to Mr. Bimal Dhar)

Mr. Toshihede Ano - Yes

(Alternate Director to Mr. Hiroto Murai)

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

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

Remuneration of Directors

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

Name of the Director Gross remuneration Sitting fee* Total

(Rs.) (Rs.) (Rs.)

Mr. M. S. Gujral Nil 1,80,000 1,80,000

Maj. Gen. Amarjit Singh (Retd.) Nil 1,80,000 1,80,000

Mr. Arjun Puri Nil 1,40,000 1,40,000

* Includes sitting fees paid for committee meetings

Name of the Director Salary Amount

Mr. Akihiko Yamauchi # Basic salary 2,48,000.00

Bonus --

Other benefits 1,34,492.00

Total 3,82,492.00

Mr. Toshihiro Watanabe @ Basic salary 14,40,000.00

Bonus --


Total 30,40,751.00

Mr. Pankaj Mital Basic salary 30,01,200.00

Bonus 5,00,412.00


Total 37,73,325.00

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

@ appointed as Whole-time Director of the Company w.e.f. 02.06.2008.


Audit Committee

The Audit Committee of the Company comprises the majority of Independent Directors. The members of the Audit Committee met

four times during the financial year 2008-09 and the Committee reviewed the quarterly, half-yearly and annual financial statements

before submission to the Board. The dates on which the meetings were held are as follows:

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

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

Name Designation Non-executive/ Independent Committee meetings attended

Mr. M.S. Gujral Chairman Independent 4

Maj. Gen. Amarjit Singh (Retd.) Member Independent 4

Mr. Toshimi Shirakawa* Member Non-executive 1

Mr. Arjun Puri Member Independent 3

The terms of reference of the Audit Committee comprises the

following:

a) To hold periodic discussions with the Statutory Auditors and

Internal Auditors of the Company concerning the accounts of

the Company, internal control systems, scope of audit and

observations of the Auditors/Internal Auditors.

b) To review compliance with internal control systems.

c) To review the quarterly, half-yearly and annual financial results

of the Company before submission to the Board.

d) To investigate into any matter in relation to the items specified

in Section 292A of the Companies Act, 1956 or as may be

referred to it by the Board and for this purpose to seek any

relevant information contained in the records of the Company

and also seek professional advice, if necessary.

e) To review the Company's financial and risk management

policies.

f) To obtain external advice, legal or other professional advise.

g) To secure attendance of outside parties with relevant expertise,

if it considers necessary.

h) To seek information from any employee.

Investors' Grievance Committee

The Company has an Investors' Grievance Committee which looks

into shareholders' and investors' grievances. The following are the

members of the Committee:

Name Designation Executive/Non-

executive/

Independent

Mr. M.S. Gujral Chairman Independent/

Non-executive

Mr. Toshihiro Watanabe Member Executive

Mr. G.N. Gauba, the Company Secretary, is the Compliance Officer.

Share Transfers

� All shares have been transferred and returned in about 20

days from the date of receipt, so long as the documents have

been clear in all respects.

� The Share Transfer Committee meets normally once a fortnight.

� Total number of shares transferred in physical form during the

year 2008-2009 was 29144 as compared to 57742 during

2007-2008.

� As on March 31, 2009, there are no equity shares pending for

transfer.

Investor Relations

86 complaints relating to the non-receipt of shares after transfer,

non-receipt of dividend etc. were received.

All the complaints received during the year were cleared within

the financial year.

The complaints are generally responded to within 10 days from

the date in which they are lodge with the Company.

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


Particulars of the past three AGMs

Annual General Date Time Venue Special Resolutions passed

Meeting

19th August 11:00 A.M. FICCI Golden Jubilee Auditorium, Nil

07, 2006 New Delhi

20th July 3:30 P.M. FICCI Golden Jubilee Auditorium, Issue of Bonus Shares in the ratio

30, 2007 New Delhi of 1 share for every 2 shares held.

21st August 11.30 A.M. FICCI Golden Jubilee Auditorium, -Re-appointment of Mr. Pankaj

11, 2008 New Delhi Mital as Manager under the

companies Act, 1956 for a period

of 3 years w.e.f. 01.04.2008.

-Appointment of Mr. Toshihiro

Watanabe as Whole-time

Director for a period of 3 years

w.e.f. 02.06.2008.

- No postal ballot was conducted during the year.

- The following Special Resolution is proposed to be conducted through postal ballot:-

Amendment in the Object Incidental or Ancillary of the Main Objects.

Particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates, etc.,

required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement

Rs. in Million

Name of Company Status Nature Balance as on Maximum

March 31, 2009 outstanding

During the year

MSSL Mideast (FZE) 100% Subsidiary Loan - 329.45

MSSL Mauritius Holdings Limited 100% Subsidiary Loan - 1.83

MSSL Handels GmbH 100% Subsidiary Loan 10.68 10.68

MSSL (GB) Limited* 100% Subsidiary of MSSL Mideast (FZE) Loan 73.14 84.13

MSSL GmbH* 100% Subsidiary of MSSL Mideast (FZE) Loan 122.63 645.25

Motherson Sumi Wiring 51% Subsidiary of MSSL Mideast (FZE) Loan 137.83 137.83

System Ltd. (FZC)*

Global Environment 78.82% Subsidiary of MSSL Loan - 23.02

Management (FZC)#

Mauritius Holdings Ltd.

MSSL Australia Pty Limited@

80% Subsidiary of Loan 394.85 394.85

MSSL (S) Pte. Ltd.

* By MSSL Mideast (FZE)

#

By MSSL Mauritius Holdings Ltd.

@

By MSSL (S) Pte. Ltd.


Disclosures

� No transaction of material nature has been entered into by

the Company with the Directors or Management and their

relatives, etc. that may have a potential conflict with the

interests of the Company.

� Transactions with the related parties are disclosed in Note No.

B(22) of Schedule XIII to the Accounts in the Annual Report.

� No penalties or strictures were imposed by SEBI or the Stock

Exchange.

� All mandatory requirements have been complied with and non

mandatory requirements have not been complied with.

Means of communication

The annual, half-yearly and quarterly results are regularly posted

by the Company on its website www.motherson.com. These are

also submitted to the stock exchanges in accordance with the Listing

Agreement and published in leading newspapers like Business

Standard.

Management discussion and analysis report forms a part of the

Annual Report.

Shareholders' information

1. Annual General Meeting to be held

- Date : 24.09.2009

- Day : Thursday

- Time : 11:30 A.M.

- Venue : FICCI Golden Jubilee Auditorium, Tansen Marg,

New Delhi-110001

2. Financial Calendar (tentative and subject to change)

� Financial reporting for the first quarter ending June 30, 2009:

July, 2009

� Financial reporting for the second quarter ending September

30, 2009: October, 2009

� Financial reporting for the third quarter ending December

31, 2009: January, 2010

� Financial results for the year ending March 31, 2009: May,

2010

3. Book Closure date :

18.09.2009 to 24.09.2009 (both days inclusive)

4. Dividend payment date : on or after 24.09.2009

5. Listing on stock exchanges

- Equity shares

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai

Code : 517334

National Stock Exchange of India Limited

Exchange Plaza, 5th Floor,

Plot no. C/1, G Block

Bandra - Kurla Complex

Bandra (E), Mumbai

Code: MOTHERSUMI

Delhi Stock Exchange Limited

DSE House,

3/1, Asaf Ali Road, Delhi

Ahmedabad Stock Exchange

Kamdhenu Complex,

Near Polytechnic Panjara Pole

Ahmedabad

- Bonds:

Singapore Exchange Securities Trading Ltd.

2, Shenton Way

# 19-00 SGX Centre I

Singapore (FCCBs only)


6. Market price data

Month The Stock Exchange, Mumbai National Stock Exchange of India

High Low High Low

April - 2008 108.80 86.00 109.90 92.10

May - 2008 98.50 78.00 97.35 80.00

June - 2008 89.90 74.90 89.00 74.20

July - 2008 85.00 67.05 81.45 67.05

August - 2008 90.70 73.25 95.00 73.20

September-2008 93.00 81.35 93.90 70.80

October - 2008 88.50 56.00 89.00 55.00

November - 2008 68.45 47.20 71.65 47.20

December - 2008 70.00 38.00 70.00 39.50

January - 2009 73.00 51.25 75.80 51.45

February - 2009 73.25 55.00 75.50 53.00

March - 2009 71.45 52.00 71.45 51.00

7. Performance in comparison to broad based indices


8. Shareholding Pattern of the Company as on 31.03.2009

Category No. of % of

shares held shareholding

Indian Promoters 155764924 43.81

Foreign Promoters 96891795 27.25

Financial Institutions,

Mutual Funds & Banks 22425633 6.31

Foreign Institutional Investors 22068478 6.20

Bodies Corporate 24315800 6.84

General Public (Individuals) 32767259 9.22

NRIs/ Trusts 1287819 0.36

Clearing Members* 32092 0.01

Total 355553800 100.00

* These shares lying in pool account of NSDL/CDSL since buyers' identity

are not established.

9. Registrar and Transfer Agents

The Registrar and Transfer Agent (RTA) of the Company is

M/s Karvy Computershare Pvt. Ltd. The investors can send

their queries to:

M/s Karvy Computershare Pvt. Ltd.

(Unit - Motherson Sumi Systems Ltd.)

46, Avenue 4, Street no. 1,

Banjara Hills, Hyderabad - 500 034

Ph. No.- 040-23312454

Fax No.- 040-23311968

E-mail - [email protected]

10. Share Transfer System

To expedite the share transfer process in the physical segment,

authority has been delegated to the Share Transfer Committee

which comprises:

Mr. V.C. Sehgal

Mr. Toshihiro Watanabe

Mr. Pankaj Mital

Share transfer/ transmissions approved by the Committee are

placed at the Board Meeting from time to time.

11. Distribution of shareholding as on March 31, 2009

Range (Amount) No. of shareholders % of shareholders to total No. of shares % of shares to total

1 - 5000 7501 86.67 4467523 1.26

5001-10000 860 9.94 4740995 1.33

10001 - 20000 132 1.52 1674621 0.47

20001 - 30000 38 0.44 906979 0.26

30001- 40000 12 0.14 409948 0.12

40001 - 50000 11 0.13 514587 0.14

50001 - 100000 33 0.38 2209257 0.62

100001and above 68 0.78 340629890 95.80

TOTAL 8344 100.00 355553800 100.00

12. Dematerialization of shares and liquidity

Your Company's shares are tradable compulsorily in electronic form

and your Company has established connectivity with both the

depositories i.e. NSDL and CDSL. The members are requested to

dematerialize their physical holding in view of the various

advantages in dematerialized form.

Demat ISIN Number in NSDL and CDSL for equity shares: ISIN No.

INE775A01035


13. Plant Locations :

Noida (Uttar Pradesh)

Faridabad (Haryana)

Gurgaon (Haryana)

Manesar (Haryana)

Pune (Maharashtra)

Bangalore (Karnataka)

Chennai (Tamilnadu)

Pondicherry

Representative Office(s)

Sharjah

Germany

14. Investors' correspondence may be addressed to:

Mr. G.N. Gauba.

Vice President (Finance) & Company Secretary

2nd Floor, F-7, Block B-1,

Mohan Co-operative Industrial Estate,

Mathura Road, New Delhi - 110 044

E-mail : [email protected]

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

Declaration

This is to confirm that the Company has adopted a Code of Conduct for Board of Directors and Senior Management and the same is

available on the Company's website.

I confirm that the Company has in respect of the financial year March 31, 2009 received from the Board of Directors and Senior

Management a declaration of compliance with the Code of Conduct.

For Motherson Sumi Systems Limited

Date : 29th June, 2009 Pankaj Mital

Place : Noida Chief Operating Officer


Auditors' Certificate regarding compliance of conditions

of Corporate Governance

To the Members of

Motherson Sumi Systems Limited

We have examined the compliance of conditions of Corporate Governance by Motherson Sumi Systems Limited, for the year ended

March 31, 2009, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with stock exchange(s) in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was

carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing

Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof,

adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression

of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has

complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement(s).

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with

which the management has conducted the affairs of the Company.

Kaushik Dutta

Partner

Membership No: F88540

For and on behalf of

Date : 29th June, 2009 Price Waterhouse

Place : Noida Chartered Accountants


Financial Section


To the Members of


1. We have audited the attached Balance Sheet of Motherson

Sumi Systems Limited, as at March 31, 2009, and the related

Profit and Loss Account and Cash Flow Statement for the year

ended on that date annexed thereto, which we have signed

under reference to this report. These financial statements are

the responsibility of the company's management. Our

responsibility is to express an opinion on these financial

statements based on our audit.

2. We conducted our audit in accordance with the auditing

standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of

material misstatement. An audit includes examining, on a test

basis, evidence supporting the amounts and disclosures in the

financial statements. An audit also includes assessing the

accounting principles used and significant estimates made by

management, as well as evaluating the overall financial

statement presentation. We believe that our audit provides a

reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003,

as amended by the Companies (Auditor's Report)

(Amendment) Order, 2004, issued by the Central Government

of India in terms of sub-section (4A) of Section 227 of 'The

Companies Act, 1956' of India (the 'Act') 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 further report that:

(i) (a) The Company is maintaining proper records showing

full particulars including quantitative details and

situation of fixed assets.

(b) The fixed assets are physically verified by the

management according to a phased programme

designed to cover all the items over a period of three

years, which in our opinion, is reasonable having

regard to the size of the Company and the nature of

its assets. Pursuant to the programme, a portion of

the fixed assets has been physically verified by the

management during the year and no material

discrepancies between the book records and the

physical inventory have been noticed.

Auditors' Report

(c) In our opinion and according to the information and

explanations given to us, a substantial part of fixed

assets has not been disposed off by the Company

during the year.

(ii) (a) The inventory (excluding stocks with third parties)

has been physically verified by the management

during the year. In respect of inventory lying with

third parties, these have substantially been confirmed

by them. In our opinion, the frequency of verification

is reasonable.

(b) In our opinion, the procedures of physical verification

of inventory followed by the management are

reasonable and adequate in relation to the size of

the Company and the nature of its business.

(c) On the basis of our examination of the inventory

records, in our opinion, the Company is maintaining

proper records of inventory. The discrepancies noticed

on physical verification of inventory as compared to

book records were not material.

(iii) (a) The Company has not granted any loans, secured or

unsecured, to companies, firms or other parties

covered in the register maintained under Section 301

of the Act.

(b) The Company has not taken any loans, secured or

unsecured, from companies, firms or other parties

covered in the register maintained under Section 301

of the Act.

(iv) In our opinion and according to the information and

explanations given to us, having regard to the explanation

that certain items purchased are of special nature for which

suitable alternative sources do not exist for obtaining

comparative quotations, there is an adequate internal

control system commensurate with the size of the

Company and the nature of its business for the purchase

of inventory, fixed assets and for the sale of goods and

services. Further, on the basis of our examination of the

books and records of the Company, and according to the

information and explanations given to us, we have neither

come across nor have been informed of any continuing

failure to correct major weaknesses in the aforesaid

internal control system.


(v) (a) In our opinion and according to the information

and explanations given to us, the particulars of

contracts or arrangements referred to in Section

301 of the Act have been entered in the register

required to be maintained under that section.

(b) In our opinion and according to the information

and explanations given to us, having regard to

the explanation that certain items/services

purchased are of special nature for which suitable

alternative sources do not exist for obtaining

comparative quotations, the transactions made

in pursuance of such contracts or arrangements

and exceeding the value of Rupees Five Lakhs in

respect of any party during the year, have been

made at prices which are reasonable having regard

to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the

public within the meaning of Sections 58A and 58AA

of the Act or any other relevant provisions of the Act

and the rules framed there under.

(vii) In our opinion, the Company has an internal audit

system commensurate with its size and nature of its

business.

(viii) We have broadly reviewed the books of account

maintained by the Company in respect of products

where, pursuant to the Rules made by the Central

Government of India, the maintenance of cost records

has been prescribed under clause (d) of sub-section

(1) of Section 209 of the Act and are of the opinion

that prima facie, the prescribed accounts and records

have been made and maintained. We have not,

however, made a detailed examination of the records

with a view to determine whether they are accurate

or complete.

(ix) (a) According to the information and explanations

given to us and the records of the Company

examined by us, in our opinion, the Company is

generally regular in depositing undisputed

statutory dues including provident fund, investor

education and protection fund, employees' state

insurance, income-tax, sales tax, wealth tax, excise

duty, service tax, customs duty, 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 in respect of

income-tax, wealth tax, and cess as at March 31,

2009 which have not been deposited on account

of a dispute. The particulars of dues of service tax

and custom duty that have not been deposited

on account of a dispute are as follows -

Name of the Nature of Amount Period to Forum where the

statute dues (Rs.) which the dispute is pending

amount

relates

Central Excise Service tax 311,367 1999-2000 Customs, Excise and

Act, 1944 and Service Tax Appellate

2000-2001 Tribunal, Chennai

(x) The Company has no accumulated losses as at March

31, 2009 and it has not incurred any cash losses in the

financial year ended on that date or in the immediately

preceding financial year.

(xi) According to the records of the Company examined

by us and the information and explanation given to

us, the Company has not defaulted in repayment of

dues to any financial institution or bank or debenture

holders as at the balance sheet date.

(xii) The Company has not granted any loans and advances

on the basis of security by way of pledge of shares,

debentures and other securities.

(xiii) The provisions of any special statute applicable to chit

fund / nidhi / mutual benefit fund / societies are not

applicable to the Company.

(xiv) In our opinion, the Company is not a dealer or trader

in shares, securities, debentures and other investments.

(xv) In our opinion and according to the information and

explanations given to us, the terms and conditions of

the guarantees given by the Company, for loans taken

by others from banks or financial institutions during

the year, are not prejudicial to the interest of the

Company.


(xvi) In our opinion, and according to the information and

explanations given to us, on an overall basis, the term

loans have been applied for the purposes for which

they were obtained.

(xvii) On the basis of an overall examination of the balance

sheet of the Company, in our opinion and according

to the information and explanations given to us, there

are no funds raised on a short-term basis which have

been used for long-term investment.

(xviii) The Company has not made any preferential allotment

of shares to parties and companies covered in the

register maintained under Section 301 of the Act during

the year.

(xix) The Company does not have any debentures

outstanding as at the year end.

(xx) The Company has not raised any money by public

issues during the year.

(xxi) During the course of our examination of the books

and records of the Company, carried out in accordance

with the generally accepted auditing practices in India,

and according to the information and explanations

given to us, we have neither come across any instance

of fraud on or by the Company, noticed or reported

during the year, nor have we been informed of such

case by the management.

4. We refer to note on B-6 of Schedule XIII regarding

managerial remuneration amounting to Rs.3,041 thousand

for the current year paid to whole time director, being a non

resident whose appointment is subject to approval by the

Central Government.

In the event that the Central Government approval is not

received, these amounts are to be refunded by such

directors. This would then result in profit after taxation for

the year to be Rs. 700,278 thousand (as against reported

figure of Rs. 698,271 thousand), credit balance of Profit

and Loss Account to be Rs.1,632,922 thousand (as against

the reported figure of Rs. 1,630,915 thousand), net Current

Assets to be Rs..635,801 thousand (as against the reported

figure of Rs.632,760 thousand).

5. Further to our comments in paragraph 3 & 4 above, we

report that:

(a) We have obtained all the information and explanations,

which to the best of our knowledge and belief were

necessary for the 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 appears

from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash

Flow Statement dealt with by this report are in

agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account

and Cash Flow Statement dealt with by this report

comply with the accounting standards referred to in sub-

section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from

the directors, as on March 31, 2009 and taken on record

by the Board of Directors, none of the directors is

disqualified as on March 31, 2009 from being appointed

as a director in terms of clause (g) of sub-section (1) of

Section 274 of the Act;

(f) In our opinion and to the best of our information and

according to the explanations given to us, the said

financial statements together with the notes thereon and

attached thereto give in the prescribed manner the

information required by the Act and subject to our

comments in paragraph 4 above give a true and fair

view in conformity with the accounting principles

generally accepted in India:

(i) in the case of the Balance Sheet, of the state of

affairs of the Company as at March 31, 2009;

(ii) in the case of the Profit and Loss Account, of the

profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash

flows for the year ended on that date.

Kaushik Dutta

Partner

Membership No. F 88540


Price Waterhouse

Chartered Accountants

Place : Noida

Date : June 29, 2009


Balance Sheet as at March 31, 2009

(Figures in Rs. Thousands)

Schedule As At As At

March 31, 2009 March 31, 2008

SOURCES OF FUNDS

Shareholders’ Funds

Share Capital I 355,554 355,554

Reserves & Surplus II 3,802,798 3,668,964

4,158,352 4,024,518

Loan Funds

Secured Loans III 2,233,959 1,584,635

Unsecured Loans IV 3,147,585 3,025,986

Deferred tax liability (net) (Refer B (19) of Schedule XIII) - 22,746

TOTAL 9,539,896 8,657,885

APPLICATION OF FUNDS

Fixed Assets

Gross Block V 7,801,270 6,790,514

Less: Depreciation 3,132,525 2,667,273

Net Block 4,668,745 4,123,241

Capital Work in Progress 1,194,229 196,548

5,862,974 4,319,789

Investments VI 2,763,601 1,775,327

Deferred tax assets (net) (Refer B (19) of Schedule XIII) 15,299 -

Current Assets, Loans and Advances VII

Inventories 1,602,671 1,484,949

Sundry Debtors 1,733,476 2,046,196

Cash & Bank Balances 179,322 326,610

Loans & Advances 1,447,994 1,838,813

4,963,463 5,696,568

Less: Current Liabilities & Provisions VIII

Current Liabilities 2,745,799 2,042,870

Provisions 1,584,904 1,510,715

4,330,703 3,553,585

NET CURRENT ASSETS 632,760 2,142,983

Miscellaneous Expenditure (To the extent not written off or adjusted) IX 265,262 419,786

TOTAL 9,539,896 8,657,885

Significant Accounting Policies and Notes forming part of the AccountsXIII

This is the Balance Sheet referred to in our The schedules referred above form integral part of the Balance Sheet

report of even date

KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL

Partner Vice Chairman Whole time Director Chief Operating Officer

M.No.: F88540


Price Waterhouse G.N. GAUBA

Chartered Accountants Co. Secretary & V.P. Finance

Place : Noida


for and on behalf of the Board


Profit and Loss Account for the year ended March 31, 2009


Schedule For the Year ended For the Year ended

March 31, 2009 March 31, 2008

INCOME

Sale of Finished Goods (Gross) 14,429,406 15,155,792

Less: Excise duty 1,479,977 2,124,779

Sale of Finished Goods (Net) 12,949,429 13,031,013

Other Income X 372,440 447,381

TOTAL 13,321,869 13,478,394

EXPENDITURE

Manufacturing and other expenses XI 11,633,285 11,117,115

Depreciation and Impairment V 545,144 500,629

Interest (net) XII 290,984 218,657

TOTAL 12,469,413 11,836,401

Profit Before Taxation 852,456 1,641,993

Tax Expense

Provision for Current Income Tax 175,730 370,472

Provision for Deferred Income Tax (Refer B (19) of Schedule XIII) (38,045) (28,217)

Provision for Fringe Benefit Tax 15,000 15,500

Provision for Wealth Tax 1,500 2,500

698,271 1,281,738

Less : Income Tax for earlier years 2,862 (179)

Profit After Taxation 695,409 1,281,917

Add: Balance brought forward from previous year 1,597,081 1,126,739

Surplus Available For Appropriation 2,292,490 2,408,656

APPROPRIATIONS

Transfer to General Reserve 100,000 250,000

Proposed Dividend 479,999 479,999

Tax on Dividend 81,576 81,576

Balance Carried to Balance Sheet 1,630,915 1,597,081

TOTAL 2,292,490 2,408,656

Earning per share (Basic/ Diluted) of face value Re. 1/- each 1.96 3.63

(Refer A(11) & B(18) of Schedule XIII)

Significant Accounting Policies and Notes forming part of the AccountsXIII

This is the Profit and Loss Account referred The schedules referred above form integral part of the Profit and Loss Account

to in our report of even date



M.No.: F88540




Place : Noida




Cash Flow Statement for the year ended March 31, 2009


For the year ended For the year ended

March 31, 2009 March 31, 2008

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net profit before tax 852,456 1,641,993

Adjustments for:

Depreciation and Impairment 545,144 500,629

Interest Expense 308,382 264,809

Interest Income (17,398) (46,152)

Income from Investment - Dividend Received (46,691) (293)

Lease Rent 5,902 2,118

Profit on Fixed Assets sold (10,948) (247,758)

Debts / Advances Written off 1,379 841

Provision for Bad & Doubtful Debts / Advances (231) (1,389)

Liability no longer required written back (383) (14,483)

Provision for Gratuity & Leave Encashment 20,416 6,949

Provision for diminution in value of Long Term Investments 110,000 -

Provision for diminution in value of Current Investments 187 (5)

Unrealised foreign exchange (gain) /loss 252,374 231,345

Operating profit before working capital changes 2,020,589 2,338,604

Adjustments for changes in working capital :

- (Increase)/ Decrease in Sundry Debtors 326,643 (310,924)

- (Increase)/ Decrease in Other Receivables 567,880 (519,589)

- (Increase)/ Decrease in Inventories (117,722) (280,133)

- Increase/ (Decrease) in Trade and Other Payables 618,260 506,473

Cash generated from operations 3,415,650 1,734,431

- Taxes (Paid) / Received (net of TDS and refunds received) (209,353) (318,401)

Net cash from operating activities 3,206,297 1,416,030

B. CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of fixed assets Including CWIP (2,138,901) (1,598,459)

Proceeds from sales of fixed assets 20,070 357,908

Purchase of investments (including advance against equity) (1,098,460) (475,116)

Loan to Subsidiaries/Joint Venture (net) - 115,144

Lease Rent Payment (5,902) (2,118)

Interest Received (Revenue) 35,018 34,019

Dividend Received 46,691 293

Net cash used in investing activities (3,141,484) (1,568,329)




March 31, 2009 March 31, 2008

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from long term borrowings

Receipts 1,058,957 118,743

Payments (79,941) (243,987)

Proceeds from short term borrowings

Receipts - 42,500

Payments (52,500) -

Proceeds from Working Capital Facilities (net) (432,058) 708,574

Interest Paid (146,332) (101,145)

Dividend Paid (478,704) (351,733)

Dividend Tax Paid (81,576) (59,879)

Net cash generated/ (used) in financing activities (212,154) 113,073

Net Increase/(Decrease) in Cash & Cash Equivalents (147,341) (39,226)

Cash and cash equivalents Opening 326,610 365,922

Total Cash and Cash Equivalents as per cash flow statement 179,269 326,696

Cash and cash equivalents comprise

Cash In Hand 3,271 4,079

Cheques In Hand 516 220,357

Balance with Scheduled Banks 171,405 97,108

Balance with Non - Scheduled Banks 4,130 5,066

Cash and cash equivalents as per Balance Sheet (restated) 179,322 326,610

Add: Net unrealised loss /(gain) on Foreign Currency Cash & Equivalents (53) 86

Cash and cash equivalents Closing 179,269 326,696

(i) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on Cash

Flow Statement issued by The Institute of Chartered Accountants of India.

(ii) Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.

(iii) Following non cash transactions have not been considered in the cash flow statement:

-Tax deducted at source on income

(iv) Figures in brackets indicate cash outgo.

Cash Flow Statement for the year ended March 31, 2009

This is the Cash Flow Statement referred to for and on behalf of the Board

in our report of even date



M.No.: F88540




Place : Noida



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

As At As At

March 31, 2009 March 31, 2008

SCHEDULE I - SHARE CAPITAL

Authorised

803,000,000 Equity Shares of Re. 1/- each

(Previous Year 803,000,000 Equity Shares of Re. 1/- each) 803,000 803,000

Issued



Subscribed and Paid up



Total 355,554 355,554

(Of the above shares 6,090,000 (Previous Year 6,090,000) shares are allotted as fully paid up pursuant to a contract for consideration

other than cash)

(Of the above shares 282,737,000 (Previous Year 282,737,000) shares are allotted as fully paid bonus shares by way of capitalisation

of share premium & general reserve).

(Of the above shares 3,220,000 (Previous Year 3,220,000) shares are allotted by way of conversion of Zero Coupon Foreign

Currency Convertible Bonds)


As at As at

March 31, 2009 March 31, 2008

SCHEDULE II - RESERVES & SURPLUS

Revaluation Reserve 20,031 20,031

Reserve on Amalgamation 572,346 572,346

Securities Premium Account 291,143 291,143

General Reserve

As per Last Balance Sheet 1,188,363 1,055,808

Additions during the year 100,000 250,000

Deductions during the year - 1,288,363 117,445 1,188,363

Profit and Loss Account



Deductions during the year 100,000 1,630,915 250,000 1,597,081

Total 3,802,798 3,668,964



As At As At

March 31, 2009 March 31, 2008

SCHEDULE III - SECURED LOANS

Working Capital Facilities 1

- Rupee Loan 579,284 1,169,976

- Foreign Currency Loan 273,720 124,933

Long Term Loans

(i) From Banks

- Foreign Currency Loan 2,3

1,281,861 244,086

(ii) From Others

- Rupee Loan 4

77,983 14,433

- Vehicle Loan 5

21,111 31,207

TOTAL 2,233,959 1,584,635

Secured Loans referred above are :

1

Secured by first charge by way of hypothecation of all present and future stocks, book debts and other specified moveable

assets of the Company and second charge by way of hypothecation of all present and future immoveable property.

2

Long terms loans due within a year Rs. 270,113 thousand (Previous Year Rs.50,137 thousand).

3

Secured by first pari-passu charge on entire fixed assets both moveable and immoveable of the Company present and future

and second pari-passu charge on the entire current assets of the Company. These are also secured by way of deposit of title

deeds of specified properties.

4

i) Tooling advances received from customers are repayable by way of amortisation on supply of components and hence

cannot be distinguished between short term and long term.

ii) Secured by hypothecation of specific moulds used for production of components.

5

i) Due within a year Rs 8,478 thousand (Previous Year Rs 10,449 thousand).

ii) Secured by hypothecation of specific vehicles purchased against such loans.


As At As At

March 31, 2009 March 31, 2008

SCHEDULE IV - UNSECURED LOANS

Short term loans 1

- From Subsidiaries - 32,500

- Other than Banks 32,400 52,400

Long term loans 2

- Zero Coupon Foreign Currency Convertible Bonds (Refer B (3) of Schedule XIII) 3,070,528 2,891,412

- Other than Banks 3

44,657 49,674

TOTAL 3,147,585 3,025,986

1

Repayable on demand.

2

Long Term Loan due within a Year Rs.Nil (Previous Year Rs.Nil).

3

Tooling advances received from customers are repayable by way of amortisation on supply of components and hence cannot be

distinguished between short term and long term.

Schedules forming part of the Balance Sheet



SCHEDULE V - FIXED ASSETS (Refer A(2), A(8) & A(12) of Schedule XIII)


GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at March Additions Deletions/ Total as at Upto Depreciation Depreciation Upto As at March As at March

31, 2008 during Sales/ March March for the year on Deletions/ March 31, 2009 31, 2008

the year Adjustments 31, 2009 31, 2008 Sales/ 31, 2009

Adjustments 1

Tangible Assets

Leasehold Land 562,381 78,830 - 641,211 13,787 7,445 - 21,232 619,979 548,594

Freehold Land 305,654 56,244 - 361,898 - - - - 361,898 305,654

Leasehold Improvements 62,693 185 27,128 35,750 30,089 185 27,128 3,146 32,604 32,604

Building 1,227,162 194,837 - 1,421,999 184,476 44,263 - 228,739 1,193,260 1,042,686

Plant & Machinery 4,125,429 656,678 15,290 4,766,817 2,099,838 406,408 11,696 2,494,550 2,272,267 2,025,591

Furniture, Fixtures &

Office equipments 127,234 11,508 3,743 134,999 97,636 11,711 3,542 105,805 29,194 29,598

Computers 161,743 22,342 1,801 182,284 124,524 23,690 1,761 146,453 35,831 37,219

Vehicles 218,218 73,076 41,052 250,242 116,923 50,936 35,765 132,094 118,148 101,295

Intangible Assets

Technical Knowhow fees - 6,070 - 6,070 - 506 - 506 5,564 -

T O T A L 6,790,514 1,099,770 89,014 7,801,270 2,667,273 545,144 79,892 3,132,525 4,668,745 4,123,241

Previous Year 5,577,885 1,561,376 348,747 6,790,514 2,328,390 471,822 132,939 2,667,273 4,123,241

Capital Work in 1,194,229 196,548

Progress 1

5,862,974 4,319,789

1 Refer B (6) of Schedule XIII


Particulars As at As at

March 31, 2009 March 31, 2008

SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII)

A. Unquoted (At Cost)

In Subsidiaries (Long-term Investments)

Motherson PUDENZ WICKMANN Ltd.1

9,045 9,045

1,403,226 equity shares (1,403,226) of Rs 10/- each fully paid up

MSSL Mauritius Holdings Ltd.1

22,452 22,452

525,000 equity shares (525,000) of Euro 1 each fully paid up

15,699,790 redeemable preference shares (Nil) of Euro 1 each fully paid up 1,002,906 -

MSSL Mideast (FZE) 1

1 equity share (1) of AED 150,000 equivalent to Euro 46,875 each fully paid up 1,997 1,997

12,275,000 redeemable preference shares (Nil) of Euro 1 each fully paid up 708,071 -

Advance against preference shares (Euro 12,275,000) - 708,071

MSSL Handels GmbH 1

1,835 1,835

1 equity share (1) of Euro 35,000 each fully paid up

Motherson Electrical Wires Lanka Pvt. Ltd.1

6,857 6,857

1,456,202 equity shares (1,456,202) of Srilankan Rs. 10/- each fully paid up





March 31, 2009 March 31, 2008

SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII contd.)

MSSL (S) Pte Ltd.1

100,000 equity shares (100,000) of S$ 1/- each fully paid up 2,655 2,655

1,800,000 preference shares (1,800,000) of S$ 1/- each fully paid up 51,120 51,120

11,200,000 6% redeemable at par non convertible and non cum-

ulative preference shares (Nil) of S$ 1/- each fully paid up 306,263 -

Advance against preference shares (S$ 275,647) 9,149 282,105

MSSL Global Wiring Ltd.1

50,000 equity shares (Nil) of Rs 10/- each fully paid up 500 -

Advance against equity share 33,600 -

In Others

(Long-term Investments)

Woco Motherson Elastomers Ltd.1

11,393 11,393


Woco Motherson Advanced Rubber Technologies Ltd.1

6,667 6,667

666,667 equity shares (666,667) of Rs 10/- each fully paid up

Woco Motherson Advanced Rubber Technologies Ltd.1

44,229 44,229

4,422,867 6% redeemable convertible non-cumulative

preference shares (4,422,867) of Rs 10/- each fully paid up

Balda Motherson Solution India Ltd.1,2

18,419,156 equity shares (14,430,578) of Rs 10/- each fully paid up 184,192 144,306

22,958,000 7% optionally convertible redeemable cumulative

preference shares (22,958,000) of Rs 10/- each fully paid up 229,580 229,580

Advance against equity - 11,739

Visiocorp Motherson Ltd.1

67,368 67,368


Saks Ancillaries Ltd.1

10,724 10,724


Kyungshin Industrial Motherson Ltd.1

86,080 86,080


Motherson Air Travel Agencies Ltd.1

1,206 1,206


Calsonic Kansei Motherson Auto Products Ltd.1

49,000 49,000


Motherson Sumi Infotech & Designs Ltd.1

1,250,000 7% preference shares (1,250,000) of Rs 10/- each fully paid up 12,500 12,500

1,200,000 equity shares (1,200,000) of Rs.10/- each fully paid up 13,800 13,800

Total (A) 2,873,189 1,774,729





March 31, 2009 March 31, 2008

SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII contd.)

B. Quoted

(Current Investments)

HDFC Bank Ltd. 102 102

407 equity shares (11,822 of Centurion Bank of Punjab) of Rs 10/- each fully paid up

Balrampur Chini Mills Ltd. 10 10


Electrolux Kelvinator Ltd. (Formerly Intron Ltd.) - 12


Jaysynth Dyechem Ltd. 1 1

100 equity shares (100) of Rs 10/- each fully paid up

GIVO Ltd. 88 219


Mahindra & Mahindra Ltd. 203 203


Pearl Engineering Polymers Ltd. 8 16


Daewoo Motors Ltd. - 34


Inox Leasing & Finance Ltd. - 1


Athena Financial Services Ltd. (earlier Kinetic Lease & Finance Ltd.) - -


Total (B) 412 598

Total (A+B) 2,873,601 1,775,327

Less: Provision for Diminution 2

110,000 -

Net Total 2,763,601 1,775,327

1

Trade Investment

2

Provision for diminution is in respect of investment in Balda Motherson Solution India Ltd. (Refer B(7a) on Schedule XIII)

Note:

a) Market value of quoted investments 1,251 1,679

(Based on last traded price available as at March 31, 2009)

No. of Shares Figures in Rs. Thousands

b) Investments made during the year

- Equity Shares

Balda Motherson Solution India Ltd. 3

3,988,578 39,886

MSSL Global Wiring Ltd. 50,000 500

- Preference Shares 4

MSSL (S) Pte Ltd. 11,200,000 306,263

MSSL Mideast (FZE) 12,275,000 708,071

MSSL Mauritius Holdings Ltd. 15,699,790 1,002,906

- Advance Against Equity/ Preference Shares

MSSL (S) Pte Ltd. - 9,149

MSSL Global Wiring Ltd. - 33,600

3

Includes equity shares allotted during the year against advances given in previous year Rs. 11,739 thousand

4

Includes preference shares allotted during the year against advances given in previous year Rs. 270,571 thousand




March 31, 2009 March 31, 2008

SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES

A. Current Assets

Stock in Trade

(i) Finished Goods 177,361 248,293

(ii) Work in Progress 261,876 333,111

(iii) Raw Material & Components 871,790 832,640

(iv) Goods in Transit (Raw Material & Components) 287,533 65,408

(v) Tools, Store & Spares 4,111 5,497

(1) 1,602,671 1,484,949

Sundry Debtors (Unsecured, unless otherwise stated)

(i) Outstanding for more than six months

Considered Good 1

55,405 51,779

Considered Doubtful 7,672 7,603

63,077 59,382

Less Provision for doubtful debts 7,672 7,603

55,405 51,779

(ii) Other Debts

Considered good 2

1,678,071 1,994,417

(2) 1,733,476 2,046,196

Cash and Bank Balances

(i) Cash in hand 3,271 4,079

(ii) Cheques in hand 516 220,357

(iii) Balance with

(a) Scheduled Banks in

(i) Current Accounts 26,695 8,719

(ii) Deposit account 3

139,056 84,028

(iii) Dividend Account 5,654 4,361

(b) Non Scheduled Banks in 4

(i) Current Account with Bank Austria - 1,527

(ii) Current Account with HSBC Bank Middle East Ltd. 2,043 1,065

(iii) Current Account with Commerz Bank Hanau Germany 2,087 2,474

(3) 179,322 326,610

TOTAL A (1+2+3) 3,515,469 3,857,755





March 31, 2009 March 31, 2008


B. Loans and Advances (Unsecured, unless otherwise stated)

(i) Advances recoverable in cash or in kind or for value to be received 5

- Considered good 693,152 804,908

- Considered doubtful 2,666 2,966

695,818 807,874

Less Provision for doubtful advances 2,666 2,966

693,152 804,908

(ii) Loan to Subsidiaries 10,683 336,095

(iii) Loan to Joint Venture Company - 3,314

(iv) Deposits with Excise, Customs & Govt Authorities 743,000 694,580

(v) Advance Tax (Net) 6

1,159 (84)

TOTAL B 1,447,994 1,838,813

GRAND TOTAL (A+B) 4,963,463 5,696,568

1

Includes due from subsidiaries Rs.12,153 thousand ( Previous Year Rs.22,235 thousand )

2

Includes due from subsidiaries Rs. 95,787 thousand ( Previous Year Rs.176,273 thousand )

3

i) Deposits pledged with Excise & Sales Tax authorities Rs.23 thousand (Previous Year Rs. 60 thousand)

ii) Margin money Rs.5,008 thousand (Previous Year Rs 4,901 thousand)

4

Maximum balance outstanding during the Year :

i) Bank Austria Rs.1,994 thousand (Previous Year Rs. 1,674 thousand)

ii) HSBC Bank Middle East Ltd. Rs.23,917 thousand (Previous Year Rs 7,698 thousand)

iii) Commerz Bank Hanau Germany Rs.5,614 thousand (Previous Year Rs 3,868 thousand)

5

i) Includes due from subsidiaries Rs.58,725 thousand (Previous Year Rs. 10,425 thousand)

ii) Includes capital advances of Rs 282,766 thousand (Previous Year Rs. 173,006 thousand)

6

Net of Provision for Fringe Benefit Tax Rs 42,300 thousand ( Previous Year Rs 40,693 thousand)





As at As at

March 31, 2009 March 31, 2008

SCHEDULE VIII - CURRENT LIABILITIES AND PROVISIONS

A. Current Liabilities

(i) Sundry Creditors 1

Total Outstanding dues of Micro & Small Enterprises 2

2,403 3,270

Total outstanding creditors other than Micro & Small Enterprises 2,312,006 1,744,935

(ii) Advance from customers 337,623 183,468

(iii) Other Liabilities 76,475 102,724

(iv) Investor Education & Protection Fund shall be credited by the

following amount:

- Unpaid Dividend 5,654 4,361

(v) Interest Accrued but not due 11,638 4,112

2,745,799 2,042,870

B. Provisions

(i) Premium on Redemption of Zero Coupon Foreign Currency Convertible

Bonds (Refer B(3) of Schedule XIII) 926,225 856,102

(ii) For Dividend (including tax thereon) 561,573 561,573

(iii) For Income tax (net) 3

31,690 48,319

(iv) For Wealth tax 2,779 2,500

(v) For Employee benefit (Refer A(5) & B(21)of Schedule XIII) 60,637 40,221

(vi) For Warranty (Refer B(20) of Schedule XIII) 2,000 2,000

1,584,904 1,510,715

TOTAL 4,330,703 3,553,585

1

Includes due to subsidiaries Rs. 426,376 thousand (Previous Year Rs.118,855 thousand)

2

Refer B(5) of Schedule XIII

3

Net of Advance Income Tax Rs 1,025,389 thousand (Previous Year Rs 1,070,516 thousand)


As at As at

March 31, 2009 March 31, 2008

SCHEDULE IX - MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted) (Refer B (3) of Schedule XIII)

Premium on Redemption/ Issue Expenditure of Zero Coupon


Opening Balance 419,786 584,835

Less: Written off during the year 154,524 165,049

TOTAL 265,262 419,786


Schedules forming part of the Profit and Loss Account


For the Year ended For the Year ended

March 31, 2009 March 31, 2008

SCHEDULE X - OTHER INCOME

(a) Dividend Received 1

- From other than Subsidiary companies 46,691 293

(b) Rent 46,636 35,052

(c) Provision for diminution in value of current investment written back - 5

(d) Sundries written back 383 14,483

(e) Service Income 176,138 101,902

(f) Profit on sale of Land - 240,041

(g) Profit on sale of Other Fixed assets (net) 10,948 7,717

(h) Miscellaneous Income 91,644 47,888

TOTAL 372,440 447,381

Tax deducted on source

(a) Rent 11,553 4,633

(b) Service and Miscellaneous Income 23,793 12,974

1

Includes dividend from Short term Non- Trade investments 22 293



March 31, 2009 March 31, 2008

SCHEDULE XI - COST OF MATERIALS AND MANUFACTURING AND

OTHER EXPENSES

Materials consumed

Opening Stock

Raw materials 832,640 609,960

Work-in-progress 333,111 232,649

Finished goods 248,293 236,830

1,414,044 1,079,439

Add : Purchases of Raw materials 7,691,450 8,082,570

Less: Closing Stock

Raw materials (871,790) (832,640)

Work-in-progress (261,876) (333,111)

Finished goods (177,361) (248,293)

Less : Stock damaged due to fire

Raw materials - (59,860)

Work-in-progress - (28,022)

Finished goods - (17,425)

(1,311,027) (1,519,351)

Total consumption for goods sold 7,794,467 7,642,658

Salary, wages & bonus 1,133,573 974,181

Contribution to Provident & Other Fund 105,056 97,366





March 31, 2009 March 31, 2008


OTHER EXPENSES

Staff Welfare 120,898 122,281

Electricity, Water and Fuel 247,499 235,017

Repairs and Maintenance

Machinery 106,487 126,828

Building 72,839 119,736

Others 96,526 123,225

Consumption of Store and Spare parts 148,488 150,943

Conversion charges 138,964 155,750

Lease rent 5,902 2,118

Rent 72,700 58,358

Rates & taxes 6,242 2,793

Insurance 28,595 28,512

Donation 7,538 7,018

Travelling 167,984 164,299

Freight & forwarding 315,256 273,900

Royalty 59,421 68,088

Cash Discount 28,988 28,247

Commission 1,852 668

Provision for diminution in value of Long Term Investments 110,000 -

Provision for diminution in value of Current Investments 187 -

Bad Debts / Advances written off 1,379 841

Legal & professional expenses 261,635 246,510

Exchange fluctuation(net)

Foreign Currency Convertible Bonds 249,239 265,996

Others 68,574 (81,600)

Miscellaneous expenses 282,996 303,382

TOTAL 11,633,285 11,117,115




March 31, 2009 March 31, 2008

SCHEDULE XII - INTEREST (NET)

Interest & Finance Expense

- Subsidiaries 1,028 2,153

- Privately Placed Debentures 20,224 22,882

- Fixed loans 26,957 9,657

- Amortisation of Premium / Issue Expenditure on Redemption of Zero

Coupon Foreign Currency Convertible Bonds (Refer B (3) of Schedule XIII) 154,524 165,049

- Others 105,649 65,068

Less : Interest Income (Gross)

- From Subsidiaries 12,064 19,740

- From Bank Deposits 3,740 2,641

- From Income Tax Refund - 12,323

- From Others 1,594 11,448

TOTAL 290,984 218,657

Tax deducted on source

Interest Income 831 2,299

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

A. SIGNIFICANT ACCOUNTING POLICIES

1. CONVENTION

The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the

applicable accounting standards notified under section 211 (3C) of the Companies Act, 1956 and the relevant provisions of the

Companies Act,1956. The Company follows the mercantile system of accounting and recognises income and expenditure on

accrual basis.

2. FIXED ASSETS AND DEPRECIATION

FIXED ASSETS

i) The fixed assets except as stated in (ii) below are stated at cost less accumulated depreciation. Cost of acquisition or

construction is inclusive of inward freight, duties and taxes and other incidental expenses.

ii) The fixed assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) have

been stated at an amount inclusive of appreciation arising on revaluation of the assets by an approved valuer on December

31, 1998. The method adopted for revaluation of the assets are as under:

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

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



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

The Company charges assets Costing less than Rs 5,000 to expense, which could otherwise have been included as Fixed

Asset, because the amount is not material in accordance with Accounting Standard 10 -'Accounting for Fixed Assets'.

DEPRECIATION

i) Depreciation on fixed assets except as stated in (ii) below, is provided from the month the asset is ready for commercial

production on a pro-rata basis at the SLM rates prescribed in schedule XIV to the Companies Act, 1956 or based on

useful life, whichever is higher. In accordance with the above policy the following assets are depreciated, at rates

higher than those prescribed in schedule XIV of the Companies Act, 1956:

Rate (%)

Computers 33.33

Vehicles 25.00

Furniture, fixtures & Office equipments 16.67

Electrical Installations 10.00

Specific Identified Plant & Machinery 25.00

ii) In respect of revalued assets, depreciation is being provided on the revalued amounts over the remaining useful life of

the assets at the SLM rates. Leasehold Land is amortized over the balance period of lease.

3. INVESTMENTS

Investments are classified into long term and current investments. Long-term investments are stated at cost. A provision for

diminution is made to recognise a decline, other than temporary, in the value of long term investments.

Current investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refers to the market

value of the investments arrived at on the basis of last traded prices as at the year-end.

4. INVENTORIES

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

Raw materials, components, finished goods and work in progress are valued at cost or net realizable value, whichever is lower.

The basis of determining cost for various categories of inventories is as follows:

i) Stores and Spares, Raw Materials and Components First in First Out (FIFO) method

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

overheads.

iii) Tools Cost less amortization based on useful life of the items

ascertained on a technical estimate by the management

5. EMPLOYEE BENEFITS

The Company makes regular contributions to the State administered Provident Fund which is charged against revenue. The

Company provides for long term defined benefit schemes of gratuity and compensated absences on the basis of actuarial

valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the

benefits through annual contributions to Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme. The

Schedules forming part of the Accounts


actuarial valuation of the liability towards the defined benefits of the employees is made on the basis of assumptions with

respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions

to LIC. The Company recognises the actuarial gains and losses in the profit and loss account in the period in which they occur.

6. REVENUE RECOGNITION

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

Revenue from services is recognised as per the terms of the agreement, as the services are rendered and no significant

uncertainty exists regarding the amount of consideration.

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

7. FOREIGN EXCHANGE TRANSACTIONS

Transactions involving foreign currencies are recorded at the exchange rate prevailing on the transaction date. Foreign currency

monetary items are translated at the exchange rate prevailing at the balance sheet date and the gain/loss arising on such

translation is charged to the profit and loss account. Premium or discount arising at the inception of a forward exchange

contract is amortized as expense or income over the life of contract.

8. BORROWING COSTS

The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. an asset that

necessarily takes a substantial period of time to get ready for its intended use, is charged to revenue in the period in which they

are incurred.

The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised

as part of the cost of that asset.

9. LEASES

Lease rental in respect of operating lease arrangements are charged to expense when due as per the terms of the related

agreement on a straight-line basis over the lease period.

Lease rentals in respect of finance lease transactions entered into prior to 31st March 2001 is charged to expense when due as

per the terms of the related agreement. Finance lease transactions entered into after this date are considered as financing

arrangements and the leased asset is capitalised at an amount equal to the present value of future lease payments and a

corresponding amount is recognised as a liability. The lease payments made are apportioned between finance charge and

reduction of outstanding liability in relation to leased asset.

10. TAXATION

Current Tax

Current tax is provided on the basis of tax payable on estimated taxable income computed in accordance with the applicable

provisions of Income tax Act, 1961 after considering the benefits available under the said Act.





Deferred Taxes

In accordance with Accounting Standard 22 - Accounting for Taxes on Income, issued by the Institute of Chartered Accountants

of India, the deferred tax for timing differences between the book and tax profits for the year is accounted for using the tax

rates and laws that have been enacted or substantially enacted as of the balance sheet date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future;

however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised

only if there is virtual certainty of realisation of such assets.

Fringe Benefit Tax

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

11. EARNINGS PER SHARE (EPS)

The earnings considered in ascertaining the Company's EPS comprises the net profit after tax (and includes the post tax effect

of any extra ordinary items) attributable to equity shareholders. The number of shares used in computing Basic EPS is the

weighted average number of shares outstanding during the year. The diluted EPS is calculated on the same basis as basic EPS,

after adjusting for the effect of potential dilutive equity shares.

12. IMPAIRMENT OF ASSETS

Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable

amount is higher of an asset's net selling price, and its value in use. Value in use is the present value of estimated future cash

flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

13. PROVISIONS AND CONTINGENT LIABILITIES

A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of

resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a

contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require

an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of

outflow of resources is remote, no provision or disclosure is made.

14. USE OF ESTIMATES

In the preparation of the financial statements, the management of the Company makes estimates and assumptions in conformity

with the applicable accounting principles in India that affect the reported balances of assets and liabilities and disclosures

relating to contingent assets and liabilities, as at the date of the financial statements and reported amounts of income and

expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee

retirement benefit plans, income taxes, the useful lives of fixed assets and intangible assets and estimates for recognising

impairment losses.

These estimates could change from period to period and also the actual results could vary from the estimates. Appropriate

changes are made to the estimates as the management becomes aware of changes in circumstances surrounding these estimates.

The changes in estimates are reflected in the financial statements in the period in which changes are made and, if material,

their effects are disclosed in the notes to the financial statements.




B. NOTES TO THE ACCOUNTS

1. Contingent Liabilities


As at As at

March 31, 2009 March 31, 2008

a) In respect of Excise 1

13,803 12,265

b) In respect of Customs 444 444

c) In respect of Entry Tax 8,186 2,667

d) In respect of Sales Tax 13,505 13,784

e) In respect of Service Tax 4,581 3,545

f) In respect of Stamp Duty 4,754 1,804

g) In respect of Income Tax 3,557 1,588

h) In respect of Labour Cases 15,850 14,891

i) The Company has given corporate guarantee in respect of :

i) Subsidiary Company 1,117,221 75,915

j) Bank Guarantees / Letter of Credit furnished by the Company 59,174 46,015

1

Excludes interest

Further, in respect of certain subsidiary companies, the Company has furnished letter of support to enable the said companies

continue the operations.

The amount shown in items "a to h" above represents the best possible estimates arrived at on the basis of available

information. The uncertainty and possible reimbursement are dependent on the outcome of the different legal processes

which have been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately.

2. Outstanding Capital Commitments


As at As at

March 31, 2009 March 31, 2008

Unexpired amount of the contracts on capital accounts and not

provided for (net of advances) 375,704 465,391

3. Issue of Zero Coupon Convertible Bonds

During the year ended March 31, 2006, the Company issued Euro 50,300,000 Zero Coupon Convertible Bonds due 2010 (the

"Bonds"). These Bonds are listed in the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Bonds are convertible

either at the option of the holder at any time on or after August 24, 2005 (or such earlier date as is notified to the holders of

the Bonds by the Company) upto July 6, 2010 by holders into fully paid equity shares with full voting rights at par value of

Re. 1.00 each of the Issuer ("Shares") at an initial Conversion Price (as defined in the "Terms & Conditions of the Bonds") of

Rs.74.32

per Share with a fixed rate of exchange on conversion of Rs. 52.01 = Euro 1.00. The Conversion Price is subject to

adjustment in certain circumstances.




The Bonds may otherwise be redeemed, in whole or in part, at the option of the Issuer, at any time on or after July 15, 2008

and prior to July 7, 2010 subject to satisfaction of certain conditions and at their "Early Redemption Amount" (as defined in the

"Terms & Conditions of the Bonds") at the date fixed for such redemption if the "Closing Price" (as defined in the "Terms &

Conditions of the Bonds") of the Shares translated into Euro at the "prevailing rate" (as defined in the "Terms & Conditions of the

Bonds") for each of 20 consecutive "Trading Days" (as defined in the "Terms & Conditions of the Bonds") the last of which occurs

not more than five days prior to the date upon which notice of such redemption is published, is greater than 130 per cent, of

the "Conversion Price" (as defined in the "Terms & Conditions of the Bonds") then in effect translated into euro at the rate of Rs.

52.01 = Euro 1.00.

The Bonds may also be redeemed, in whole, but not in part, at any time at the option of the Issuer at their Early Redemption

Amount, if less than 10 per cent, in aggregate principal amount of the Bonds originally issued is outstanding.

The Bonds may also be redeemed in whole, but not in part, at the option of the Issuer subject to satisfaction of certain

conditions including obtaining Reserve Bank of India ("RBI") approval, at their Early Redemption Amount, on the date fixed for

redemption in the event of certain changes relating to taxation in India.

Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed by the Issuer in Euros on July

16, 2010 at 126.77 per cent of its principal amount.

The issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such time

as the Shares cease to be listed or admitted to trading on the BSE and the NSE (as defined in the "Terms & Conditions of the

Bonds") in respect of the Issuer.

Consequent to the exercise of conversion option by holders of bonds of face value Euro 4.6 million, in the financial year ended

March 31, 2008, the outstanding balance as on March 31, 2009 is Euro 45,700,000.

2

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

4. On March 6, 2009 , Samvardhana Motherson Visiocorp Solution Limited (SMVSL), incorporated in Jersey, 95 % owned by

Samvardhana Motherson Global Holding Limited (SMGHL), together with its subsidiaries acquired all the subsidiaries of Visiocorp

Plc. (in administration) for a cash consideration of Euro 24.77 Million and issue of consideration shares amounting to Euro

1.5 Million to the lenders of the erstwhile Visiocorp Group. SMGHL is a joint venture between the Company and Samvardhana

Motherson Finance Limited through its overseas 100% Subsidiary MSSL Mauritius Holdings Limited, which holds 51% in

SMGHL.

5. As per information available with the management, the dues payable to enterprises covered under "The Micro, Small and

Medium Enterprises Development Act, 2006" aggregate to Rs. 2,403 thousand (Previous year Rs. 3,270 thousand). This has

been determined on the basis of responses received from vendors on specific confirmation sought by the Company in this

regard.

Further, as determined by the management, there is no interest paid/ payable to such enterprises.

6. The management based on the review of future business plans has estimated the value in use/ recoverable value lower than

the carrying value of the certain fixed assets and consequently recognised an impairment loss to the extent of the carrying

value of such assets amounting to Rs. 11,066 thousand. In the previous year the Company had impaired certain fixed assets

included in capital work in progress having value of Rs 28,807 thousand.



7. (a) During the year the Company has made a provision amounting to Rs. 110,000 thousand for diminution in the value of its

investment in Balda Motherson Solution India Limited consequent to impairment recognized by Balda Motherson Solution

India Limited in its financial statements for the year ended on March 31, 2009.

(b) The Board of Directors' on June 29, 2009 have approved the purchase of Minority Interest of 43.87% in its Subsidiary

Motherson PUDENZ WICKMANN Limited (MPWL). MPWL has a net sales of Rs.264 Lakhs and profit after tax of Rs. 42

Lakhs for the year ended March 31, 2009.

8. Managerial Remuneration:



March 31, 20093,4

March 31, 2008 3

a) Salaries and other allowances 5,364 4,483

b) Contribution to provident and other funds 460 400

c) Perquisites 2,420 1,932

d) Directors Sitting Fees 500 520

Total 8,744 7,335

3

As the employee-wise break up of gratuity and leave encashment is not ascertainable, the amount related to one of the

directors has not been included in the above particulars.

4

Includes remuneration amounting to Rs. 3,041 thousand paid to Whole time Director, being a non-resident whose appointment

is subject to Central Government approval, for which the Company has filed necessary application and approval is awaited.

9. Payment to Auditors



March 31, 2009 March 31, 2008

a) Statutory Audit Fees 4,425 3,425

b) Taxation Matters 300 300

c) Reimbursement of expenses 284 273

d) Others (certification charges and other services) 350 350

Total 5,359 4,348

10. Value of imports on CIF Basis in respect of



March 31, 2009 March 31, 2008

a) Raw Material 3,486,570 3,799,236

b) Capital Goods 387,864 556,127

c) Spare Parts 55,156 40,403





11. Expenditure in foreign currency on account of: (Cash Basis) (Net of Taxes)



March 31, 2009 March 31, 2008

a) Royalty 61,732 42,796

b) Travelling 33,451 56,057

c) Interest 16,032 11,770

d) Professional Fee 89,583 49,721

e) Technical Assistance Fees 6,564 21,113

f) Rent 9,015 8,883

g) Salaries and other allowances 27,921 17,145

h) Computer and Software Expenses 2,016 3,808

i) Others (includes training, bank charges, reimbursements etc.) 65,725 38,946

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

A. Raw Materials and Components

Particulars Year ended March 31, 2009 Year ended March 31, 2008

(%) (Rs. in (%) (Rs. in

Thousands) Thousands)

a) Imported 41 3,165,778 43 3,368,521

b) Indigenous 59 4,486,522 57 4,431,509

Total 100 7,652,300 100 7,800,030

B. Stores & Spares

Particulars Year ended March 31, 2009 Year ended March 31, 2008

(%) (Rs. in (%) (Rs. in

Thousands) Thousands)

a) Imported 16 22,998 22 33,162

b) Indigenous 84 125,490 78 117,781

Total 100 1,48,488 100 150,943





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

A. Quantity

(Numbers in Thousands)

Year ended March 31, 2009 Year ended March 31, 2008

Wiring High Plastic Wires Wiring High Plastic Wires

Harness Tension Comp. Harness Tension Comp.

Cords Cords

(Nos.) (Nos.) (Nos.) (Kms.) (Nos.) (Nos.) (Nos.) (Kms.)

Opening Stock 496 - 716 10 385 - 759 21

Production 20,177 394 56,701 605 23,305 388 62,267 575

Total 20,673 394 57,417 615 23,690 388 63,026 596

Sales/Consumption 20,327 390 56,958 606 23,194 388 62,310 586

Closing Stock 346 4 458 9 496 - 716 10

B. Value



Opening Sales (net) Closing Opening Sales (net) Closing

Stock Stock Stock Stock

Wiring Harness 151,679 8,962,231 94,710 101,135 8,789,081 151,679

High Tension Cords - 77,753 350 - 84,326 -

Plastic Comp. 42,652 3,203,989 34,557 44,144 3,112,258 42,652

Wires 48,346 514,497 41,304 87,919 515,682 48,346

Others 5

5,616 190,959 6,440 3,632 529,666 5,616

Total 248,293 12,949,429 177,361 236,830 13,031,013 248,293

5

Quantitative information in respect of value disclosed in others is not being given separately as the related revenue and

costs are less than 10% of total revenue and cost of the Company.

14. Earnings in foreign currency during the year:



March 31, 2009 March 31, 2008

a) FOB Value of Exports 6

2,346,551 2,499,308

b) Interest Received

- from subsidiary 31,914 19,740

- from banks 787 2,648

c) Miscellaneous Income 8,559 3,351

d) Service Income 943 1,288

6

Includes Deemed Exports of Rs.57,710 thousand (Previous Year Rs 55,182 thousand)


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


March 31, 2009 March 31, 2008

a) Amount remitted (Rs. in Thousands) 176,936 131,064

b) No. of non-resident shareholders 2 2

c) No. of shares held by them (in thousands) 131,064 87,376

d) Year to which dividend pertains Year ended Year ended

March 31, 2008 March 31, 2007

16. Licensed and Installed Capacity:

(Figures in Thousands)


March 31, 2009 March 31, 2008

a) Licensed Capacity N. A. N. A.

b) Installed Capacity of 7

(i) Wiring Harness (Nos.) N. A. N. A.

(ii) High Tension Cords (Nos.) N. A. N. A.

(iii) Rubber Components (M.T.) N. A. N. A.

(iv) Plastic Components (M.T.) N. A. N. A.

(v) Wires (Kms) N. A. N. A.

c) Actual Production of

(i) Wiring Harness (Nos.) 20,177 23,305

(ii) High Tension Cords (Nos.) 394 388

(iii) Plastic Components (M.T.) 56,701 62,267

(iv) Wires (Kms) 605 575

7

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

17. Raw Materials and Components consumed during the year:

(Figures in Thousands)


Raw Materials and Components Qty Value Qty Value

a) Copper (M.T.) 4,830 1,570,803 5,209 1,708,910

b) Others 8

6,081,497 6,091,120

8

No single raw material or component account for more than 10% of total consumption.





18. Earnings per share


March 31, 2009 March 31, 2008

Weighted Average number of Equity Shares of Re. 1 /- each

(Previous Year Re 1/- each ) outstanding at the end of the year 355,553,800 353,404,456

Net profit after tax available for equity Shareholders (Rs in thousands) 695,409 1,281,917

Basic/ Diluted Earnings (in Rupees) Per Share of Re. 1/- each.

(Previous Year Re 1/- each ) 9

1.96 3.63

9

Potential conversion of Zero Coupon Currency Convertible Bonds issued is anti-dilutive and accordingly, has not been considered

in the calculation of diluted earnings per share.

19. Deferred Tax

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


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

March 31, 2009 for the year March 31, 2008

Expenses charged in the financial

statements but allowable as deductions

in future years under the Income Tax Act

(to the extent considered realizable) (177,699) (59,384) (118,315)

Difference between depreciation as per

financial statements and depreciation as

per Income Tax Act 162,400 21,339 141,061

Net Deferred Tax Liability/ (Asset) (15,299) (38,045) 22,746

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

the Deferred Tax Assets.

20. The Company has the following provision in the books of accounts as on March 31,2009


Description Opening Balance Additions Utilized / Reversed Closing Balance

during the year during the year

Warranty

Current Year 2,000 1,618 1,618 2,000

Previous Year 2,000 1,247 1,247 2,000

Warranty provision relates to the estimated outflow in respect of warranty for products sold by the Company. Due to the very

nature of such costs, it is not possible to estimate the timing/ uncertainties relating to the outflows of economic benefits.

21. The details of liabilities recognised by the Company in respect of long term defined benefits and contribution schemes in

accordance with Accounting Standard 15 (Revised 2005) for its employees are as under:



(A) Defined Benefit Schemes

(i) Gratuity

The employees are entitled to gratuity that is computed as half-month's salary, for every completed year of

service and is payable on retirement/termination. The Company makes provision of such gratuity liability in the

books of accounts on the basis of actuarial valuation. The Company pays contribution to Life Insurance Corporation

of India to fund its plan.

(ii) Leave Encashment /Compensated Absences

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

the un-availed portion of such leaves can be accumulated or encashed during/ at the end of the service period.

The plan is not funded.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as

below:



March 31, 2009 March 31, 2008

Gratuity Leave Gratuity Leave

encashment/ encashment

Compensated /Compensated

Absences Absences

Obligations at year beginning 78,133 25,312 62,732 18,326

Service Cost - Current 16,361 6,183 7,298 5,101

Interest Cost 5,895 1,767 3,310 1,324

Actuarial (gain) / loss 14,939 3,808 8,929 8,688

Benefit Paid (3,499) (2,092) (4,136) (8,127)

Obligations at year end 111,829 34,978 78,133 25,312

Change in plan assets

Plan assets at year beginning, at fair value 63,224 - 47,786 -

Expected return on plan assets 5,699 - 3,843 -

Actuarial gain / (loss) 1,174 - 1,688 -

Contributions 19,402 - 13,725 -

Benefits paid (3,330) - (3,818) -

Plan assets at year end, at fair value 86,169 - 63,224 -

Reconciliation of present value of the

obligation and the fair value of plan assets:

Present Value of the defined benefit

obligations at the end of the year 111,829 34,978 78,133 25,312

Fair value of the plan assets at the

end of the year (86,169) - (63,224) -

Liability recognised in the Balance Sheet 25,660 34,978 14,909 25,312

Defined benefit obligations cost for the year


Interest Cost 5,895 1,767 3,310 1,324

Expected return on plan assets (5,699) - (3,843) -


Net defined benefit obligations cost 30,322 11,758 14,006 15,113




Investment details of plan assets

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

under its Group Gratuity Scheme.

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

2009 2008

Discount Rate 7.50 % 8.00 %

Future salary increases 6.25 %. 5.50 %.

Expected return on plan assets 9.25 %. 8.00 %.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion

and other relevant factors such as supply and demand factors in the employment market.

(B) Defined Contribution Schemes

The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered

Provident Fund and Employee State Insurance (ESI) for the benefit of the employees. Accordingly, the Company's contribution

during the year that has been charged to revenue amounts to Rs.82,123 thousand (Previous Year Rs. 97,366 thousand)

22. Related Party Disclosures

Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:

I Relationships where control exists:

Subsidiaries of the Company:

MSSL Mideast (FZE)

MSSL Mauritius Holdings Limited

MSSL Ireland Private Limited

MSSL Handels GmbH

Motherson Electrical Wires Lanka Private Limited

MSSL (S) Pte Limited

Motherson PUDENZ WICKMANN Limited

MSSL (GB) Limited

MSSL GmbH

Motherson Sumi Wiring Systems Limited (FZC)

MSSL Tooling Limited (FZE)

Global Environment Management (FZC)

MSSL Australia Pty. Limited

Motherson Elastomers Pty Limited

Motherson Investments Pty Limited

Mothersonsumi Reiner GmbH

MSSL Polymers GmbH(formerly known as G&S KunststofftechnikGmbH)

Global Environment Management Australia Pty. Limited

MSSL Advanced Polymers s.r.o (formerly known as FP Formagrau s.r.o.)

Motherson Orca Precision Technology GmbH

MSSL Global Wiring Limited




MSSL s.r.l. Unipersonale

Samvardhana Motherson Global Holding Limited

Samvardhana Motherson Visiocorp Solution Limited

Elemental Growth Limited

Horizon field Limited

Visiocorp Holding Germany GmbH

Visiocorp Automotive GmbH

Visiocorp Poong Jeong Co Limited

Visiocorp Hyosang Limited

Visiocorp Holding Australia Pty Limited

Visiocorp Australia Pty Limited

Visiocorp Taree Pty Limited

Visiocorp Hungary BT

Visiocorp Grundbesitz GmbH & Co. KG

Visiocorp Group Services GmbH

Visiocorp Management UK Limited

Portchester Limited

Visiocorp UK Limited

Visiocorp Automotive Valencia S.A.U.

Visiocorp Services UK Limited

Visiocorp Holding USA LLP

Visiocorp International USA Inc.

Visiocorp USA Inc.

Visiocorp France S.A.

Visiocorp Motherson Limited (w.e.f. March 6, 2009)

Visiocorp Automotive Yancheng Co Limited

Visiocorp Automotive Beijing Co Limited

Visiocorp Holding Hungary KFT

Visiocorp Espana S.A.U.

Visiocorp Mexico S.A. de C.V.

Visiocorp Servicios S.A. de C.V.

Visiocorp Verwaltungsgesellschaft GmbH

Visiocorp Patents SARL

Visiocorp Beteiligungs GmbH

II. Other Related Parties

a. Joint Ventures:

Kyungshin Industrial Motherson Limited

Visiocorp Motherson Limited (till March 5, 2009)


Woco Motherson Elastomer Limited

Woco Motherson Advanced Rubber Technologies Limited

Woco Motherson Limited (FZC)

Calsonic Kansei Motherson Auto Products Limited

Ningbo Visiocorp Huaxiang Automotive Mirrors Co. Limited




b. Associate Companies:

Saks Ancillaries Limited

c. Key Management Personnel:

i) Board of Directors:

Mr. V C Sehgal

Mr. Toshimi Shirakawa

Mr. Toshihiro Watanabe (w.e.f June 2, 2008)

Mr. M S Gujral

Mr. Bimal Dhar

Mr. H Murai

Maj. Gen Amarjit Singh (Retd)

Mr. Pankaj Mital

Mr Arjun Puri

Mr. Toshihide Ano

Mr. A. Yamauchi (upto June 1, 2008)

ii) Other Key Management Personnel:

Mr. Vivek Avasthi

Mr. Ravindra Mathur

Mr. G.N. Gauba

Mr. N Ramanathan

iii) Relatives of Key Management Personnel:

Mr. Laksh Vaaman Sehgal (Appointed Director w.e.f. April 30, 2009)

Ms. Renu Sehgal

Ms. Vidhi Sehgal

Ms. Geeta Soni

Ms. Neelu Mehra

Ms. Padma Avasthi

Mr. Harjit Singh

Ms. Upkar Gujral

Ms. Subina Avasthi

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

Motherson Auto Limited

Motherson Air Travel Agencies Limited

Ganpati Auto Industries

South City Motors Limited

ASI Motherson Communication Solutions Limited

Motherson Techno Tools Limited

Sumi Motherson Innovative Engineering Limited

SWS India Management Support & Service (P) Limited

Vaaman Auto Industries

A Basic Concepts Design India Private Limited




Motherson Sumi Infotech and Designs Limited

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sis Bro Motor and Workshop Private Limited

Motoman Motherson Robotics Limited

NACHI Motherson Tool Technology Limited

Motherson

Samvardhana Motherson Finance Limited

A Basic Concepts Design Pty Limited

ATAR Mauritius Private Limited

Motherson Auto Solutions Private Limited

Motherson Machinery and Automations Private Limited

Spheros Motherson Thermal System Limited

Matsui Technologies India Limited

Motherson Moulds and Diecasting Limited

Webasto Motherson Sunroofs Limited

Anest Iwata Motherson Limited

Field Motor Private Limited

AES (India) Engineering Limited

Miyazu Motherson Engineering Design Limited

Anest Iwata Motherson Coating Equipment Limited

Nissin Advance Coating Indo Company Limited.

Magnetti Marelli Motherson Holding India BV

Magnetti Marelli Motherson Auto System Limited

Samvardhana Motherson Finance Services Cyprus Limited

Motherson Zanotti Refrigeration System Limited

Motherson TimeTooth Technologies Limited

Samvardhana Motherson Finance Services Inc.

Motherson TimeTooth Technologies Inc.

Tigers Connect Travel Systems and Solutions Limited

Samvardhana Motherson Holding (M) Private Limited.

Motherson Advanced Tooling Solutions Limited

Avon hill Limited.

Fritzmeier Motherson Cabin Engineering Limited.

Air Factory Energy Limited

CTM India Limited.

e. Joint Venturer:

Sumitomo Wiring Systems Limited, Japan

Wilhelm Pudenz GmbH, Germany

Visiocorp Plc, UK (Upto March 06, 2009)

Kyungshin Industrial Co., Korea

Woco Franz Josef Wolf Holding GmbH, Germany

Balda AG, Germany

Calsonic Kansei Corporation, Japan

E-Compost Pty. Limited, Australia

Dermotech GmbH, Germany






S. Particulars Parties mentioned in Parties mentioned in Parties mentioned in Parties mentioned Parties mentioned

No. 22 (I) above 22 (II) (a) above 22 (II) (b) & (d) above in 22 (II) (e) above in 22 (II) (c) above

Current Previous Current Previous Current Previous Current Previous Current Previous

Year year Year year Year year Year year Year year

1 Sale of Goods 467,113 567,302 576,296 460,033 47,831 19,157 351,351 387,550 36 -

2 Rendering of

Services 2,380 2,805 181,390 93,705 23,919 19,237 - - - -

3 Sale of Fixed Assets 149 - 252 - - 59 - - - -

4 Purchase of Goods 475,927 612,132 35,327 34,537 353,112 467,797 238,574 320,106 - -

5 Purchase of

Fixed Assets 24,628 3,957 - 8,680 123,734 22,944 1,042 1,760 - -

6 Purchase of Services 4,033 6,205 10,250 5,645 304,130 317,399 2,616 891 4,28710 3,282 10

7 Reimbursement (Net) 38,682 30,242 26,967 4,553 24,093 3,105 8,759 647 - -

8 Investments made

during the year11 2,017,740 - 39,886 192,806 - - - - - -

9 Purchase of Shares - - - - - - - - - -

10 Sale of Shares - - - - - - - - - -

11 Royalty - - - - - - 61,561 78,245 - -

12 Remuneration/Sitting

Fees of Directors - - - - - - - - 14,005 18,191

13 Interest Income 12,051 19,740 442 9,783 - - - - - -

14 Interest Expense 1,028 2,153 - - 907 1,167 - - - -

15 Dividend Paid - - - - 135,979 100,725 130,804 96,892 28,79212 21,384 12

16 Dividend Received - - 45,793 - 875 - - - - -

17 Advance given against

Equity/Preference Shares 42,749 361,131 - 11,739 - - - - - -

18 Advance Received back - - - - - - - - - -

against Equity/

Preference Share - 90,560 - -

19 Loans Received

during the year 2,000 32,500 - - 10,000 10,000 - - - -

20 Loans Given

during the year - 36,209 10,000 - - - - - - -

21 Loans Repaid

during the year 34,500 - - - 30,000 - - - - -

22 Loans Received back

during the year 361,499 51,689 13,314 13 143,806 - - - - - -

23 Security Deposits

Received - - 1,547 30,128 8,492 - - - - -

24 Security Deposits Repaid - - - 128 - - - - - -

Balances as at year end

25 Investments 2,113,700 95,960 678,508 638,622 38,230 38,230 - - - -

26 Advance given against

Equity/ Preference Shares 42,749 990,176 - 11,739 - - - - - -

27 Loans Payable - 32,500 - - - 20,000 - - - -

28 Loans Receivable

(after reinstatement) 10,683 336,095 - 3,314 - - - - - -

29 Advances Receivable 58,725 10,425 12,484 1,496 62,467 8,524 - - 96 -

30 Security Deposit Received - - 11,082 32,561 8,492 2,628 - - - -

31 Security Deposits Given - - - - 2,706 2,706 - - 542 542

32 Guarantees Closing 1,027,989 75,915 - - - - - - - -

33 Trade Payable 426,376 118,855 7,586 6,579 90,463 89,568 53,818 51,397 - 169

34 Trade Receivable 107,940 198,508 113,741 50,368 16,414 3,805 28,373 31,898 - -

10 Rent of Rs 4,287 thousand (Previous Year Rs.3,282 thousand) paid to Mr. V.C Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Renu Sehgal, Ms. Vidhi Sehgal .

11 Include investment in shares amounting to Rs. 1001,915 thousand allotted during the year against advances given in the previous year.

12 Dividend of Rs. 28,792 thousand (Previous Year Rs. 21,384 thousand) paid to Mr. V. C. Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Neelu Mehra, Ms. Geeta Soni, Ms. VidhiSehgal, Mr. Pankaj Mital, Mr. M.S. Gujral, Mr. G.N.Gauba, Mr. Vivek Avasthi, Ms. Renu Sehgal, Ms. Padma Avasthi, Ms. Subina Avasthi, Mr. Harjit Singh.

13 Loan outstanding amounting to Rs 13,314 thousand converted into share application money.

III. Details of transactions, in the ordinary course of business at commercial terms, and balances with related parties as

mentioned in I & II above:




23. SEGMENT INFORMATION

a) Information about Primary Business Segments


Automotive Non automotive Unallocated Total

Current Previous Current Previous Current Previous Current Previous

Year Year Year Year Year Year Year Year

Segment

revenue

External 11,685,336 12,117,752 1,470,022 1,494,325 280,412 13,187 13,435,770 13,625,264

Inter-segment 113,901 146,870 - - - - 113,901 146,870

Total revenue 11,571,435 11,970,882 1,470,022 1,494,325 280,412 13,187 13,321,869 13,478,394

Results

Segment result 1,079,659 1,687,554 124,273 159,907 - - 1,203,932 1,847,461

Interest expense

(net of Interest

income) - - - - 290,984 218,657 290,984 218,657

Other

Unallocable

(net of Income) - - - - 60,492 (13,189) 60,492 (13,189)

Profit before

taxation - - - - - - 852,456 1,641,993

Provision for

taxation - - - - 157,047 360,076 157,047 360,076

Net profit

after tax - - - - - - 695,409 1,281,917

Other items

Segment assets 9,595,250 8,553,418 1,103,082 1,185,656 3,151,072 2,539,159 13,849,404 12,278,233

Segment

liabilities 2,489,454 1,641,508 301,686 544,566 6,396,372

14

6,087,672 9,187,512

14

8,273,746

Capital

expenditure 1,036,044 1,327,059 63,726 234,317 - - 1,099,770 1,561,376

Depreciation

& Impairment 480,761 443,012 64,383 57,617 - - 545,144 500,629

Amortization

of Premium

on Redemption

of Zero Coupon

Foreign currency

convertible bonds - - - - 154,524 165,049 154,524 165,049

14

Does not include proposed dividend and tax thereon




b) Information about Secondary Business Segment

India Outside India 15

Unallocated Total



Revenue by

geographical

markets

External 10,496,740 10,854,572 2,544,716 2,610,635 280,413 13,187 13,321,869 13,478,394

Total 10,496,740 10,854,572 2,544,716 2,610,635 280,413 13,187 13,321,869 13,478,394

Carrying 10,134,084 8,759,603 564,249 873,506 3,151,071 2,645,124 13,849,404 12,278,233

amount of

segment assets

Addition to 1,091,413 1,561,127 8,357 249 - - 1,099,770 1,561,376

fixed assets

15

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

c) Composition of Business Segments

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

Automotive Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components,

Cockpit Assembly

Non Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components for white goods, Household

Wires, Plates, Aerobin

d) Inter Segment Transfer Pricing

Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and

business risks, with an overall optimisation objective for the Company.

24. Interests in Joint Ventures:

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

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

Incorporation held as at held as at

March 31, 2009 March 31, 2008

Kyungshin Industrial Motherson Limited India 50% 50%

Visiocorp Motherson Limited (formerly

Schefenacker Motherson Limited) India 49% 49%

Balda Motherson Solution India Limited India 40% 40%

Woco Motherson Elastomer Limited India 33.33% 33.33%

Woco Motherson Advanced Rubber

Technologies Limited India 33.33% 33.33%

Calsonic Kansei Motherson Auto Products Limited India 49% 49%




The following amounts represent the Groups share of the assets and liabilities and revenue and expenses of the joint venture

and are included in the consolidated balance sheet and consolidated profit & loss account:


Particulars March 31, 2009 March 31, 2008

Assets

Fixed Assets 539,299 613,814

Capital Work in Progress 4,712 20,965

Current Assets 836,826 1,078,676

Liabilities

Secured Loans 84,517 132,193

Unsecured Loans 34,153 23,387

Current Liabilities & Provisions 450,161 690,911

Deferred Tax (Net) 10,768 4,569

Reserves & Surplus 190,717 212,359

Revenue

Sales 3,420,030 2,197,380

Other Income 33,095 14,865

Expenditure 3,175,034 1,979,662

Profit before Tax 278,092 232,583

Provision for Tax 159,143 101,667

Profit after Tax 118,949 130,916

Contingent Liabilities

- In respect of Excise, Sales tax & Service tax matters 4,673 21,211

- Bank Guarantees 198,528 53,027

Capital Commitment 11,668 27,883

25. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing

legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and

documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer

Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an

"arms length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is

completed for the current financial year. However the management is of the opinion that its international transactions are at

arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount

of tax expense and that of provision for taxation.

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

year's classification.



V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL

Vice Chairman Whole time Director Chief Operating Officer

Place : Noida G.N. GAUBA

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


I. Registration Details

Registration No. State Code

Balance Sheet Date

Day Month Year

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

Public Issue Right Issue

Bonus Issue Private Placement

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

Total Liabilities Total Assets

Sources of Funds

Paid-up Capital Reserves & Surplus

Secured Loans Unsecured Loans

Application of Funds

Net Fixed Assets Investments

Net Current Assets Misc. Expenditure

Accumulated Losses Deferred Tax (Net)

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

Turnover Total Expenditure

Profit/Loss before Tax Profit/Loss after Tax

Earning per share in Rs. Dividend Rate %

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

Product Description Item Code

Integrated Wiring Harness

Rubber Components

PVC Insulated Wire

Information pursuant to part IV of Schedule VI of the Companies Act, 1956

Balance Sheet Abstract and Company’s General Business Profile

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Vice Chairman Whole time Director Chief Operating Officer



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10

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Su

bsid

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om

pan

y as

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are

Eq

uity sh

ares

Eq

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ares

sh

are o

fsh

are o

fsh

are o

fsh

are o

fsh

are o

f sh

ares o

f G

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sh

are o

f EU

RO

Sh

ares of

sh

are o

f EU

RO

sh

ares o

f A

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sh

ares o

f A

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ares o

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on

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of A

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1

of EU

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1

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5

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2

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00

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7

2,9

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5

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1

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00

1 each

h

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b

y1

each

an

dA

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1

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each

10

each

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an

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1

each

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00

each

o

f SLR

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s 1

0 each

o

f R

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0 each

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1

each

AU

D 1

each

15

0,0

00

each

h

eld

b

yeach

h

eld

b

yeach

h

eld

b

yeach

h

eld

b

yeach

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eld

b

yeach

h

eld

b

yeach

h

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b

yM

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9,7

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eq

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by M

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00

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00

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d 2

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each

h

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b

y M

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held

b

y M

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eq

uivalen

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id

east

MSSL M

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MSSL G

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preferen

ce

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tp

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ce s

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referen

ce

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to

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(FZ

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(FZ

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sh

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f EU

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held

b

y M

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in

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of A

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each

h

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preferen

ce

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b

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are o

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ritiu

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te Ltd

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EU

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each

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ld

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ited

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os.)

18

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00

25

0,0

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12

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--

--

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99

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3,0

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t o

f H

old

in

g (%

)1

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%-

--

--

--

10

0%

--

-1

00

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0%

Net ag

greg

ate am

ou

nts o

f

pro

fits/ (lo

sses) o

f th

e

Su

bsid

iary C

om

pan

ies so

far as th

ose p

ro

fits are d

ealt

w

ith

, o

r p

ro

visio

n is m

ad

e

fo

r th

ose lo

sses in

th

e

Acco

un

ts o

f th

e H

old

in

g

Co

mp

an

y

(Figu

res in

th

ou

san

ds)

- P

ro

fits/Lo

sses o

f th

e

Su

bsid

iary C

om

pan

ies fo

r

th

e fin

an

cial year en

ded

March

3

1, 2

00

9Eu

ro

5

,6

87

Eu

ro

(2

40

)Eu

ro

(1

,9

44

)Eu

ro

4

99

-Eu

ro

(1

06

)Eu

ro

(3

33

)Eu

ro

(1

2)

GB

P (1

25

)Eu

ro

(9

14

)Eu

ro

(1

44

)Eu

ro

1

31

Au

d (67

1)

Au

d (1

,2

10

)SG

D (9

36

)A

ud

3

24

Eu

ro

4

USD

5

,4

20

Rs (4

,0

26

)R

s 4

,1

54

Au

d (3

9)

Au

d 2

69

Rs 3

82

,1

38

Rs (1

6,1

56

)R

s (1

30

,6

44

)R

s 3

3,5

17

-R

s (7

,1

32

)R

s (2

2,4

06

)R

s 8

20

)R

s (9

,0

53

)R

s (6

1,4

25

)R

s (9

,6

53

)R

s 8

,7

93

Rs (2

3,5

38

)R

s (4

2,4

54

)R

s (3

1,1

78

)R

s 1

1,3

67

Rs 2

37

Rs 2

74

,9

10

Rs (4

,0

26

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s 4

,1

54

Rs (1

,3

58

)R

s 9

,4

45

- P

ro

fits fo

r th

e p

revio

us

fin

an

cial years o

f th

e

Su

bisid

iary C

om

pan

ies

sin

ce it b

ecam

e a su

bsid

iary

of th

e H

old

in

g C

om

pan

yEu

ro

1

6,9

12

Eu

ro

(4

70

)Eu

ro

(6

,9

83

)Eu

ro

1

,3

50

-Eu

ro

1

,2

23

--

GB

P (2

65

)Eu

ro

3

40

Eu

ro

(2

,2

54

)Eu

ro

(4

30

)A

ud

(1

,8

46)

Au

d (2

,9

13

)SG

D 7

74

Au

d 1

,3

29

Eu

ro

(1

12

)U

SD

7

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56

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s 3

2,3

05

Au

d (5

0)

Au

d 2

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96

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,1

36

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85

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1,5

81

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s (4

69

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75

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s 9

0,7

33

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2,1

67

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Rs (1

9,2

39

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s 2

2,8

13

Rs (1

51

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46

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s (2

8,8

81

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s (6

4,7

88

)R

s (1

02

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10

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s 2

5,7

76

Rs 4

6,6

35

Rs (7

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12

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62

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50

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s 3

2,3

05

Rs (1

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40

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s 7

3,5

42

Net ag

greg

ate am

ou

nt o

f

pro

fits / (lo

sses) o

f th

e

Su

bsid

iary C

om

pan

ies

so

far as it co

ncern

s

th

e m

em

bers o

f th

e H

old

in

g

Co

mp

an

y an

d is n

ot

dealt in

th

e acco

un

ts o

f th

e

Ho

ld

in

g C

om

pan

y.

- P

ro

fits o

f th

e Su

bsid

iary

Co

mp

an

ies fo

r th

e

fin

an

cial year en

ded

31

st M

arch

, 2

00

9N

il

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

- P

ro

fits fo

r th

e p

revio

us

fin

an

cial year o

f th

e

Su

bsid

iary C

om

pan

ies

sin

ce it b

ecam

e a su

bsid

iary

of th

e H

old

in

g C

om

pan

yN

il

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Ch

an

ges in

th

e in

terest o

f

th

e H

old

in

g C

om

pan

y in

th

e su

bsid

iary b

etw

een

th

e

en

d o

f th

e fin

an

cial year o

f

th

e su

bsid

iary an

d th

at

of th

e H

old

in

g C

om

pan

yN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

A

Material ch

an

ges b

etw

een

th

e en

d o

f th

e fin

an

cial year

of th

e su

bsid

iary an

d th

at

of th

e H

old

in

g C

om

pan

yN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

AN

A

* In

dian

R

up

ee fig

ures h

ave b

een

arrived

at b

y ap

plyin

g th

e year en

d in

terb

an

k exch

an

ge rate, Eu

ro

1

= R

s 6

7.1

9, SG

D 1

=

R

s 3

3.3

2, A

UD

$

1

=

R

s 3

5.0

9, G

BP

1

=

R

s 7

2.6

6,


V.C

. SEH

GA

LTO

SH

IH

IR

O W

ATA

NA

BE

PA

NK

AJ M

ITA

L

Vice C

hairm

an

Wh

ole Tim

e D

irecto

rC

hief O

peratin

g O

fficer

Place

:N

oid

aG

.N

. G

au

ba

Date

:Ju

ne 2

9, 2

00

9C

o. Secretary &

V.P. Fin

an

ce

Statem

ent Pursuant to Section 2

12

of the C

om

panies A

ct, 1

95

6 R

elating to Subsidiary C

om

panies

Nam

e of the Subsidiary C

om

panies


(Figures in R

s.Thousands)

S.N

oN

am

e o

f th

e C

om

pan

yM

SSL

Rep

ortin

gExch

an

ge

Sh

are

R

eserve an

dTo

tal

Net Fixed

In

vestm

en

t To

tal A

ssets

Sales

PB

TTaxatio

nPA

T

Ho

ld

in

gC

urren

cy

Rate

Cap

ital

Su

rp

lu

sLiab

ilities

Assets

as at

31

/0

3/2

00

9

1M

SSL M

auritius H

oldings Lim

ited

10

0%

EU

R6

7.1

9 6

2,1

37

(3

8,6

12

) 2

4,0

08

-

4

,3

74

2

4,0

08

-

(6

1,4

25

) -

(6

1,4

25

)

2M

SSL M

ideast (FZE)

10

0%

EU

R6

7.1

9 8

27

,9

07

1

,5

19

,9

98

2

,5

18

,8

01

8

2,8

92

1

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62

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14

2

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18

,8

01

1

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13

,1

08

3

82

,1

38

-

3

82

,1

38

3M

otherson Electrical W

ires Lanka

Pvt. Lim

ited

10

0%

USD

50

.7

2 7

,7

00

7

01

,7

08

7

27

,0

98

5

4,0

38

-

7

27

,0

98

1

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21

,8

90

2

75

,7

22

8

13

2

74

,9

10

4M

SSL H

andels G

mbH

10

0%

EU

R6

7.1

9 2

,3

52

(7

,2

75

) 4

,5

30

5

2 -

4

,5

30

1

,0

72

2

37

-

2

37

5M

SSL (S) Pte Ltd

10

0%

SG

D3

3.3

2 4

36

,4

92

(5

,4

01

) 4

33

,7

63

4

6,3

36

3

91

,8

53

4

33

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63

9

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95

(2

8,2

45

) 2

,9

32

(3

1,1

78

)

6M

otherson PU

DEN

Z W

IC

KM

AN

N

Lim

ited

56

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3%

IN

R1

.0

0 2

5,0

00

3

7,3

60

6

5,8

83

1

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55

-

6

5,8

83

2

6,3

89

4

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06

6

52

4

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54

7M

SSL G

lobal W

iring Lim

ited

10

0%

IN

R1

.0

0 3

4,1

00

(4

,0

26

) 7

9,3

52

7

1,6

92

-

7

9,3

52

-

(4

,0

26

) -

(4

,0

26

)

8M

SSL G

mbH

2

10

0%

EU

R6

7.1

9 1

6,7

98

(1

42

,2

55

) 4

41

,3

64

7

3,6

21

2

38

,8

14

4

41

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64

7

1,6

68

(1

30

,6

44

) -

(1

30

,6

44

)

9M

SSL (G

B) Lim

ited 2

10

0%

GB

P7

2.6

6 7

3 (2

8,2

92

) 1

03

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56

3

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42

-

1

03

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56

2

91

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38

(8

,7

71

) 2

82

(9

,0

53

)

10

Motherson Sum

i W

iring System

Lim

ited (FZC

) 2

51

%EU

R6

7.1

9 5

37

,5

20

(4

7,7

37

) 9

60

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46

3

45

,1

16

-

9

60

,5

46

2

,0

42

,9

54

(1

6,1

56

) -

(1

6,1

56

)

11

MSSL Ireland Private Lim

ited 4

10

0%

EU

R6

7.1

9 3

,3

60

(2

0,0

88

) 7

,2

17

4

76

-

7

,2

17

2

8,2

09

8

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93

-

8

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93

12

MSSL Tooling Lim

ited (FZE) 2

10

0%

EU

R6

7.1

9 2

70

,9

44

(1

61

,0

99

) 2

01

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21

5

2,4

60

-

2

01

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21

2

71

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16

(9

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53

) -

(9

,6

53

)

13

Glo

bal En

viro

nm

en

t

Managem

ent (FZC

) 4

78

.8

2%

AU

D3

5.0

9 1

68

,0

54

(8

8,3

26

) 1

55

,8

68

-

0

.0

7 1

55

,8

68

3

0,3

90

(2

3,5

38

) -

(2

3,5

38

)

14

MSSL A

ustralia Pty Lim

ited 5

80

%A

UD

35

.0

9 1

22

,8

15

5

8,0

02

4

73

,4

06

1

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48

7

4

73

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06

6

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16

1

6,0

06

4

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39

1

1,3

67

15

MSSL Polym

ers G

mbH

3

10

0%

EU

R6

7.1

9 3

,4

40

1

37

,6

88

3

18

,9

89

4

5,1

14

-

3

18

,9

89

8

35

,2

92

3

2,9

33

(5

84

) 3

3,5

17

16

Motherson Sum

i R

einer G

mbH

3

10

0%

EU

R6

7.1

9 1

3,4

38

8

7,0

11

1

36

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72

6

2,9

42

-

13

6,5

72

8

2,7

66

1

2 1

2 (0

)

17

MSSL A

dvanced Polym

ers s.r.o 3

10

0%

CZ

K2

.5

3 4

,8

98

7

8,4

59

1

77

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15

4

7,7

93

-

1

77

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15

3

55

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75

(8

,7

48

) (1

,6

16

) (7

,1

32

)

18

Motherson O

rca Precision

Technology G

mbH

3

51

%EU

R6

7.1

9 6

,7

19

1

11

,9

74

1

57

,0

85

8

,6

02

-

1

57

,0

85

4

93

,8

87

(2

2,4

06

) -

(2

2,4

06

)

19

MSSL s.r.l. U

nipersonale 3

10

0%

EU

R6

7.1

9 6

72

(8

20

) 9

56

-

-

9

56

-

(8

20

) -

(8

20

)

20

Glo

bal En

viro

nm

en

t M

an

ag

em

en

t

Australia Pty Lim

ited 6

10

0%

AU

D3

5.0

9 0

.0

7 (1

44

,6

64

) 1

6,3

11

2

23

-

1

6,3

11

5

1,6

50

(4

2,4

54

) -

(4

2,4

54

)

21

Motherson Elastom

ers Pty Lim

ited 7

10

0%

AU

D3

5.0

9 4

8

2,9

86

5

76

,8

90

1

31

,7

44

-

5

76

,8

90

1

,1

16

,3

08

1

0,8

25

1

,3

80

9

,4

45

22

Motherson Investm

ents Pty Lim

ited 7

10

0%

AU

D3

5.0

9 4

(3

,0

98

) 1

62

,5

69

1

59

,7

87

-

1

62

,5

69

-

(2

,3

11

) (9

53

) (1

,3

58

)

No

tes

1

As required under Para V

I of the approval dated July 1

0, 2

00

9 - issued by M

inistry of C

om

pany A

ffairs , Indian rupees equivalents of the figures in the foreign currencies in the accounts of subsidiary com

panies has been given

based on year end interbank exchange rates.

2

Subsidiary of M

SSL M

ideast (FZE)

3

Subsidiary of M

SSL G

mbH

4

Subsidiary of M

SSL M

auritius H

oldings Ltd

5

Subsidiary of M

SSL (S) Pte Ltd

6

Subsidiary of G

lobal Environm

ent M

anagem

ent (FZC

)

7

Subsidiary of M

SSL A

ustralia Pty Lim

ited

Statem

ent pursuant to exem

ption received under Section 2

12

(8

) of the C

om

panies A

ct, 1

95

6 relating to subsidiary com

panies


To the Board of Directors of


1. We have audited the attached Consolidated Balance Sheet

of Motherson Sumi Systems Limited and its subsidiaries, joint

ventures and associate as at March 31, 2009, the Consolidated

Profit and Loss Account for the year ended on that date

annexed thereto, and the Consolidated Cash Flow Statement

for the year ended on that date, which we have signed under

reference to this report. These consolidated financial

statements are the responsibility of the management. Our

responsibility is to express an opinion on these consolidated

financial statements based on our audit.

2. We have conducted our audit in accordance with auditing

standards generally accepted in India. Those Standards require

that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are prepared,

in all material respects, in accordance with an identified financial

reporting framework and are free of material misstatement.

An audit includes examining, on a test basis, evidence

supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting

principles used and significant estimates made by management,

as well as evaluating the overall financial statement

presentation. We believe that our audit provides a reasonable

basis for our opinion.

3. The consolidated financial statements of Motherson Sumi

Systems Limited include the consolidated financial statements

of Samvardhana Motherson Visiocorp Solution Limited

(SMVSL), a subsidiary of the Company. SMVSL's consolidated

financial statements, prepared under International Financial

Reporting Standards, have been audited by another firm of

auditors. The aforesaid consolidated financial statements of

SMVSL, for the purpose of consolidation have been converted,

to the extent required, to make them conform to the

accounting principles generally accepted in India, by the

management of the Company. These statements, converted

to Indian generally accepted accounting principles, have been

reviewed by another firm of Chartered Accountants in India,

whose review report on such conversion was furnished to us.

Our opinion, in so far as it relates to the amounts included in

respect of SMVSL, is based solely on the audit report of other

auditor and the review report furnished to us. The consolidated

financial statements of SMVSL reflect total assets of Rs.

18,541,314 thousand as at March 31, 2009, total revenues

Rs. 4,356,732 thousand and net cash outflow from operating

activities of Rs.865, 305 thousand for the year then ended.

4. Further , we also did not audit the financial statements of

certain subsidiaries, joint ventures and associate, who

collectively in these financial statements reflect total assets of

Rs. 5,274,770 thousand as at March 31, 2009, total revenues

of Rs. 5,918,422 thousand and net cash inflow from operating

activities of Rs. 439,741 thousand for the year ended on that

date. These financial statements have been audited by other

Auditors' Reportauditors, whose reports have been furnished to us and our

opinion, insofar as it relates to the amounts included in respect

of these subsidiaries, joint ventures and associate, is based

solely on the report of the other auditors.

5. We report that the consolidated financial statements have

been prepared by the Company in accordance with the

requirements of Accounting Standard 21, Consolidated

Financial Statements, Accounting Standard 23, Accounting

for Investments in Associates in Consolidated Financial

Statements and Accounting Standard 27, Financial Reporting

of Interests in Joint Ventures issued by the Institute of

Chartered Accountants of India and on the basis of the

separate audited financial statements of Motherson Sumi

Systems Limited and its subsidiaries, joint ventures and

associate, included in the consolidated financial statements.

6. We refer to note on B-6 of Schedule XIII regarding managerial

remuneration amounting to Rs.3,041 thousand for the

current year paid to whole time director, being a non resident

whose appointment is subject to approval by the Central

Government.

In the event that the Central Government approval is not

received, these amounts are to be refunded by such directors.

This would then result in profit after taxation for the year to

be Rs. 2,213,996 thousand (as against reported figure of Rs.

2,211,989 thousand), credit balance of Profit and Loss

Account to be Rs.3,934,609 thousand (as against the reported

figure of Rs. 3,932,602 thousand), net Current Assets to be

Rs..3,171,744 thousand (as against the reported figure of

Rs.3, 168,703 thousand).

7. On the basis of the information and explanations given to us

and on consideration of the separate audit reports on individual

audited financial statements of Motherson Sumi Systems

Limited and its aforesaid subsidiaries, joint ventures and

associate, and subject to our comments in paragraph 6 above

in our opinion, the consolidated financial statements give a

true and fair view in conformity with the accounting principles

generally accepted in India:

(a) in the case of the consolidated balance sheet, of the

consolidated state of affairs of Motherson Sumi Systems

Limited and its subsidiaries as at March 31, 2009;

(b) in the case of the consolidated profit and loss account, of

the consolidated results of operations of Motherson Sumi

Systems Limited and its subsidiaries for the year ended

on that date; and

(c) in the case of the consolidated cash flow statement, of the

consolidated cash flows of Motherson Sumi Systems Limited

and its subsidiaries for the year ended on that date.

Kaushik Dutta

Partner

Membership No. F 88540


Place: Noida Price Waterhouse

Date: June 29, 2009 Chartered Accountants


Consolidated Balance Sheet as at March 31, 2009


Schedule As at As at

March 31, 2009 March 31, 2008

SOURCES OF FUNDS

Shareholders' Funds

Share Capital I 355,554 355,554

Reserves & Surplus II 7,475,548 5,003,153

7,831,102 5,358,707

Minority Interest

Capital 1,622,841 252,322

Reserves 377,274 (26,551)

Loan Funds

Secured Loans III 5,590,611 1,749,941

Unsecured Loans IV 3,360,316 3,141,274

Deferred tax liability(net) (Refer B (9) of Schedule XIII) 145,021 40,136

TOTAL 18,927,165 10,515,829

APPLICATION OF FUNDS

Fixed Assets

Gross Block V 30,175,446 9,491,662

Less: Depreciation 16,275,691 3,460,338

Net Block 13,899,755 6,031,324

Capital Work in Progress 1,512,239 282,179

15,411,994 6,313,503

Investments VI 81,206 49,637

Current Assets, Loans and Advances VII

Inventories 6,111,514 2,893,381

Sundry Debtors 6,132,272 3,287,397

Cash & Bank Balances 2,766,232 953,550

Loans & Advances 4,129,470 1,904,742

19,139,488 9,039,070

Less: Current Liabilities & Provisions VIII

Current Liabilities 12,286,000 3,667,429

Provisions 3,684,785 1,638,738

15,970,785 5,306,167

NET CURRENT ASSETS 3,168,703 3,732,903

Miscellaneous Expenditure (To the extent not written off or adjusted) IX 265,262 419,786

TOTAL 18,927,165 10,515,829

Significant Accounting Policies and Notes forming part of the Accounts XIII

This is the Consolidated Balance Sheet The schedules referred above form integral part of the Consolidated Balance Sheet

referred to in our report of even date



M.No.: F88540




Place : Noida




This is the Consolidated Profit and Loss Account The schedules referred above form integral part of the Consolidated

referred to in our report of even date Profit and Loss Account



M.No.: F88540




Place : Noida


Consolidated Profit and Loss Account for the year ended March 31, 2009


Schedule For the year ended For the year ended

March 31, 2009 March 31, 2008

INCOME

Sale of Finished Goods (Gross) 27,834,070 22,721,233

Less: Excise duty 1,877,689 2,439,984

Sale of Finished Goods (Net) 25,956,381 20,281,249

Other Income X 1,609,711 510,519

TOTAL 27,566,092 20,791,768

EXPENDITURE

Manufacturing and other expenses XI 23,561,398 17,439,020

Depreciation & Impairment (Refer B (6) of Schedule XIII) 1,090,563 846,599

Interest (net) XII 354,349 243,942

TOTAL 25,006,310 18,529,561

Profit Before Taxation and share of profit in Associates 2,559,782 2,262,207

Share of Profit in Associate (Refer B (3) (c) & A (2) (e) (i) of Schedule XIII) 871 2,143

Profit Before Taxation 2,560,653 2,264,350

Tax Expense

Provision for Current Income Tax 366,320 528,839

Provision for Deferred IncomeTax (Refer B (9) of Schedule XIII) (42,080) (35,532)

Provision for Wealth Tax 1,586 2,577

Provision for Fringe Benefit Tax 20,268 17,929

2,214,559 1,750,537

Less : Income Tax for earlier years 2,571 108

Profit After Taxation 2,211,988 1,750,429

- Concern share 1,762,523 1,778,618

- Minority 449,465 (28,189)

Add: Balance brought forward from previous year 2,863,017 1,910,489

Surplus Available For Appropriation 4,625,540 3,689,107

APPROPRIATIONS

Transfer to General Reserve 123,583 264,517

Proposed Dividend 479,998 479,994

Tax on Dividend 81,576 81,579

Tax paid on Dividend by consolidated companies 7,782 -

Balance Carried to Balance Sheet 3,932,601 2,863,017

TOTAL 4,625,540 3,689,107

Earning per share (Basic/ Diluted) of face value Re. 1/- each 4.96 5.03

(Refer B (8) of Schedule XIII)

Significant Accounting Policies and Notes forming part of the Accounts XIII




Particulars For the year ended For the year ended

March 31, 2009 March 31, 2008

A. Cash flow from operating activities:

Net (loss)/profit before tax 2,560,653 2,264,350

Share of Profit in Associate (871) (2,143)

Depreciation & Impairment 1,090,563 846,599

Technical Fees included in Legal & Professional - 26,207

Interest Expense 383,419 288,611

Interest Income (29,070) (44,668)

Income from Investment - Dividends (901) (293)

(Profit)/Loss on Fixed Assets sold (includes profit on sale

of land Rs. Nil (previous year Rs. 240,041 thousand)) (12,796) (249,010)

Provision for diminution in value of Short Term

Investments created/(written back) 187 (5)

Debts / Advances Written off 24,195 3,197

Provision for Bad & Doubtful Debts / Advances 4,620 14,008

Liabilities no longer required written back (9,024) (17,001)

Provision for employee benefit 15,719 8,692

Unrealised foreign exchange (gain) /loss 410,393 256,223

Provision for warranty 6,581 2,789

Other Provision 53,999 -

Contribution from business stakeholders' consequent to

acquisition (Refer B 4 (b) (ii) of Schedule XIII) (1,119,103) -

Operating profit before working capital changes 3,378,564 3,397,556

Adjustments for changes in working capital :

- (Increase)/Decrease in Sundry Debtors 338,581 (870,322)

- (Increase)/Decrease in Other Receivables 215,131 (445,445)

- (Increase)/Decrease in Inventories (14,017) (811,815)

- (Increase)/Decrease in Trade and Other Payables (910,465) 1,119,346

Cash generated from operations 3,007,794 2,389,320

- Taxes (Paid) / Received (Net of TDS) (509,330) (424,486)

Net cash from operating activities 2,498,464 1,964,834

B. Cash flow from Investing activities:

Purchase of fixed assets including capital work in progress

- Addition During the year (2,755,770) (2,065,617)

Proceeds from Sale of fixed assets 128,512 370,439

Consideration paid for acquisition of business of Empire Rubber - (188,834)

Interest Received (Revenue) 27,071 55,935

Dividend Received 901 293

Consideration paid on acquisition of subsidiaries of Visiocorp Plc

(in administration) (Refer B 4 (b) (i) of Schedule XIII) (1,691,820) -

Investment in Joint Venture (Refer A 2(e)(i) of Schedule XIII) (20,974) -

Net cash used in investing activities (4,312,080) (1,827,784)

Consolidated Cash Flow Statement



Particulars For the year ended For the year ended

March 31, 2009 March 31, 2008

C. Cash flow from financing activities:

Proceeds from minority Share holders 1,112,390 77,373

Proceeds from long term borrowings

Receipts 1,065,209 128,743

Payments (101,128) (395,126)

Proceeds from short term borrowings

Receipts 2,191,306 10,000

Payments (145,946) -

Proceeds from Cash Credits (net) (391,686) 543,817

Finance Lease Rent (interest part only) (8,700) -

Interest Paid (213,180) (130,805)

Dividend Paid (478,704) (351,733)

Dividend Tax Paid (81,576) (59,879)

Net cash used in financing activities 2,947,985 (177,610)

Net Increase/(Decrease) in Cash & Cash Equivalents 1,134,369 (40,560)

Cash and cash equivalents - Opening 953,550 993,577

Cash and Cash Equivalents on acquisition of subsidiaries of Visiocorp Plc

(in administration) (Refer B 4 (b) (i) of Schedule XIII) 650,261 -

Total Cash and Cash Equivalents as per cash flow statement 2,738,180 953,017

Cash and cash equivalents comprise

Cash In Hand 15,089 6,237

Cheques In Hand 637 220,990

Deposit Account 595,485 308,463

Balance with Banks 2,155,021 417,860

Total Cash and cash equivalents 2,766,232 953,550

Cash and Cash Equivalents include :

Cash & bank balances as per Balance Sheet (restated) 2,766,232 953,550

Net Unrealised Loss on Foreign Currency Cash & Equivalents (28,052) (533)

Total 2,738,180 953,017

NOTES:

(i) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on Cash

Flow Statement issued by the Institute of Chartered Accountants of India .

(ii) Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.

(iii) Following non cash transactions have not been considered in the cash flow statement :

- Tax deducted at source on income.

(iv) Figures in brackets indicate cash outgo.

This is the Consolidated Cash Flow Statement for and on behalf of the Board

referred to in our report of even date



M.No.: F88540




Place : Noida


Consolidated Cash Flow Statement



As at As at

March 31, 2009 March 31, 2008

SCHEDULE I - SHARE CAPITAL

Authorised



Issued



Subscribed and Paid up



Total 355,554 355,554

(Of the above shares 6,090,000 (Previous Year 6,090,000) shares are allotted as fully paid up pursuant to a contract for consideration

other than cash)

(Of the above shares 282,737,000 (Previous Year 282,737,000 ) shares are allotted as fully paid bonus shares by way of capitalisation

of share premium and general reserve).

(Of the above shares 3,220,000 (Previous Year 3,220,000 ) shares are allotted by way of conversion of Zero Coupon Foreign

Currency Convertible Bonds)

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

As at As at

March 31, 2009 March 31, 2008

SCHEDULE II - RESERVES & SURPLUS

Revaluation Reserve 20,031 20,031

Reserve on Amalgamation 572,346 572,346

Securities Premium Account 291,143 291,143

General Reserve



Deductions on adoption of

Accounting Standard 15( Revised) - 436

Deduction on Others - 1,349,842 117,445 1,226,259

Exchange Reserve on Consolidation (Refer A(10) of Schedule XIII)

As per Last Balance Sheet 4,870 (46,722)


Deductions during the year - 219,736 - 4,870

Capital Reserve on Consolidation (Refer A (2) and B (4) (b) (i) of Schedule XIII)

As per Last Balance Sheet 25,487 25,487

Additions during the year 1,064,362 -

Deductions during the year - 1,089,849 - 25,487

Profit and Loss Account


Additions during the year 1,193,167 1,217,045

Deductions during the year 123,583 3,932,601 264,517 2,863,017

Total 7,475,548 5,003,153



As at As at

March 31, 2009 March 31, 2008

SCHEDULE III - SECURED LOANS

Working Capital Facilities

(i) From Banks 1

- Rupee Loan 649,655 1,228,432

- Foreign currency Loan 1,176,322 158,046

Long Term Loans

(i) From Banks 2

- Rupee Loan 3

60,571 73,263

- Foreign currency Loan 4

3,405,249 244,086

(ii) From Others

- Rupee Loan 5

77,983 14,433

- Finance lease liabilities 6

199,720 -

- Vehicle Loan 7

21,111 31,681

TOTAL 5,590,611 1,749,941

1

Includes: - Rs.41,716 thousand (previous year Rs. 56,007 thousand) secured by first charge by way of hypothecation of stock &

book debts and by second charge on plant & machinery and other immovable property both present and future of Kyungshin

Industrial Motherson Limited.

- Rs.6,242 thousand (previous year Rs.197 thousand) secured on primary mortgage over plant and machinery and additional

security over stocks and debtors of Motherson Electrical Wires Lanka Private Limited.

- Rs.13,593 thousand (previous year Nil) secured over machinery of Mothersonsumi Reiner GmbH.

- Rs.35,522 thousand (previous year Nil) secured over assets (like Land & Building & sets of tangible fixed assets) of MSSL

Advanced Polymers s.r.o,

- Rs.518 thousand (Previous Year Nil) secured by first charge by way of hypothecation of all present and future stocks, cash and

other current assets and second charge by way of hypothecation of all tangible movable fixed assets of the Balda Motherson

Solution India Limited.

- Rs.28,136 thousand (Previous Year Rs. 2,448 thousand) secured by first charge by way of hypothecation of all present and

future stocks, cash and other current assets and second charge by way of hypothecation of entire moveable fixed assets

(excluding tools & dies charged to customers, vehicles & leasehold improvements) of the Visiocorp Motherson Limited.

- Rs. 326,813 thousand (Previous Year Nil), under factoring arrangements, secured against underlying receivables, Rs. 468,197

thousand (Previous Year Nil) secured by mortgage on plant and machinery of Visioncorp Poong Jeong Co. Ltd. South Korea.

- Rs. 52,237 thousand (Previous Year Nil) secured by mortgage of the Lonsdale and Taree land and buildings fixed and floating

charge over all other assets Visiocorp Holding Australia Pty Ltd., Visiocorp Australia Pty Ltd., Visiocorp Taree Pty Ltd. and equity

cross guarantees between Visiocorp Holding Australia Pty Ltd,Visiocorp Australia Pty Ltd, Visiocorp Taree Pty Ltd. and the

balance secured by first charge by way of hypothecation of all present and future stocks, book debts and other specified

moveable assets of the Company and second charge by way of hypothecation of all present and future immoveable property.

2

Due within a year are Rs. 320,098 thousand (Previous Year Rs. 69,270 thousand).

3

Rs. 42,283 thousand (Previous Year Rs 42,500 thousand) secured by first charge by way of equitable mortgage of land and

building and hypothecation of plant & other assets and by second charge on current assets of Kyungshin Industrial Motherson

Limited. Rs.18,288 thousand (Previous Year Nil) secured by first pari passu charge on all present and future stocks, books debts

and plant and machinery of Visiocorp Motherson Limited.



4

Rs. 2,026,950 thousand (Previous Year Nil) Secured by first pari passu charge/assignment of all receivables, all the movable,

intangible assets and immovable assets, of Samvardhana Motherson Visiocorp Solution Limited (SMVSL) and its subsidaries .

Further secured by pledge of shares of SMVSL held by the Company and corporate guarantee of Samvardhana Motherson

Finance Limited (joint venturer) and the Company. Rs. 96,438 thousand (Previous Year Nil) secured by mortgage of plant and

machinery of Visiocorp Poong Jeong Company Limited, South Korea.The balance secured by first pari-passu charge on entire

fixed assets both moveable and immoveable of the Company present and future and second pari-passu charge on the entire

current assets of the Company. These are also secured by way of deposit of title deeds of specified properties.

5

i) Tooling advances received from customers are repayable by way of amortisation on supply of components and hence cannot

be distinguished between short term and long term

ii) Secured by hypothecation of specific moulds used for production of components.

6

i) Due within a year Rs 61,204 thousand (Previous Year Nil).

ii) Secured by specified property, plant and machinery acquired under lease and hire purchase arrangements.

7

i) Due within a year Rs 8,478 thousand (Previous Year Rs 10,561 thousand).

ii) Secured by hypothecation of specific vehicles purchased against such loans.


As at As at

March 31, 2009 March 31, 2008

SCHEDULE IV - UNSECURED LOANS

Short term loans

- From Banks 34,153 -

- Other than Banks 1

32,400 71,224

- Foreign Currency Loan 148,231 -

Long term loans

From Other than Banks

- Rupee Loan 2

44,657 54,237

- Foreign currency Loan 3

30,347 124,401

- Zero Coupon Foreign Currency Convertible Bonds (Refer B (5) of Schedule XIII) 3,070,528 2,891,412

TOTAL 3,360,316 3,141,274

1

Repayable on demand

2

Tooling advances received from customers are repayable by way of amortisation on supply of components and hence cannot be

distinguished between short term and long term.

3

Long term loans due within a year are Rs.Nil (Previous Year Rs. 124,401 thousand).




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III)



As at As at

March 31, 2009 March 31, 2008


A. Current Assets

1. Stock in Trade (Refer A(6) and A (2) (e) (ii) of Schedule XIII)

(i) Finished Goods 1,490,928 726,658

(ii) Work in Progress 729,694 498,439

(iii) Raw Material & Components 2,627,543 1,391,972

(iv) Goods in Transit(Raw Material & Components) 469,661 254,135

(v) Store & Spares 793,688 22,177

(1) 6,111,514 2,893,381

2 Sundry Debtors (Unsecured, unless otherwise stated)

(i) Outstanding for more than six months

Considered Good 932,755 29,968

Considered Doubtful1

198,332 9,950

1,131,087 39,918

Less : Provision for doubtful debts1

198,332 9,950

932,755 29,968

(ii) Other Debts

Considered good 5,199,517 3,257,429

Considered Doubtful2

76,577 2,189

5,276,094 3,259,618

Less : Provision for doubtful debts2

76,577 2,189

5,199,517 3,257,429

(2) 6,132,272 3,287,397


As at As at

March 31, 2009 March 31, 2008

SCHEDULE VI - INVESTMENTS

Long-term Investments

1. In Associate

- Net Assets Value

As at the beginning of the year 21,533 - 19,390

Additions consequent to acquisition of subsidiaries of

Visiocorp Plc (in administration) 1, 2

20,974 - -

Share of Profit in Associate 871 43,378 2,143 21,533

2. In Others 37,417 27,506

Short Term Investments in Shares 411 598

Total 81,206 49,637

1

Refer A (2) (e) (i) of Schedule XIII.

2

Refer B (4) (b) (i) of Schedule XIII.



As at As at

March 31, 2009 March 31, 2008


3 Cash and Bank Balances

(i) Cash in hand 15,089 6,237

(ii) Cheques in hand 637 220,990

(iii) Balance with Banks in

(a) Current Accounts 2,149,367 413,499

(b) Deposit account 3

595,485 308,463

(c) Dividend Account 5,654 4,361

(3) 2,766,232 953,550

TOTAL A (1+2+3) 15,010,018 7,134,328

B. Loans and Advances (Unsecured, unless otherwise stated)

(i) Advances recoverable in cash or in kind or for value to be received 4

Considered good 2,801,818 1,142,515

Considered doubtful 4,788 9,315

2,806,606 1,151,830

Less : Provision for doubtful advances 4,788 9,315

2,801,818 1,142,515

(ii) Deposits with Excise, Customs & Govt Authorities 1,327,652 762,227

TOTAL B 4,129,470 1,904,742

GRAND TOTAL (A+B) 19,139,488 9,039,070

1

Includes debt of Rs 188,447 thousand on account of acquisition of subsidiaries of Visiocorp Plc (in administration)

2

Includes debt of Rs 76,577 thousand on account of acquisition of subsidiaries of Visiocorp Plc (in administration)

3

i) Deposits pledged with Excise & Sales Tax authorities Rs.125 thousand (Previous Year Rs.60 thousand)

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

4

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

As at As at

March 31, 2009 March 31, 2008


A. Current Liabilities

(i) Sundry Creditors 10,374,742 2,965,407

(ii) Advance from customers 1,099,485 233,287

(iii) Other Liabilities 781,146 460,695

(iv) Investor Education & Protection Fund shall be credited by

the following amount

- Unpaid Dividend 5,654 4,361

(v) Interest Accrued but not due 24,973 3,679

12,286,000 3,667,429





As at As at

March 31, 2009 March 31, 2008


B. Provisions

(i) Premium on Redemption of Zero Coupon Foreign Currency

Convertible Bonds 926,225 856,102

(ii) For Dividend (including tax thereon) 561,573 561,573

(iii) For Wealth Tax 2,798 2,546

(iv) For Income Tax (net) 407,846 105,743

(v) For Fringe Benefit Tax 3,596 90

(vi) For employee benefit (Refer A (7) of Schedule XIII) 597,200 107,381

(vii) For Warranty (Refer B (10) of Schedule XIII) 286,190 5,303

(viii) For Onerous Contracts (Refer B (10) of Schedule XIII) 126,549 -

(ix) For Others (Refer B (10) of Schedule XIII) 772,808 -

3,684,785 1,638,738

TOTAL (A+B) 15,970,785 5,306,167

As at As at

March 31, 2009 March 31, 2008

SCHEDULE IX - MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted)

(Refer B (5) of Schedule XIII)

Premium on Redemption/ Issue Expenditure of Zero Coupon


Opening Balance 419,786 584,835

Less: Written off during the year 154,524 165,049

TOTAL 265,262 419,786




March 31, 2009 March 31, 2008

SCHEDULE X - OTHER INCOME

Other Income

(a) Dividend Received

- From Others1

901 293

(b) Rent 48,690 33,893

(c) Provision for dimunition in investment written back - 5

(d) Service Income 177,450 101,902

(e) Liabilities no loger required written back 9,024 17,001

(f) Profit on sale of Land - 240,041

(g) Profit on sale of other fixed assets 12,796 8,969

(h) Contribution received from bussiness stakeholders on acquisition of subsidiaries

of Visiocorp Plc (in administration) (Refer B (4) (b) (ii) of Schedule XIII) 1,119,103 -

(i) Miscellaneous Income 241,747 108,415

TOTAL 1,609,711 510,519

1

Includes dividend from Short term Non- Trade investments 22 293

Schedules forming part of the Consolidated Profit and Loss Account

For the year ended March 31, 2009


March 31, 2009 March 31, 2008


OTHER EXPENSES

Materials consumed

Opening Stock

Raw materials 1,391,972 969,479

Work-in-progress 498,439 356,901

Finished goods 726,658 494,926

Increase in opening stock on acquisition of subsidiaries of Visiocorp Plc

(in administration) (Refer B (4) (b) (i) of Schedule XIII)

Raw materials 1,119,643 -

Work-in-progress 260,101 -

Finished goods 913,221 -

4,910,034 1,821,306

Add : Purchases of Raw materials 15,338,292 12,142,549

Less : Closing Stock

Raw materials (2,627,543) (1,391,972)

Work-in-progress (729,694) (498,439)

Finished goods (1,490,928) (726,658)

Less : Stock damaged due to fire

Raw materials - (59,860)

Work-in-progress - (28,022)

Finished goods - (17,425)

Translation adjustment on stocks taken to exchange reserve on consolidation 92,692 -

Total consumption for goods sold 15,492,853 11,241,479


Schedules forming part of the Consolidated Profit and Loss Account

For the year ended March 31, 2009



March 31, 2009 March 31, 2008


OTHER EXPENSES

Salary, wages, bonus etc 2,883,380 2,042,847

Contribution to Provident & Other Fund 315,476 226,061

Staff Welfare 240,886 197,829

Electricity, Water and Fuel 455,452 363,116

Repairs and Maintenance :

Machinery 217,355 215,889

Building 106,040 131,001

Others 167,780 161,339

Consumption of Store and Spare parts 233,869 187,797

Conversion charges 233,478 357,917

Lease rent 177,422 71,931

Rent 172,844 135,148

Rates & taxes 16,043 11,339

Insurance 83,564 67,064

Donation 8,485 7,357

Travelling 256,843 238,533

Freight & forwarding 602,809 452,238

Royalty 103,284 96,241

Cash Discount 31,939 31,130

Commission 7,076 3,513

Provision for diminution in value of Short Term Investments 187 -

Exchange fluctuation(net)

Foreign Currency Convertible Bonds 249,239 265,996

Others 81,909 (104,362)

Bad Debts / Advances written off 24,195 3,197

Provision for Doubtful Debts/ Advances 4,620 14,008

Legal & professional expenses 543,156 500,042

Amount paid to certain bussiness stakeholders on acquisition of

subsidiaries of Visiocorp Plc (in administration) (Refer B (4) (b) (ii)) of Schedule (xiii) 110,745 -

Miscellaneous expenses 740,469 520,370

TOTAL 23,561,398 17,439,020


March 31, 2009 March 31, 2008

SCHEDULE XII - INTEREST (NET)

Interest and Finance Expense

- Privately Placed Debentures 20,224 22,882

- Fixed loans 75,080 16,253

- Amortisation of Premium / Issue expenditure on Redemption of Zero

Coupon Foreign Currency Convertible Bonds 154,524 165,049

- Others 133,591 84,426

Less : Interest Income (Gross)

- From Bank Deposits 22,839 14,962

- From Income Tax Refund 389 12,402

- From Others 5,842 17,304

TOTAL 354,349 243,942


Schedules forming part of the Consolidated Accounts

SCHEDULE XIII - SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting

The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the

applicable accounting standards notified under section 211 (3C) of the Companies Act, 1956 and the relevant provisions of the

Companies Act,1956. The Company follows the mercantile system of accounting and recognises income and expenditure on

accrual basis.

2. Principles of Consolidation

The Consolidated Financial Statements relate to Financial Statements of Motherson Sumi Systems Limited ('the Company') and

it's Subsidiary Companies, Joint Ventures and Associates ('the Group').

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

a) Subsidiaries

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

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

consolidated from the date of disposal.

iii) The financial statements of the Company and its Subsidiary Companies have been combined on a line-by-line basis by

adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-

group balances & intra-group transactions resulting in unrealised profits or losses.

iv) The excess of the cost of acquisition over the Company's portion of equity and reserves of the Subsidiary Company at

each time an investment is made in a subsidiary is recognised in the financial statements as goodwill. Negative

goodwill is recognised as capital reserve.

b) Investment in business entities over which the Company exercises joint control and the Company does not hold majority

voting power are accounted for using proportionate consolidation in accordance with Accounting Standard 27 "Financial

Reporting of Interest in Joint Venture".

c) Investment in Associates (entity over which the Company exercises significant influence, which is neither a subsidiary nor

a joint venture) are accounted for using the equity method in accordance with Accounting Standard 23 "Accounting for

Investments in Associates in Consolidated Financial Statements".

d) The Consolidated Financial Statements have been prepared using financial statements drawn upto same reporting dates

to the extent practicable and where financial statements used are drawn up to different reporting dates adjustments are

made for any significant transactions for events occurring between those dates and the date of this financial statement.

e) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and

other events in similar circumstances except as sated below and are presented to the extent possible, in the same manner

as the Company's separate financial statements.


In respect of the following the group follows different accounting policies as it is not considered feasible to make the

accounting policies uniform

i) The Group has reported its interest in a joint venture, Ningbo Visiocorp Huaxiang Automotive Mirrors Company

Limited (NVHAML) as an associate, using the equity method instead of using the proportionate consolidation method.

The Group's share in the revenues and the total expenditure of NVHAML for the period ended March 31, 2009 since

acquisition amount to Rs. 28,875 thousand and Rs. 30,667 thousand respectively. This does not impact the reported

profits of the Group for the year ended March 31, 2009 or the net assets of the Group as at March 31, 2009.

ii) In certain subsidiaries of the group, inventories are valued on a weighted average cost basis as against the group

policy of valuing inventories on First in First Out ('FIFO') cost basis. The total value of inventories valued on weighted

average basis amount to Rs. 670,497 thousand as at March 31, 2009.

3. Fixed Assets

i) The fixed assets except as stated in (ii) below are stated at cost less accumulated depreciation. Cost of acquisition or

construction is inclusive of inward freight, duties and taxes and other incidental expenses.

ii) The fixed assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) have

been stated at an amount inclusive of appreciation arising on revaluation of the assets by an approved valuer on December

31, 1998. The method adopted for revaluation of the assets are as under:

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

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

The Group charges assets costing less than Rs 5,000 to Rs. 350,000 to expenditure based on limits identified by each entity ,

which could otherwise have been included as Fixed Asset, because the amount is not material in accordance with Accounting

standard 10-' Accounting for fixed Assets'

4. Depreciation

i) Depreciation on fixed assets, except as stated in (ii) to (v) below, is provided from the month the asset is ready for

commercial production on a pro-rata basis based on useful life or where applicable, at the SLM rates prescribed in schedule

XIV to the Companies Act, 1956 whichever is higher. Accordingly the assets are amortised, on the straight line method as

per the rates below:

Indian Entities Overseas Entities

Rates % Rates %

Building -Residential 1.63 2.5-5

Building - Factory 3.34 1.52-20.00

Plant & machinery 4.75-25 5-25

Plant & machinery (Racks Stands & Trolleys) 100 8.00-100

Furniture, Fixtures & Office Equipments 16.67 7.69-33.33

Computers 33.33 9.86-33.33

Vehicles 25 9.86-33.33



ii) In respect of revalued assets, depreciation is being provided on the revalued amounts over the remaining useful life of the

assets at the SLM rates. Leasehold Land is amortised over the balance period of lease.

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

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

basis @ 50%.

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

5. Investments

Investments other than in subsidiaries, joint ventures and associates, which are accounted for separately as per Note 2 above,

are classified into long term and current investments. Long term investments are stated at cost. A provision for diminution is

made to recognise a decline, other than temporary, in the value of long term investments.

Current investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refers to the market

value of the investments arrived at on the basis of last traded prices as at the year-end.

6. Inventory

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

Raw materials, components, finished goods and work in progress are valued at cost or net realisable value, whichever is lower.

The basis of determining cost for various categories of inventories is as follows:

i) Stores and Spares, Raw Materials and Components First in First Out (FIFO) method other than in respect of certain

subsidiaries where costs are determined on a weighted average

basis. (Refer Note 2 (e)(ii) above)

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

overheads.

iii) Tools Cost less amortisation based on useful life of the items ascertained

on a technical estimate by the management

7. Employee Benefits

a) In respect of the companies incorporated in India

The Group makes regular contributions to the State administered Provident Fund which is charged against revenue. The

Group provides for long term defined benefit schemes of gratuity and compensated absences on the basis of actuarial

valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Group funds

the benefits through annual contributions to Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme.

The actuarial valuation of the liability towards the defined benefits of the employees is made on the basis of assumptions

with respect to the variable elements affecting the computations including estimation of interest rate of earnings on

contributions to LIC. The Group recognises the actuarial gains and losses in the profit and loss account in the period in

which they occur.



b) In respect of the companies incorporated outside India

Pensions

The Group operates various defined benefit pension plans, certain of which require contributions to be made to

separately administered funds whereas others are not funded.

The cost of providing benefits under the defined benefit plans is determined separately for each plan using the Projected

Unit Credit Method and is based on actuarial advice. The interest element of the defined benefit cost represents the

change in present value of scheme obligations resulting from the passage of time and is determined by applying the

discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation

during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-

term market returns on scheme assets, adjusted for the effect on the fair value of plan assets of contributions received and

benefits paid during the year.

The defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of

the defined benefit obligation (using a discount rate based on high quality corporate bonds), less any past service cost not

yet recognised and the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on

market price information and in the case of quoted securities is the published bid price.

The value of a net pension benefit asset is restricted to the sum of any unrecognised past service costs and the present

value of any amount the Group expects to recover by way of refund from the plan or reduction in the future contributions.

An economic benefit, in the form of a refund or a reduction in future contributions, is available if the Group can realise it

at some point during the life of the plan or when the plan liabilities are settled. In particular, such an economic benefit may

be available even if it is not realisable immediately at the balance sheet date. The economic benefit available does not

depend on how the Group intends to use the surplus. The Group determines the maximum economic benefit that is

available from refund, reduction in future contributions or a combination of both. Legal or contractual minimum funding

requirements in general stipulate a minimum amount or level of contributions that must be made to a plan over a given

period. Therefore, a minimum funding requirement may limit the ability of the entity to reduce future contributions and

considered respectively in determining the economic benefit from the plan.

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

payable.

Other Long term benefits

The Group recognises as an expenditure the present value of long term retention bonuses, where applicable based on the

expected amounts to pay by considering expectancies of employee fluctuation. The level of fluctuation significantly

impacts the amount to be paid in the future.

8. Revenue Recognition

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

Revenue from services is recognised as per the terms of the agreement, as the services are rendered and no significant

uncertainty exists regarding the amount of consideration.

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



9. Government grants and grants from other parties

Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions

will be met, usually on submission of a valid claim for payment. Government grants in respect of capital expenditure are

credited to the acquisition costs of the respective fixed asset and thus are released as income over the expected useful lives of

the relevant assets. Grants of a revenue nature are credited to income so as to match them with the expenditure to which they

relate.

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

government grants in their nature.

10. Foreign Currency Transactions

Transactions involving foreign currencies are recorded at the exchange rate prevailing on the transaction date. Foreign currency

monetary items are translated at the exchange rate prevailing at the balance sheet date and the gain/loss arising on such

translation is credited / charged to profit and loss account. Premium or discount arising at the inception of a forward exchange

contract is amortised as expense or income over the life of contract.

For the purpose of consolidation, the Company has translated Assets and Liabilities of subsidiaries outside India, whose operations

are classified as non-integral, at the year-end exchange rate and Income and Expenditure items at an average exchange rate

that approximates to the exchange rate prevailing on the date of transaction. The resultant translation adjustment is reflected

as a separate component of Shareholders' funds as "Exchange Reserve on Consolidation".

11. Borrowing Costs

The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. an asset that

necessarily takes a substantial period of time to get ready for its intended use, is charged to revenue in the period in which they

are incurred.

The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised

as part of the cost of that asset.

12. Leases

Lease rental in respect of assets under operating lease arrangements are charged to expense when due as per the terms of the

related agreement on a straight line basis over the term of lease.

Lease rental in respect of assets under finance lease transactions considered as financing arrangements in accordance with

Accounting Standard 19 - Leases and the leased asset is capitalised at an amount equal to the present value of future lease

payments and a corresponding amount is recognised as a liability. The lease payments made are apportioned between finance

charge and reduction of outstanding liability in relation to leased asset.

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

13. Taxation

Current Tax

Current tax is provided on the basis of tax payable on estimated taxable income computed in accordance with the applicable

provisions after considering the tax allowances and exemptions.



Deferred Taxes

In accordance with Accounting Standard 22 - ‘Accounting for Taxes on Income’ the deferred tax for timing differences

between the book and tax profits for the year is accounted for using the tax rates and laws that have been enacted or

substantially enacted as of the balance sheet date.

Deferred Tax Assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future;

however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised

only if there is virtual certainty of realisation of such assets.

Fringe Benefit Tax

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

14. Earnings Per Share (EPS)

The earning considered in ascertaining the Company's EPS comprises the net profit after tax (and includes the post tax effect

of any extra ordinary items) attributable to equity shareholders. The number of shares used in computing Basic EPS is the

weighted average number of shares outstanding during the year. The diluted EPS is calculated on the same basis as basic EPS,

after adjusting for the effect of potential dilutive equity shares.

15. Impairment of assets

Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable

amount is higher of an asset's net selling price and its value in use. Value in use is the present value of estimated future cash

flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.

16. Provisions and Contingent Liabilities

A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of

resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a

contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require

an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of

outflow of resources is remote, no provision or disclosure is made.

17. Use of Estimates

In the preparation of the financial statements, the management of the Company makes estimates and assumptions in conformity

with the applicable accounting principles in India that affect the reported balances of assets and liabilities and disclosures

relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and

expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee

retirement benefit plans, income taxes, the useful lives of fixed assets and intangible assets and estimates for recognising

impairment losses.

These estimates could change from period to period and also the actual results could vary from the estimates. Appropriate

changes are made to the estimates as the management becomes aware of changes in circumstances surrounding these estimates.

The changes in estimates are reflected in the financial statements in the period in which changes are made and, if material,

their effects are disclosed in the notes to the financial statements.



B. NOTES TO THE ACCOUNTS

1. Contingent Liabilities:

(Rs. in Thousands)

As at As at

March 31, 2009 March 31, 2008

a) In respect of Excise 1

15,550 13,798

b) In respect of Entry Tax 8,186 2,667

c) In respect of Sales Tax 13,558 13,784

d) In respect of Service Tax 7,535 4,743

e) In respect of Custom Duty 615 444

f) In respect of Stamp Duty 4,754 1,804

g) In respect of Income Tax 3,557 20,185

h) In respect of Labour Cases 15,850 14,891

i) Bank Guarantees furnished by the Company 138,585 99,293

1

Excludes interest

2. Outstanding Capital Commitments:

(Rs. in Thousands)

As at As at

March 31, 2009 March 31, 2008

Unexpired amount of the contracts on capital accounts and not

provided for (net of advances) 526,707 505,443

3. Consolidation:

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

Name of the Company Country of % voting power Reporting Dates

Incorporation held as at used for

March 31, 2009 Consolidation

MSSL Mauritius Holdings Limited Mauritius 100% December 31, 2008

MSSL Mideast (FZE) UAE 100% March 31, 2009

Motherson Electrical Wires Lanka Pvt. Limited Sri Lanka 100% March 31, 2009

MSSL Handels GmbH Austria 100% March 31, 2009

MSSL (S) Pte Ltd Singapore 100% March 31, 2009

Motherson PUDENZ WICKMANN Limited India 56.13% March 31, 2009

MSSL Global Wiring Limited India 100% March 31, 2009

MSSL GmbH (through MSSL Mideast (FZE)) Germany 100% December 31, 2008

MSSL (GB) Limited (through MSSL Mideast (FZE)) UK 100% December 31, 2008






Motherson Sumi Wiring System Limited (FZC)

(through MSSL Mideast (FZE)) UAE 51% December 31, 2008

MSSL Tooling Limited (FZE) (through MSSL

Mideast (FZE)) (Refer B(4) (a) below) UAE 100% December 31, 2008

MSSL Ireland Private Limited (through

MSSL Mauritius Holdings Limited) Ireland 100% December 31, 2008

Global Environment Management (FZC) (through

MSSL Mauritius Holdings Limited) UAE 78.82% December 31, 2008

MSSL Australia Pty Limited (through

MSSL (S) Pte. Ltd) Australia 80.00% December 31, 2008

MSSL Polymers GmbH (through MSSL GmbH) Germany 100% December 31, 2008

Motherson Sumi Reiner GmbH

(through MSSL GmbH) Germany 100% December 31, 2008

MSSL Advanced Polymers s.r.o

(through MSSL GmbH) Czech Republic 100% December 31, 2008

Motherson Orca Precision Technology GmbH

(through MSSL GmbH) Germany 51% December 31, 2008

MSSL s.r.l. Unipersonale (through MSSL GmbH) Italy 100% December 31, 2008

Global Environment Management Australia

Pty Limited (through Global Environment

Management (FZC)) Australia 100% December 31, 2008

Motherson Elastomers Pty Limited

(through MSSL Australia Pty Limited) Australia 100% December 31, 2008

Motherson Investments Pty Limited

(through MSSL Australia Pty Limited) Australia 100% December 31, 2008

Samvardhana Motherson Global Holding

Limited (SMGHL)(through MSSL Mauritius

Holdings Limited) Mauritius 51% March 31, 2009

Samvardhana Motherson Visiocorp

Solution Limited(SMVSL) (through SMGHL) Jersey 95% March 31, 2009

Elemental Growth Limited (through SMVSL) Hong Kong 100% March 31, 2009

Horizonfield Limited (through SMVSL) Cyprus 100% March 31, 2009

Visicorp Holding Germany GmbH (through SMVSL) 2

Germany 100% March 31, 2009

Visiocorp Automotive GmbH (through SMVSL) 2


Visiocorp Poong Jeong Co Ltd (through SMVSL) 2

South Korea 90% March 31, 2009

Visiocorp Hyosang Ltd (through SMVSL) 2

South Korea 90% March 31, 2009

Visiocorp Holding Australia Pty Ltd

(through SMVSL) 2

Australia 100% March 31, 2009







Visiocorp Australia Pty Ltd (through SMVSL) 2


Visiocorp Taree Pty Ltd (through SMVSL) 2


Visiocorp Hungary BT (through SMVSL) 2

Hungary 100% March 31, 2009

Visiocorp Grundbesitz GmbH & Co. KG

(through SMVSL) 2


Visiocorp Group Services GmbH (through SMVSL) 2


Visiocorp Management UK Ltd (through SMVSL) 2

UK 100% March 31, 2009

Portchester Ltd (through SMVSL) 2

UK 76.9% March 31, 2009

Visiocorp UK Ltd (through SMVSL) 2

UK 100% March 31, 2009

Visiocorp Automotive Valencia S.A.U.

(through SMVSL) 2

Spain 100% March 31, 2009

Visiocorp Services UK Ltd (through SMVSL) 2

UK 100% March 31, 2009

Visiocorp Holding USA LLP (through SMVSL) 2

USA 100% March 31, 2009

Visiocorp International USA Inc. (through SMVSL) 2

USA 100% March 31, 2009

Visiocorp USA Inc. (through SMVSL) 2

USA 100% March 31, 2009

Visiocorp France S.A. (through SMVSL) 2

France 100% March 31, 2009

Visiocorp Motherson Ltd (through SMVSL) 2

India 100% 3

March 31, 2009

Visiocorp Automotive Yancheng Co Ltd

(through SMVSL) 2

China 100% March 31, 2009

Visiocorp Automotive Beijing Co Ltd

(through SMVSL) 2


Visiocorp Holding Hungary KFT (through SMVSL) 2

Hungary 100% March 31, 2009

Visiocorp Espana S.A.U. (through SMVSL) 2

Spain 100% March 31, 2009

Visiocorp Mexico S.A. de C.V. (through SMVSL) 2

Mexico 100% March 31, 2009

Visiocorp Servicios S.A. de C.V. (through SMVSL) 2

Mexico 100% March 31, 2009

Visiocorp Verwaltungsgesellschaft GmbH

(through SMVSL) 2


Visiocorp Patents SARL (through SMVSL) 2

Luxembourg 100% March 31, 2009

Visiocorp Beteiligungs GmbH (through SMVSL) 2


B. Details of Associate Company are as follows:




SAKS Ancillaries Limited India 40.01% March 31, 2009


C. Details of Joint Venture Companies which have been considered in these consolidated accounts are as follows:




Visiocorp Motherson Limited India -3

March 31, 2009

Kyungshin Industrial Motherson Limited India 50% March 31, 2009

Woco Motherson Limited (FZC) (through MSSL

Mauritius Holdings Limited) U.A.E 33.33% December 31, 2008

Woco Motherson Elastomers Limited India 33.33% March 31, 2009

Woco Motherson Advanced Rubber

Technologies Limited India 33.33% March 31, 2009

Balda Motherson Solution India Limited India 40% March 31, 2009

Calsonic Kansei Motherson Auto Products Limited India 49% March 31, 2009

Ningbo Visiocorp Huaxiang Automotive

Mirrors Co. Ltd. 2,4


2

Acquired on March 06, 2009 and accordingly the consolidated Profit and Loss account includes results of these

subsidiaries/ joint venture companies from the date of acquisition till March 31, 2009. The statutory financial year end

for these entities is December 31. Refer Note B(4)(b)(i).

3

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

4

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

4. Acquisition / Investments during the year

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

MSSL Mauritius Holdings Limited, a wholly owned subsidiary has transferred 1,500 shares of face value AED 100 each

amounting to AED 150,000 (equivalent to Euro 32,504) in MSSL Tooling (FZE) to MSSL Mideast (FZE) also a wholly

owned subsidiary at par for a consideration of Euro 32,504. This does not have any impact on the consolidated financial

statements.

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

(i) On March 6, 2009, Samvardhana Motherson Visiocorp Solution Limited (SMVSL), incorporated in Jersey, 95 %

owned by Samvardhana Motherson Global Holdings Limited (SMGHL), together with its subsidiaries acquired all the

subsidiaries of Visiocorp Plc. (in administration) for a cash consideration of Euro 24.77 Million and issue of

consideration shares amounting to Euro 1.5 Million to the lenders of the erstwhile Visiocorp Group. SMGHL is a

joint venture of the Company and Samvardhana Motherson Finance Limited through company’s 100% Subsidiary

MSSL Mauritius Holdings Limited. The Group holds 51% in SMGHL.



As a result, the following principal subsidiaries were transferred (directly or indirectly) to the Company:

Name Country of Group interest

incorporation in %

Visicorp Holding Germany GmbH Germany 100%

Visiocorp Automotive GmbH Germany 100%

Visiocorp Poong Jeong Co Ltd South Korea 90%

Visiocorp Hyosang Ltd South Korea 90%

Visiocorp Holding Australia Pty Ltd Australia 100%

Visiocorp Australia Pty Ltd Australia 100%

Visiocorp Taree Pty Ltd Australia 100%

Visiocorp Hungary BT Hungary 100%

Visiocorp Grundbesitz GmbH & Co. KG Germany 94%

Visiocorp Group Services GmbH Germany 100%

Visiocorp Management UK Ltd United Kingdom 100%

Portchester Ltd United Kingdom 76.9%

Visiocorp UK Ltd United Kingdom 100%

Visiocorp Automotive Valencia S.A.U. Spain 100%

Visiocorp Services UK Ltd United Kingdom 100%

Visiocorp Holding USA LLP USA 100%

Visiocorp International USA Inc. USA 100%

Visiocorp USA Inc. USA 100%

Visiocorp France S.A. France 100%

Visiocorp Motherson Ltd India 51%

Visiocorp Automotive Yancheng Co Ltd China 100%

Visiocorp Automotive Beijing Co Ltd China 100%

Visiocorp Holding Hungary KFT Hungary 100%

Visiocorp Espana S.A.U. Spain 100%

Visiocorp Mexico S.A. de C.V. Mexico 100%

Visiocorp Servicios S.A. de C.V. Mexico 100%

Visiocorp Verwaltungsgesellschaft GmbH Germany 100%

Visiocorp Patents SARL Luxemburg 100%

Visiocorp Beteiligungs GmbH Germany 100%

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

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

b) Costs directly attributable to the acquisition of the Visiocorp incurred for consultants and legal advisors as well as

stamp duties amount to Rs. 146,075 thousand (Euro 2,162 thousand).



c) Costs directly attributable to the acquisition of the Visiocorp incurred for the release of securities provided by the

erstwhile Visiocorp Group to its financing parties amounting to Rs. 101,348 thousand (Euro1,500 thousand). The

consideration for these costs was the distribution of 150,000,000 shares (each having a nominal amount of

Euro 0.01).

The book value of the net assets acquired amount to Rs. 2,985,167 thousand (Euro 44,182 thousand). Accordingly

an amount of Rs. 1,064,362 thousand (Euro15,753 thousand), being the excess of the net assets acquired over

the acquisition cost has been recognised as a capital reserve on consolidation.

ii) Further SMVSL has recognised for a cash contribution receivable from certain business stakeholders. During the

reporting period, the Group recognised Rs.1,119,103 thousand (Euro16,704 thousand) as other income in respect of

the cash contribution. The cash contribution receivable has been included under "Advances recoverable in cash or in

kind" in B (i) of Schedule VII as at March 31, 2009 and has been collected subsequent to the year end.

iii) SMVSL has also accrued for an amount of Rs 110,744 thousand(Euro 16,533 thousand) for payments to be made to

certain business stakeholders for continued business support post acquisition of subsidiaries of Visiocorp Plc.(in

administration)

5. Issue of Zero Coupon Foreign Currency Convertible Bonds

During the year ended March 31, 2006, the Company issued Euro 50,300,000 Zero Coupon Convertible Bonds due 2010 (the

"Bonds"). These Bonds are listed in the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Bonds are convertible

either at the option of the holder at any time on or after August 24, 2005 (or such earlier date as is notified to the holders of

the Bonds by the Company) upto July 6, 2010 by holders into fully paid equity shares with full voting rights at par value of Re.

1.00 each of the Issuer ("Shares") at an initial Conversion Price (as defined in the "Terms & Conditions of the Bonds") of Rs. 74.35

per Share with a fixed rate of exchange on conversion of Rs. 52.01 = Euro 1.00. The Conversion Price is subject to adjustment

in certain circumstances.

The Bonds may otherwise be redeemed, in whole or in part, at the option of the Issuer, at any time on or after July 15, 2008

and prior to July 7, 2010 subject to satisfaction of certain conditions and at their "Early Redemption Amount" (as defined in the

"Terms & Conditions of the Bonds") at the date fixed for such redemption if the "Closing Price" (as defined in the "Terms &

Conditions of the Bonds") of the Shares translated into Euro at the "prevailing rate" (as defined in the "Terms & Conditions of the

Bonds") for each of 20 consecutive "Trading Days" (as defined in the "Terms & Conditions of the Bonds") the last of which occurs

not more than five days prior to the date upon which notice of such redemption is published, is greater than 130 per cent, of

the "Conversion Price" (as defined in the "Terms & Conditions of the Bonds") then in effect translated into euro at the rate of Rs.

52.01 = Euro 1.00.

The Bonds may also be redeemed, in whole, but not in part, at any time at the option of the Issuer at their Early Redemption

Amount, if less than 10 per cent, in aggregate principal amount of the Bonds originally issued is outstanding.

The Bonds may also be redeemed in whole, but not in part, at the option of the Issuer subject to satisfaction of certain

conditions including obtaining Reserve Bank of India ("RBI") approval, at their Early Redemption Amount, on the date fixed for

redemption in the event of certain changes relating to taxation in India.

Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed by the Issuer in Euros on July

16, 2010 at 126.77 per cent of its principal amount.




The issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such time

as the Shares cease to be listed or admitted to trading on the BSE and the NSE (as defined in the "Terms & Conditions of the

Bonds") in respect of the Issuer.

Consequent to the exercise of conversion option by holders of bonds of face value Euro 4.6 million, in the financial year ended

March 31, 2008, the outstanding balance as on March 31, 2009 is Euro 45,700,000.

5

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

6. During the year Balda Motherson Solution India Limited, a joint venture company has written down the entire block of fixed

assets (except for land) which constitute a cash generating unit based on the recoverable amounts of such assets. Consequently

the group has recognised Rs 111,740 thousand, equivalent to its share, as impairment in these financial statements. In the

previous year, the Company recognised an impairment loss to the extent of the entire carrying value of assets amounting to Rs.

28,807 thousand that were carried as Capital Work in Progress.

7. Payment to the Group's Auditors:

(Rs. in Thousands)


March 31, 2009 March 31, 2008

a) Statutory Audit Fees 6,626 5,790

b) Taxation Matters 337 397

c) Reimbursement of expenses 362 529

d) Others (certification charges and other services) 813 474

Total 8,138 7,190

8. Earning per share


March 31, 2009 March 31, 2008

Weighted Average number of Equity Shares of Re. 1 /- each 355,553,800 353,404,456

(Previous Year Re 1/- each ) outstanding at the end of the year

Net profit after tax available for equity Shareholders (Rs in thousand) 1,762,523 1,778,618

Basic/ Diluted6

Earnings (in Rupees) Per Share of Re. 1/- each. 4.96 5.03

(Previous Year Re 1/- each)

6

Potential conversion of Zero Coupon Foreign Currency Convertible Bonds issued is anti-dilutive and accordingly, has not been

considered in the calculation of diluted earning per share.


9. Deferred Tax

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

(Rs in Thousands)

Timing differences As at Additions on Exchange Credit/ As at

on account of: March 31, 2008 account of fluctuation (Charge) March 31, 2009

acquisition of for the year

subsidiaries of

Visiocorp Plc.

(in administration)7

Expenses charged in the (151,526) (42,938) (193) 82,380 (276,651)

financial statements but

allowable as deductions

in future years under the

Income Tax Act (to the

extent considered realisable)

Difference between 191,662 189,557 (153) (40,300) 421,672

depreciation as per

financial statement and

depreciation as per Income

Tax Return

Net Deferred Tax 40,136 146,619 (346) 42,080 145,021

Liability/ (Asset)

7

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

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

deferred tax assets.

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

(Rs in Thousands)

Warranty Onerous Contracts Other Total

Opening Balance 5,303 - - 5,303

Additions on account of acquisition of

subsidiaries of Visiocorp Plc.

(in administration)8

270,769 122,317 829,906 1,222,992

Additions during the year 6,582 - 53,998 60,580

Utilised / Reversed during the year (12,029) - (133,925) (145,954)

Exchange translation adjustment 15,565 4,232 22,829 42,626

Closing Balance 286,190 126,549 772,808 1,185,547

8

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




Warranty

A provision is recognised for expected warranty claims on products sold during the last year, based on past experience of the

level of repairs and returns. It is expected that most of these costs will be incurred in the next financial year. Assumptions used

to calculate the provision for warranties were based on current sales levels and current information available about returns

based on the warranty period for all products sold.

Onerous contracts

The provision for onerous contracts comprise for expected losses from customer contracts for the next one year. After this

period no provision is recorded as the Group is expecting to turn this customer contracts profitable by cost reductions and

renegotiations with the customers.

Other provisions

Other provisions mainly comprises of two major provisions. One relates to a former fully consolidated subsidiary of Visiocorp

Plc. (in administration) sold prior to the acquisition by the Group, Visiocorp Deutschland GmbH (formerly Schefenacker Mirrors

GmbH) for which an obligation exists concerning transfer of losses due to a profit and loss transfer agreement. The amount

recognised amounts to Rs. 445,929 thousand (Euro 6.6 million). The other provision relates to potential tax threats of the

erstwhile "Lighting" Division of Visiocorp Plc. (in administration) for an amount of Rs. 168,913 .thousand (Euro 2.5 million) that

the Group had taken over consequent on the acquisition of subsidiaries of Visiocorp Plc. (in administration).

11. Leases Obligation Disclosures

Finance Leases:

Assets acquired on finance lease and hire purchase contract comprise property and plant & machinery. These leases are

generally have terms of renewal but no purchase option and escalation clauses. Renewals are at the option of the lessee. Future

minimum lease payment under finance leases and hire purchase contracts are as follows:

(Rs in Thousands)


March 31, 2009 March 31, 2008

Payable not later than one year 58,309 -

Payable later than 1 year and not later than 5 years 139,860 -

payable later than 5 years 114,658 -

Total 312,827 -

Less: Future finance charges 113,104 -

Present value in respect of above 199,723 -

Operating Leases.

The Company has taken various commercial premises, motor vehicles, plant and machinery under non-cancellable operating

leases. The future minimum lease payments as at March 31, 2009 are as follows

(Rs in Thousands)

Payable not later than 1 year 227,073

Payable later than 1 year and not later than 5 years 176,844

Payable later than 5 years 71,281

Lease rental expenses in respect of operating lease is Rs 68,333 thousand.


12. Related Party disclosures

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

I. Relationships where control exists:

a. Joint Ventures:

Kyungshin Industrial Motherson Limited

Visiocorp Motherson Limited (upto March 06, 2009)


Woco Motherson Elastomer Limited

Woco Motherson Advanced Rubber Technologies Limited

Woco Motherson Limited (FZC)

Calsonic Kansei Motherson Auto Product Limited

Ningbo Visiocorp Huaxiang Automotive Mirrors Co. Limited

b. Associate Companies:

Saks Ancillaries Limited

c. Key Management Personnel:

i) Board of Directors:

Mr. V C Sehgal

Mr. Toshimi Shirakawa

Mr. Toshihiro Watanabe (w.e.f June 2, 2008)

Mr. M S Gujral

Mr. Bimal Dhar

Mr. H Murai

Maj. Gen Amarjit Singh (Retd)

Mr. Pankaj Mital

Mr Arjun Puri

Mr. Toshihide Ano

Mr. A. Yamauchi (upto June 1, 2008)

ii) Other Key Management Personnel:

Mr. Vivek Avasthi

Mr. Ravindra Mathur

Mr. G.N. Gauba

Mr. N Ramanathan

iii) Relatives of Key Management Personnel:

Mr. Laksh Vaaman Sehgal (Appointed Director w.e.f. April 30, 2009)

Ms. Renu Sehgal



Ms. Vidhi Sehgal

Ms. Geeta Soni

Ms. Neelu Mehra

Ms. Padma Avasthi

Mr. Harjit Singh

Ms. Upkar Gujral

Ms. Subina Avasthi

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

Motherson Auto Limited

Motherson Air Travel Agencies Limited

Ganpati Auto Industries

South City Motors Limited

ASI Motherson Communication Solution Limited

Motherson Techno Tools Limited

Sumi Motherson Innovative Engineering Limited

SWS India Management Support & Service (P) Limited

Vaaman Auto Industries

A Basic Concepts Design India Private Limited

Motherson Sumi Infotech and Designs Limited

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sis Bro Motor and Workshop Private Limited

Motoman Motherson Robotics Limited

NACHI Motherson Tool Technology Limited

Motherson

Samvardhana Motherson Finance Limited

A Basic Concepts Design Pty Limited

ATAR Mauritius Private Limited

Motherson Auto Solutions Private Limited

Motherson Machinery and Automations Private Limited

Spheros Motherson Thermal System Limited

Matsui Technologies India Limited

Motherson Moulds and Diecasting Limited

Webasto Motherson Sunroofs Limited

Anest Iwata Motherson Limited

Field Motor Private Limited

AES (India) Engineering Limited



Miyazu Motherson Engineering Design Limited

Anest Iwata Motherson Coating Equipment Limited

Nissin Advance Coating Indo Company Limited.

Magnetti Marelli Motherson Holding India BV

Magnetti Marelli Motherson Auto System Limited

Samvardhana Motherson Finance Services Cyprus Limited

Motherson Zanotti Refrigeration System Limited

Motherson Time Tooth Technologies Private Limited

Samvardhana Motherson Finance Services Inc.

Motherson Time Tooth Technologies Inc.

Tigers Connect Travel Systems and Solutions Limited

Samvardhana Motherson Holding (M) Private Limited.

Motherson Advanced Tooling Solutions Limited

Avon Hill Limited.

Fritzmeier Motherson Cabin Engineering Limited.

Air Factory Energy Limited

CTM India Limited.

e. Joint Venturer:

Sumitomo Wiring Systems Limited, Japan

Wilhelm Pudenz GmbH, Germany

Visiocorp Plc, UK (Upto March 06, 2009)

Kyungshin Industrial Co., Korea

Woco Franz Josef Wolf Holding GmbH, Germany

Balda AG, Germany

Calsonic Kansei Corporation, Japan

E-Compost Pty. Limited, Australia

Dermotech GmbH, Germany




II. Details of transactions, in the ordinary course of business at commercial terms, and balances with related parties as

mentioned in 12 (I) above:

(Rs. in Thousands)

S No Particulars Parties mentioned Parties mentioned in Parties mentioned in Parties mentioned in

in 12 (i) (a) above 12 (i) (b) & (d) above 12 (i) (e) above 12 (i) (c) above



1 Sale of Goods 1,346,216 901,237 48,819 19,157 364,410 389,407 36 -

2 Rendering of Services 190,211 99,763 24,379 19,467 75 - - -

3 Sale of Fixed Assets 252 7,941 - 59 - 76 - -

4 Purchase of Goods 47,340 36,278 356,212 467,797 1,694,322 1,259,629 - -

5 Purchase of Fixed Assets - 8,680 133,631 23,061 25,817 12,511 - -

6 Purchase of Services 11,608 8,198 406,588 314,452 12,857 9,741 4,707

9

5,119

9

7 Reimbursement (Net) 26,974 4,499 54,581 3,105 8,759 868 - -

8 Investments made during

the year 39,886 193,747 - - - 86,283 - -

9 Purchase of Shares - - - - - 20,443 - -

10 Sale of Shares - - 19,957 - 139,555 - - -

11 Royalty 7,862 5,399 179 - 97,152 87,932 - -

12 Remuneration/Sitting

Fees of Directors - - - - - - 14,765 18,852

13 Interest Income 2,076 11,030 3,409 36 - - - -

14 Interest Expense - - - 1,167 - - - -

15 Dividend Paid - - 135,979 100,725 199,404 136,911 28,792

10

21,384

10

16 Dividend Received 76,198 34,229 875 - - - - -

17 Advance Given against

Equity / Preference Shares - 11,739 - - -- - - -

18 Loans Received during the year 17,500 5,000 17,350 10,000 - - - -

19 Loans Given during the year 10,000 - 75,083 980 - - - -

20 Loans Repaid during the year 17,500 - 42,250 980 - 86,283 - -

21 Loans Received back

during the year 13,314 143,806 - - - - - -

22 Security Deposits Received 1,547 30,128 8,492 - - 7,043 - -

23 Security Deposits Repaid - 128 - - - - - -

Balances as at year end

24 Investments 679,490 638,622 38,230 38,230 - - - -

25 Advance Given against

equity /Preference Share - 11,739 - - - - - -

26 Loans Payable - 17,500 128,182 20,000 - - - -

27 Loans Receivable - 20,814 - - - - - -

28 Advances Receivable 12,484 1,496 64,621 8,524 3,112 - - -

29 Security Deposit Received 11,082 32,561 8,492 2,628 - - 96 -

30 Security Deposits Given - - 71,488 2,706 - - - 542

31 Trade Payable 13,775 8,974 110,626 89,651 75,834 232,391 - 193

32 Trade Receivable 253,835 125,698 67,552 3,826 28,573 33,274 - -

33 Minority Interest - - - - - - - -

The corresponding figures of the previous year have been regrouped and reclassified, wherever necessary.

9

Rent of Rs. 4,707 thousand (previous year Rs. 3,785 thousand) paid to Mr. V.C Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Renu Sehgal,

Ms. Vidhi Sehgal.

10

Dividend of Rs. 28,792 thousand (previous year Rs. 21,384 thousand) paid to Mr. V. C. Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Neelu

Mehra, Ms. Geeta Soni, Ms. Vidhi Sehgal, Mr. Pankaj Mital, Mr. M.S. Gujral, Mr. G.N.Gauba, Mr. Vivek Avasthi, Ms. Renu Sehgal,

Ms. Padma Avasthi, Ms. Subina Avasthi, Mr. Harjit Singh.



13. Segment Information

a) Information about Primary Business Segments

(Figure in Rupees Thousands)

Automotive Non automotive Unallocated Total



Segment revenue

External 23,968,581 17,788,192 3,441,127 3,138,418 270,286 12,028 27,679,994 20,938,638

Inter segment 113,902 146,870 - - - 113,902 146,870

Total revenue 23,854,679 17,641,322 3,441,127 3,138,418 270,286 12,028 27,566,092 20,791,768

-

Results -

Segment result 2,877,462 2,258,446 (6,621) 266,844 - 2,870,841 2,525,290

Interest expense (net of

Interest income) - - - - 354,349 243,943 354,349 243,943

Other Unallocable (net

of Income) - - - - (43,290) 19,140 (43,290) 19,140

Profit of Associate - - - - 871 2,143 871 2,143

Profit before taxation - 2,560,653 2,264,350

Provision for taxation - - - - 348,665 513,921 348,665 513,921

Net profit after tax - 2,211,988 1,750,429

- Concern Share - - 1,762,523 1,778,618

- Minority Share - - 449,465 (28,189)

Other items -

Segment assets 30,955,162 11,654,958 2,981,084 3,417,401 958,811 729,599 34,895,057 15,801,958

Segment liabilities 13,848,847 2,565,089 779,725 1,003,735 9,840,423

11

6,668,683 24,468,995

11

10,237,507

Capital expenditure 1,440,054 1,846,371 135,946 309,654 - - 1,576,000 2,156,025

Depreciation 842,346 720,202 248,217 126,397 - 1,090,563 846,599

Amortisation of Premium

on Redemption of Zero

Coupon Foreign currency

convertible bonds - - - 154,524 165,049 154,524 165,049

11

Does not include proposed dividend and tax thereon

b) Information about Secondary Business Segments

India Outside India

12

Unallocated Total



Revenue by geographical

markets

External 14,425,482 13,315,736 12,870,323 7,464,004 270,287 12,028 27,566,092 20,791,768

Total 14,425,482 13,315,736 12,870,323 7,464,004 270,287 12,028 27,566,092 20,791,768

Carrying amount of

segment assets 9,155,921 9,664,004 24,763,181 5,408,356 958,811 729,599 34,877,913 15,801,959

Addition to fixed assets 1,220,047 1,803,825 355,953 352,200 - - 1,576,000 2,156,025

12

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



c) Composition of Business Segments

The Group is organised into two main business segments, namely:

Automotive Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components,

Cockpit Assembly

Non Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components, Household Wires, Plates, Aerobin

d) Inter Segment Transfer Pricing

Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and

business risks, with an overall optimisation objective for the Group.

14. The long term defined employee benefits and contribution schemes of the Group are as under:

(A) Defined Benefit Schemes

(i) Gratuity / Pension Benefits

The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as below:

Gratuity Leave Encashment/

Compensated Absences

As At As At As At As At

March 31, 2009 March 31, 2008 March 31, 2009 March 31, 2008

Obligations at year beginning 750,677 70,292 27,619 21,104


Interest Cost 11,272 3,769 1,941 1,536


Benefit Paid (10,046) (5,647) (3,045) (9,238)

Effect of exchange rates changes (17,481) 296 - -

Obligations at year end 775,268 88,102 39,356 29,488

Change in plan assets

Plan assets at year beginning, at fair value 906,155 52,232 - -

Expected return on plan assets 10,534 4,218 - -

Actuarial gain / (loss) 1,096 1,560 - -

Contributions 24,907 14,231 - -

Benefits paid (6,370) (4,167) - -

Effect of exchange rates changes (23,538) - - -

Plan assets at year end, at fair value 912,784 68,074 - -

Reconciliation of present value of the

obligation and the fair value of

the plan assets:

Present value of the defined benefit

obligations at the end of the year 775,268 88,102 39,356 29,488

Fair value of the plan assets at the

end of the year 912,784 68,075 - -

Liability recognised in the Balance Sheet (137,516) 20,027 39,356 29,488

Defined benefit obligations cost for the year


Interest Cost 11,272 3,769 1,941 1,536

Expected return on plan assets (10,534) (4,218) - -


Net defined benefit obligations cost 40,488 17,383 14,782 17,622



Investment details of plan assets

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

under its Group Gratuity Scheme.

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

Indian Foreign

Discount Rate 7.0% - 8.0% 4.7% - 17.0%

Future salary increases 4.5% - 7.0% 5.0% - 15.0%

Expected return on plan assets 8.0% - 9.25% 8.33%

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion

and other relevant factors such as supply and demand factors in the employment market.

(B) Defined Contribution Schemes

The Group deposits an amount determined at a fixed percentage of basic pay every month to the State administered

Provident Fund, Employee State Insurance (ESI) and Social Insurance for the benefit of the employees. Accordingly,

the Group's contribution during the year that has been charged to revenue amounts to Rs.226,061 thousand.

15. Interest in Joint Ventures

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

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

Incorporation held as at held as at

31 March, 2009 31 March, 2008

Visiocorp Motherson Limited India - 13

49%

Kyungshin Industrial Motherson Limited India 50% 50%

Woco Motherson Limited (FZC) (through MSSL Mauritius

Holdings Limited) UAE 33.33% 33.33%

Woco Motherson Elastomers Limited India 33.33% 33.33%

Woco Motherson Advanced Rubber Technologies Limited India 33.33% 33.33%

Balda Motherson Solution India Limited India 40% 40%

Calsonic Kansei Motherson Auto Products Limited India 49% 49%

Ningbo Visiocorp Huaxiang Automotive Mirrors Co. Limited China 50% -

13

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



The following amounts represent the Groups share of the assets and liabilities and revenue and expenses of the joint

venture and are included in the consolidated balance sheet and consolidated profit & loss account:

(Rs. in Thousands)

Particulars March 31,2009 March 31,2008

Assets

Fixed Assets 934,481 624,473

Capital Work in Progress 4,712 20,965

Current Assets 836,826 1,115,383

Liabilities

Secured Loans 84,517 132,193

Unsecured Loans 34,153 23,387

Current Liabilities & Provisions 450,161 696,274

Deferred Tax (Net) 9,215 4,569

Reserves & Surplus 190,717 253,404

Revenue

Sales 3,420,030 2,294,134

Other Income 29,334 20,853

Expenditure 3,171,272 2,050,587

Profit before Tax 278,092 264,400

Provision for Tax 159,143 101,667

Profit after Tax 118,949 162,733

Contingent Liabilities

- In respect of Excise, Sales tax & Service tax matters 4,673 21,211

- Bank Guarantees 79,411 53,027

Capital Commitment 11,668 27,883

16. Subsequent Events

a) The Board of Directors' in their meeting held on June 29, 2009 have approved the purchase of Minority Interest of

43.87% in its Subsidiary Motherson PUDENZ WICKMANN Limited (MPWL). MPWL has net sales of Rs. 26,389 thousand

and profit after tax of Rs. 4,806 thousand for the year ended March 31, 2009.

b) Subsequent to the year end SMVSL has announced the intended closure of two of its facilities loctated in Germany and

Australia. The estimated cost of such closure, likely to be completed in the current financial year, net of financial supports

receivable is Rs. 236,478 thousand (Euro 3,500 thousand), which is not provided for in these financial statements.

c) On June 1, 2009 General Motors Corp. US Operations filed Chapter 11application. As of March 31, 2009 sundry debtors

of the Company relating to General Motors Corp. and its subsidiaries being affected by Chapter 11application amounted

to Rs. 67,565 thousand approximately (Euro 1,000 thousand) and was paid in its entirety prior to the bankruptcy event.

The Company has assessed the risk of outstanding and unpaid claims with General Motors as of the June 1, 2009 bankruptcy

date of approximately Rs. 74,322 thousand (Euro 1,100 thousand) and believes after considering General Motors expected

exit from bankruptcy, all amounts will be fully recovered. Further, in the event of a prolonged bankruptcy process, as a

deemed "critical supplier" to General Motors Corp., the Company is entitled to preferred status for payment of pre and

post bankruptcy petition claims.


17. The Group is required to comply with the local transfer pricing regulations, which are contemporaneous in nature. The companies

in the Group appoint independent consultants annually for conducting the transfer pricing study to determine whether the

transactions with the associate enterprises are undertaken during the financial year on an arm's length basis. Adjustments, if

any, arising from the transfer pricing study in the respective jurisdiction shall be accounted for as and when the study is

completed for the current financial year. The management is of the opinion that its international transactions are at arm's

length so that aforesaid legislation will not have any impact on the financial statements.

18. The current year figures includes the results of SMVSL which acquired the subsidiaries from Visiocorp Plc. (in administration)

from their date of acquisition (Refer B(4) (b)), hence are not comparable. The corresponding figures of previous year have been

regrouped, rearranged wherever necessary to conform to the current year's classification.



Vice Chairman Whole time Director Chief Operating officer



NOTICE

Notice is hereby given that the 22nd Annual General Meeting of

the Members of Motherson Sumi Systems Limited will be held on

Thursday, the 24th day of September, 2009 at 11:30 A.M. at FICCI

Golden Jubilee Auditorium, Federation House, Tansen Marg, New

Delhi-110001 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet of

the Company as at 31st March, 2009 and Profit & Loss Account

for the year ended on that date together with reports of the

Directors and Auditors thereon.

2. To declare the dividend for the year 2008-2009 on the equity

shares of the Company.

3. To appoint a Director in place of Mr. Bimal Dhar, who retires by

rotation and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Mr. Hiroto Murai, who retires

by rotation and being eligible offers himself for re-appointment.

5. To appoint Statutory Auditors of the Company to hold office

from the conclusion of this Annual General Meeting until the

conclusion of next Annual General Meeting at a remuneration

to be decided by the Board of Directors. M/s. Price Waterhouse,

Chartered Accountants, Gurgaon retire at the ensuing Annual

General Meeting and being eligible offer themselves for re-

appointment.

SPECIAL BUSINESS

6. To consider and, if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary

Resolution:

RESOLVED THAT Mr. Laksh Vaaman Sehgal, who was appointed

as an Additional Director of the Company w.e.f. 30th April,

2009 and who holds office till the date of the ensuing Annual

General Meeting in terms of Section 260 of the Companies

Act, 1956 and Article 85 (2) of Articles of Association of the

Company and in respect of whom the company has received a

notice in writing from a shareholder pursuant to Section 257 of

the Companies Act, 1956 proposing his candidature to the office

of Director, be and is hereby appointed as a Director of the

company, liable to retire by rotation."


modification(s), the following resolution as an Ordinary

Resolution:

RESOLVED THAT in supersession of the earlier resolutions,

consent of the Company be and is hereby accorded, under

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

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

Directors of the Company for borrowing from time to time

money(ies) as they may deem appropriate for the business and

purpose of the Company, notwithstanding that the money(ies)

to be borrowed, together with the money(ies) already borrowed

(apart from temporary loans obtained from the Company's

bankers in the ordinary course of business) may exceed the

aggregate of the paid-up capital of the Company and its free

reserves, that is to say, reserves not set apart for any specific

purpose, provided that the aggregate of the money(ies) that

may be borrowed by the Board of Directors shall not exceed

Rs. 6,000 Million (Rupees Six Thousand Million only) at any

time.


modification(s), the following resolution as a Special Resolution:

RESOLVED THAT in pursuance of Resolution No. 8 passed at

the Annual General Meeting of the Company held on 11th

August, 2008 for the appointment and remuneration of Mr.

Toshihiro Watanabe, Whole-time Director of the Company, and

in accordance with the provisions of Section 198, 269, 309,

310 and subject to Schedule XIII and other applicable provisions

of the Companies Act, 1956, if any, (including any statutory

modification or re-enactment thereof) and subject to the such

other approvals/sanctions as may be necessary, the approval of

the members be and is hereby accorded to the Board of Director's

resolution passed at their meeting held on 27th July 2009,

revising the remuneration of Mr. Toshihiro Watanabe, Whole-

time Director of the Company on the terms and conditions, as

set out in the explanatory statement which shall be deemed to

form part hereof.

RESOLVED FURTHER THAT the Board of Directors be and are

hereby authorized to further vary and/or revise the remuneration

of the said Whole-time Director within the permissible limits

under the provisions of the Companies Act, 1956 or any

statutory thereof, from time to time and to settle any question

or difficulty in connection therewith or incidental thereto.

By Order of the Board

G.N. GAUBA

Place : NOIDA Vice Present (Finance) &

Date : 27th July, 2009 Company Secretary

Regd. Office:




Notice+Proxy-FINAL.pmd 8/25/2009, 8:53 PM1

NOTES

1. Explanatory Statement pursuant to Section 173 (2) of the

Companies Act, 1956 relating to the Special Business to be

transacted at the meeting is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT ANOTHER PERSON AS

HIS PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD

OF HIMSELF. THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST BE

DEPOSITED WITH THE COMPANY AT ITS REGISTERED OFFICE

NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME

OF THE MEETING.

3. Corporate Members intending to send their authorized

representative(s) are requested to send a duly certified copy of

the Board Resolution authorizing their representative(s) to attend

and vote at the Annual General Meeting.

4. Register of Members and Share Transfer Books of the Company

shall remain closed from 18.09.2009 to 24.09.2009 (both days

inclusive). Dividend, if approved at the meeting, will be paid to

those members whose names appear as:

a) Beneficial Owners, as at the end of business hours on

17.09.2009 as per lists to be furnished by NSDL & CDSL in

respect of shares held in electronic form and;

b) Members in the Register of Members as on 24.09.2009

after giving effect to valid transfer requests received before

the close of business hours on 17.09.2009.

5. Members holding shares in physical form are requested to notify

change of address, if any, to the Company's Registrar and Share

Transfer Agents (RTA), M/s. Karvy Computershare Pvt. Ltd.,

"Karvy House" 46, Avenue 4, Street No. 1, Banjara Hills,

Hyderabad - 500 034 quoting correct Folio Number and in case

of shares held in dematerialized form to the concerned

Depository Participant.

6. Pursuant to the provisions of Section 205A of the Companies

Act, 1956, the amount of dividend which remains unclaimed

for a period of 7 years would be transferred to the "Investor

Education and Protection Fund (IEPF)", constituted by the Central

Government and the shareholder(s) would not be able to claim

any amount of dividend so transferred to the Fund. Accordingly,

the proposed date for the transfer of unclaimed dividend by

the Company for the year 2001-2002 to IEPF is 4th October,

2009.

7. Members/Proxies should bring the Attendance Slip duly filled

in for attending the meeting along with their copy of Annual

Report. No extra attendance slip and/or Annual Report will be

provided at the venue of the Annual General Meeting.

8. Members who hold shares in dematerialized form may kindly

note that their Bank Account details, as furnished by their

Depositories to the Company, will be printed on their dividend

warrants as per the applicable regulations of the Depositories

and the Company will not entertain any direct request from

such members for deletion of or change in such Bank Account

Details. Further, instructions, if any, already given by them in

respect of shares held in Physical form will not automatically be

applicable to shares held in electronic form. Members who wish

to change such Bank Account details are therefore requested to

advise their Depository Participants about such change with

complete details of Bank Account.

9. Members holding shares in physical form and desirous of availing

Electronic Clearing System (ECS) facility are advised to submit

particulars of their bank account, viz. name and address of

branch of the bank, 9 digit MICR code, type of account and

account number to the Company's Registrar and Share Transfer

Agents (RTA), M/s. Karvy Computershare Pvt. Ltd.

10. The relevant details as required under Clause 49 of the Listing

Agreement entered with Stock Exchange of person seeking

appointment/re-appointment as Director is also annexed and

forms part of this Notice.

11. All the material documents, resolutions passed by the Board of

Directors with regard to proposed Resolutions at item No. 8,

Memorandum and Articles of Association of the Company etc.

are open for inspection to the members till the conclusion of

the Annual General Meeting at the registered office of the

Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF

THE COMPANIES ACT, 1956

Item no. 6

With a view to giving further boost up of the Company and

strengthen the Board of Directors, the Directors of the Company

appointed Mr. Laksh Vaaman Sehgal as an Additional Director of

the Company w.e.f. 30th April, 2009.

Mr. Vaaman has done MBA degree from Columbia Business School

(USA). He has also spent 3 years working with the group's

collaborators in Germany and Japan. Presently he is CEO of

Samvardhana Motherson Visiocorp Solution Limited, Jersey.

In accordance with the provisions of Section 260 of the Companies

Act, 1956 and Article 85 (2) of Articles of Association of the Company,

he holds office upto the date of this Annual General Meeting.

The Company has received a notice from a member of the Company

alongwith requisite fee under section 257 of the Companies Act,

1956 signifying his intention to propose the appointment of Mr.

Laksh Vaaman Sehgal to the office of Director.

The Board recommends the appointment of Mr. Laksh Vaaman

Sehgal as a Director of the company.

Mr. Laksh Vaaman Sehgal himself and Mr. Vivek Chaand Sehgal,

Director being related to him be deemed to be interested and/or

concerned in this item of business. No other Director is interested

or concerned in the resolution.

Item no. 7

Under section 293(1)(d) of the Companies Act, 1956, exercise of

borrowing powers by the Board of Directors of the Company in

excess of its paid up Share Capital and free reserves (apart from

temporary loans obtained from the Company's bankers in the

ordinary course of business) requires approval of the members of

the Company by an ordinary resolution.

Presently, the Board is authorised by a resolution of the shareholders

dated July 30, 2007 to borrow monies for the business purposes of

the Company within an overall limit of Rs.5,000 Millions (Rupees

Five Thousand Millions) apart from temporary loans to be obtained

from the Company's bankers in the ordinary course of business.

Your Company today is growing at a fast pace both organically and

inorganically. To take care and successfully implement its ambitious

plans, the Company would require to infuse substantial funds and

accordingly may have to depend on large amount of borrowings

from time to time. It is, therefore, considered desirable to enhance

the limit from the existing level of Rs. 5,000 Millions (Rupees Five

Thousand Millions) to Rs. 6,000 Millions (Rupees Six Thousand

Millions only)

None of the Director of the Company is, in any way, concerned or

interested in the resolution.

Item no. 8

At the Annual General Meeting of the Company held on 11th August,

2008, the Members had approved of the appointment and terms of

remuneration of Mr. Toshihiro Watanabe as Whole-time Director of

the Company for a period of three years w.e.f. 02.06.2008.

Mr. Toshihiro Watanabe is a graduate in Law. He has working

experience of about 32 years at M/s. Sumitomo Wiring Systems

Ltd., Japan in the field of Accounting, Finance, planning and other

related management areas. Mr. Watanabe is the nominee of M/s.

Sumitomo Wiring Systems Ltd., Japan (SWS), Joint Venture partner

of your Company

An application to be Central Government in the presided manner

has since been made for their approval to the appointment and

payment of remuneration as prescribed under the provisions of the

Companies Act, 1956. However the said approval of Central

Government is still awaited. In the meantime, the Board of Directors

at their meeting held on 29th July, 2009 has restructured his

remuneration w.e.f. 1st October, 2008 as detailed hereunder:

1. REMUNERATION

- Basic Salary Rs. 48,000/- per month.

- Special/Hardship Allowance Rs. 77,760/- per month.

2. PERQUISITES AND ALLOWANCES

Category 'A'

He will be entitled to perquisites and allowances like free

accommodation (fully furnished), medical reimbursement, leave

travel concession for self and his family, Electricity, gas and water

charges and all other perquisites and amenities in accordance

with the rules of the Company subject to overall ceiling on

remuneration prescribed under Section 198 and 309 read with

Schedule XIII and other applicable provisions, if any, of the

Companies Act, 1956.

Category 'B'

He will be entitled to Company's car with driver and telephone

at residence and a mobile phone. Private long distance call would

be billed to the Whole-time Director.

3. OTHER TERMS

a. He will be entitled to Company's contribution to Provident

Fund - As per Company rules.

b. He will not be entitled to sitting fees for attending meetings

of the Board or Committee(s) thereof.

c. He will be liable to retire by rotation.

d. The aforesaid appointment may be terminated by either

party giving three months notice in advance.

In the event of loss/inadequacy of profit, the aforesaid remuneration

will be treated as minimum remuneration and shall be payable to

him in terms of the provisions of Schedule XIII to the Companies

Act, 1956 as applicable from time to time.

Besides, the remuneration as proposed above, Mr. Toshihiro

Watanabe does not have any other pecuniary relationship with the

Company.

The Board of Directors have recommended the revision of salary

and perquisite of Mr. Watanabe for the approval of members.

None of the Directors of the Company except Mr. Toshihiro Watanabe

is concerned or interested in this Resolution.

This may be treated as an abstract of the terms of the contract or

variation of Mr. Toshihiro Watanabe as a Whole-time Director of

the Company pursuant to section 302 of the Companies Act, 1956.

By Order of the Board

G.N. GAUBA

Place : NOIDA Vice Present (Finance) &

Date : 27th July, 2009 Company Secretary

Regd. Office:




Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting

(Pursuant to clause 49 of the Listing Agreement)

Name of Director

Date of Birth

Date of Appointment

Experience in specific

Functional area

Qualification

Directorship in other

public ltd. companies

Member/Chairman of

the Committee of the

Board of the public

limited companies on

which he is director

Mr. Hiroto Murai

27.02.1967

22.07.2002

He is an engineering

Science Graduate and

associated with Sojitz

Corporation, Japan for

over twenty years.

Engineer, Science

Graduate

Nil

Audit Committee

Nil

Shareholders/Investors

Grievance Committee

Nil

Mr. Bimal Dhar

14.06.1953

16.01.2004

Having more than three decades rich

experience in the field of Automobile

Industry. He has also associated with the

companies in the designing business in the

Automobile Industry.

Master in Mechanical Engineering

- MothersonSumi Infotech & Designs

Ltd.

- Sumi Motherson Innovative Engineering

Ltd.

- Southcity Motors Ltd.

- AES (India) Engineering Ltd.

- Motherson Air Travel Agencies Ltd.

- CTM India Limited

- Calsonic Kansei Motherson Auto

Products Ltd.

- Samvardhana Motherson Finance Ltd.

- Magneti Marelli Motherson Auto System

Ltd.

- Motherson Timetooth Technologies Ltd.

Audit Committee

- MothersonSumi Infotech & Designs Ltd.

- Calsonic Kansei Motherson Auto

Products Ltd.

- Sumi Motherson Innovative Engineering

Ltd.

- Magneti Marelli Motherson Auto System

Ltd.

Shareholders/Investors Grievance

Committee

Nil

Mr. Laksh Vaaman Sehgal

29.11.1982

30.04.2009

He has undergone intensive training in

all the main business of Samvardhana

Motherson Group. He has also spent

three years working with Group's

Collaborators.

MBA

- Motherson Auto Limited


- Motoman Motherson Robotics Ltd.

- Motherson Air Travel Agencies Ltd.

- Motherson Techno Tools Ltd.

- Tigers Connect Travel Systems and

Solutions Ltd.

- Motherson Advance Tooling Solutions

Ltd.

- Visiocorp Motherson Ltd.

Audit Committee


- Motherson Advance Tooling Solutions

Ltd.

- Motherson Auto Ltd.

Shareholders/Investors' Grievance

Committee

Nil

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

(Pursuant to clause 49 of the Listing Agreement)

Sl. No. Name of Director No. of Equity Shares Other convertible Instruments

1. Mr. Vivek Chaand Sehgal 12757156 Nil

2. Mr. Toshimi Shirakawa Nil Nil

3. Mr. M.S. Gujral 303750 Nil

4. Maj. Gen. Amarjit Singh (Retd.) Nil Nil

5. Mr. Arjun Puri Nil Nil

6. Mr. Hiroto Murai Nil Nil

7. Mr. Bimal Dhar 45000 Nil

8. Mr. Laksh Vaaman Sehgal Nil Nil


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

ATTENDANCE CARD22nd Annual General Meeting, Thursday, September 24, 2009 at 11:30 A.M.

Folio No. /DP Client ID ........................................................................ No. of shares .......................................................

Name ..............................................................................................

Address ..................................................................................................................................................................................................

.....................................................................................................................................................................................................

I/ We hereby record my/ our presence at the 22nd Annual General Meeting of the Company being held at 11:30 A.M. on Thursday,

September 24, 2009 at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi - 110001.

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

Proxy's signatures ............................................. Members Signature

Note: 1. Please note that no gifts or coupons will be given to the Shareholders for attending the Annual General Meeting.

2. Members holding shares in physical form are requested to advise the change in their address, if any, to Karvy Computershare

Pvt. Ltd., 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad- 500 034 and members holding shares in demat are requested

to advise the change to their respective Depository Participants.


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

FORM OF PROXY

I/We ............................................................................................. of .................................................................................being

a Member/Member(s) of Motherson Sumi Systems Limited hereby appoint......................................................

of ....................................................or failing him/her .............................................of ...........................................................as

my/our proxy to vote for me/us and on my/our behalf at Annual General Meeting of the Company to be held at 11:30 A.M. on

Thursday, September 24, 2009 at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi-110001 and at any adjournment

thereof.

Dated: this ...................... day of ...................... 2009

For office use only

Proxy No. ...................................................................

Folio No. /DP Client ID ............................................... Members Signature

No. of shares .............................................................

Notes: 1. The proxy form should be signed across the stamp as per specimen signature registered with the Company.

2. The Proxy must be deposited at the Registered Office at 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial

Estate, Mathura Road, New Delhi 110 044 not later than 48 hours before the time for holding the meeting.

3. The proxy need not be a Member of the Company.

Affix Rs. 1

Revenue

Stamp

�

Notice+Proxy-FINAL.pmd 8/25/2009, 8:53 PM5

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