Issuer Disclaimer Clause: This information …Issuer Disclaimer Clause: This information memorandum...

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Issuer Disclaimer Clause: This information memorandum (the “Disclosure Document”) is

neither a prospectus nor a statement in lieu of a prospectus, and should not be construed to be

an invitation to the public for subscription to any securities under any law for the time being in

force, nor a solicitation or recommendation in this regard. Multiple copies given to the same

entity shall be deemed to be given to the same person and shall be treated as such. This

Disclosure Document does not constitute, nor may it be used in connection with, an offer or

solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or

to any person to whom it is unlawful to make such an offer or solicitation.

MOTHERSON SUMI SYSTEMS LIMITED

(CIN-L34300MH1986PLC284510)

Regd. Office: Unit 705, C Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai

– 400051 Corporate Office: 11th Floor, Plot No. 1, Sector-127, Noida-Greater Noida Expressway, Noida-201301

Phone: +91 120 6679500; Fax: +91 120 2521866;

E-mail: [email protected]; Website: www.motherson.com

Investor Relations Phone Number: +91 120 6679500

DISCLOSURE DOCUMENT DATED APRIL 16, 2020

THIS DISCLOSURE DOCUMENT IS ISSUED IN CONFORMITY WITH SECURITIES AND

EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES)

REGULATIONS, 2008, AS AMENDED, FOR THE ISSUE OF 5000 (FIVE THOUSAND)

RATED, LISTED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF

FACE VALUE OF INR 10,00,000 (RUPEES TEN LAKHS) EACH, FOR AN AGGREGATE

PRINCIPAL AMOUNT OF UPTO INR 500,00,00,000/- (RUPEES FIVE HUNDRED CRORE

(THE “DEBENTURES”) ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”)

General Risks: Potential investors are advised to read the Disclosure Document carefully before

taking an investment decision in this offering. For taking an investment decision, investors must rely

on their own examination of the Issuer and the offer including the risks involved. The Debentures

have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor

does SEBI guarantee the accuracy or adequacy of this document. This Document has not been

submitted, cleared or approved by SEBI.

Credit Rating: India Ratings and Research Private Limited has assigned a provisional rating of

[Provisional IND AAA/RWN] to the Debentures. The final rating will be procured prior to the

Deemed Date of Allotment. The rating is not a recommendation to buy, sell or hold securities and

investors should take their own decision. The rating may be subject to revision or withdrawal at any

time by the assigned rating agency and each rating should be evaluated independently of any other

rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency

has the right to suspend, withdraw the rating at any time on the basis of new information, etc. The

rating rationale has been provided in Schedule 2.

mailto:[email protected]

http://www.motherson.com/

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Listing: The Debentures are proposed to be listed on the Wholesale Debt Market segment of the BSE

Limited (“BSE / Stock Exchange”).

Debenture Trustee: Axis Trustee Services

Limited

Address: The Ruby, 2nd Floor, SW, 29 Senapati

Bapat Marg, Dadar West, Mumbai – 400 028

Tel: +91 022- 62300447

Contact Person: Mr. Anil Grover, Head

Operations

E-mail: [email protected]

Registrar and Transfer Agent: Kfin

Technologies Private Limited

Address: Selenium Building , Tower B, Plot

No. 31-32, Financial District, Nanakramguda,

Serilingampally, Hyderabad, Rangareddi,

Telengana, India - 500032

Tel: +91 40 6716 2222

Contact Person: Mr. M R V Subrahmanyam,

General Manager,

Email: [email protected]

Arranger: Axis Bank Limited

Axis House

8th Floor, C2 Wadia International Centre,

Lower Parel

Mumbai-400 025

Contact person: Vikas Shinde

+91 22 43253803

[email protected]

www.axisbank.com



https://www.kfintech.com/



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TABLE OF CONTENTS

DISCLAIMERS ....................................................................................................................................... 5

GLOSSARY ............................................................................................................................................. 9

RISK FACTORS .................................................................................................................................... 12

ISSUER INFORMATION ...................................................................................................................... 19

A. ABOUT THE ISSUER .......................................................................................................... 19

B. BRIEF summary of the business / activities of the Issuer and its line of business ................ 19

I. Overview ................................................................................................................................... 19

II. Corporate Structure .................................................................................................................. 22

III. Key Operational and Financial Parameters for the last three audited years* ........................ 23

*on consolidated basis (wherever available) else on standalone basis: ..............................................

IV. Project cost and means of financing, in case of funding of new projects .............................. 25

C. Brief history of the Issuer since its registration GIVING DETAILS OF THE FOLLOWING

ACTIVITIES ......................................................................................................................... 25

I. Details of the Share capital structure as on last quarter end ................................................... 25

II. Changes in the capital structure of the Issuer as on last quarter end, for the last five years - 25

III. Equity share capital history of the Issuer as on last quarter end, for the last five years ......... 27

IV. Details of any acquisition or amalgamation in the last one year ............................................. 28

V. Details of reorganization or reconstruction in the last one year ............................................. 28

VI. Details of the shareholding of the Issuer as on last quarter end .............................................. 28

VII. Following details regarding the directors of the Issuer ........................................................... 30

VIII. Following details regarding the auditors of the Issuer ............................................................ 33

IX. Details of Borrowings of the Issuer, as on last quarter end ..................................................... 33

X. Details of the Promoters of the Issuer ...................................................................................... 43

XI. Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information (Profit & Loss Statement, Balance Sheet and Cash Flow Statement) for last

three years and auditor qualifications, if any .......................................................................... 43

XII. Abridged Version of Latest Audited / Limited Review Half-Yearly Consolidated (wherever

available) and Standalone Financial Information (Profit and Loss and Balance Sheet) and

auditor qualifications, if any ................................................................................................... 44

XIII. Any material event/ development or change having implications on the financials/credit

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax

litigations resulting in material liabilities, corporate restructuring event etc.) at the time of

issue which may affect the issue or the investor's decision to invest / continue to invest in the

debt securities. .......................................................................................................................... 44

XIV. Debenture Trustee .................................................................................................................... 44

XV. The detailed rating rationale(s) adopted (not older than 1 year on the date of opening of the

Issue) / credit rating letter issued (not older than 1 month on the date of opening of the

Issue) by the rating agencies .................................................................................................... 44

XVI. If the security is backed by a guarantee or letter of comfort or any other document / letter

with similar intent, a copy of the same shall be disclosed. In case such document does not

contain detailed payment structure (procedure of invocation of guarantee and receipt of

payment by the investor along with timelines), the same shall be disclosed in the offer

document................................................................................................................................... 44

XVII. Copy of consent letter from the Debenture Trustee ................................................................. 44

XVIII. Listing of Debentures ....................................................................................................... 44

XIX. Other Details ............................................................................................................................ 44

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XX. Governing Law and Jurisdiction .............................................................................................. 45

D. Disclosures pertaining to Wilful Defaults ............................................................................. 45

E. Issue procedure ...................................................................................................................... 45

APPLICATION PROCESS AND OTHER ISSUE RELATED DETAILS ............................................... 50

ISSUE DETAILS ................................................................................................................................... 57

Declaration .................................................................................................................................... 70

Declaration by the director ............................................................................................................ 70

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DISCLAIMERS

DISCLAIMERS OF THE ISSUER:

THIS DISCLOSURE DOCUMENT HAS BEEN PREPARED TO PROVIDE GENERAL

INFORMATION ABOUT THE ISSUER TO POTENTIAL INVESTORS TO WHOM IT IS

ADDRESSED AND WHO ARE WILLING AND ELIGIBLE TO SUBSCRIBE TO THE

DEBENTURES. THIS DISCLOSURE DOCUMENT DOES NOT PURPORT TO CONTAIN ALL

THE INFORMATION THAT ANY POTENTIAL INVESTOR MAY REQUIRE. NEITHER THIS

DISCLOSURE DOCUMENT NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION

WITH THE DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR

OTHER EVALUATION NOR SHOULD ANY RECIPIENT OF THIS DISCLOSURE DOCUMENT

CONSIDER SUCH RECEIPT A RECOMMENDATION TO PURCHASE ANY DEBENTURES.

EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY DEBENTURES SHOULD

MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND

AFFAIRS OF THE ISSUER, AND ITS OWN APPRAISAL OF THE CREDITWORTHINESS OF

THE ISSUER. POTENTIAL INVESTORS SHOULD CONSULT THEIR OWN FINANCIAL,

LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TO THE RISKS AND

INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THE

DEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYSE

SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH

INVESTOR'S PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY OF

INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT

ACCORDANCE WITH THIS DISCLOSURE DOCUMENT AND OTHER APPLICABLE LAWS,

SO THAT ANY SUCH OFFER, INVITATION, DISTRIBUTION OR SALE DOES NOT

CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE SECURITIES

AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES)

REGUALTIONS, 2008. THIS DISCLOSURE DOCUMENT IS NOT INTENDED TO BE

CIRCULATED TO MORE THAN 50 PERSONS IN THE AGGREGATE IN A FINANCIAL YEAR.

NONE OF THE INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH

THIS ISSUE UNDERTAKE TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE

ISSUER DURING THE LIFE OF THE ARRANGEMENTS CONTEMPLATED BY THIS

DISCLOSURE DOCUMENT OR HAVE ANY RESPONSIBILITY TO ADVISE ANY INVESTOR

OR POTENTIAL INVESTOR IN THE DEBENTURES OF ANY INFORMATION AVAILABLE

WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE INTERMEDIARIES,

AGENTS OR ADVISORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY

REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS

DISCLOSURE DOCUMENT OR IN ANY MATERIAL MADE AVAILABLE BY THE ISSUER

TO ANY POTENTIAL INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH

INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN

AUTHORIZED BY THE ISSUER. THE INTERMEDIARIES AND THEIR AGENTS OR

ADVISORS ASSOCIATED WITH THIS ISSUE HAVE NOT SEPARATELY VERIFIED THE

INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO REPRESENTATION,

WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO

RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY. SUCH PERSON HAS

NOT RELIED ON ANY INTERMEDIARY AS TO THE ACCURACY OR COMPLETENESS OF

THE INFORMATION CONTAINED IN THIS DISCLOSURE DOCUMENT OR ANY OTHER

INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, ALL SUCH

INTERMEDIARIES ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN

RELATION TO THE INFORMATION CONTAINED IN THIS DISCLOSURE DOCUMENT OR

ANY OTHER INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE

ISSUE.

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THE CONTENTS OF THIS DISCLOSURE DOCUMENT ARE INTENDED TO BE USED ONLY

BY THOSE INVESTORS TO WHOM IT IS ISSUED. IT IS NOT INTENDED FOR

DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT BE REPRODUCED BY THE

RECIPIENT.

THE PERSON WHO IS IN RECEIPT OF THIS DISCLOSURE DOCUMENT SHALL MAINTAIN

UTMOST CONFIDENTIALITY REGARDING THE CONTENTS OF THIS DISCLOSURE

DOCUMENT AND SHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR

MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING ITS

CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.

EACH PERSON RECEIVING THIS DISCLOSURE DOCUMENT ACKNOWLEDGES THAT:

SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO

REVIEW AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY

AN INDIVIDUAL TO BE NECESSARY TO VERIFY THE ACCURACY OF OR TO

SUPPLEMENT THE INFORMATION HEREIN; AND

SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE

ASSOCIATED WITH ISSUANCE OF THE DEBENTURES IN CONNECTION WITH ITS

INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS

INVESTMENT DECISION.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE DISCLOSURE DOCUMENT TO

REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE DISCLOSURE DOCUMENT

EXCEPT IN ACCORDANCE WITH APPLICABLE LAWS AND THUS IT SHOULD NOT BE

RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST

CONFIRMING ITS ACCURACY WITH THE ISSUER. NEITHER THE DELIVERY OF THIS

DISCLOSURE DOCUMENT NOR ANY SALE OF DEBENTURES MADE HEREUNDER

SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE

ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE

ISSUER SINCE THE DATE HEREOF.

THIS DISCLOSURE DOCUMENT DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR

IN CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY

JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO

ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR

SOLICITATION. NO ACTION IS BEING TAKEN TO PERMIT AN OFFERING OF THE

DEBENTURES OR THE DISTRIBUTION OF THIS DISCLOSURE DOCUMENT IN ANY

JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION OF THIS

DISCLOSURE DOCUMENT AND THE OFFERING AND SALE OF THE DEBENTURES MAY

BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE

POSSESSION THIS DISCLOSURE DOCUMENT COMES ARE REQUIRED TO INFORM

THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE DISCLOSURE DOCUMENT IS MADE AVAILABLE TO POTENTIAL INVESTORS IN

THE ISSUE ON THE STRICT UNDERSTANDING THAT IT IS CONFIDENTIAL.

DISCLAIMER OF THE STOCK EXCHANGE:

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THIS DISCLOSURE

DOCUMENT WITH THE STOCK EXCHANGE SHOULD NOT, IN ANY WAY, BE DEEMED

OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY THE STOCK

EXCHANGE NOR DOES THE STOCK EXCHANGE IN ANY MANNER WARRANT, CERTIFY

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OR ENDORSE THE CORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF

THIS DISCLOSURE DOCUMENT, NOR DOES THE STOCK EXCHANGE WARRANT THAT

THE ISSUER’S DEBENTURES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON

THE STOCK EXCHANGE; NOR DOES THE STOCK EXCHANGE TAKE ANY

RESPONSIBILITY FOR THE SOUNDNESS OF THE FINANCIAL AND OTHER CONDITIONS

OF THE ISSUER, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THE ISSUER.

DISCLAIMER OF THE ARRANGER:

THE ISSUER HAS AUTHORIZED AXIS BANK LIMITED (THE “ARRANGER”) TO

DISTRIBUTE, IN ACCORDANCE WITH APPLICABLE LAW, THIS DISCLOSURE

DOCUMENT IN CONNECTION WITH THE ISSUE OUTLINED IN IT AND THE DEBENTURES

PROPOSED TO BE ISSUED ON A PRIVATE PLACEMENT BASIS.

NOTHING IN THIS DISCLOSURE DOCUMENT CONSTITUTES AN OFFER OF

SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION

WHERE SUCH OFFER OR PLACEMENT WOULD BE IN VIOLATION OF ANY LAW,

RULE OR REGULATION.

THE ISSUER HAS PREPARED THIS DISCLOSURE DOCUMENT AND THE ISSUER IS

SOLELY RESPONSIBLE FOR ITS CONTENTS. THE ISSUER WILL COMPLY WITH

ALL LAWS, RULES AND REGULATIONS AND HAS OBTAINED ALL

GOVERNMENTAL AND REGULATORY APPROVALS FOR THE ISSUANCE OF THE

DEBENTURES. ALL THE INFORMATION CONTAINED IN THIS DISCLOSURE

DOCUMENT HAS BEEN PROVIDED BY THE ISSUER OR IS FROM PUBLICLY

AVAILABLE INFORMATION, AND SUCH INFORMATION HAS NOT BEEN

INDEPENDENTLY VERIFIED BY THE ARRANGER. NO REPRESENTATION OR

WARRANTY, EXPRESSED OR IMPLIED, IS OR WILL BE MADE, AND NO

RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED, BY THE ARRANGER

OR ITS AFFILIATES FOR THE ACCURACY, COMPLETENESS, RELIABILITY,

CORRECTNESS OR FAIRNESS OF THIS DISCLOSURE DOCUMENT OR ANY OF

THE INFORMATION OR OPINIONS CONTAINED THEREIN, AND THE ARRANGER

HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY

LAW, ANY RESPONSIBILITY FOR THE CONTENTS OF THIS DISCLOSURE

DOCUMENT AND ANY LIABILITY, WHETHER ARISING IN TORT OR CONTRACT

OR OTHERWISE, RELATING TO OR RESULTING FROM THIS DISCLOSURE

DOCUMENT OR ANY INFORMATION OR ERRORS CONTAINED THEREIN OR ANY

OMISSIONS THEREFROM. BY ACCEPTING THIS DISCLOSURE DOCUMENT, YOU

AGREE THAT THE ARRANGER WILL NOT HAVE ANY SUCH LIABILITY.

THE ROLE OF THE ARRANGER IN THE ASSIGNMENT IS CONFINED TO

MARKETING AND PLACEMENT OF THE DEBENTURES ON THE BASIS OF THE

DISCLOSURE DOCUMENT PREPARED BY THE ISSUER. THE ARRANGER OR ANY

OF ITS DIRECTORS, EMPLOYEES, AFFILIATES OR REPRESENTATIVES DO NOT

ACCEPT ANY RESPONSIBILITY AND/OR LIABILITY FOR ANY LOSS OR DAMAGE

ARISING OF WHATEVER NATURE AND EXTENT IN CONNECTION WITH THE USE

OF ANY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE DOCUMENT.

BY ACCEPTING THIS DISCLOSURE DOCUMENT, YOU ACKNOWLEDGE THAT (A)

THE ARRANGER IS NOT PROVIDING ADVICE, (WHETHER IN RELATION TO

LEGAL, TAX OR ACCOUNTING ISSUES OR OTHERWISE), (B) YOU UNDERSTAND

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THAT THERE MAY BE LEGAL, TAX, ACCOUNTING AND/OR OTHER RISKS

ASSOCIATED WITH THE POTENTIAL TRANSACTION.

THIS DISCLOSURE DOCUMENT IS NOT INTENDED TO BE (AND SHOULD NOT BE

USED AS) THE BASIS OF ANY CREDIT ANALYSIS OR OTHER EVALUATION AND

SHOULD NOT BE CONSIDERED AS A RECOMMENDATION BY THE ARRANGER

OR BY ANY OTHER PERSON WHO PARTICIPATES IN THE ISSUE OR ADVICE OF

ANY SORT. IT IS UNDERSTOOD THAT EACH RECIPIENT OF THIS DISCLOSURE

DOCUMENT WILL PERFORM ITS OWN INDEPENDENT INVESTIGATION AND

CREDIT ANALYSIS OF THE PROPOSED FINANCING AND THE BUSINESS,

OPERATIONS, FINANCIAL CONDITION, PROSPECTS, CREDITWORTHINESS,

STATUS AND AFFAIRS OF THE ISSUER, BASED ON SUCH INFORMATION AND

INDEPENDENT INVESTIGATION AS IT DEEMS RELEVANT OR APPROPRIATE

AND WITHOUT RELIANCE ON THE ARRANGER OR ON THIS DISCLOSURE

DOCUMENT.

YOU SHOULD CAREFULLY READ AND RETAIN THIS DISCLOSURE DOCUMENT.

HOWEVER, YOU ARE NOT TO CONSTRUE THE CONTENTS OF THIS DISCLOSURE

DOCUMENT AS INVESTMENT, LEGAL, ACCOUNTING, REGULATORY OR TAX

ADVICE, AND YOU SHOULD CONSULT WITH YOUR OWN ADVISORS AS TO ALL

LEGAL, ACCOUNTING, REGULATORY, TAX, FINANCIAL AND RELATED

MATTERS CONCERNING AN INVESTMENT IN THE DEBENTURES.

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GLOSSARY

References to any legislation, act, regulations, rules, guidelines or policies shall be to such

legislation, act, regulations, rules, guidelines or policies as amended, supplemented, or re-enacted

from time to time and any reference to a statutory provision shall include any subordinate legislation

made under that provision.

Unless the context otherwise indicates or requires, the following terms used in this Disclosure

Document shall have the meanings given below.

TERM DESCRIPTION

Account Bank Axis Bank Limited with its branch office at New Delhi.

BSE EBP Operational Guidelines ‘Operational Guidelines for issuance of Securities on

Private Placement basis through an Electronic Book

Mechanism’ dated September 28, 2018, issued by BSE.

Companies Act The Companies Act, 2013, the rules and the notifications

issued thereunder and shall include any other statutory

amendment or re-enactment thereof

Debenture Trustee Trustee for the Debenture Holders, in this case being Axis

Trustee Services Limited.

Debenture Trust Deed The debenture trust deed to be executed between the Issuer

and the Debenture Trustee within 90 (ninety) days from

the Deemed Date of Allotment for the purposes of setting

out the detailed terms and conditions of the Debentures.

Deemed Date of Allotment Means the Pay In Date being April 21, 2020.

Depository A depository registered with the SEBI under the Securities

and Exchange Board of India (Depositories and

Participant) Regulations, 2018, as amended from time to

time, for the purpose of dematerialisation of Debentures in

connection with the Issue, being NSDL).

Depository Participant/ DP A depository participant as defined under the Depositories

Act, 1996

Disclosure Document This Disclosure Document for private placement of

Debentures.

EBP Electronic Book Building Platform of BSE.

Eligible Investor(s) Foreign portfolio investors

Companies and bodies corporate including public

sector undertakings;

Scheduled commercial banks;

Financial institutions, including provident funds

and mutual funds;

Insurance companies; ;

Foreign institutional investors; and

Any other investor authorized to invest in the

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Debentures,

in each case, as may be permitted under Applicable Law

FY / Financial Year Financial year ending March 31 of each year.

Governmental Authority The Government of India or any sovereign state, or the

government of any state of India or any sovereign state,

any administrative, regulatory, supervisory statutory,

judicial or quasi-judicial authority in India or any sub-

division thereof including any ministry, court, tribunal,

department, political sub-division, board, authority,

instrumentality, agency, corporation (to the extent acting

in a legislative, judicial or administrative capacity and not

as a contracting party with the Company), commission or

committee and also includes international organization,

agency or authority as well as any stock exchange or any

self-regulatory organization, established under any

applicable law.

ICCL Account The bank account selected, and as disclosed below, by the

Issuer, for the pay-in of funds towards the issue of

Debentures on EBP.

Investor Any person investing in the Debentures.

Issuer Account / Debenture Proceeds

Account

Bank account of the Issuer into which the subscription

monies will be transferred from the ICCL Account on the

completion of the Issue, bearing account number

007010200012829 and opened in the name of the Issuer

with the Account Bank.

Issue Opening Date April 20, 2020

Issue Closing Date April 20, 2020

Pay-in Date April 21, 2020

Issuer / Company Motherson Sumi Systems Limited

RBI Reserve Bank of India.

RTA Kfin Technologies Private Limited.

SEBI Securities and Exchange Board of India.

SEBI EBP Circulars The SEBI Circular SEBI/HO/DDHS/CIR/P/2018/05 dated

January 5, 2018 read with SEBI Circular

SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018

and any other circulars or notifications that may be issued

by the SEBI, in each case as amended from time to time

SEBI ILDS Regulations Securities and Exchange Board of India (Issue and Listing

11

of Debt Securities) Regulations, 2008.

Tax Any tax, levy, impost, duty, surcharge, cess or other charge

or withholding of a similar nature (including any penalty

or interest payable in connection with any failure to pay or

any delay in paying any of the same) imposed by any

Governmental Authority, and whether on a transaction,

income or otherwise and including stamp duties,

registration fees, service tax, VAT, education cess, etc.,

both present and futureand “Taxes” shall be construed

accordingly.

QIB Qualified Institutional Buyers, as defined as per Regulation

2(zd) of the SEBI (Issue of Capital and Disclosure

Requirements) Regulations, 2018.

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RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations in relation to

the Debentures. These risks may include, among others, business aspects, equity market, bond market,

interest rate, market volatility and economic, political and regulatory risks and any combination of

these and other risks. Eligible Investors should carefully consider all the information in this

Disclosure Document, including the risks and uncertainties described below, before making an

investment in the Debentures. All of these factors are contingencies which may or may not occur and

the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

RISKS RELATING TO THE ISSUER AND ISSUE

Every business carries certain inherent risks and uncertainties that can affect its financial condition,

results of operations and prospects. The management of the Issuer understands that risks can

negatively impact the attainment of both short term operational and long term strategic goals.

The following factors have been considered for determining the materiality, of which:

a) Some events may not be material individually but may be found material collectively.

b) Some events may have material impact qualitatively instead of quantitatively.

c) Some events may not be material at present but may have material impact in future.

The Company believes that these risk factors may affect its ability to fulfil its obligations under the

Debentures issued under this Disclosure Document. All of these factors may or may not occur and

the Company is not in a position to express a view on the likelihood of any such event occurring.

The following are the risks envisaged by the management of the Company relating to the Company,

the Debentures and the market in general. Potential investors should carefully consider all the risk

factors in this Disclosure Document for evaluating the Company and its business and the Debentures

before making any investment decision relating to the Debentures. Unless the context requires

otherwise, the risk factors described below apply to the Company and its subsidiaries only. The

Company believes that the factors described below represent the principal risks inherent in investing

in the Debentures, but does not represent that the statements below regarding the risks of holding the

Debentures are exhaustive. The order of the risk factors is intended to facilitate ease of reading and

reference and does not in any manner indicate the importance of one risk factor over another.

Investors should also read the detailed information set out elsewhere in this Disclosure Document

and reach their own views prior to making any investment decision.

If any one of the following stated risks actually occurs, the Company’s business, financial conditions

and results of operations could suffer and, therefore, the value of the Company’s Debentures could

decline and/or the Company’s ability to meet its obligations in respect of the Debentures could be

affected. More than one risk factor may have simultaneous effect with regard to the Debentures such

that the effect of a particular risk factor may not be predictable.

Please note that unless specified or quantified in the relevant risk factors, the Company is not in a

position to quantify the financial or other implications of any risk mentioned herein below.

a. Repayment of principal is subject to the credit risk of the Company.

Potential investors should be aware that receipt of the principal amount along with coupon

payable thereon and any other amounts that may be due in respect of the Debentures is subject

to the credit risk of the Company and the potential investors assume the risk that the Company

may not be able to satisfy its obligations under the Debentures. In the event that bankruptcy

proceedings or composition, scheme of arrangement or similar proceedings are instituted by

13

or against the Company, the payment of sums due on the Debentures may be substantially

reduced or delayed.

b. Any downgrade in credit rating may affect the ability of the Company to redeem the

Debentures

The Debentures offered through this Issue have been provisionally rated [Provisional IND

AAA/RWN] by the Rating Agency. Credit rating is merely an indicator of the perceived

repayment capability of a company. Therefore, the Credit Rating of the Debentures may not

bear any co-relation to the price of the Debentures. Further, the Credit Rating is subject to

continuous scrutiny and revision.

c. Tax Considerations and Legal Considerations

Special tax considerations and legal considerations may apply to certain types of potential

investors. Potential investors are urged to consult with their own financial, legal, tax and other

professional advisors to determine any financial, legal, tax and other implications of this

investment.

d. Company’s indebtedness and covenants imposed by its financing arrangements may

restrict its ability to conduct its business or operations

Company’s financing arrangements require it to maintain certain security cover for some of

its borrowings. Should there be any breach of financial or other covenants of any financing

arrangements and such breach continues beyond the stipulated cure period (if any), the

Company may be subjected to various consequences as a result of such default including

forced repayment of such borrowings. Further, under some of the financing arrangements, the

Company is required to inform / obtain prior approval of the lenders / debentures holders /

debenture trustee for various actions. This may restrict / delay some of the actions / initiatives

of the Company from time to time.

e. Accounting Considerations

Special accounting considerations may apply to certain types of taxpayers. Potential investors

are urged to consult with their own accounting advisors to determine implications of this

investment.

f. Security maybe insufficient to redeem the Debentures

The Debentures are proposed to be secured by the assets described in “Issue Details”. In the

event that the Company is unable to meet its payment and other obligations towards potential

investors under the terms of the Debentures, the Debenture Trustee may enforce the security.

The potential investors’ recovery in relation to the Debentures will be inter alia subject to: (i)

the market value of the security; and (ii) finding a willing buyer for the security at a price

sufficient to repay the amounts due and payable to the potential investors’ amounts

outstanding under the Debentures.

g. Changes in regulations / tax laws to which the Company is subject could impair the

Company’s ability to meet payments or other obligations.

The Company is subject generally to changes in Indian law and/or tax laws, as well as to

changes in government regulations by applicable regulators in India and policies and

accounting principles. Any changes in the regulatory framework could adversely affect the

profitability of the Company or its future financial performance, by requiring a restructuring

of its activities, increasing costs or otherwise.

14

h. Risks to Company’s Business

This section should be read together with “Industry and Market Data”, “About Our Company

– Our Business”, and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations” as well as the financial statements, including the notes thereto, and

other financial information included elsewhere or referred or extracted in this Disclosure

Document. The risks and uncertainties described below are not the only risks that we

currently face. Additional risks and uncertainties not presently known to us, or that we

currently believe to be immaterial, may also adversely affect our business, prospects, financial

condition and results of operations and cash flow.

Without limiting or restricting the effect of the above, risks to Company’s business includes

the following:

(i) We are affected by economic trends and adverse developments in the global

economy and in countries where we operate.

(ii) We depend upon sales of our products to a small number of customers, and the

loss of or reduction in sales to any of our major customers would have a material

adverse effect on us.

(iii) Our customers may fail to pay us the amounts due to us on time or at all, which

could have a material adverse effect on our business, prospects, results of

operations, cash flows and financial condition.

(iv) Our business may be adversely impacted by the emissions incident involving

alleged violations by our customer.

(v) Seasonal or economic cyclicality coupled with reduced demand in the automotive

industry in which we operate could affect our business.

(vi) Our customers may encourage competition to reduce their costs and even reduce

sourcing from us to reduce their dependence on us, which would have a material

adverse effect on us.

(vii) We may incur significant costs in connection with ongoing efforts by our

customers to restructure their operations.

(viii) Escalating price pressure from customers could materially and adversely affect our

business.

(ix) Deterioration in the performance of any of our subsidiaries, joint ventures and

affiliates may adversely affect our results of operations and our ability to service

obligations under the Debentures depends on our ability to obtain cash dividends

or other cash payments.

(x) Competition in our markets could reduce our profitability or reduce our market

share.

(xi) Our inability to identify and adapt to evolving industry trends and preferences and

develop new products to meet our customers’ demands may adversely affect our

business.

15

(xii) Any disruption of the operations of our manufacturing, design, engineering and

other facilities could materially and adversely affect our business, financial

condition and results of operations.

(xiii) The Company does not own all its premises from which it operates and continuous

and uninterrupted use and possession of such premises are subject to certain

conditions as per the lease agreements.

(xiv) We depend on our suppliers, some of whom are our competitors, for the supply of

raw materials and components that are critical to our manufacturing processes. Our

production could also be adversely affected by any quality or reliability issues with

any of our component suppliers. If we receive low-quality or defective

components or raw materials, this may delay our production or lower the quality of

our finished products. Any such delays or quality defects may affect our

relationship with our customers and result in a material adverse effect on our

business, prospects, results of operations, cash flows and financial condition.

(xv) A loss of suppliers or interruptions in the delivery of raw materials could adversely

affect our results of operations and cash flows.

(xvi) Volatility in the prices of raw materials or pre-constructed components on which

we rely could adversely affect our results of operations and cash flows.

(xvii) Increases in the price or inadequate supply of energy and other input materials may

adversely affect our results of operations and cash flows.

(xviii) Our business could be adversely affected by any delays or increased costs resulting

from issues that our common carriers may face in transporting our raw materials,

components or finished products.

(xix) Damage to our image and reputation or any of our customers’ image and

reputation could have a material adverse effect on our results of operations.

(xx) Legal or regulatory claims or investigations against us could have a material

adverse effect on our financial position.

(xxi) We are required to obtain and maintain quality and product certifications for

certain markets and customers.

(xxii) The discontinuation of, the loss of business with respect to, or lack of commercial

success of, a particular vehicle model for which we are a significant supplier could

affect our business and results of operations.

(xxiii) The acquisition of other companies, businesses or technologies could result in

operating difficulties, dilution and other adverse consequences.

(xxiv) We have experienced significant growth in recent years and could make

investments and acquisitions in the future that involve considerable integration

costs, and we may be unable to sustain, manage or realize the expected benefits of

such growth or may not be able to fund that growth.

(xxv) Our business, results of operations, cash flows and financial condition may be

significantly impacted by any reorganization or restructurings in the future.

16

(xxvi) Our estimates of production volume we produce may not correspond to actual

demand for our products.

(xxvii) Start-up costs and inefficiencies related to new products or programs can adversely

affect our operating results and such costs may not be fully recoverable if new

programs are cancelled.

(xxviii) A decline in the financial condition of original equipment manufacturers

(“OEMs”) or other customers or suppliers could have a material adverse effect on

our business, financial condition and results of operations.

(xxix) Our diverse and complex global operations subject us to risks in multiple countries

that could adversely affect our business.

(xxx) Any inability to manage our growing international business may materially and

adversely affect our financial condition and results of operations.

(xxxi) We are exposed to risks associated with foreign exchange rate fluctuations and

hedging.

(xxxii) Our continued operations are critical to our business and any shutdown of our

manufacturing facilities may have an adverse effect on our business, results of

operations and financial condition.

(xxxiii) Natural or man-made disasters and other events outside our control, and the

ineffective management of the effects of such events, may affect our business.

(xxxiv) Any delay in the implementation or failure in the operation of our information

systems could disrupt our operations and cause an unanticipated increase in costs.

(xxxv) Increasing labor costs or labour unrest in various jurisdictions in which we operate

may adversely affect us. Also, employee misconduct could harm us and is difficult

to detect and deter.

(xxxvi) We rely upon contract labor to carry out some of the activities at our

manufacturing facilities, and any shortage of such contract labor or work

stoppages caused by disagreements with independent labor contractors could

adversely affect our business, financial condition and results of operations.

(xxxvii) Agreements with unions or works councils could reduce our ability to manage our

cost base and cause labor unrest or work stoppages at our facilities.

(xxxviii) We depend on our promoters, senior management, executive officers, key

employees and skilled personnel, and if we are unable to recruit and retain skilled

management personnel, our business and our ability to operate or grow our

business could be adversely affected.

(xxxix) We cannot guarantee that our decentralized structure will not lead to incidents or

developments that could damage our reputation, operations or financial condition.

(xl) We conduct some of our operations through joint ventures over which we may

have limited control.

(xli) Our business exposes us to potential liabilities that may not be covered by

insurance.

17

(xlii) The success of our newly designed products and other innovations depends in part

on our ability to obtain, protect and preserve intellectual property rights to our

designs and we cannot assure you that we will develop sufficient new revenue

streams to replace revenue streams that may diminish as our current intellectual

property rights expire.

(xliii) Our future success depends on our ability to satisfy changing customer demands

by offering innovative products in a timely manner and maintaining such products’

competitiveness and quality.

(xliv) Product liability and other civil claims and costs incurred as a result of product

recalls could have a material adverse effect on our business, financial condition

and results of operations.

(xlv) Our operations are subject to environmental and health and safety laws and other

government regulations which could result in material liabilities in the future.

(xlvi) Significant changes in laws and governmental regulations could have an adverse

effect on our profitability.

(xlvii) We face risks relating to the availability of tax deductions. Also, changes in

legislation or policies related to tax applicable to us could adversely affect our

results of operations.

(xlviii) We have entered into, and will continue to enter into, related party transactions,

and there can be no assurance that we could not have achieved more favorable

terms had such transactions not been entered into with related parties.

(xlix) Our factoring facilities expose us to various risks.

(l) Any downgrade of our debt ratings or of India’s debt rating by international rating

agencies could adversely affect our business.

(li) Our off-balance sheet liabilities could adversely affect our financial condition.

(lii) Our ability to pay interest / dividends / coupon in the future will depend upon our

future earnings, financial condition, cash flows, capital expenditure, long-term

target payout ratios, growth & investment opportunities, current capital ratios,

current & prospective financial performance and other macro & micro-economic

factors.

(liii) Certain terms contained in our business agreements may be onerous and

commercially restrictive.

(liv) Any conflict of interest which may occur between our business and any other

similar business activities pursued by our promoters or directors could have a

material adverse effect on our business, financial condition and results of

operations.

(lv) A failure to comply with financial and other restrictive covenants imposed on us

under our financing agreements could cause us to default on these agreements,

which could adversely affect our ability to conduct our business and operations.

(lvi) The outstanding litigation against our Company could adversely affect our

financials and business.

18

(lvii) We have given corporate guarantees in relation to certain debt facilities provided

to certain of its subsidiaries, which, if invoked, will require us to pay the

guaranteed amounts.

(lviii) We have disclosed to BSE and NSE on January 30, 2020 for an in-principle

approval by the Board of the Company for a reorganization of business within the

group and the same is available at www.bseindia.com and

https://www.nseindia.com/. Our business, results of operations, cash flows and

financial condition may be significantly impacted by any reorganization or

restructurings in the future.

(lix) Specific risks relating to operations in India

Increased volatility or inflation of commodity prices in India could adversely

affect our business.

Trade deficits could have a negative effect on our business.

A decline in India’s foreign exchange reserves may affect liquidity and interest

rates in the Indian economy, which could have an adverse impact on us. A

rapid decrease in reserves would also create a risk of higher interest rates and a

consequent slowdown in growth.

Acts of terrorism and other similar threats to security could adversely affect

our business, cash flows, results of operations and financial condition.

Natural disasters, pandemic or events of like nature could have a negative

impact on the Indian economy and damage our facilities.

Political instability or significant changes in the economic liberalization and

deregulation policies of the Government or in the government of the states

where we operate, could disrupt our business.

Statistical, industry and financial data in this Disclosure Document may be

incomplete or unreliable.

This Disclosure Document may also contains forward-looking statements that

involve risks and uncertainties. Our results could differ materially from such

forward-looking statements as a result of certain factors including the

considerations described below and elsewhere in this Disclosure Document.

Unless otherwise stated, references to “we”, “us”, “our” and similar terms

are to Motherson Sumi Systems Limited.

http://www.bseindia.com/

https://www.nseindia.com/

19

ISSUER INFORMATION

A. ABOUT THE ISSUER

Name Motherson Sumi Systems Limited

Registered Office of the Issuer Unit 705, C Wing, ONE BKC, G Block Bandra

Kurla Complex, Bandra East Mumbai- 400051

Corporate Office of the Issuer 11th Floor, Plot No. 1, Sector-127, Noida-Greater

Noida Expressway, Noida-201301

Chief Financial Officer of the Issuer Mr. G.N. Gauba

Compliance Officer of the Issuer Mr. Alok Goel

Arrangers, if any, of the instrument Axis Bank Limited

Trustee of the Issue Axis Trustee Services Limited

Registrar of the Issue Kfin Technologies Private Limited

Credit Rating Agency(ies) of the

Issue

India Ratings and Research Private Limited

Auditors of the Issuer S.R Batliboi & Co .LLP , Chartered Accountants

B. BRIEF SUMMARY OF THE BUSINESS / ACTIVITIES OF THE ISSUER AND ITS

LINE OF BUSINESS

I. Overview

The Issuer is the flagship company of Samvardhana Motherson Group (“SMG”). SMG is one of

the leading suppliers to the global automotive industry. Established in 1975, SMG is a full

systems solution provider with a diversified, industry-leading portfolio of auto ancillary products

and services that focus principally on the automotive industry in India and outside of India.

As one of the globally-preferred partners by customers, SMG has a well-balanced customer base

spread across five continents with more than 270 facilities and a global network of modern

design centers in 41 countries across North America, South America, Europe, South Africa,

Middle East, Asia Pacific and Australia.

SMG believes that its core competitive advantage is its ability to manufacture top quality

products that cater to customer needs across various industries based on its innovative efforts and

dedication to quality and customer service. SMG’s diverse portfolio comprises electrical

distribution system (wiring harness), rear view mirrors, polymer processing, injection molding

tools, elastomer processing modules and systems, including cock pits and instrument panels, door

trims, bumpers, lighting systems, air intake manifolds, pedal assemblies, heating, ventilation and

air conditioning systems (“HVAC systems”), machined metal products, IT services, engineering

and design, computer-aided engineering (“CAD”) services, cabins for off-highway vehicles,

environment management systems (waste recycling technology), cutting tools and thin film

coating metals. Through joint venture agreements, SMG also has invested in technologies that

provide manufacturing support, including compressors, paint coating equipment, auxiliary

equipment for injection molding machines and automotive manufacturing engineering services.

Motherson Sumi Systems Limited (“MSSL”) was formed in 1986 as a joint venture between

SMG and Sumitomo Wiring Systems Limited, Japan (“SWS”). SWS, which is a wholly-owned

subsidiary of Sumitomo Electric Industries Japan, is one of the leading suppliers of wiring

harness, components and wires globally. Since its inception, we have evolved into a full systems

20

solutions provider and cater to a diverse range of customers in automotive and other industries

across the world, including non-automotive industry and consumer durables such as high-

precision machine metal components and assemblies. Our diverse business portfolio comprises

wiring harnesses, passenger car mirrors, polymers and elastomers in addition to our other

products/business portfolio that includes plastic components and modules such as cockpits,

bumpers and interior trim polymer, interior and exterior polymer modules, polymer components

and tool manufacturing, elastomer processing and precision metal machining services.

Our core focus is customer service. We service our global customers by having our facilities in

proximity to our customers in the region to supply our products and services. From our facilities,

we provide our wide range of services including design, development, prototyping and validation

across the entire development phase for the OEMs. As on March 31, 2019 MSSL through its

subsidiaries had presence in 41 countries from over 270 manufacturing facilities, supported by

technical centers, sales offices, research and development centers across the world. We through

our subsidiaries operate in some of the key foreign markets such as Germany, Spain, Hungary,

the U.S., Mexico and South Korea.

In addition, We believe we currently hold one of the leading market shares in our key product

segments namely rear view mirrors, instrument panels and door panels in our key geographies

namely Europe, Americas and Asia Pacific, particularly in the premium segment (which includes

brands such as Audi, BMW, Daimler, Lamborghini, Seat, Aston Martin and others), on which we

are especially focused.

Certain awards and recognitions that we have received in the financial year 2018-19 include

“Overall Best Performance Award” (Wiring Harness), “Best Part Development” (Wiring

Harness), “Best Tier 2 Vendor Development” (Vision Systems) by Maruti Suzuki and Excellence

in Quality Award from Dailmer (Modules and Polymer), “Best Cost Performance” Award

(Wiring Harness), “Achieving Targets in Delivery” (Wiring Harness) and “Achieving Targets in

Quality (Wiring Harness)” by Toyota, Excellence in Spare Parts Quality, Cost and Delivery” for

Wiring Harness and Vision Systems and ‘Environment Award” (Modules and Polymers) by

Honda Cars, “Global Quality Excellence” (Vision Systems) by Ford, “Overall Best Performance

Award” (Wiring Harness) by Hyundai. Motherson Group was also awarded with “Business

Partner of the Year” award by Mahindra.

We operate our business through four key divisions:

Wiring harness division

Our wiring harness division is one of the market leaders in wiring harnesses for the passenger car

segment in India and for the commercial and construction vehicle segment in India and abroad.

We provide complete solutions-based services and products, from designs of basic vehicle

schemes, development, prototyping, validation and manufacturing of wiring harnesses for

passenger cars, commercial vehicles, two and three wheelers, multi-utility vehicles, farm and

material-handling equipment and off-road vehicles. We also manufacture specialized wiring

harnesses for large electronic merchandises (white goods), office automation equipment, medical

diagnostic equipment and other electrical equipment. Our wiring harness facilities are present

across India, Mexico, Sri Lanka, UAE, Thailand, the U.S., the U.K., Japan, Italy, China,

Germany and South Korea.

We also have a backward integration for manufacturing copper wires that are used to

manufacture wiring harnesses, which enables us to ensure quality and have better control over

logistics for timely delivery.

21

Rearview Mirrors division

Our rearview mirrors division, which we operate through our subsidiary Samvardhana Motherson

Reflectec (“SMR”), is one of the world’s largest manufacturers of mirrors for passenger vehicles

and manufacturers a wide range of interior and exterior rear view vision systems and related

components including low cost mirrors to highly complex mirrors with various electronic

features. Based in Stuttgart, Germany, SMR business philosophy is continuous innovation in

engineering and design and developing technologically advanced features that also enhance

safety, comfort and aesthetics.

Our exterior rear view vision systems product line ranges from basic, manually-adjusted rear

view vision systems to high-value rear view vision systems with multiple integrated features,

including automatic dimming electro-chromic glass, electric power-folds, heated glass and

integrated turn signals. In addition to the development and production of traditional exterior rear

view vision systems, SMR also develops, produces and integrates a wide variety of mirrors

including interior mirrors, blind spot detection systems, side-turn indicator lamps, assist system

lighting systems and telescopic trailer tow mirrors. We believe that SMR’s innovative efforts, use

of latest technology and worldwide network of experts and production facilities enable SMR to

remain one of the leading global suppliers of exterior automotive mirrors. SMR has its

headquarters in Germany and has manufacturing facilities in the U.K., the U.S., Mexico, Spain,

France, Hungary, China, South Korea, Australia, Brazil, Thailand and India. Our polymer and

module processing division manufactures high-level polymer modules and process and tooling

operations for interior and exterior and under bonnet components for various vehicle segments.

Our product lines include small components and assemblies to large components such as cockpits

and instrument panel modules, door trim modules, center consoles, full body panels and pillar

trim, bumper modules and fascia, front end module and carriers.

Modules and Polymers division

Motherson Automotive Technologies and Engineering (“MATE”), a division of our Company,

operates our polymer and module processing division in India. MATE represents the polymer

business of MSSL, which started in India and has gradually expanded globally. The company is

one of the largest suppliers of moulded parts, assemblies and modules to the Indian automotive

industry. In addition, we operate our polymer business through our different subsidiaries in South

Africa, Emirate of Sharjah and the Czech Republic.

Peguform was acquired in 2011, renamed Samvardhana Motherson Peguform (SMP) and is an

established global Tier 1 manufacturer of polymer-based interior and exterior automotive

modules. MSSL already had a niche presence in India, South Africa, Germany and the Czech

Republic for polymer products and components. With the successful acquisition and integration

of Peguform, MSSL’s polymers vertical gathered pace. SMP is headquartered in Germany and

has a global presence including Brazil, China, Hungary, Mexico, Portugal, Slovakia, Spain and

the USA. A majority of our polymer and module processing division is carried out under SMP.

SMP is currently one of the largest manufacturers of instrument panels, door trims and bumpers

in Europe.

Our polymer and module processing division also produces high precision components, aesthetic

and assembled parts, and offers tailored solutions for plastic part requirements of customers. We

manufacture products for a number of market segments, providing solutions from cost-optimized

molding technologies to high-quality leather surfaces and real stitching on polymer, soft-painted

or metalized surfaces.

On August 2nd, 2018 the Reydel Group was acquired by the Samvardhana Motherson Group to

become Samvardhana Motherson Reydel Companies (SMRC.) It was Group’s 21st acquisition,

further bolstering MSSL’s offering in the automotive interiors space. SMRC has the capability to

22

design, develop and manufacture complete and functional modular interior systems. Its expertise

in manufacturing, materials, design and styling allows the company to provide innovative, cost-

and weight efficient products. SMRC caters to the leading car manufacturers in the world and

does so across three continents. SMRC has 18 manufacturing facilities, three just-in-time

assembly sites and eight technical centres located in Europe, South America and Asia. The

SMRC factories exhibit significant industrial capabilities, including injection, foaming, slush,

painting, assembly, thermoforming, flaming, press bonding, laser scoring, ultrasonic welding and

thermo covering.

Metal Working division

Our metal working division produces precision machined metal components for the global

automotive industry and for medical applications. It specialises in metal turning and plastic metal

combined parts. The metal working division has world class capabilities in all kinds of turning

operations, specifically in high-precision parts. The segment empowers its customers by creating

solutions with exceptional performance and process enhancements for consumer applications.

The vertical operates facilities in India (MSSL standalone level), Germany and Mexico under a

100% subsidiary of MSSL.

Elastomer processing division

Our elastomer processing division, has several sub-divisions including rubber injection molding

(which supplies a wide range of rubber components such as grommets, boots, bellows, gaskets,

seals, water strike back valves, damper rings, nozzles), as well as rubber to plastic and rubber to

metal bonding products. We believe our elastomer division’s strength lies in its strong

capabilities in developing rubber compounds for a wide range of

applications as well as its non-tire-related rubber mixing plant in Australia. We operate our

elastomer processing division through Motherson Automotive Elastomers (“MAE”) which has

two manufacturing units in India (Chennai and Noida) as well as through our wholly-owned

subsidiary, Motherson Elastomers Pty Ltd. (“MEPL”) in Australia. All these plants have state-

of-the-art moulding setups with world-class, fully automated rubber-compounding facilities to

match customer expectations.

II. Corporate Structure

The Issuer is a public limited company incorporated in India on December 19, 1986. The

corporate identification number of the Company is L34300MH1986PLC284510. The present

shareholding of the Issuer as on March 31, 2020 is as follows:

Category No. of Shares of

Re. 1/- each

%age

Preference Shareholding

NIL

Equity Shareholding

a) Promoters holdings

Samvardhana Motherson International Ltd. 1055750653 33.43

Sumitomo Wiring Systems Ltd. 792637291 25.10

Mr. Vivek Chaand Sehgal 73165402 2.32

Mrs. Geeta Soni 8610328 0.27

Mrs. Nilu Mehra 7869690 0.25

Mrs. Renu Sehgal 150085 0.00

Mr. L.V. Sehgal 123 0.00

H. K. Wiring Systems Ltd. 7660351 0.24

23

Radha Rani Holdings Pte. Ltd. 3442623 0.11

Sub Total : 1949286546 61.73

b) Public holdings

Mutual Funds 354075586 11.21

Alternate Investment Funds 5399960 0.17

Financial Institutions/Banks 24987197 0.79

Insurance Companies 43487697 1.38

Foreign Institutional / Portfolio Investors 489469943 15.50

Bodies Corporate 31024358 0.98

Individuals 229451561 7.26

NBFCs registered with RBI 4443 0.00

Non Resident Indians 10754603 0.34

Foreign Nationals 525 0.00

Trusts 16798872 0.53

IEPF 529879 0.02

Others (Clearing Members) 2663067 0.08

Sub Total : 1208647691 38.26

Total 3157934237 100

III. Key Operational and Financial Parameters for the last three audited years*

*on consolidated basis (wherever available) else on standalone basis:

(Amount in Rs. Million)

Parameters

Six Months

Ended 30th

September 20196

FY 2018-19 FY 2017-2018 FY 2016-17

Stand

alone

Consoli

dated

Standalo

ne

Consolid

ated

Standalo

ne

Consoli

dated

Stand

alone

Consolid

ated

Provisional Audited Audited Audited

Net Worth1

60,466

1,43,414

62,718

1,42,761

60,139

1,26,778

56,363

1,03,385

Total debt (includes

liabilities for

finance lease)

15,288

1,17,839

11,356

1,15,342

11,547

1,03,737

12,935

1,03,493

Of which-Non

Current Maturities

of Long Term

Borrowing

11,479

84,045

11,337

80,996

11,027

75,701

11,543

94,440

-Short Term

Borrowing

3,800

27,972

2

28,433

16

19,069

37

6,978

-Current Maturities

of Long Term

Borrowing

9

5,822

18

5,914

504

8,967

1,355

2,076

Net Fixed Assets2

20,055

1,64,512

18,866

1,52,306

16,388

1,28,527

14,946

1,01,021

Non Current Assets

67,611

2,48,725

66,311

2,33,806

64,696

2,03,976

61,159

1,63,217

Cash and Cash

Equivalents

1,426

29,846

1,333

35,399

1,016

27,706

1,854

48,772

24

Current

Investments

9

9

10

10

9

9

8

8

Total Current

Assets

21,955

1,87,179

24,121

1,99,496

23,400

1,71,001

21,621

1,60,480

Current Liabilities

14,543

1,78,508

14,033

1,88,906

14,590

1,53,342

12,551

1,13,827

Interest Income

10

178

19

354

72

331

182

425

Finance Cost

219

2,813

176

4,232

433

4,108

124

3,749

PAT (Concern

share)

3,464

7,162

8,138

16,132

8,791

15,970

8,273

15,543

Gross NPA (%) NA NA NA NA NA NA NA NA

Net NPA (%) NA NA NA NA NA NA NA NA

Leverage Ratio 3

1.19

1.67

0.76

1.48

0.76

1.47

0.89

1.31

Net sales 33,774 322663 73959 625716 73083 558581 61417 419842

EBITDA 6,194 27113 14593 55686 14723 52927 13828 44310

EBIT 4,892 14197 12401 35103 12539 37175 11851 33719

Finance cost 219 2813 176 4232 433 4108 124 3749

PAT (Concern

share) 3,464

7162 8138 16132 8791 15970 8273 15543

Dividend Amounts

(excludes DDT) 4,737

4737 4737 4737 4211 4211 0 0

Current Ratio 1.51 1.05 1.72 1.06 1.6 1.12 1.72 1.41

Interest Service

Coverage Ratio 4

126.36

11.79

82.85

13.87

34.02

13.22

111.84

12.31

Gross debt / equity

ratio 0.25

0.81 0.18 0.8 0.19 0.81 0.22 0.99

Debt service

coverage ratio 5 2.92

1.38 74.56 1.44 15.46 1.65 9.13 3.46

1Networth is excluding reserve on amalgamation amounting INR 1,663 million 2Net Fixed assets includes property, plant & equipments, Right-to-use assets, investment properties, capital

work in progress but not including goodwill and intangible assets 3Leverage Ratio = Net debt / operating EBITDA 4Interest coverage ratio = EBITDA / Finance Cost 5Debt service coverage ratio = EBITDA / (Short Term Borrowing + Current Maturities of Long Term

Borrowing +Finance Cost) 6The latest audited financial statements of the Company for the financial year ended March 31, 2020 are not

yet available. Accordingly, the Issuer has provided the information as of the latest limited reviewed half

yearly statement for the half year ending September 30, 2019.

25

Gross Debt: Equity ratio of the Issuer

Amount in Million

Six Months Ended 31st September 2019

Standalone Consolidated

Provisional

Before the issue

Gross Debt 15,288 117,839

Total Equity 62,130 145,078

Gross Debt : Equity ratio (before issue) 0.25 0.81

Issue size 5,000 5,000

Gross Debt : Equity ratio after

Issue (provisional) 0.33 0.85

IV. Project cost and means of financing, in case of funding of new projects

Not Applicable

C. BRIEF HISTORY OF THE ISSUER SINCE ITS REGISTRATION GIVING DETAILS

OF THE FOLLOWING ACTIVITIES

I. Details of the Share capital structure as on last quarter end

Share Capital (Amount in Rs)

Authorized Share capital

6050,000,000 Equity Shares of Re. 1 each Rs. 6050,000,000

25,000,000 Preference Shares of Rs. 10 each Rs. 250,000,000

Total Rs. 6030,000,000

Issued Subscribed and Paid-up Share capital

3157,934,237 Equity Shares of Re. 1 each Rs 3157,934,237

II. Changes in the capital structure of the Issuer as on last quarter end, for the last five years –

Date of change i.e.

the date of the

annual general

meeting / extra-

ordinary general

meeting / Board /

Committee Meeting

Authorized Share

Capital

Paid up Equity

Share Capital

Particulars

November 1, 2018 -- Rs. 315,79,34,237 105,26,44,746 Equity

Shares face value of Re.

1/- (Rupee One) each,

were allotted as Bonus

Shares on November 1,

2018 in the ratio of 1:2.

Therefore the Paid

26

Share Capital of the

Company stands

increase from Rs.

210,52,89,491/- to Rs.

315,79,34,237/-

October 18, 2018 Rs. 630,00,00,000 -- Increase in Authorised

Share Capital from the

existing Rs.

312,30,00,000/- divided

into 287,30,00,000

(Two Hundred Eighty

Seven Crore and Thirty

Lacs) Equity Share of

Re. 1/- (Rupee One)

each and 2,50,00,000

(Two Crore Fifty Lacs)

Preference Shares of

Rs. 10/- (Rupees Ten)

each to Rs.

630,00,00,000/-

(Rupees Six Hundred

Thirty Crores only) by

creation of additional

317,70,00,000 (Three

Hundred Seventeen

Crore Seventy Lacs)

Equity Shares of Re. 1/-

(Rupee One) each.

July 8, 2017 -- Rs. 210,52,89,491 70,17,63,164 Equity


1/- (Rupee One) each,

were allotted as Bonus

Shares on July 8, 2017

in the ratio of 1:2

Therefore, the Paid


Company stands

increase from Rs.

140,35,26,327/- to Rs.

210,52,89,491/-

September 16, 2016 -- Rs. 140,35,26,327 6,28,84,827 Equity


1/- (Rupee One) each

and premium of Rs. 316

each, were allotted to

QIBs through QIPs.

Therefore, the Paid


Company stands

increase from Rs.

134,06,41,500/- to Rs.

140,35,26,327/-

September 12, 2016 -- Rs. 134,06,41,500 1,77,62,460 Equity

27


1/- (Rupee One) each

and premium of Rs. 316

each, were allotted to

Sumitomo Wiring

Systems, on eof the

Promoter of the

Company on

preferential basis.

Therefore, the Paid


Company stands

increase from Rs.

132,28,79,040/- to Rs.

134,06,41,500/-

July 28, 2015 -- Rs. 132,28,79,040 44,09,59,680 Equity

Shares of face value of

Re. 1/- (Rupee One)

each, were allotted as

Bonus Shares on July

28, 2015 in the ratio of

1:2 Therefore the Paid


Company stands

increase from Rs.

88,19,19,360 /- to Rs.

132,28,79,040/-

There is no change in the capital structure of the issuer since November 1, 2018 till date.

III. Equity share capital history of the Issuer as on last quarter end, for the last five years

Date of

Allotme

nt

No. of

Equity

Shares

Face

Valu

e (in

Rs)

Issue

Price

(in

Rs)

Considera

tion

(Cash,

other than

cash, etc.)

Nature of

Allotment

Cumulative Remar

ks

No. of

equity

shares

Equity

share

capital

(Rs)

Equit

y

Share

Prem

ium

(Rs)

Novemb

er 1,

2018

105,26

,44,74

6

Re.

1/-

per

share

NA NA Bonus

shares

315,79

,34,23

7

315,79

,34,23

7

Nil

July 8,

2017

70,17,

63,164

Re.

1/-

per

share

NA NA Bonus

shares

210,52

,89,49

1

210,52

,89,49

1

Nil

Septemb

er 16,

6,28,8

4,827

Re.

1/-

Rs.

317

Cash QIP 140,35

,26,32

140,35

,26,32

Rs.

316

28

2016 per

share

per

share

7 7 per

share

Septemb

er 12,

2016

1,77,6

2,460

Re.

1/-

per

share

Rs.

317

per

share

Cash Preferenti

al

134,06

,41,50

0

134,06

,41,50

0

Rs.

316

per

share

July 28,

2015

44,09,

59,680

Re.

1/-

per

share

NA NA Bonus

shares

132,28

,79,04

0

132,28

,79,04

0

Nil

There is no change in the capital structure of the issuer since November 1, 2018 till date

IV. Details of any acquisition or amalgamation in the last one year

No Acquisition or amalgamation happened in last 1 year. – NIL, however petition for merger of

Motherson Polymers Compounding Solutions Limited (CIN: U24297DL2013PLC249021), a

wholly owned subsidiary of the Company with the Company is pending before NCLT, Mumbai

V. Details of reorganization or reconstruction in the last one year

Type of Event Date of Announcement Date of Completion Details

NA NA NA NA

No reorganisation or reconstruction happened in last 1 year.

VI. Details of the shareholding of the Issuer as on last quarter end

(i) Shareholding pattern of the Issuer as on last quarter end (March 31, 2020)

Particulars Total number

of equity shares

No. of

shares in

demat form

Total

shareholding

as a % of

total no. of

equity

shares

a) Promoters holdings

Samvardhana Motherson International Ltd. 1055750653 1055750653 33.43

Sumitomo Wiring Systems Ltd. 792637291 792637291 25.10

Mr. Vivek Chaand Sehgal 73165402 73165402 2.32

Mrs. Geeta Soni 8610328 8610328 0.27

Mrs. Nilu Mehra 7869690 7869690 0.25

Mrs. Renu Sehgal 150085 150085 0.00

Mr. L.V. Sehgal 123 123 0.00

H. K. Wiring Systems Ltd. 7660351 7660351 0.24

Radha Rani Holdings Pte. Ltd. 3442623 3442623 0.11

Sub

Total :

1949286546 1949286546 61.73

b) Public holdings

Mutual Funds 354075586 354075586 11.21

Alternate Investment Funds 5399960 5399960 0.17

29

Financial Institutions/Banks 24987197 24940222 0.79

Insurance Companies 43487697 43487697 1.38

Foreign Institutional / Portfolio Investors 489469943 489457139 15.50

Bodies Corporate 31024358 30669303 0.98

Individuals 229451561 219832008 7.26

NBFCs registered with RBI 4443 4443 0.00

Non Resident Indians 10754603 10754303 0.34

Foreign Nationals 525 525 0.00

Trusts 16798872 16798763 0.53

IEPF 529879 529879 0.02

Others (Clearing Members) 2663067 2663067 0.08

Sub Total : 1208647691 1198612895 38.26

Total

3157934237 3147899441

100

Notes: Shares pledged or encumbered by the promoters (if any) - 254,397,165 equity shares held

by Samvardhana Motherson International Limited are pledged in favour of lenders as below:

In Favor of

No of Share Pledged

(As on 31.03.2020)

IDBI Trusteeship Services Ltd (Debenture Trustee for NCD of Rs

700 Crore) 168926512

Citicorp Finance India Ltd 60970653

Kotak Mahindra Investments Ltd 24500000

Total 254397165

(ii) List of top 10 holders of equity shares of the Company as on the latest quarter end (March

31, 2020)

S. No. Name of the shareholders Total

number

of equity

shares

No. of shares

in demat form

Total

shareholdi

ng as a %

of total no.

of equity

shares

1. Samvardhana Motherson International

Limited 1055750653

1055750653 33.43

2. Sumitomo Wiring Systems Limited 792637291 792637291 25.10

3. Vivek Chaand Sehgal 73165402 73165402 2.32

4. ICICI Prudential Balanced Advantage Fund 68683257 68683257 2.17

5. ICICI Prudential Bluechip Fund 48552781 48552781 1.54

6. Hermes Investment Funds Plc on behalf of

Hermes Global Emerging Markets Fund 34632855 34632855 1.10

7. SBI Blue Chip Fund 32274449 32274449 1.02

8. Reetha Shetty 28703739 28703739 0.91

9. ICICI Prudential Life Insurance Company

Limited 25249003 25249003 0.80

10. Tree Line Asia Master Fund (Singapore)

Pte Ltd

18180000 18180000

0.58

30

VII. Following details regarding the directors of the Issuer

(i) Details of the current directors of the Issuer

Name, Designation and

DIN

Age Address Director of

the Company

since

Details of other

Directorships*

(Details of Indian

Companies in which a

person is Director is

provided)

Mr. Vivek Chaand Sehgal,

, Chairman,

DIN: 00291126

63

Seehaldenstrasse

14, 8266 Steckborn,

Switzerland

19/12/1986 1. Sun Pharmaceutical

Industries Limited

2. Motherson Techno

Tools Limited

3. Samvardhana

Motherson

International Limited

4. Fritzmeier

Motherson Cabin

Engineering Private

Limited

5. Motherson Auto

Limited

6. Magneti Marelli

Motherson Auto

System Private

Limited

7. Kyungshin Industrial

Motherson Private

Limited

8. Hero Fincorp

Limited

9. Renu Farms Private

Limited

10. Shri Sehgals Trustee

Company Private

Limited

Mr. S. C. Tripathi, IAS

(Retd.)

DIN: 00941922

74

House No. 27,

Sector 15A,

Noida- 201301

(UP)

10/09/2012 1. Kailash Healthcare

Limited

2. Ginni Filaments

Limited

3. Kailash Hospitals

Limited

4. Samvardhana

Motherson

Polymers Limited

5. Religare Enterprises

Limited

6. Religare Finvest

Limited

7. Religare Health

Insurance Company

31


DIN


the Company

since

Details of other

Directorships*

(Details of Indian



provided)

Limited

Mr. Shunichiro Nishimura

DIN: 08138608

54

7-C-503

Kamiyamada,

Suita, Osaka-pref.,

5650872, Japan

23/05/2018 1. MothersonSumi

INfotech & Designs

Ltd.

Mr. Arjun Puri

DIN: 00211590

63

Eco House,

Certitude,

Auroville,

Viluppuram –

605101, Tamilnadu

11/01/2006 1. MothersonSumi

INfotech & Designs

Ltd.

2. Varuna Energy &

Water Pvt. Ltd.

3. Motherson Techno

Tools Limited

4. Systematic

Conscom Limited

Mr. Gautam Mukherjee

DIN: 02590120

63

P-62, Sector –XI,

Noida – 201301

(U.P.)

10/09/2012 1. SMR Automotive

Systems India

Limited

Ms. Geeta Mathur

DIN: 02139552

53

B-1/8, Vasant

Vihar,

New Delhi –

110057

31/01/2014 1. NIIT Limited

2. IIFL Finance

Limited

3. IIFL Wealth

Management

Limited

4. Tata

Communication

Transformation

Services Limited

5. India Infoline

Finance Limited

6. JTEKT India

Limited

7. Sentiss Pharma

Private Limited

8. J.K. Helene Curtis

Limited

9. Ummeed Housing

Finance Private

Limited

10. Info Edge (India)

Limited

11. IPE Global Centre

for Knowledge and

Development

32


DIN


the Company

since

Details of other

Directorships*

(Details of Indian



provided)

Mr. Naveen Ganzu

DIN: 00094595

57

08, Ozone

Residenza,

Haralur Main Road,

Bangalore South,

Bangalore -560102

14/10/2015 Nil

Mr. Laksh Vaaman Sehgal

DIN: 00048584

37

48, Queens Grove

London NW86HH,

UK

30/04/2009 1. Motherson Auto

Limited

2. Motherson Auto

Solutions Limited

3. Motherson Air

Travel Agencies

Limited

4. Advantedge

Technology

Partners Private

Limited

5. Samvardhana

Motherson Auto

System Private

Limited

6. Samvardhana

Motherson

International

Limited

7. Samvardhana

Motherson Adsys

Tech Limited

8. Renu Farms Private

Limited

9. Motherson Sumi

Infotech & Designs

Ltd.

Mr. Takeshi Fujimi

DIN: 08501292

58

4-2-34, Sanjyo

Suzuka Mie

Prefecture, Japan-

5130806

11/07/2019 Nil

Mr. Pankaj Mital

DIN: 00194931

53

C-9, Sector – 50,

Noida – 201 303

(U.P.)

02/09/2011 1. SMR Automotive

Systems India

Limited

2. Motherson

Innovations Tech

Limited

Note: Company to disclose name of the current directors who are appearing in the RBI defaulter list

and/ or ECGC default list, if any: Not Applicable

33

(ii) Details of change in directors of the Issuer since last three years

Name, Designation and DIN Date of appointment /

resignation

Director of the

Issuer since (in case

of resignation)

Remarks

Mr. Toshimi Shirakawa May 23, 2018 September 17, 2003 Resignation

Mr. Shunichiro Nishimura May 23, 2018 -- Appointment

Ms. Noriyo Nakamura July 11, 2019 January 31, 2014 Resignation

Mr. Takeshi Fujimi July 11, 2019 -- Appointment

VIII. Following details regarding the auditors of the Issuer

(i) Auditors of the Issuer

Name Address Auditor Since

S R Batliboi & CO.

LLP

Golf View Corporate Tower B, Sector 42, Sector

Road, Gurugram-122002, Haryana

August, 2017

(ii) Details of change in auditor since last three years

Name Address Date of

appointment /

resignation

Auditor of the

Issuer since (in case

of resignation)

Remarks

Price

Waterhouse

Chartered

Accountants

LLP

Building 8,

Tower B, 7th &

8th Floor, DLF

Cyber City,

Gurgaon-

122002,

Haryana

August 21,

2017 Since year 2001

The Auditor was

changed due to

requirement of

Companies Act

IX. Details of Borrowings of the Issuer, as on last quarter end

(i) Details of secured loan facilities

Amount in INR

Million

S.

N

o

Lender

Name Type of Facility

Amount

Outstanding at

31.12.2019*

Repayment

Terms

Security / Principal,

Term and

Conditions

1 HDFC Housing loan

4.93

monthly

installments

till 2020

Residential property

located at Bangalore

(Prestige Golfshire)

2 HDFC Loan Term Loan

5,750.00

bullet

payment in

March 2022

secured by creating a

pledge on Investment

in shares of one of the

subsidiary, MSSL

(GB) Ltd on pari

passu basis.

34

3 BOT Loan ECB

5,704.62

bullet

payment in

March 2022




subsidiary, MSSL

(GB) Ltd on pari

passu basis.

4

Kreissparkass

e Tuttlingen

Long Term Loan

160.03

Repayable

on

30.09.2025

(fixed loan).

Secured pedge of

machinery (first

mortgage)

5 UniCredit

Bank Long Term Loan

96.52

Commencin

g from 30.

September

2016, the

Company

will repay

the loan in

24

instalments,

in 23

regular

quarterly

instalments

in the

amount of

EUR

121.000,-

always due

at the ultimo

of the

calendar

quarter .

The last

instalment

in the

amount of a

residual part

of the

principal,

i.e. EUR

117.000,-

shall be due

on 30. June

2022.

Pledge of the

machine in favour of

Bank, pledge of future

insurance receivables

of the Debtor related

to the machine in

favour of Bank, blank

P/N issued by Debtor.

35

6

Industrial

Development

Corporation

Mortgage Loan

1.59

Repaid in

FY 2019-20

- Joint and several

suretyship in favour

of the IDC by all

shareholders for loans

provided to

Vacuform.

- All shares held in

Vacuform are

ceded/pledged to the

IDC.

-All shareholders loan

are ceded to the IDC.

- General Notarial

Bond over all

moveable assets for R

17,750,000

- Mortagege Bond

over ERF 328 for R

13,500,000

- Mortagage Bond

over ERF 157 for R

1,600,000

-Special Notarial

Bond over new assets

to be financed for R

9,500,000

7

Industrial

Development

Corporation

Suspensive Sale

11.67

Repaid by

March 2020

secured by General

Notarial Bond on

assets of Vacuform

2000 Pty Ltd.

8 Citi Bank Term Loan

5,601.19

Fully repaid

in March

2020




subsidiary, MSSL

(GB) Ltd on pari

passu basis.

9

Senior

Secured

Notes

Term loan

7,892.70

Repayble at

the end of

tenure

18.06.25

a. Guarantee given by

some of the material

subsidiaries of

Samvardhana

Motherson

Automotive Systems

Group B.V.

b. 100% share pledge

of material

subsidiaries of

Samvardhana

Motherson

Automotive Systems

Group B.V.

c. Assets security

given by some

subsidiaries of

Samvardhana

Motherson

36

Automotive Systems

Group B.V.

10

Senior

Secured

Notes

Term loan

23,581.04

Repayble at

the end of

tenure

06.07.24

The Notes are senior

obligations of SMRP

BV and rank pari

passu in right of

payment with all the

SMRP BV’s existing

and future senior

obligations that are

not subordinated in

right of payment to

the Notes, including

the SMRP BV’s

obligations under the

existing Notes and the

Revolving Credit

Facilities. The Notes

are guaranteed on a

senior basis by SMRP

BV and certain of its

subsidiaries and are

also secured by

security interests

granted over certain

property and assets of

the SMRP BV and

certain of its

subsidiaries.

11

Senior

Secured

Notes

LOAN

28,439.65

Repayble at

the end of

tenure

16.12.2021

The Notes are

structured as senior

secured obligations

and will rank pari

passu in right of


existing and future

senior obligations of

SMRP BV, including

the obligations under

the 2025 Notes, the

2021 Notes and the

Revolving Credit


are guaranteed on a

senior secured basis

by certain subsidiaries

of SMRP BV and are

secured by share

pledge and security

interests granted over

certain property and

assets of SMRP BV

37

and certain of its

subsidiaries.

12

MUFG &

First

Abudhabi

Bank (30mn

USD each)

Term Loan

4,229.28

Repayable

in

29/08/2023

The Notes are

structured as senior

secured obligations

and will rank pari

passu in right of


existing and future

senior obligations of

SMRP BV, including

the obligations under

the 2025 Notes, the

2021 Notes and the

Revolving Credit


are guaranteed on a

senior secured basis

by certain subsidiaries

of SMRP BV and are

secured by share

pledge and security

interests granted over

certain property and

assets of SMRP BV

and certain of its

subsidiaries.

13 Shoko

Chukin Bank

22.57

Quarterly

repayments

upto June

2029

Secured against land

and building of MSSL

Japan

14

Dell Bank

International

D.A.C

Long Term Loan

6.28

Repayable

by January

2021

Unsecured

15 Deutsche

Leasing Hire Purchase

94.73

As per Hire

Purchase

Contract-

monthly

from Jan 16

onwards

upto dec

2020

secured by specified

assets located at

Boetzingen plant of

SMP Deutschland

GmbH

16 Other

Finance lease Finance Lease

7.32

Various

monthly

installments

secured by

hypothecation of

assets underlying the

leases.

17 DAL GmbH

- Purpurin Finance Lease

101.36

30th April

2024

secured by

hypothecation of


leases.

38

18 IBERCAJA Finance Lease

0.26

before

March 20

secured by

hypothecation of


leases.

19 IBK Capital Finance Lease

41.63

before

March 2021

secured by

hypothecation of


leases.

20 IBK Capital Finance Lease

74.54

Monthly

principal

and interest

repayment

of semen

Maturity

date : 2021-

07-25

secured by

hypothecation of


leases.

21 Car lease

(SMR Japan) Finance Lease

0.34

MARCH

2020

secured by

hypothecation of


leases.

22 Standard

bank Long term loan

1.57

Monthly

installments

upto Sep

2021

Against vehicle

23

Deutsche

Leasing -

Media

Long Term Loan

4.25

Repayable

in monthly

instalments

until

01.10.2020.

Lease-Purchase

Agreement. -secured

against media

technology

24

Deutsche

Leasing -

Office

Equipment

Long Term Loan

10.63

Repayable

in monthly

instalments

until

01.12.2021.

Lease-Purchase

Agreement. -secured

against office

equipment

25

Erste

Corporate -

Overdraft

Facility

(Borrower

MSP CZ)

Multipurpose

Line

33.83

Repayble

on demand

Pledge of land and

building and customer

receivables,

subordination of

intercompany loans

granted by group

companies

26

National

Australia

Bank (NAB)

WCDL

68.11

Payable

after 1 year

1) Registered

mortgage over

property of MSSL

Australia

2) Fixed & floating

charge over property

of MSSL Australia ,

MEPL and MIPL.

39

27 CITI BANK CC

638.54

Repayble

on demand

secured by first pari

passu charge on entire

current assets of the

Company including

receivables, both

present and future and

second pari passu

charge over the fixed

assets of the Company

including equitable

mortgage of specified

properties.

28 Citi Bank Credit Line

371.18

Repayble

on demand

Secured by Stock &

Property

29 Deutche

Leasing Revolver loan

363.43

Payable on

demand

secured against

guarantee of

Samvardhana

Motherson

Automotive Systems

Group BV (SMRP

BV) and certain

subsidiaries and also

against same

collaterals as all the

existing Senior

Secured Notes issued

by SMRP BV and

reported under non-

current borrowings.

30 Citi bank Revolver loan

518.15

Payable on

demand

secured against

guarantee of

Samvardhana

Motherson

Automotive Systems

Group BV (SMRP

BV) and certain


against same


existing Senior


by SMRP BV and

reported under non-

current borrowings.

31

BANK OF

AMERICA,

N.A.

Revolver loan

1,784.50

Repayble

on demand

secured against

guarantee of

Samvardhana

Motherson

Automotive Systems

Group BV (SMRP

BV) and certain


against same


40

existing Senior


by SMRP BV and

reported under non-

current borrowings.

32 HSBC

MEXICO SA Revolver loan

1,998.64

Repayble

on demand

secured against

guarantee of

Samvardhana

Motherson

Automotive Systems

Group BV (SMRP

BV) and certain


against same


existing Senior


by SMRP BV and

reported under non-

current borrowings.

Total Secured

87,615

(ii) Details of unsecured loan facilities

Amount in INR Million

S. No Lender Name Nature of

Facility

Amount

Outstanding at

31.12.2019*

Repayment Terms

1 PICUP Interest free

loan

122.62

Payment in November 2022, March

23 & Dec 26

2 Shoko Chukin

Bank Term Loan

8.94 Montly repayments upto Feb 2021

3 IBK Capital Term Loan

594.84 Bullet payment in FY 2020-21

4 Ogaki

Kyoritsu Bank Term Loan

27.38 Montly repayments upto March 2021

5 A Taylor Working

Capital

26.32

Shareholder loan

No fixed repayment terms

6 M Mokgatle Working

Capital

2.04

Shareholder loan


7 W J Du Toit Working

Capital

14.54

Shareholder loan


8 W J Du Toit Working

Capital

18.16

Shareholder loan


9 R J Manyapye Working

Capital

0.15

Shareholder loan


10 Ministerio

Iberica Granted loan

81.25 Yearly upto July 26

41

11 Ministerio

Iberica Granted loan

43.68

Yearly

November 22

12 CDTI loans Granted

Loans

36.86 Twice a year until March 24

13 SEI loans Granted loans

119.19 Yearly Until May 2025

14 SA

Government 99 Year Loan

43.10 Repayable from 2074

15 Government of

Spain

Long Term

Loan

29.37

2 payment per year, one in November

and one in May 28.577,00 each

payment

'One payment July 2019, 62.768,62€

16

Government of

Spain (Center

for Industrial

Technological

Development)

Long Term

Loan

11.23

One payment per year 62.768,62€

each payment in July. Last payment

July 2026.

17

Government of

Spain (Center

for Industrial

Technological

Development)

Long Term

Loan

10.39

'2 payment one in 11/05/2019 and

one in 11/11/19 amount 28.577,00

Eur each payment.

18 SAMIL

Mauritius Term Loan

2,136.45 Repaid in March 2020

19 Finance lease Term Loan

4.15 Fully repaidd in FY 2020-21

20 ANZ Term Loan

359.78

15 Quarterly installments starting

from April 2020

21 SAMIL

Mauritius Term Loan

5,881.25 Dec-26

22 CAIXA Long Term

Loan

328.64 Quarterly until July 2025

23 HSBC Revolver loan

174.73 Payable after 1 year

24 MUFG London Term loan

1,776.26 Payable on demand

25 HSBC Revolver loan

5,441.15 Repayable within 6 months

26 MIZUHO bank Term loan

1,000.00 Payable within 6 Months

27 Citi Bank Credit Line

281.83 Payable on demand

28 Citi Credit Line


29 IBK Bejing working

capital


30 IBK Bejing working

capital


31 IBK Korea Overdraft


32 ANZ Term loan


42

33 Citi bank Revolver loan

880.19 Due in March 2020

Total Unsecured

21,226

(iii) Details of non-convertible debentures – Not applicable

List of Top 10 Debenture Holders Not Applicable

(iv) The amount of corporate guarantee issued by the Issuer along with the name of the

counter party (like name of subsidiary, JV entity, group company, etc.) on behalf of whom

it has been issued.

Amount in INR

million

Favour of Bank / FI For

Amount of

Facility

INR

Amount

of CG

INR

Citibank NA MSSL (GB) LTD

5,601

6,401

The Hongkong and Shanghai Banking

Corporation Limited, Mauritius Branch MSSL (GB) LTD

10,402

11,602

ANZ Bank (Thai) Public Company Limited,

Thailand

MSSL WH System

(Thailand) Co. Ltd

600

660

MUFG BANK, LTD., LONDON BRANCH MSSL Mauritius

Holdings Ltd.

1,785

1,963

Ministry of Foreign Affairs and trade of

Hungary

MSSL WH System

(Thailand) Co.

430

430

18,818

21,057

(v) Details of Commercial Paper – The total face value of commercial papers outstanding as

on the latest quarter end to be provided and its breakup in the following table:

Amount in

INR Million

S. No Lender Nature of Facility

Amount

Outstanding at

31.12.2019

Repayment

Terms

1. SEB/Note holders Commercial paper

800.2

Due on 27 Jan

2020

2. SEB/Note holders Commercial paper

1,200.3

Due on 16

March 2020

3. Pohjola/Note holders Commercial paper

800.2

Due on 12

March 2020


1,200.3

Due on 28 Feb

2020


800.2

Due on 28 Feb

2020


1,200.3

Due on 27 Jan

2020

Total Commercial papers

6,001.3

43

(vi) Details of all default/s and/or delay in payments of interest and principal of any kind of

term loans, debt securities and other financial indebtedness including corporate

guarantee issued by the Issuer, in the past 5 years: Not Applicable

(vii) Details of any outstanding borrowings taken/ debt securities issued where taken / issued

(i) for consideration other than cash, whether in whole or part, (ii) at a premium or

discount, or (iii) in pursuance of an option: Not Applicable

X. Details of the Promoters of the Issuer

(i) Details of Promoter Holding of the Issuer as on the latest quarter end i.e. on March 31,

2020

S.

No.

Name of the

shareholders

Total No of

equity

shares

No of shares

in demat

form

Total

sharehold

ing as %

of total

no of

equity

shares

No of shares

pledged

% of

shares

pledged

with

respect

to shares

owned

1

.

Samvardhana

Motherson

International

Ltd.

1055750653 1055750653 33.43 254,397,165

24.10

2 Sumitomo

Wiring Systems

Ltd.

792637291 792637291 25.10 Nil

Nil

3 Mr. Vivek

Chaand Sehgal

73165402 73165402 2.32 Nil Nil

4 Mrs. Geeta Soni 8610328 8610328 0.27 Nil Nil

5 Mrs. Nilu Mehra 7869690 7869690 0.25 Nil Nil

6 Mrs. Renu

Sehgal

150085 150085 0.00 Nil Nil

7 Mr. L.V. Sehgal 123 123 0.00 Nil Nil

8 H. K. Wiring

Systems Ltd.

7660351 7660351 0.24 Nil Nil

9 Radha Rani

Holdings Pte.

Ltd.

3442623 3442623 0.11 Nil Nil

XI. Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information (Profit & Loss Statement, Balance Sheet and Cash Flow Statement) for last

three years and auditor qualifications, if any

- Abridged Version of Audited Consolidated Financial Information and Audited Standalone

Financial Information for last 3 years given in Schedule 4

44

XII. Abridged Version of Latest Audited / Limited Review Half-Yearly Consolidated (wherever

available) and Standalone Financial Information (Profit and Loss and Balance Sheet) and

auditor qualifications, if any

- Abridged Version of Latest Audited Standalone # Financial Information for Half Year Ending

September 30, 2019 and Latest Audited Consolidated Financial Information for Half Year

Ending September 30, 2019 are given in Schedule 5

XIII. Any material event/ development or change having implications on the financials/credit

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax

litigations resulting in material liabilities, corporate restructuring event etc.) at the time of

issue which may affect the issue or the investor's decision to invest / continue to invest in the

debt securities. – Not Applicable

XIV. Debenture Trustee

- Axis Trustee Services Limited has given its consent to the Issuer for its appointment as

debenture trustee vide its letter dated April 10 2020 and has entered into a Debenture Trustee

Agreement dated April 16, 2020 with the Issuer. The Issuer proposed to enter into a Debenture

Trust Deed within 90 (ninety) days from the Deemed Date of Allotment, inter-alia, specifying

the terms and conditions of the Debentures and the powers, authorities and obligations of the

Issuer and the Debenture Trustee in respect of the Debentures. Copy of the consent letter dated

April 10 2020 is enclosed in this Disclosure Document as Schedule 1. The Debenture Trustee

has given its consent to the Issuer for its appointment under applicable laws.

XV. The detailed rating rationale(s) adopted (not older than 1 year on the date of opening of the

Issue) / credit rating letter issued (not older than 1 month on the date of opening of the

Issue) by the rating agencies

- Schedule 2 to this Disclosure Document may be referred for provisional rating letter issued by

the Credit Rating Agency and the rating rationale respectively. The final rating will be issued

prior to the Deemed Date of Allotment.

XVI. If the security is backed by a guarantee or letter of comfort or any other document / letter

with similar intent, a copy of the same shall be disclosed. In case such document does not

contain detailed payment structure (procedure of invocation of guarantee and receipt of

payment by the investor along with timelines), the same shall be disclosed in the offer

document. – Not Applicable

XVII. Copy of consent letter from the Debenture Trustee

- Attached in Schedule 1.

XVIII. Listing of Debentures

The Debentures are proposed to be listed on BSE.

XIX. Other Details

(i) Debenture Redemption Reserve - relevant regulations and applicability

Not applicable

45

(ii) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines,

etc.)

The Debentures offered are subject to provisions of the Companies Act, SEBI ILDS

Regulations, SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015,

SEBI (Debenture Trustees) Regulations, 1993, Securities Contracts (Regulation) Act,

1956, as amended, the Depositories Act, 1996, as amended and rules and regulations

made under these enactments (as applicable).

XX. Governing Law and Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing laws of

India. Any dispute arising thereof will be subject to the exclusive jurisdiction of the courts at

New Delhi in India.

D. DISCLOSURES PERTAINING TO WILFUL DEFAULTS

Neither the Company, nor its directors or promoters have been declared to be a wilful defaulter

and do not appear in the RBI’s willful defaulter’s list or CIBIL’s defaulter’s list or ECGC’s

caution list.

E. ISSUE PROCEDURE

The Issuer proposes to issue the Debentures on the terms as set out in this Disclosure Document

subject to the provisions of the Companies Act, the SEBI ILDS Regulations, the Debenture Trust

Deed and other applicable laws. This section applies to all applicants.

(i) Mode of bidding

The Debentures are proposed to be issued in the closed bidding mode in accordance with

the SEBI EBP Circulars read with the BSE EBP Operational Guidelines. There are two

modes of bidding prescribed by the SEBI EBP Circulars read with the BSE EBP

Operational Guidelines, namely: (a) open bidding; and (b) closed bidding. Under closed

bidding there shall be no real time dissemination of bids on the EBP.

(ii) Who can bid/ apply/ invest

All Eligible Investors specifically mapped by the Issuer on the EBP, are eligible to bid /

invest / apply for this Issue.

All applicants are required to comply with the relevant regulations/ guidelines

applicable to them for investing in the Issue as per the norms approved by SEBI,

RBI or any other statutory body from time to time, including but not limited to

BSE EBP Operational Guidelines as published by BSE on its website for investing

in this Issue. The contents of this Disclosure Document and any other information

supplied in connection with this Disclosure Document or the Debentures are

intended to be used only by those investors to whom it is distributed. It is not

intended for distribution to any other person and should not be reproduced or

disseminated by the recipient.

The Issue will be under the electronic book mechanism as required in terms of the

SEBI EBP Circulars read with the BSE EBP Operational Guidelines.

However, out of the aforesaid class of investors eligible to invest, this Disclosure

Document is intended solely for the use of the person to whom it has been sent by the

Issuer for the purpose of evaluating a possible investment opportunity by the recipient(s)

46

in respect of the securities offered herein, and it is not to be reproduced or distributed to

any other persons (other than professional advisors of the prospective investor receiving

this Disclosure Document from the Issuer).

(iii) How to bid

All Eligible Investors will have to register themselves as a one-time exercise (if not

already registered) with BSE’s Bond Platform offered by BSE for participating in

electronic book building mechanism. Eligible Investors should refer to the BSE EBP

Operational Guidelines for issuance of debt securities on private placement basis

through an electronic book mechanism as available on the website of BSE. Eligible

Investors will also have to complete the mandatory know-your-customer verification

process. Eligible Investors should refer to the SEBI EBP Circular.

(a) The details of the Issue shall be entered on the EBP by the Issuer at least 2 (two)

working days prior to the Issue Opening Date, in accordance with the SEBI EBP

Circulars read with the BSE EBP Operational Guidelines.

(b) The Issue will be open for bidding for the duration of the bidding window that

would be communicated through the Issuer’s bidding announcement on the EBP,

at least 1 (one) working day before the start of the Issue Opening Date.

Some of the key guidelines in terms of the current SEBI EBP Circulars read with the

BSE EBP Operational Guidelines, are as follows:

(a) Modification of Bid:

Eligible Investors may note that modification of bid is allowed during the bidding

period. However, in the last 10 minutes of the bidding period, revision of bid is

only allowed for improvement of yield and upward revision of the bid size.

(b) Cancellation of Bid

Eligible Investors may note that cancellation of bid is allowed during the bidding

period. However, in the last 10 minutes of the bidding period / window, no

cancellation of bids is permitted.

(c) Multiple Bids

Eligible Investors may note that multiple bids are permitted.

(d) Withdrawal of Issue

The Issuer may, at its discretion, withdraw the issue process on the following

conditions:

(i) Non-receipt of bids up to the issue size;

(ii) The bidder has defaulted on payment towards the allotment, within the

stipulated time frame, due to which the Issuer is unable to fulfil the issue

size;

(iii) The cut-off yield entered by the bidder is higher than the estimated cut-off

yield disclosed to the EBP.

Provided that the Issuer shall accept or withdraw the Issue on the EBP within 1

(one) hour of the closing of the bidding window, and not later than 6 pm on the

Issue Closing Date.

However, Eligible Investors should also refer to the SEBI EBP Circulars read with

the BSE EBP Operational Guidelines, as prevailing on the date of the bid.

47

(iv) Right to accept or reject bids

The Issuer reserves its full, unqualified and absolute right to accept or reject any bid(s),

in part or in full, without assigning any reason thereof and to make provisional / final

allocations at its absolute discretion.

(v) Provisional / Final allocation

Allocation shall be made on a yield-time priority basis. Post completion of bidding

process, the Issuer will upload the provisional allocation on the BSE-BOND EBP

Platform. Once the allocation is done then the successful bidders can see their respective

allocations on the allocation report generated by the BSE- BOND EBP Platform.

(vi) Payment mechanism

Subscription should be as per the final allocation made to the successful bidder as

notified by the Issuer. Successful bidders should pay-in the subscription amount in to the

ICCL Account on or before 10.30 am on the Pay-in Date, the details of which have been

provided in this Disclosure Document. Successful bidders should ensure that they pay

from the bank accounts that they have registered with the BSE-BOND EBP Platform at

the time of registration.

Note: If the successful bidders fail to pay the subscription monies within the time

prescribed, their bid will be liable to be rejected and the Issuer shall be not be liable to

issue and allot any debentures to such bidders.

Subscription monies will be paid out from the ICCL Account into the Issuer Account,

the details of which have been provided in this Disclosure Document. This transfer will

be done in accordance with the procedure prescribed by the SEBI EBP Circulars read

with the BSE EBP Operational Guidelines.

Cheque(s), demand draft(s), Money orders, postal orders will not be accepted. The bank

with which the ICCL Account is existing assumes no responsibility for any applications

lost in mail. Applications should be for the number of Debentures applied by the

investor. Applications not completed in the said manner are liable to be rejected. The

applicant or in the case of an application in joint names, each of the applicant, should

mention his/her PAN details, or where the same has not been allotted, the GIR No. and

the income tax circle/ward/district. As per the provision of Section 139A (5A) of the

Income Tax Act, PAN/GIR No. needs to be mentioned on the tax deducted at source

certificates. Hence, the investor should mention his PAN/GIR No. In case neither the

PAN nor the GIR Number has been allotted, the applicant shall mention “Applied for”

nor in case the applicant is not assessed to income tax, the applicant shall mention ‘Not

Applicable’ (stating reasons for non-applicability) in the appropriate box provided for

the purpose. Application forms without this information will be considered incomplete

and are liable to be rejected.

All applicants are requested to tick the relevant column “Category of Investor” in the

application form.

For further instructions about how to make an application for applying for the

Debentures and procedure for remittance of application money, please refer to the

section titled “Application Process and Other Issue Related Details” below.

(vii) Terms of Payment

The full-face value of the Debentures applied for, is to be paid in such process as has

been listed in this Disclosure Document.

48

(viii) Force Majeure

The Issuer reserves the right to withdraw the issue prior to the Issue Closing Date in the

event of any unforeseen development adversely affecting the economic and regulatory

environment.

(ix) Post-allocation disclosures by the EBP

Upon allocation of the Debentures, the Issuer shall disclose the size of the Issue, coupon

rate, the number of successful bidder, category of the successful bidders etc., in

accordance with the SEBI EBP Circulars. The BSE-BOND EBP Platform shall upload

the data provided by the Issuer on its website to make it available to the public.

(x) Depository arrangements

The Issuer has appointed Kfin Technolgies Private Limited having its office at Selenium

Building , Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda,

Serlingampally, Hyderabad – 500032, Phone: 040 67162222 as the RTA for the present

Issue. The Issuer has entered into necessary depository arrangements with NSDL for

dematerialization of the Debentures offered under the present Issue, in accordance with

the Depositories Act, 1996 and regulations made there under. In this context, the Issuer

has signed tripartite agreement with the NSDL and the RTA for dematerialization of the

Debentures offered under the present Issue.

(xi) Procedure for applying for the demat facility

(a) Applicant(s) must have a beneficiary account with any Depository Participant of

NSDL prior to making the application.

(b) For subscribing to the Debentures, names should be identical to those appearing in

the account details of the Depository. In case of joint holders, the names should

necessarily be in the same sequence as they appear in the account details in the

Depository.

(c) If incomplete/ incorrect beneficiary account details are given which does not match

with the details in the depository system, it will be deemed to be an incomplete

application and the same be held liable for rejection at the sole discretion of the

Issuer.

(d) The Debentures shall be directly credited to the beneficiary account and after due

verification, allotment advice/ refund order, if any, would be sent directly to the

applicant by the RTA but the confirmation of the credit of the Debentures to the

applicant’s depository account will be provided to the applicant by the Depository

Participant of the applicant.

(e) Interest or other benefits with respect to the Debentures would be paid to those

holders whose names appear on the list of beneficial owners given by the depository

to the Issuer as on the Record Date. In case, the beneficial owner is not identified by

the depository on the Record Date due to any reason whatsoever, the Issuer shall

keep in abeyance the payment of interest or other benefits, till such time the

beneficial owner is identified by the depository and intimated to the Issuer. On

receiving such intimation, the Issuer shall pay the interest or other benefits to the

beneficiaries identified, within a period of 15 calendar days from the date of

receiving such intimation.

(f) Applicants may please note that the Debentures shall be allotted and traded on the

stock exchange(s) only in dematerialized form.

(xii) Letter of allotment / Debenture certificate / Refund order / Issue of letter of allotment

The beneficiary account of the investor(s) with NSDL / Depository Participant will be

given initial credit within 2 (two) days from the Deemed Date of Allotment and

confirmation of the credit of Debentures shall be provided by the relevant Depository

49

within 2 (two) days from the Deemed Date of Allotment. The initial credit in the account

will be akin to the letter of allotment. On completion of the all statutory formalities, such

credit in the account will be akin to a debenture certificate.

(xiii) Issue of debenture certificates

Subject to the completion of all statutory formalities within time frame prescribed in the

applicable laws, the initial credit akin to a letter of allotment in the beneficiary account

of the investor would be replaced with the number of Debentures allotted. The

Debentures since issued in electronic (dematerialized) form, will be governed as per the

provisions of the Depository Act, SEBI (Depositories and Participants) Regulations,

1996, rules notified by NSDL / Depository Participant from time to time and other

applicable laws and rules notified in respect thereof. The Debentures shall be allotted in

dematerialized form only.

50

APPLICATION PROCESS AND OTHER ISSUE RELATED DETAILS

Terms of offer are set out under the section “Issue Details”. Below are the general terms and

conditions.

Issue

Issue of the Debentures with a face value of INR 10,00,000 (Rupees ten lakhs only) each, for an

aggregate principal amount of upto INR 500,00,00,000 (Rupee five hundred crores only) on a private

placement basis not open for public subscription.

Compliance with laws

The Issue of Debentures is being made in reliance upon Companies Act, the SEBI ILDS Regulations,

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Debenture

Trustees) Regulations, 1993 and other applicable laws in this regard.

Who Can Apply

Only the persons who are eligible participants for the electronic platform prescribed by SEBI for

listing the Debentures are eligible to apply for the Debentures. An application made by any person

who has not made a successful bid on the electronic platform prescribed by SEBI will be deemed as

an invalid application and rejected. In order to subscribe to the Debentures a person must belong to

one of the categories of Eligible Investors, in each case, in accordance with applicable law.

The application must be accompanied by certified true copies of (i) memorandum and articles of

association, (ii) board resolution authorising investments or letter of authorization or power of

attorney or other resolution authorizing investment and containing operating instructions, and (iii)

specimen signatures of authorized signatories.

DISCLAIMER: AN APPLICATION, EVEN IF COMPLETE IN ALL RESPECTS, IS LIABLE TO

BE REJECTED WITHOUT ASSIGNING ANY REASON FOR THE SAME. THE LIST OF

DOCUMENTS PROVIDED ABOVE IS ONLY INDICATIVE, AND AN INVESTOR IS

REQUIRED TO PROVIDE ALL THOSE DOCUMENTS / AUTHORIZATIONS / INFORMATION,

WHICH ARE LIKELY TO BE REQUIRED BY THE ISSUER. THE ISSUER MAY, BUT IS NOT

BOUND TO REVERT TO ANY INVESTOR FOR ANY ADDITIONAL DOCUMENTS /

INFORMATION, AND CAN ACCEPT OR REJECT AN APPLICATION AS IT DEEMS FIT.

INVESTMENT BY INVESTORS FALLING IN THE CATEGORIES MENTIONED ABOVE ARE

MERELY INDICATIVE AND THE ISSUER DOES NOT WARRANT THAT THEY ARE

PERMITTED TO INVEST AS PER EXTANT LAWS, REGULATIONS, ETC. EACH OF THE

ABOVE CATEGORIES OF INVESTORS IS REQUIRED TO CHECK AND COMPLY WITH

EXTANT RULES/REGULATIONS/ GUIDELINES, ETC. GOVERNING OR REGULATING

THEIR INVESTMENTS AS APPLICABLE TO THEM AND THE ISSUER IS NOT, IN ANY

WAY, DIRECTLY OR INDIRECTLY, RESPONSIBLE FOR ANY STATUTORY OR

REGULATORY BREACHES BY ANY INVESTOR, NEITHER IS THE ISSUER REQUIRED TO

CHECK OR CONFIRM THE SAME.

How to Apply

Application(s) for the Debentures must be made submitting the Applications Form which must be

completed in block letters in English.

The payment can be made by Real Time Gross Settlement (RTGS) by crediting the funds to the

account of the clearing corporation of the Stock Exchange selected by the Issuer for pay-in of

51

subscription monies as prescribed under the electronic book building procedure (“ICCL Account”).

The details of the ICCL Account are as given below:

Beneficiary Name Indian Clearing Corporation Ltd

Name of Beneficiary Bank HDFC Bank Limited

Account number of

Beneficiary Bank

ICCLEB

IFSC Code of Beneficiary

Bank HDFC0000060

The subscription monies transferred to the ICCL Account, by the applicants successful under the

electronic book building procedure will subsequent to the fulfilment of procedural requirements under

the applicable law, be transferred to the Issuer Account. The details of the Issuer Account are as

follows:

Beneficiary Name Motherson Sumi Systems Limited

Address of Beneficiary 11th Floor, Plot No. 1, Sector-127, Greater Noida Expressway, Noida-

201301

Name of Beneficiary

Bank and Address

Axis Bank Limited acting through branch office at New Delhi Main

Branch, 148 GF, Statesman House, Barakhamba Road, New Delhi

110001

Account number of

Beneficiary Bank 007010200012829

Account Name Motherson Sumi Systems Limited

The applications must be accompanied by certified true copies of (i) a letter of authorization, and (ii)

specimen signatures of authorised signatories.

Instructions for application

1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank must be left

between two or more parts of the name.

2) Signatures should be made in English.

3) The Debentures are being issued at par to the face value. Full amount has to be paid on

application per Debenture applied for. Applications for incorrect amounts are liable to be

rejected. Face Value: INR 10,00,000 (Rupees ten lakh only) each.

4) Money orders or postal orders will not be accepted. The payments can be made by NEFT/

RTGS, the details of which are given above. Payment shall be made from the bank account of

the person subscribing. In case of joint-holders, monies payable shall be paid from the bank

account of the person whose name appears first in the application.

5) No cash will be accepted.

6) The applicant should mention its permanent account number or the GIR number allotted to it

under the Income Tax Act, 1961 and also the relevant Income-tax circle/ward/District.

7) Applications under power of attorney/relevant authority

In case of an application made under a power of attorney or resolution or authority to make the

application a certified true copy of such power of attorney or resolution or authority to make the

application and the Memorandum and Articles of Association and/or bye-laws of the investor

52

must be attached to the application form at the time of making the application, failing which,

the Issuer reserves the full, unqualified and absolute right to accept or reject any application in

whole or in part and in either case without assigning any reason therefore. Further any

modifications / additions in the power of attorney or authority should be notified to the Issuer at

its registered office. Names and specimen signatures of all the authorised signatories must also

be lodged along with the submission of the completed application.

8) An application once submitted cannot be withdrawn. The applications should be submitted

during normal banking hours at the office mentioned below:

Motherson Sumi Systems Limited

11th Floor, Plot No. 1, Sector-127,

Noida-Greater Noida Expressway,

Noida-201301

9) The applications would be scrutinised and accepted as per the terms and conditions specified in

this Disclosure Document.

10) Any application, which is not complete in any respect, is liable to be rejected.

11) The investor / applicant shall apply for the Debentures in electronic, i.e., dematerialised form

only. Applicants should mention their Depository Participant’s name, DP-ID and Beneficiary

Account Number in the application form. In case of any discrepancy in the information of

Depository/Beneficiary Account, the Issuer shall be entitled to not credit the beneficiary’s

demat account pending resolution of the discrepancy.

The applicant is requested to contact the office of the Issuer as mentioned above for any clarifications.

Succession

In case the Debentures are held by a person other than an individual, the rights in the Debenture shall

vest with the successor acquiring interest therein, including a liquidator or such person appointed as

per the applicable laws.

Over and above the aforesaid terms and conditions, the Debentures, if any issued under this

Disclosure Document, shall be subject to this Disclosure Document, the Debenture Trust Deed and

also be subject to the provisions of the constitutional documents of the Issuer.

Option to Subscribe

The Issuer has made arrangements for issue and holding of the Debentures in dematerialized form.

Right to accept or reject applications

The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or

in full, without assigning any reason thereof. The rejected applicants will be intimated along with the

refund warrant, if applicable, to be sent. Application would be liable to be rejected on one or more

technical grounds, including but not restricted to:

1) incomplete application forms;

2) applications exceeding the Issue size;

3) bank account details have not been provided;

53

4) details for issue of Debentures in electronic / dematerialised form not given;

5) PAN or GIR No. and the income tax circle / ward / district is not given;

6) in case of applications made through power of attorneys, if the relevant documents are not

submitted.

The full amount of Debenture has to be submitted along with the application form. Also, in case of

over subscription, the Issuer reserves the right to increase the size of the placement subject to

necessary approvals/certifications, and the basis of allotment shall be decided by the Issuer.

Allotment

The Debentures allotted to investor in dematerialized form would be directly credited to the

beneficiary account as given in the application form after verification. The Debentures will be

credited to the account of the allottee(s) as soon as practicable but in any event within two (2) days of

Deemed Date of Allotment.

Register of Debentures Holder(s)

A register of all Debenture Holder(s) containing necessary particulars of the Debenture Holders will

be maintained by the Issuer at its registered office. A copy of the register of the Debenture Holder(s)

will also be maintained by the Issuer at its corporate office.

Transfer / Transmission

The Debentures shall be transferable freely to all classes of Eligible Investors. It is clarified that the

Debentures are not intended to be held by any category of persons who are not Eligible Investors.

Subject to the foregoing, the Debentures may be transferred and/or transmitted in accordance with the

applicable provisions of the Companies Act. The Debentures held in dematerialised form shall be

transferred subject to and in accordance with the rules/procedures as prescribed by depositories and

the relevant Depository Participants of the transferor or transferee and any other applicable laws and

rules notified in respect thereof. The transferee(s) should ensure that the transfer formalities are

completed prior to the Record Date. In the absence of the same, interest will be paid/redemption will

be made to the person, whose name appears in the register of Debenture holders maintained by the

Depositories. In such cases, claims, if any, by the transferees would need to be settled with the

transferor(s) and not with the Issuer.

Provided further that nothing in this section shall prejudice any power of the Issuer to register as

Debenture Holder any person to whom the right to any Debenture of the Issuer has been transmitted

by operation of law.

Subject to the terms of the Debenture Trust Deed, the normal procedure followed for transfer of

securities held in dematerialized form shall be followed for transfer of these Debentures held in

electronic form. The seller should give delivery instructions containing details of the buyer’s

Depository Participant account to its Depository Participant. The Issuer undertakes that there will be a

common transfer form / procedure for transfer of debentures.

The Debentures shall be issued only in dematerialised form in compliance with the provisions of the

Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of

any relevant stock exchange) and these conditions. No physical certificates of the Debentures would

be issued.

54

Authority for the placement

This private placement of Debentures is being made pursuant to the resolution passed by the board of

directors dated April 10, 2020 and Committee of Directors (Administrative Matters) of the Board of

Directors dated April 16, 2020 of the Issuer authorising the Issuer to borrow monies by way of issue

of non-convertible debentures.

The Issuer can carry on its existing activities and future activities planned by it in view of the existing

approvals, and no further approvals from any Government authority are required by the Issuer to carry

on its said activities save and except as may be required for creation of security in connection with the

Debentures.

Record Date

This will be 15 (fifteen) calendar days prior to each payment date. The list of beneficial owner(s)

provided by the Depository as at the end of day of Record Date shall be used to determine the name(s)

of person(s) to whom the interest and/or principal instalment is to be paid.

Effect of Holidays

If any interest payments fall due on a public holiday or Saturdays or Sundays, it will be paid on the

next working day. If any principal payments fall due on a public holiday or Saturdays or Sundays, it

will be paid on the preceding working day.

Redemption on Maturity of Debenture

The Issuer shall pay, in respect of each outstanding Debenture, an amount that is equal to the

outstanding principal amount of that Debenture on the expiry of 3(three) years from the Deemed Date

of Allotment and any accrued but unpaid interest applicable to the principal amount of each

Debenture is payable annually.

Compliance Officer

The investor may contact the Issuer in case of any pre -issue / post-issue related problems such as

non-receipt of letters of allotment / Debenture certificates / refund orders / interest cheques.

Debentures to Rank Pari-Passu

The Debentures of this Issue shall rank pari-passu inter-se without preference or priority of one other

or others.

Payments at Par

Payment of the principal, all interest and other monies will be made to the registered Debenture

Holder(s)/ beneficial owner(s) and in case of joint holders to the one whose name stands first in the

register of Debenture Holder(s) / in the list of beneficial owner(s) provided to the Issuer by the

Depository. Such payment shall be made through electronic clearing services (ECS), real time gross

settlement (RTGS), direct credit or national electronic fund transfer (NEFT).

Right to Re-Purchase and Re-Issue Debenture(s)

The Issuer will have the power, exercisable at its sole and absolute discretion from time to time, to re-

purchase a part or all of its Debentures from the secondary markets or otherwise, at any time prior to

the maturity date, subject to applicable law and in accordance with the prevailing

55

guidelines/regulations issued by the RBI, SEBI and other authorities. In the event of a part or all of its

Debentures being repurchased as aforesaid or redeemed under any circumstances whatsoever, the

Issuer shall have, and shall be deemed always to have had, the power to reissue the Debentures either

by reissuing the same Debentures or by issuing other debentures in their place, in accordance with

applicable laws.

The Issuer may also, at its discretion and as per the prevailing guidelines/regulations of RBI and other

authorities at any time purchase the Debentures at discount, at par or at premium in the open market.

Such Debenture may, at the option of Issuer, be cancelled, held or resold at such price and on such

terms and conditions as the Issuer may deem fit and as permitted by law.

If the Debentures are held by a foreign institutional investor, the Issuer can purchase them only in

accordance with applicable law including prevailing guidelines/regulations issued by the RBI, SEBI

and other regulatory authorities.

All costs incurred by the Debenture Holders (including but not limited to break costs relating to

interest, currency exchange and/or hedge agreements) pursuant to the repurchase by the Issuer before

the redemption date as set out above, will be borne by the Issuer and will be calculated (and the

Debenture Holders will be reimbursed) on the basis as if an acceleration event had occurred.

Tax Benefits

There are no specific tax benefits attached to the Debentures. Investors are advised to consider the tax

implications of their respective investment in the Debentures.

All the rights and remedies of the Debenture holder(s) shall vest in and shall be exercised by the

Debenture Trustees without having it referred to the Debentures holder(s).

Loss of Letter(s) of Allotment / Principal and Interest Payment Instruments

Loss of Letter(s) of Allotment and/ or principal payment instrument / interest payment instrument

should be intimated to the Issuer along with the request for issue of a duplicate Letter(s) of Allotment/

payment instrument(s). If any Letter(s) of Allotment/ payment instrument(s) is lost, stolen, or

destroyed, then upon production of proof thereof, to the satisfaction of the Issuer and upon furnishing

such indemnity, as the Issuer may deem adequate and upon payment of any expenses incurred by the

Issuer in connection thereof, new Letter(s) of Allotment / payment instrument(s) shall be issued. A fee

will be charged by the Issuer, not exceeding such sum as may be prescribed by law.

Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be

dispatched within 7 (seven) days from the Allotment Date of the Debentures. If the Debentures issued

are not listed within 15 (fifteen) days of the Deemed Date of Allotment or for any reason whatsoever,

the Company shall, subject to the terms of the Debenture Trust Deed, immediately redeem/ buy back

the relevant Debentures issued.

Debentures subject to the Debenture Trust Deed, etc.

Over and above the aforesaid terms and conditions, the Debentures, issued under this Disclosure

Document, shall be subject to prevailing guidelines/regulations of RBI and other authorities and also

be subject to the provisions of the Debenture Trust Deed and all documents to be entered into by the

Issuer in relation to the Issue, including this Disclosure Document, the Debenture Trust Deed and

other transaction documents.

56

Governing Law

The Debentures are governed by and will be construed in accordance with Indian law. The Issuer and

Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of RBI, SEBI

and stock exchanges and other applicable regulations from time to time. Applicants, by purchasing the

Debentures, agree that the courts at New Delhi shall have exclusive jurisdiction with respect to

matters relating to the Debentures.

Permission / Consent from the prior creditors and undertaking on creation of charge

The Issuer undertakes to obtain consent from the prior creditors (if required) for the creation of the

Security for the Debentures being issued.

Conflict

In case of any repugnancy, inconsistency or where there is a conflict between the conditions as are

stipulated in this Disclosure Document and the Debenture Trust Deed executed by the Issuer, the

provisions as contained in the Debenture Trust Deed shall prevail and override the provisions of such

Disclosure Document.

Material Contracts and Agreements

Set out below is the statement containing particulars of, dates of, and parties to all material contracts

and agreements of the Issuer:

Memorandum and Articles of Association of the Issuer.

Debenture Trust Deed.

Deed of Hypothecation to be executed between the Issuer and the Debenture Trustee together

with the power(s) of attorney executed pursuant to each of them.

Memorandum of Entry to be entered by the Debenture Trustee (or any security trustee or

security agent as agreed to between the Debenture Trustee and the Issuer).

Director’s Declaration to be executed by an authorised director of the Issuer.

Letter of authority to be issued by the Debenture Trustee.

Debenture Trustee Agreement dated April 16, 2020 executed between the Company and the

Debenture Trustee.

Credit Rating Letter dated April 14, 2020 from India Ratings and Research Private Limited

Consent from Axis Trustee Services Limited to act as debenture trustee vide their letter dated

April 10 2020.

In-principle approval of stock exchange for listing of the Debentures.

Copy of the board resolution(s) of the Issuer authorizing, inter alia, issue of the Debentures

dated April 10, 2020.

Copy of the resolution passed by the Committee of Directors (Administrative Matters) of the

Board of Directors dated April 16, 2020 finalising the terms of the Debentures.

An undertaking from the Issuer stating that the necessary documents for the creation of the

charge, where applicable, including the Debenture Trust Deed will be executed within the time

frame prescribed in the relevant Transaction Documents and as per applicable law, and the

same shall be uploaded on the website of the stock exchange where the Debentures have been

listed, within 5 (five) working days of execution of the same.

57

ISSUE DETAILS

Below is a brief summary of the terms and conditions of the Debentures, each of which shall be

more particularly specified in the Debenture Trust Deed.

Security Name Non-Convertible Redeemable Debentures

Issuer Motherson Sumi Systems Limited (“MSSL”)

Type of Instrument Listed, Rated, Secured, Redeemable Non-Convertible

Debentures (“NCDs” or “Debentures”)

Nature of Instrument Non-convertible Redeemable Debentures

Seniority Senior

Mode of Issue Private Placement

Eligible Investors As stated above.

Listing (including name of stock

Exchange(s) where it will be listed

and timeline for listing)

Listing with BSE within 15 days from the Deemed Date of

Allotment.

Rating of the Instrument [Provisional IND AAA/RWN] from India Ratings and

Research Private Limited

Issue Size Upto 5000 (Five Thousand) listed, rated, secured

redeemable non-convertible debentures, bearing face value

of INR 10,00,000 (Rupee ten lakhs only) each, for an

aggregate principal amount of upto INR 500,00,00,000

(Rupees five hundred crores only).

Option to retain oversubscription

(Amount)

No

Objects of the Issue Proceeds of the Issue will be used for:

1. Refinancing of existing debt, and/or

2. General corporate purpose

, and/or

3. Working Capital

(Provided that the Issue proceeds shall not be used for any

purpose as not permissible by RBI for bank financing)

Details of the utilization of the

Proceeds

Same as above.

Coupon/Coupon Rate 7.84 % p.a.

Step Down/ Step Up Coupon Rate1 The Coupon will be reset if the rating of the Issuer is

downgraded during the tenure of the Debentures. The

1 If there is any change in Coupon Rate pursuant to any event including elapse of certain time

period or downgrade in rating, then such new Coupon Rate and events which lead to such

change should be disclosed.

58

coupon rate shall remain the same in case of downgrade of

rating from “AAA” to “AA+”. The coupon rate shall be

increased by 0.25% per annum for downgrade of rating

“AA+” to “AA”. In the event of credit rating upgrade, the

coupon shall be reduced by 0.25% per annum for upgrade

from AA to “AA+”

In the event of Credit Rating downgrade to “AA-” or lower

by India Ratings, one of the following options shall be

exercised:

1. Debenture Holders will have the right to

mandatorily redeem the entire outstanding

Debentrues; Issuer will have the right to voluntarily

redeem the Debentures.

2. the coupon will be increased by 0.50% per annum

for downgrade from “AA“ to “AA-” and every

notch below “AA-” thereafter. A step down coupon

of 0.50% will apply for each upgrade of credit rating

from AA- to AA.

Coupon Payment Frequency Annually

Coupon payment dates April 20 each year provided that the final Coupon Payment

Date will be the same as the Scheduled Redemption Date.

Coupon Type Fixed

Mode of Allotment /Allocation

Option

Uniform Price

Coupon Reset Process (including

rates, spread, effective date, interest

rate cap and floor etc.).

NA

Day Count Basis Actual/ actual, basis a year of 365/ 366 days (as the case

may be).

Interest on Application Money At the Coupon Rate calculated on actual/actual day count

basis, from the date of receipt of subscription money /

application money (i.e. Pay In Date) till one day prior to the

Deemed Date of Allotment which shall be payable within 7

(seven) days from the Deemed Date of Allotment

Default Interest Rate In case of default in payment of Interest and/or principal

redemption on the due dates, additional interest of atleast @

2% p.a. over the coupon rate shall be payable by the

Company for the defaulting period.

The Company shall also be required to pay default interest

in terms of the Debenture Trust Deed

Delay in listing In case of delay in listing of the Debentures beyond 15 days

from the Deemed Date of Allotment, the Issuer shall pay

penal interest of 2% (two per cent) per annum over the

Coupon Rate from the expiry of 15 (fifteen) days from the

59

Deemed Date of Allotment till the listing of Debentures

If security is not created and perfected within 90 days from

the Deemed Date of Allotment, the Issuer will pay penal

interest of 2 % p.a. payable monthly from the expiry of 90

days from the Deemed Date of Allotment till the security is

created and perfected.

Further in case the accelerated redemption upon occurrence

of an Event of Default is not made within 5 working days

upon receipt of written notice from Debenture Trustee, penal

interest of 2% p.a. payable monthly would be charged to the

Issuer, over and above the coupon, for the defaulting period

and shall be payable immediately on monthly basis.

Tenor 3 Years

Redemption Date April 20, 2023

Redemption Amount 500,00,00,000 (Rupees five hundred crores only)

Redemption Premium / Discount Nil

Issue Price INR 10,00,000 (Rupees ten lakhs only) per Debenture

issued at par.

Discount at which security is issued

and the effective yield as a result of

such discount

NA

Put Date NA

Put Price NA

Call Date NA

Call Price NA

Put Notification Time NA

Call Notification Time NA

Face Value INR 10,00,000 (Rupees ten lakhs only) per Debenture.

Minimum Application (and

multiples of Debt securities

thereafter)

Rs 10,00,000 (Rupees ten lakhs)

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date of Allotment

5. Settlement Cycle

April 20, 2020

April 20, 2020

April 21, 2020

April 21, 2020

T+1

ICCL Account Beneficiary

Name Indian Clearing Corporation Ltd

Name of

Beneficiary HDFC Bank Limited

60

Bank

Account

number of

Beneficiary

Bank

ICCLEB

IFSC Code of

Beneficiary

Bank

HDFC0000060

Bidding Mode Closed Bidding

Offer Period (time for which the

bidding is open on the electronic

book building platform)

1 hour

Issuance mode of the Instrument Demat

Trading mode of the Instrument Demat

Settlement mode of the Instrument Demat

Depository NSDL

Business Day Convention2

Any payment (other than payment of Coupon) which is due

to be made on a day that is not a Business Day shall be made

on the preceding Business Day and notwithstanding any

payment of monies on the preceding day, the relevant

charges shall be calculated till the original due date.

In the event that any Coupon Payment Date is not a Business

Day, Coupon due on such Coupon Payment Date shall be

paid on the immediately succeeding Business Day. Provided

that the last Coupon Payment Date shall be the same date as

the Scheduled Redemption Date.

Record Date In relation to any date on which a payment has to be made

by the Company in respect of the Debentures, the date that

is 15 (fifteen) days prior to that payment date.

Security (where applicable)

(Including description, type of

security, type of charge, likely date of

creation of security, minimum

security cover, revaluation,

replacement of security).

Throughout the tenor of the Debentures, the obligations of

the Issuer under the Transaction Documents including all

interest and other monies in respect thereof shall be secured

by the following pari passu charge in favour of the

Debenture Trustee:

First ranking pari-passu charge by way of hypothecation

and/or mortgage on the fixed assets (moveable and

immovable) of the Company in order to provide security

cover of 1.25 times of the outstanding obligations under the

Debentures during the tenure of the Debentures. The

valuation of the movable property will be done on the basis

2 The procedure used to decide the dates on which payment can be made and adjusting payment dates in

response to days when payment can’t be made due to any reason like sudden bank holiday etc., should be laid

down.

61

of written down value/book value and immovable property

will be done on basis of market value (with valuation report

not less than 3 years old). Further the Company is required

to provide prior intimation to the Debenture Trustee for

creation of this charge on the assets charged under the

Debentures.

Timeline for creation of Security

Security shall be created and perfected within 90 days from

the Deemed Date of Allotment. If security is not created and

perfected within 90 days from the Deemed Date of

Allotment, the Issuer will pay penal interest of 2 % p.a.

payable monthly from the expiry of 90 days from the

Deemed Date of Allotment till the security is created and

perfected.

If the security is not created and perfected within the above

mentioned timelines, an additional time of 30 days will be

allowed to create and perfect the Security; Failure to do so

would result in an Event of Default.

Security Cover 1.25x of the outstanding obligations under the Debentures

during the tenure of the Debentures.

Transaction Documents3 (a) Debenture Trust Deed;

(b) Debenture Trustee Agreement;

(c) Deed of Hypothecation;

(d) Memorandum of Entry;

(e) Director’s Declaration;

(f) Letter of Authority

(g) Disclosure Document;

(h) Letter appointing Debenture Trustee to the Debenture

Holders;

(i) Rating letter from India Ratings and Research Private

Limited;

(j) Tripartite agreement between the Issuer, Registrar

and the Depository for issue of Bonds in

dematerialized form;

(k) Letter appointing the Registrar;

(l) Listing Agreement with BSE;

(m) EBP Agreement with BSE; and

3 The list of documents which have been executed or will be executed in connection with the issue and

subscription of debt securities shall be annexed.

62

(n) any other document as may be required in connection

with the Issue.

Conditions Precedent to

Disbursement

(a) execution of the Debenture Trustee Agreement;

(b) Company having obtained all corporate authorisations

under the Companies Act;

(c) formalities related to issuance of Debentures

including rating, listing, electronic book building,

debenture trustee consent letter, receipt of ISIN, etc.

having been complied with;

(d) disclosures to the stock exchange;

(e) satisfactory legal opinion from the legal counsel to

the Debenture Holders on the documentation for

issuance of the Debentures having been obtained;

(f) other conditions precedent as are customary for

transactions of this nature.

Condition Subsequent to

Disbursement

(a) credit of Debentures within 2 days from the

Deemed Date of Allotment in the specified

dematerialized account of the Debenture Holders.

(b) listing of Debentures on the BSE within 15

calendar days from the Deemed Date of

Allotment.

(c) within 15 Days from the Deemed Date of

Allotment, filing of return of allotment in Form

PAS-3 (including the complete record of private

placement offers and acceptances in PAS-5, as an

attachment to PAS-3), with the registrar of

companies.

(d) creation and perfection of the security as per

agreed timeline.

(e) execution of the Debenture Trust Deed within 90

(ninety) days from the Deemed Date of Allotment.

(f) other conditions as may be mutually agreed

between the Issuer and the Debenture Trustee.

Events of Default 1. Failure of the Issuer to make payments of the Debenture

payments (or any part thereof) on any due date or

otherwise, when due, of any amounts under the

Debentures. For clarification; there is no cure period for

any payment default.

2. If security is not created and perfected within the

63

security creation timeline mentioned above.

3. Breach of terms or covenants (including but not limited

to Financial Covenants) as stipulated in the Transaction

Documents which default is incapable of remedy or, if

in the opinion of the Debenture Trustee capable of

remedy, is not remedied within 5 days after written

notice of such default shall have been given to the Issuer

by the Debenture Trustee.

4. Cross Default – Cross Default of more than USD 10

million by the Issuer on any of its borrowings.

5. The occurrence of Material Adverse Effect.

6. the Issuer is (or is deemed by law or a court to be)

insolvent or bankrupt or unable to pay (in the opinion of

the Debenture Trustee) any part of its debts, or stops,

suspends or threatens to stop or suspend payment of all

or any part of (or of a particular type of) its debts,

proposes or makes any agreement for the deferral,

rescheduling or other readjustment of all or any part of

(or all of a particular type of) its debts (or of any part

which it will or might otherwise be unable to pay when

due), proposes or makes a general assignment or an

arrangement or composition with or for the benefit of the

relevant creditors in respect of any of such debts or a

moratorium is agreed or declared in respect of or

affecting all or any part of (or of a particular type of) the

debts of the Issuer;

7. an order is made or an effective resolution passed for the

winding-up or dissolution, judicial management or

administration of the Issuer, or the Issuer ceases or

threatens to cease to carry on all or substantially all of its

business or operations, except for the purpose of and

followed by a reconstruction, amalgamation,

reorganization, merger or consolidation on terms

approved by an Extraordinary Resolution of the NCD

holders;

8. an encumbrancer takes possession or an administrative

or other receiver or an administrator is appointed of the

whole or (in the opinion of the Debenture Trustee) any

substantial part of the property, assets or revenues of the

Issuer (as the case may be);

9. repudiation of any term of the Transaction Documents

64

by the Issuer unless otherwise agreed/consented by the

Trustee.

10. A distress, attachment, execution or other legal process

is levied, enforced or sued out on or against any material

part of the property, assets or revenues of the Issuer;

11. The Issuer commences a voluntary proceeding under any

applicable bankruptcy, insolvency, winding up or other

similar law now or hereafter in effect, or consents to the

entry of an order for relief in an involuntary proceeding

under any such law, or consents to the appointment or

taking possession by a receiver, liquidator, assignee (or

similar official) for any or a substantial part of its

property or takes any action towards its reorganization,

liquidation or dissolution;

12. It is or will become unlawful for the Issuer to perform or

comply with any one or more of its obligations under

any of the Debentures or the Debenture Trust Deed;

13. Any step is taken by governmental authority or agency

or any other competent authority, with a view to the

seizure, compulsory acquisition, expropriation or

nationalization of all or (in the opinion of the Debenture

Trustee) a material part of the assets of the Issuer.

14. Any person taking any action or commencing any legal

proceedings or filing any petition, for winding-up,

insolvency, liquidation, or dissolution of the Issuer,

under the Insolvency and Bankruptcy Code, 2016

(“Code”) or any applicable law for the time being in

force (subject to any cure period as may be agreed to in

the Debenture Trust Deed).

15. Any event occurs which under the laws of any relevant

jurisdiction an analogous effect to any of the events has

referred to in any of the foregoing paragraphs.

16. Other events of default as may be agreed to in the

Debenture Trust Deed.

Provisions related to cross default

clause

See above

Role and Responsibilities of

Debenture Trustee

As per Debenture Trust Deed

Governing Law and Jurisdiction Debentures and Transaction Documents will be governed by

65

and construed in accordance with the laws of India and the

parties submit to the exclusive jurisdiction in New Delhi.

Financial Covenants Throughout the tenor of the Debentures the following

Financial Covenants have to be complied with on

consolidated financials of the Issuer:

a) ISCR (Interest Service Coverage Ratio) shall not be

less than 3x

b) Net Debt / EBIDTA shall not exceed 3.5x

“ISCR” means EBITDA to Finance Charges in respect of

any Relevant Period

“EBITDA” means in respect of any Relevant Period, the

consolidated operating profit of the Group before taxation

(excluding the results from discontinued operations)

“Net Debt” means Gross Debt minus any unencumbered

cash, bank balance and liquid marketable debt instruments

“Gross Debt” includes

a) any long term borrowing;

b) any short term borrowing (including Working

Capital Borrowing);

c) Preference Shares redeemable during the tenor of

the NCDs;

d) any moneys owing in connection with the sale or

discounting of receivables (except to the extent that

there is no recourse);

e) Corporate guarantee, indemnity, Letter of Comfort

or similar assurance provided by the Company for

Subsidiaries, SPVs, Affiliates and JVs (provided

that there will be no double counting)

The above financial covenants to be tested on semi-annual

basis based on the unaudited financials of the Issuer to be

provided within 60 days from the end of the half-year period

and audited financials of the Issuer to be provided within 90

days from the end of the financial year.

The testing shall be conducted and the same shall be

certified by the Issuer within 30 days from the declaration of

the above mentioned financials, to the satisfaction of the

Debenture Trustee.

Restricted Payments The Issuer will not:

1. Declare or pay any dividends (either in cash or

property or obligations) or distributions or return of

66

equity / quasi-equity, unless approved by the

Debenture Trustee;

2. Pay by way of inter-corporate deposits or advances

to any Person, including Associates or group

companies of the Company;

3. payments and repayments in relation to investments,

unpaid dues (including trade payables) and Financial

Indebtedness, availed by the Company from the

Promoter or Associates or group companies of the

Promoter

if:

1. It fails to meet its obligations to pay interest and/or

instalments and/or other monies due to the

Debenture Holders and as long as it is in such

default;

2. If an Event of Default has occurred and is

continuing;

3. If the Restricted Payments are not permitted under

Applicable Laws;

4. The credit rating of the Debentures has been

suspended or withdrawn by the Credit Rating

Agency;

5. The credit rating of the Debentures has been

downgraded to “A+” or below.

Representations As customary for issues of this nature and as may be agreed

mutually between the Issuer and the Debenture Trustee, and

to include without limitation the following for the Issuer:

1. corporate organization, existence, power and

authorization;

2. insolvency;

3. no government or regulatory approvals, or other third

party consents required or pending save and except

as may be required for creation of security;

4. legality, validity, binding effect and enforceability of

the Transaction Documents, as applicable;

5. compliance with all applicable laws (including but

not limited to environmental laws);

6. the execution and delivery of the relevant

documentation does not constitute a breach of the its

constitutional documents, bylaws, obligations,

agreement or undertakings;

7. in respect of the period from Issue Opening to Issue

Closing, no Material Adverse Change has occurred

with respect to the financial condition, prospects or

operations of the Issuer;

8. All information provided in or in connection with the

Disclosure Document and the Debenture documents

being true and correct in all material aspects as at the

67

date it was provided or as at the date (if any) at

which it is stated;

9. Unless otherwise disclosed as a condition precedent

to this transaction, no litigation or potential litigation

that, if adversely determined, could reasonably be

expected to have a Material Adverse Effect;

10. No event or circumstance that could reasonably be

expected to have a Material Adverse Effect;

11. No violation of law or material agreements;

12. Ownership of property and current Subsidiaries and

intellectual property;

13. Debentures proceeds being utilized towards bonafide

purposes;

14. the accounts of the Issuer have not been declared by

any of its lenders as a non-performing asset;

15. the Issuer has not been declared a wilful defaulter;

16. absence of any circumstances or events which would

constitute an Event of Default or potential Event of

Default by the Issuer.

Material Adverse Effect Any change or consequence of an event, circumstance,

occurrence or condition which has caused, as of any date of

determination, or could reasonably be expected to cause a

material adverse effect on:

1. The financial condition, business or operation of the

Issuer,

2. The ability of the Issuer to perform their respective

obligations hereunder or under any Transaction

Document, or

3. The legality, validity, binding nature or

enforceability of any of the Transaction Documents

and shall include circumstances where the Security is

in jeopardy

Promoter Covenants Promoter Group shall be the majority shareholder in the

Company and exercise management control at all times till

the tenor of the Debentures.

Information Covenants As customary for Issues of this nature and as may be agreed

mutually among the Issuer and the Debenture Trustee, and

to include without limitation the following:

1. The Issuer shall furnish to the Debenture Holders

every year a copy of audited standalone and

consolidated annual accounts of the Issuer

immediately on finalization of the same but in any

case not later than 90 days from the end of each

relevant accounting period;

2. Issuer agrees to timely share the financial

68

performance of the company (unaudited) at least

every 6 months not later than 60 days from the end

of the respective period, certified by 1 (one)

authorized signatory.

3. Issuer shall inform of the happening of any event

that has a material adverse effect on the operations,

sales and profits of the Issuer together the remedial

steps proposed to be taken by the Issuer.

Accelerated Redemption Except for default in payment of Coupon or Principal (which

will be payable immediately), the Debentures along with

accrued interest shall become due and payable within 5

working days (unless otherwise specified) upon receipt of

notice from Debenture Trustee of happening of any of the

following events

1. Event of Default (EOD).

2. Acceleration with reference to the ‘Rating Action’

clause.

3. Withdrawal / Suspension of long term credit rating

of Instrument.

Further in case the accelerated redemption is not made

within 5 working days upon receipt of written notice from

Debenture Trustee, penal interest of 2% p.a. payable

monthly would be charged to the Issuer, over and above the

coupon/YTM, for the defaulting period and shall be payable

immediately on monthly basis.

Consequences of Event of Default On and at any time after the occurrence of an Event of

Default, which is continuing, the Debenture Trustee may,

and shall if so directed by the Debenture Holders, with their

approval, take any action including but not limited to the

following:

1. Accelerate the maturity of the Debentures;

2. Initiate any enforcement action including enforcing the

Security over the secured assets;

3. Appoint a Nominee Director on the Board of Directors

of the Issuer;

4. Exercise any rights available under the Transaction

Documents; and

5. Exercise such other rights as may be available to the

Debenture Trustee under applicable law.

Illegality In the event that it becomes illegal for the Debenture

Holders to lend or maintain their commitment pursuant to

change in any applicable law, the Issuer will repay all

amounts outstanding under the Transaction Documents to

the Debenture Holders and/or the Debenture Holders’

69

commitment will be cancelled to the extent not disbursed.

Taxes All payments to be made by the Issuer under the Transaction

Documents will be made free and clear of all present and

future taxes, levies, imports, duties, withholdings or

deductions of any nature. In case of mandatory deductions

that can be set off by the Debenture Holders against their

income tax liabilities, the Issuer shall deduct such amounts

and provide a certificate from authorized signatory of the

Issuer towards the same, within the timeline prescribed

under applicable law.

Other terms and conditions Positive and negative covenants as are customary for

financing of this nature and as agreed to in the Debenture

Trust Deed.

Notes: (if any)

In case of any inconsistency between the terms of this Disclosure Document and the Transaction

Documents, the terms of the Transaction Documents will prevail.

Illustration of cash flows for the Debentures

As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows

emanating from the Debentures is set out below:

Issuer Motherson Sumi Systems Limited

Face Value (per Debenture) INR 10,00,000 (Rupees ten lakhs only) per Debenture at Par

Date of Allotment April 21, 2020

Redemption April 20, 2023

Coupon Rate 7.84 % p.a.

Frequency of the Interest

Payment with specified dates

Annually

April 20, 2021

April 20, 2022

April 20, 2023

Day Count Convention Actual, basis a year of 365/ 366 days (as the case may be).

Cash Flow Date Number of days in

the coupon period Amount (in Rupees)

Subscription to

NCD April 21, 2020 NA

5,000,000,000

Interest-

April 20, 2021

April 20, 2022

April 20, 2023

365 392,000,000

365 392,000,000

365 392,000,000

Redemption of

NCD

April 20, 2023 1095 5,000,000,000

Fee of INR 17,500,000 is payable upfront along with applicable tax

70

Declaration

The Issuer hereby declares that this Disclosure Document contains full disclosure in accordance with SEBI ILDS Regulations and circulars issued thereunder. The Issuer also confirms that this Disclosure Document does not omit disclosure of any material fact which may make the statements made therein, in the light of the circumstances under which they are made, misleading. The Disclosure Document also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Disclosure Document or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk. The Issuer declares that all the relevant provisions of the relevant regulations or guidelines issued by SEBI and other applicable laws have been complied with and no statement made in this Disclosure Document is contrary to the provisions of the regulations or guidelines issued by SEBI and other applicable law, as the case may be. The Issuer having made all reasonable inquiries, accepts responsibility for and confirms that the information contained in this Disclosure Document is true and correct in all material aspects and is not misleading in any material respect and that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Issuer accepts no responsibility for statements made otherwise than in this Disclosure Document or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. The information contained in this Disclosure Document is as applicable to privately placed debt securities and subject to information available with the Issuer. The extent of disclosures made in the Disclosure Document is materially consistent with disclosures permitted by regulatory authorities to the issue of securities made by companies in the past.

DECLARATION BY THE DIRECTOR

a. The Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder;

b. The compliance with the Companies Act, 2013 and the rules made thereunder does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government; and

c. The monies received under the offer shall be used only for the purposes and objects indicated in the Disclosure Document.

I am authorized by the board of directors of the Company vide resolution dated April 10, 2020 read with the resolution passed by the Committee of Directors (Administrative Matters) of the Board of Directors dated April 16, 2020 to sign this Disclosure Document and declare that the subject matter of this Disclosure Document and matters incidental thereto have been complied with. Whatever is stated in this Disclosure Document and in the attachments thereto is true, correct and complete and no information material to the subject matter of this Disclosure Document has been suppressed or concealed and is as per the original records maintained by the Company. It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this form. For Motherson Sumi Systems Limited Sd/- Name: Pankaj Mital Designation: Whole time Director & COO Date: April 16, 2020 Place: Noida

71

SCHEDULE 1

CONSENT LETTER FROM DEBENTURE TRUSTEE

72

SCHEDULE 2

CREDIT RATING LETTERS AND RATING RATINALE FROM INDIA RATINGS &

RESEARCH PRIVATE LIMITED

79

SCHEDULE 3

BOARD AND COMMITTEE RESOLUTIONS

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF MOTHERSON SUMI SYSTEMS LIMITED AT THEIR MEETING HELD ON FRIDAY, 10TH DAY OF APRIL, 2020 AT 1130 HOURS.

The Board was informed that to raise funds for inter alia refinancing its existing financial indebtedness, general corporate purposes and working capital purposes as shall be more particularly identified in the documents to be executed in relation to such debt, the Company is planning to issue Non-convertible Debentures (“NCDs”) or any other similar borrowing instrument (“Borrowing Instruments”). The Board discussed the matter and thereafter unanimously passed the following resolutions: “RESOLVED THAT pursuant to the provisions of the Memorandum and Articles of Association of the Company and the provisions of Section, 179 and all other applicable provisions of the Companies Act, 2013, read with Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and other applicable laws, the Board of Directors of the Company be and is hereby grant its approval to raise up to Rs. 500,00,00,000/- (Rupees Five Hundres Crores) by way of issuance of Non-convertible Debentures (“NCDs”) or through any other similar borrowing instrument (“Borrowing Instruments”) in one or more tranches, whether listed or not and whether secured or not. RESOLVED FURTHER THAT the Committee of Directors (Administrative Matters) of Board of Directors of the Company be and is hereby authorised to negotiate, and finalise the terms and conditions in connection with the offer and/or issue of the NCDs and /or any Borrowing Instruments, in one or more tranches up to Rs. 500,00,00,000/- (Rupees Five Hundres Crores), with the various lenders / investors, including but not limited to the foreign portfolio investors, companies and bodies corporate including public sector undertakings, scheduled commercial banks, financial institutions, including provident funds and mutual funds, Insurance companies, foreign institutional investors and any other investor authorized to invest in the Debentures, or such other entities as may be identified and determined by the said Committee. RESOLVED FURTHER THAT for the purpose of offering, issuing and allotting the NCDs and/or Borrowing Instruments, the Committee of Directors (Administrative Matters) of the Board of Directors of the Company be and is hereby authorised to take all such decisions as it may deem fit in its absolute discretion, to take all steps and to perform all such acts, deeds, matters and things as it may deem necessary to complete above process and with power to settle questions, difficulties or doubts that may arise in this regard, without requiring any further approval of the Board of Directors of the Company. RESOLVED FURTHER THAT without restricting authority and/or powers delegated by the Board of Directors hereinabove, for the issuance of NCDs, the Committee of Directors (Administrative Matters) of Board of Directors be and is hereby also authorised to:

Head Office:


C-14 A & B, Sector 1, Noida – 201301

Distt. Gautam Budh Nagar, U.P. India Tel:

+91-120-6752100, 6752278

Fax: +91-120-2521866, 2521966

Website: www.motherson.com

Regd Office:

Motherson Sumi Systems Limited Unit –

705, C Wing, ONE BKC, G Block Bandra

Kurla Complex, Bandra East

Mumbai – 400051, Maharashtra (India) Tel:

022-61354800, Fax: 022-61354801 CIN No.:

L34300MH1986PLC284510


80

1. offer and allot the NCDs on private placement as it may deem fit and appropriate in the interest of the

Company;

2. to decide / confirm / ratify / amend / modify the terms and conditions and number of the NCDs to be

issued, timing, nature, type, pricing and such other terms and conditions of the issue including coupon

rate, minimum subscription, listing, security, if any, etc. and to issue and allot the NCDs;

3. to do all such acts, deeds, matters and things including execution of all such deeds, documents,

instruments, applications and writings as it may, at its discretion, deem necessary and desirable for such

purpose, and to vary, modify or alter any of the terms and conditions;

4. to accept and receive subscription / application money, to appropriate the proceeds of the issue for the

aforesaid purpose and to make allotment of the NCDs and to authorize maintenance of register of

debenture holders, register of charges or any other statutory register as may be required;

5. to finalize details of security(s) to be provided and matters incidental to or connected therewith and

incur any expenditure in relation to the creation of such security;

6. to open relevant bank account(s), if required and authorize officials of the Company to operate the same

where ever necessary;

7. to appoint, modify or change the debenture trustee(s), consultants, legal counsels, advisors, rating

agency(ies), inter-mediatory, other agencies on such terms and condition and be paid fees /

reimbursement, from time to time; and

8. to seek, if required, the consent of the Company’s lenders, and other third parties with whom the

Company has entered into various commercial and other agreements, all concerned government and

regulatory authorities and any other consents that may be required in connection with the issuance of

NCDs.

RESOLVED FURTHER THAT Mr. Pankaj Mital, Whole-time Director, Mr. G.N. Gauba, Chief Financial

Officer and Mr. Alok Goel, Company Secretary of the Company be and are hereby severally authorised to

perform all such acts, deeds, matters and things as may be required to give effect of this resolution.”

For Motherson Sumi Systems Limited

Alok Goel

Company Secretary

Membership No.: F4383

Correspondence Address: Motherson Sumi Systems Limited, Motherson Corporate Tower, Plot No.1, Sector

127, Noida -201301

81

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE COMMITTEE OF

DIRECTORS (ADMINISTRATIVE MATTERS) OF THE COMPANY AT THEIR

MEETING HELD AT 0830 HOURS ON THURSDAY, APRIL 16, 2020.

The Committee of Directors (Administrative Matters) was informed that the Board of Directors vide its

resolution dated April 10, 2020 authorised the Company to isssue non convertible debentures upto an

aggregate principal amount of INR 500,00,00,000 (Rupees five hundred crores). The Committee of Directors

(Administrative Matters) was further informed that to raise funds for inter alia refinancing its existing

financial indebtedness, general corporate purposes, working capital purposes and such other purposes more

particularly identified in the documents to be executed in relation to such debt, the Company is planning to

issue up to 5000 (five thousand) listed, rated, secured redeemable non convertible debentures (“Debentures”)

having a face value of Rs. 10,00,000/- (Rupees ten lakhs) per Debenture and aggregating to upto Rs.

500,00,00,000/- (Rupees five hundred crores) for a tenure of 36 (thirty six) months and having coupon at the

rate of 7.84% (Seven point eight four per cent) per annum. in the dematerialised form, for cash at par, to be

issued and allotted on private placement basis to the following categories of investors:

Foreign Portfolio Investors;

Companies and Bodies Corporate including Public Sector Undertakings;

Scheduled Commercial Banks;

Financial Institutions, including provident funds and mutual funds;

Insurance Companies;and

Foreign Institutional Investors.

It was informed to the Committee of Directors (Administrative Matters) that in relation to the issuance of

Debentures as aforesaid, the Company will be required to inter alia:

a. prepare, negotiate and finalise the detailed terms and conditions of the Debentures, including the price,

coupon, face value, tenor, issue opening date, issue closing date, redemption premium (if applicable),

security package and all other related matters in connection with the issue of the Debentures;

b. Appoint a debenture trustee to act for and on behalf of the holders of the Debentures;

c. Procure rating for the Debentures from an accredited rating agency;

d. Provide / cause to provide security in relation to the Debentures by way of: (i) a mortgage by deposit of

title deeds or otherwise over immovable properties of the Company, (ii) a hypothecation charge over

movable assets of the Company, and (iii) security over such other movable and immovable assets of the

Company as may be agreed between the Company and the holders of the Debentures;

e. Execute, issue, negotiate, finalise, ratify and deliver the information memorandum, private placement

offer letter, debenture trust deed, debenture trustee agreement, and the security documents such as the

director’s declaration, indenture of mortgage, deed of hypothecation and the relevant power(s) of

attorney to be entered into between the Company and the debenture trustee, and such other documents

as may be required to be executed in relation to issuance and allotment of Debentures (“Transaction

Documents”), drafts of which have been placed before the Committee of Directors (Administrative

Matters), including all papers, applications, notices or letters and other documents and writings as may

be required for filing, registration,

Head Office:


C-14 A & B, Sector 1, Noida – 201301

Distt. Gautam Budh Nagar, U.P. India Tel:

+91-120-6752100, 6752278

Fax: +91-120-2521866, 2521966

Website: www.motherson.com

Regd Office:

Motherson Sumi Systems Limited Unit –

705, C Wing, ONE BKC, G Block Bandra

Kurla Complex, Bandra East

Mumbai – 400051, Maharashtra (India) Tel:

022-61354800, Fax: 022-61354801 CIN No.:

L34300MH1986PLC284510


82

negotiation or dealing in any manner with any regulatory authorities in connection with the

Debentures (including but not limited to the Registrar of Companies, Ministry of Corporate

Affairs, any stock exchange(s), any depository(ies), registrar and transfer agents) and such other

authorities as may be required;

f. Enter into the requisite agreements with the depository participant and depositories, i.e.

National Securities Depository Limited and/or Central Depository Services (India) Limited for

the issue of the Debentures in a dematerialized form and stock exchange(s) for listing of

Debentures;

g. Open, operate and maintain bank accounts with account bank;

h. Do all such acts, matters, deeds and things in relation to the issue of the Debentures including,

without limitation, appointment of legal counsel, the registrar and transfer agent, the arranger

and other advisors and/ or intermediaries as may be required;

i. Delegate power to any official of the Company, to do all the aforesaid acts for and on behalf of

the Company.

The Committee of Directors (Administrative Matters) discussed the matter and thereafter

unanimously passed the following resolutions:

“RESOLVED THAT pursuant to authorisation of the Board of Directors of the Company at their

meeting held on April 10, 2020 and authority delegated to the Committee of Directors (Administrative

Matters) of Board of Directors of the Company (hereinafter referred as “the Committee”) and in

accordance with the provisions of Section 42, 71 and all other applicable provisions of the Companies

Act, 2013, read with Companies (Prospectus and Allotment of Securities) Rules, 2014 and Companies

(Share Capital and Debentures) Rules, 2014 (including any statutory modification or re-enactment

thereof for the time being in force) and in accordance with the SEBI Guidelines for issue of Debt

Instruments, provisions of the Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008, as amended from time to time (“SEBI Regulations”), the provisions of

the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 as amended from time to time, the provisions of the Foreign Exchange

Management Act, 2000, if applicable, and in pursuance of provisions of the Memorandum and

Articles of Association of the Company and Listing Agreement entered into by the Company with the

Stock Exchange(s), where the non-convertible debentures (hereinafter referred to as “NCDs”) issued

by the Company are proposed to be listed, the Committee hereby approves the issuance of upto 5,000

(Five Thousand) NCDs having a face value of Rs. 10,00,000/- (Rupees Ten Lakhs) per NCD and

aggregating to upto Rs. 500,00,00,000/- (Rupees Five Hundred Crores), for a tenure of 36 (thirty six)

months and having coupon rate of 7.84% (Seven point eight four per cent) per annum, in one or more

tranches to foreign portfolio investors, companies and bodies corporate including public sector

undertakings, scheduled commercial banks, financial institutions, including provident funds and

mutual funds, Insurance companies, foreign institutional investors and any other investor authorized

to invest in the Debentures, in dematerialised form, for cash at par, on private placement basis.

RESOLVED FURTHER THAT Axis Trustee Services Limited or any other body corporate or

entity as may be required, be appointed as debenture trustee (“Debenture Trustee”) for the NCD

issues/holders subject to their confirmation to act as Debenture Trustee to the NCD issues, from time

to time, and be paid the annual trustee fee as may be mutually agreed.

RESOLVED FURTHER THAT Mr. Pankaj Mital, Whole-time Director, Mr. G.N. Gauba, Chief

Financial Officer and Mr. Alok Goel, Company Secretary of the Company (the “Authorised

Signatories”) be and are hereby severally authorised to do the following:

83

1. prepare, negotiate and finalise the detailed terms and conditions of the Debentures, including the

price, coupon, face value, tenor, issue opening date, issue closing date, redemption premium (if

applicable), security package and all other related matters in connection with the issue of the

Debentures;

2. appoint a debenture trustee to act for and on behalf of the holders of the Debentures;

3. procure rating for the Debentures from an accredited rating agency including an amendment /

revision in rating from time to time;

4. provide / cause to provide security in relation to the Debentures by way of: (i) a mortgage by

deposit of title deeds or otherwise over immovable properties of the Company, (ii) a hypothecation

charge over movable assets of the Company, and (iii) security over such other movable and

immovable assets of the Company as may be agreed between the Company and the holders of the

Debentures;

5. execute, issue, negotiate, finalise, ratify and deliver the information memorandum, private

placement offer letter, debenture trust deed, debenture trustee agreement, and the security

documents such as the director’s declaration, indenture of mortgage, deed of hypothecation and the

relevant power(s) of attorney to be entered into between the Company and the debenture trustee,

and such other documents as may be required to be executed in relation to issuance and allotment

of Debentures (“Transaction Documents”), drafts of which have been placed before the

Committee, including all papers, applications, notices or letters and other documents and writings

as may be required for filing, registration, negotiation or dealing in any manner with any

regulatory authorities in connection with the Debentures (including but not limited to the Registrar

of Companies, Ministry of Corporate Affairs, any stock exchange(s), any depository(ies), registrar

and transfer agents) and such other authorities as may be required;

6. enter into the requisite agreements with the depository participant and depositories, i.e. National

Securities Depository Limited and/or Central Depository Services (India) Limited for the issue of

the Debentures in a dematerialized form and stock exchange(s) for listing of Debentures;

7. open, operate and maintain bank accounts with account bank; and

8. do all such acts, matters, deeds and things in relation to the issue of the Debentures including,

without limitation, appointment of legal counsel, the registrar and transfer agent, the arranger and

other advisors and/ or intermediaries as may be required.

RESOLVED FURTHER THAT the Authorised Signatories of the Company be and are hereby

severally authorised to negotiate, finalise and execute or ratify, on behalf of the Company, the term

sheet in connection with the NCDs, letters of appointment of agents/intermediaries/account banks,

including agreements to be entered into with National Securities Depository Limited and/or Central

Depository Services (India) Limited and/or stock exchanges, the Debenture Trustee, any

undertakings, the Transaction Documents, declarations, letters of allotment and such other document,

including debenture certificates, that are required to be executed by the Company and the Authorised

Signatories are hereby jointly and severally authorised to do all such acts, deeds, matters and things as

they may, in their absolute discretion, deem necessary, proper or desirable in connection with the

issue and allotment of NCDs, listing of NCDs, creation and perfection of security in connection of the

NCDs, opening and operating specified accounts with account bank, or otherwise for the purpose of

giving effect to this resolution and to settle any question or difficulties that may arise in the matter of

the said issue of NCDs as may be considered necessary or expedient in the best interest of the

Company, without requiring any further approval of the Board and to perform all acts, deeds and

things as may be deemed necessary or expedient in connection therewith and incidental thereto

including any modification in the terms and conditions of the aforesaid issue.

84

RESOLVED FURTHER THAT the Authorized Signatories be and are hereby severally authorised

to negotiate, finalise and execute or ratify amendments, variations, modifications or supplements to

such executed Transaction Documents or terms of the NCDs and other documents and writings in

connection with the NCDs as and when they become necessary and to sign letters of undertaking,

declarations, agreements and other papers which may be required.

RESOLVED FURTHER THAT the Common Seal of the Company, if required be affixed to such

documents, deeds, evidences, writings and undertakings and/or other related papers, wherever

necessary in the presence of any Director of the Company and Mr. G.N. Gauba, Chief Financial

Officer or Mr. Alok Goel, Company Secretary of the Company who shall sign the same in token

thereof, in terms of the Articles of Association of the Company.

RESOLVED FURTHER THAT any of the Authorized Signatories, be and are hereby severally

authorized to settle any question or difficulties that may arise in the matter of the said issue of NCDs

as may be considered necessary or expedient in the best interest of the Company, without requiring

any further approval of the Board of Directors or Committee or the shareholders of the Company and

to do all acts, deeds and things as may be deemed necessary or expedient in connection therewith and

incidental thereto including any modification in the terms and conditions of the aforesaid issue.

RESOLVED FURTHER THAT the resolutions aforesaid shall continue to be in force till the

redemption of the NCDs or the termination of all the agreements and payment of all monies due to the

debenture holders under the said agreements concluded pursuant to the issue and placement of NCDs.

RESOLVED FURTHER THAT a copy of the foregoing resolution certified to be a true copy by any

of the Directors or Company Secretary of the Company be furnished to such parties concerned with

respect to the issue of NCDs.”

For Motherson Sumi Systems Limited

Alok Goel

Company Secretary

Membership No.: F4383

Correspondence Address: Motherson Sumi Systems Limited, Motherson Corporate Tower, Plot No.1,

Sector 127, Noida -201301

85

SCHEDULE 4

ABRIDGED VERSION OF AUDITED CONSOLIDATED AND STANDALONE FINANCIAL

INFORMATION FOR LAST 3 YEARS

Consolidated


BALANCE SHEET

(All amounts in INR Million, unless otherwise stated)

As At As At As At

March 31, 2019 March 31, 2018 March 31, 2017

ASSETS

Non-current assets

Property, plant and equipment 1,40,539 1,01,365 80,777

Right-of-use assets

Capital work in progress 10,463 25,849 19,348

Investment property 1,304 1,313 896

Goodwill 22,118 22,643 19,376

Other Intangible assets 20,266 21,802 20,877

Intangible assets under

development 205 - -

Investments accounted for using

the equity method 6,155 5,440 4,045

Financial assets

i. Investments 2,389 2,467 684

ii. Loans 58 48 58

iii. Trade receivables 11,629 9,465 6,532

iv. Other financial assets 680 182 434

Deferred tax assets (net) 6,123 6,266 5,024

Other non-current assets 9,353 6,075 4,769

Non-current tax assets (net) 2,524 1,061 397

Total non-current assets 2,33,806 2,03,976 1,63,217

Current assets

Inventories 46,634 40,132 30,716

Financial assets

i. Investments 10 9 8

ii. Trade receivables 61,663 56,236 46,552

iii. Cash and cash

equivalents 35,399 27,706 48,772

iv. Bank balances other

than (iii) above 70 109 94

v. Loans 217 416 652

vi. Other financial assets 42,167 37,136 23,469

Other current assets 13,336 9,257 10,217

Total current assets 1,99,496 1,71,001 1,60,480

Total assets 4,33,302 3,74,977 3,23,697

86

EQUITY AND LIABILITIES

Equity

Equity share capital 3,158 2,105 1,404

Other equity

Reserves and surplus 1,02,937 93,042 82,797

Other reserves 3,532 3,694 (1,474)

Total equity 1,09,627 98,841 82,727

Non controlling interest 34,797 29,600 22,322

Total equity 1,44,424 1,28,441 1,05,049

Liabilities

Non current liabilities

Financial Liabilities

i. Borrowings 80,995 75,701 94,440

ii. Lease liabilities - - -

iii. Other financial liabilities 4,688 6,138 216

Provisions 886 294 226

Employee benefit obligations 4,465 2,620 1,943

Deferred tax liabilities (net) 5,762 5,236 4,260

Government grants 1,956 1,934 1,228

Other non-current liabilities 1,220 1,271 2,508

Total non-current liabilities 99,972 93,194 1,04,821

Current liabilities


i. Borrowings 28,433 19,068 6,978

ii Lease liabilities - - -

ii. Trade payables 1,06,613 90,258 73,003

iii. Other financial liabilities 32,628 27,971 14,695

Provisions 1,579 1,329 1,402

Employee benefit obligations 2,270 508 561

Government grants 472 110 48

Current tax liabilities (net) 4,148 2,261 1,629

Other current liabilities 12,763 11,837 15,511

Total current liabilities 1,88,906 1,53,342 1,13,827

Total liabilities 2,88,878 2,46,536 2,18,648

Total equity and liabilities 4,33,302 3,74,977 3,23,697

NOTE: THE LATEST AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR

THE FINANCIAL YEAR ENDED MARCH 31, 2020 ARE NOT YET AVAILABLE.

ACCORDINGLY, THE ISSUER HAS PROVIDED THE CASH FLOW STATEMENT AS OF

THE LATEST LIMITED REVIEWED HALF YEARLY STATEMENT FOR THE HALF

YEAR ENDING SEPTEMBER 30, 2019.

87

Standalone


BALANCE SHEET

(All amounts in INR Million, unless otherwise

stated)

As At As At As At


ASSETS

Non-current assets

Property, plant and equipment 17,087 14,644 13,824

Right-of-use assets - - -

Capital work in progress 907 922 530

Investment property 872 822 592

Intangible assets 0 4 9

Investment in subsidiaries, joint

ventures and associate 45,836 46,343 44,764

Financial assets


ii. Loans 58 48 38

Deferred tax assets (net) 296 1,246 528

Other non-current assets 342 462 667

Non-current tax assets (net) 725 19 -

Total non-current assets 66,311 64,696 61,159

Current assets

Inventories 10,551 9,242 6,917

Financial assets


ii. Trade receivables 8,090 9,250 8,115

iii. Cash and cash

equivalents 1,333 1,016 1,854

iv. Bank balances other

than (iii) above 49 38 36

v. Loans 110 129 95

vi. Other financial assets 1,939 2,197 2,562

Other current assets 2,039 1,519 2,034

Total current assets 24,121 23,400 21,621

Total assets 90,432 88,096 82,780


Equity

Equity share capital 3,158 2,105 1,404

Other equity

Equity component of compound

financial instruments

88

Reserves and surplus 61,088 59,563 56,474

Other reserves 136 134 149

Total equity 64,382 61,802 58,027

Liabilities



i. Borrowings 11,337 11,027 11,543

ii. Lease liabilities - - -

iii. Other financial liabilities 164 181 194

Employee benefit obligations 424 395 354


Total non-current liabilities 12,017 11,704 12,202

Current liabilities


i. Borrowings 2 16 37

ii Lease liabilities - - -

ii. Trade payables 8,948 8,922 7,641

iii. Other financial liabilities 2,698 3,584 2,579

Provisions 8 25 20

Employee benefit obligations 360 226 288


Current tax liabilities (net) - - 437

Other current liabilities 2,004 1,802 1,534

Total current liabilities 14,033 14,590 12,551

Total liabilities 26,050 26,294 24,753

Total equity and liabilities 90,431 88,096 82,780






Consolidated


Statement of profit and loss


For the year ended For the year ended For the year ended


Revenue

89

Revenue from

contract with customers 6,31,575 5,62,624 4,28,798

Other operating

revenue 3,654 2,589 2,772

Total revenue

from operations 6,35,229 5,65,213 4,31,570

Other income 2,202 1,701 2,642

Total income 6,37,431 5,66,914 4,34,212

Expenses

Cost of materials

consumed 3,63,694 3,41,742 2,54,621

Purchase of stock-

in-trade 5,340 3,654 2,954

Changes in

inventory of finished

goods, work-in-progress

and stock in trade (1,651) (2,275) (68)

Excise duty on

sale of goods - 2,280 7,815

Employee benefit

expense 1,41,694 1,10,678 80,909

Depreciation and

amortization expense 20,582 15,752 10,591

Finance costs 4,232 4,108 3,749

Other expenses 72,668 57,908 43,671

Total expenses 6,06,559 5,33,847 4,04,242

Profit before exceptional

items 30,872 33,067 29,970

Group's share in net profit

/ (loss) of associates and

joint ventures accounted

for using the equity

method 1,131 1,381 1,831

Exceptional items

(income)/ expense - 1,777 974

Profit before tax 32,003 32,671 30,827

Tax expenses

-Current tax 11,860 10,016 8,627

-Deferred tax expense/

(credit) (838) 56 476

Total tax expense 11,022 10,072 9,103

Profit for the year 20,981 22,599 21,724

Other comprehensive

income

Items to be reclassified

to profit or loss

Exchange

gain/(losses) on

translation of foreign

operations (1,149) 8,071 (3,026)

Deferred gain / 1,027 (1,846) (171)

90

(losses) on cash flow

hedges

(122) 6,225 (3,197)

Income tax on

items that may be

reclassified to profit or

loss 172 549 0

50 6,774 (3,197)

Items not to be

reclassified to profit or

loss

Changes in fair

value of FVOCI equity

instruments (14) (48) 21

Remeasurements

of post-employment

benefit obligations (290) (34) (165)

Share of other

comprehensive income of

associates and joint

ventures accounted for

using the equity method 0 (2) (3)

(304) (84) (147)

Income tax

relating to items that will

not be reclassified to

profit or loss 71 19 44

(233) (65) (103)

Other comprehensive

income for the year, net

of tax (183) 6,709 (3,300)

Total comprehensive

income for the year, net

of tax 20,798 29,308 18,424

Profit attributable to:

Owners 16,131 15,970 15,543

Non-controlling interest 4,850 6,629 6,181

20,981 22,599 21,724

Other comprehensive

income attributable to:

Owners (353) 5,148 (2,252)

Non-controlling interest 170 1,561 (1,048)

(183) 6,709 (3,300)

Total comprehensive

income attributable to:

Owners 15,778 21,118 13,291

Non-controlling interest 5,020 8,190 5,133

20,798 29,308 18,424

91

Earnings per share

Nominal value per

share: INR 1/- (Previous

year : INR 1/-)

Basic 5.11 5.06 4.92

Diluted 5.11 5.06 4.92






Standalone




For the year ended For the year ended

For the year

ended

March 31, 2019 March 31, 2018

March 31,

2017

Revenue

Revenue from contract

with customers 75,107 76,117 69,301

Other operating revenue 706 556 720

Total revenue from

operations 75,813 76,673 70,021

Other income 1,865 1,404 1,680

Total income 77,678 78,077 71,701

Expenses

Cost of materials

consumed 42,002 38,802 31,178

Purchase of stock-in-

trade 619 3,080 2,833

Changes in inventory of

finished goods, work-in-

progress and stock in trade (522) (895) (166)

Excise duty on sale of

goods - 2,112 7,154

Employee benefit

expense 11,785 10,619 8,560

Depreciation and

amortization expense 2,193 2,183 1,977

Finance costs 176 433 124

Other expenses 9,201 9,636 8,313

Total expenses 65,454 65,970 59,973


Tax expenses

92

-Current tax 3,106 4,016 3,556

-Deferred tax expense/

(credit) 980 (700) (101)

Total tax expense 4,086 3,316 3,455

Profit for the year 8,138 8,791 8,273

Other comprehensive income

Items not to be reclassified to

profit or loss

Changes in fair valuation

of FVOCI equity investment 2 (20) 21

Deferred tax on fair

valuation of FVOCI equity

investment (0) 5 (5)

-

Remeasurements of employment

benefit obligations (88) (38) (120)

Deferred tax on remeasurements

of employment

benefitobligations 31 13

42


for the year, net of tax (55) (40) (62)

Total comprehensive income

for the year, net of tax 8,083 8,751 8,211

Earnings per share:

Nominal value per share:

INR 1/- (Previous year : INR 1/-

)

Basic 2.58 2.78 2.62

Diluted 2.58 2.78 2.62






Consolidated


Consolidated Cash Flow Statement


For the year Ended For the year Ended

For the year

Ended


93

A

.

Cash flow from operating

activities:

Profit before tax and

exceptional expenses 32,003 34,448 31,801

Adjustments for:

Share of (profit)/loss in

associates and joint ventures

accounted for using the equity

method (1,131) (1,381) (1,831)

Depreciation and

amortisation expense 20,582 15,752 10,591

Finance cost 4,232 4,108 3,749

Interest income (354) (331) (425)

Dividend income (8) (14) (0)

Loss/ (gain) on disposal of

property, plant & equipment (96) 59 44

Gain on sale of

Investments (0) - (780)

Gain on step-up of

previously held equity interest

in joint venture - - (466)

Bad debts / advances

written off 103 40 110

Provision for doubtful

debts / advances 20 196 140

Liability no longer required

written back (130) (149) (220)

Unrealised foreign

currency loss/(gain) (641) 4,225 (2,162)

Operating profit before

working capital changes 54,579 56,953 40,551

Changes in working capital:

Increase/(decrease) in trade

and other payables (543) 21,619 19,638

Increase/(decrease) in other

financial liabilities 7,816 1,650 (567)

(Increase)/decrease in trade

receivables 4,284 (12,601) (9,465)

(Increase)/decrease in

inventories (4,826) (9,142) (167)

(Increase)/decrease in other

receivables (2,165) (592) (1,821)

(Increase)/decrease in other

financial assets (5,524) (13,422) (765)

Cash generated from

operations 53,622 44,465 47,404

Taxes (paid) / received (10,498) (10,048) (8,433)

Net cash generated from

operations before 43,124 34,417 38,971

94

exceptional items

Exceptional Item

(expense)/ income - (1,777) (974)

Net cash generated from

operating activities 43,124 32,640 37,997

B

.

Cash flow from Investing

activities:

Payments for purchase of

property, plant & equipment

and other intangible assets

(including capital work-in-

progress and intangible assets

under development) (27,627) (30,621) (28,086)

Proceeds from sale of

property, plant & equipment

and other intangible assets 774 313 297

Proceeds from sale /

(payment for purchase) of

investments (13) (1,651) 778

Loan (to)/repaid by related

parties (net) 215 286 (285)

Interest received 349 339 395

Dividend received 8 14 0

Dividend received from

associates & joint venture

entities 406 610 817

(Investment)/Proceeds

from maturity of deposits

with remaining maturity for

more than 12 months - (1) (46)

Acquisition of non-

controlling interests - (5) (678)

Consideration paid on

acquisition of subsidiaries (7,217) (616) (40,453)

Consideration paid on

acquisition of associates - (609) -

Net cash (used) in investing

activities (33,105) (31,941) (67,261)

C

.

Cash flow from financing

activities:

Proceeds from issues of

shares - - 25,277

Proceeds from minority

shareholders 161 378 104

Dividend paid (4,140) (4,203) (16)

Dividend distribution tax (842) (817) -

Dividend paid to minority

share holders (1,413) (1,312) (810)

Interest paid (4,159) (3,944) (3,471)

95

Consideration paid for buy

out of minority shareholders

of PKC Group Plc. - (2,845) -

Proceeds from long term

borrowings 7,589 25,369 46,408

Proceeds from short term

borrowings 45,995 57,307 16,652

Repayment of long term

borrowings (13,226) (45,648) (7,119)

Repayment of short term

borrowings (38,158) (46,499) (21,849)

Proceeds/ (Repayment) of

loans from other related

parties 5,947 - -

Payment of lease liability - - -

Net cash (used) in financing

activities (2,246) (22,214) 55,176

Net Increase/(Decrease) in

Cash & Cash Equivalents 7,773 (21,515) 25,912

Net foreign exchange

differences on balance with

banks in foreign currency (80) 449 (604)

Net Cash and Cash

equivalents at the beginning

of the year

27,706

48,772 17,656

Cash and cash equivalents

acquired consequent to

acquisition of SMRC

- -

5,808


as at year end 35,399 27,706 48,772


comprise

Cash on hand 20 32 28

Cheques / drafts on hand 96 316 128

Balance with Banks 35,283 27,358 48,616


as per Balance Sheet

(restated) 35,399 27,706 48,772






96

Standalone


Cash Flow Statement

(All amounts in INR

Million, unless

otherwise stated)

For the year Ended For the year Ended For the year Ended


Cash flow from operating

activities:



Adjustments to reconcile profit

before tax:

Depreciation and amortisation

expense 2,193 2,183 1,977

Amortisation of government

grant (12) (10) (17)

Gain on disposal of property,

plant and equipment (net) (6) (12) (13)

Liabilities written back to the

extent no longer required (17) (19) (56)

Bad debts/ advances written off 0 (19) 22

Provision for doubtful debts/

advances (3) 7 2

Gain on sale of Investments - - (779)

Provision for diminution in the

value of investment 20 - (45)

Interest income (19) (72) (182)

Dividend income (1,227) (701) (172)

Finance cost 177 433 124

Unrealised foreign exchange

loss (net) (168) (155) (43)

Operating profit before

working capital changes 13,162 13,742 12,546

Change in working Capital:

Increase/ (decrease) in Trade

Payables 172 1,293 2,151

Increase/ (decrease) in Other

Payables 265 214 (137)

Increase/ (decrease) in Other

financial liabilities 83 81 450

(Increase)/ decrease in Trade

Receivables 1,146 (1,005) (2,215)

(Increase)/ decrease in

Inventories (1,309) (2,325) (499)

(Increase)/ decrease in other

financial assets 258 366 (1,056)

(Increase)/ decrease in Other (571) 453 (583)

97

Receivables

Cash generated from

operations 13,206 12,819 10,657

- Income taxes paid (net of

refund) (3,781) (4,426) (3,526)

Net cash flows from operating

activities 9,425 8,393 7,131

Cash flow from Investing

activities:

Payments for property, plant

and equipment and investment

properties

(3,999) (3,070) (2,522)

Proceeds from sale of property,

plant and equipment 23 30 31

Proceeds from sale / (payment

for purchase) of investments

(net)

- (296) (36,672)

Loan (to)/repaid by related

parties (net) - - 143

Interest received 19 72 165

Dividend received from

subsidiaries 1,023 439 -

Dividend received from others 172 217 172

(Investment)/ proceeds from

maturity of deposits with

remaining maturity for more

than 12 months

(1) (5) (9)

Net cash used in investing

activities (2,763) (2,613) (38,692)

Cash flow from financing

activities:

Proceeds from issues of shares - - 25,277

Dividend paid to equity share

holders (4,726) (4,203) (16)

Dividend distribution tax (766) (766) -

Interest paid (342) (299) (108)

Proceeds from long term

borrowings - - 11,007

Proceeds from other short term

borrowings 2 16 -

Repayment of long term

borrowings (554) (1,352) (1,518)

Repayment of other short term

borrowings (16) (36) (1,373)

Net cash used in financing

activities (6,402) (6,640) 33,269

Net increase/(decrease) in

Cash and Cash Equivalents 260 (860) 1,708

98

Net foreign exchange difference 57 22 4

Net Cash and Cash

equivalents at the beginning of

the year

1,016 1,854 142

Cash and cash equivalents -

addition on amalgamation -

Cash and cash equivalents as

at current year end 1,333 1,016 1,854


comprise of the following

Cash on hand 8 19 17

Cheques / drafts on hand 6 106 127

Balances with banks 1,319 891 1,710

Cash and cash equivalents as

per Balance Sheet 1,333 1,016 1,854






99

SCHEDULE 5

ABRIDGED VERSION OF LATEST LIMITED REVIEWED STANDALONE/

CONSLIDATED FINANCIAL INFORMATION FOR SEPTEMBER 30, 2019

Consolidated




For the period ended

Sep 30, 2019

Revenue

Revenue from contract with customers 3,22,663

Other operating revenue 4,504

Total revenue from operations 3,27,167

Other income 1,373

Total income 3,28,540

Expenses

Cost of materials consumed 1,85,314

Purchase of stock-in-trade 3,539

Changes in inventory of finished goods, work-in-progress

and stock in trade (966)

Excise duty on sale of goods -

Employee benefit expense 75,482

Depreciation and amortization expense 12,916

Finance costs 2,813

Other expenses 38,059

Total expenses 3,17,157

Profit before exceptional items 11,383

Group's share in net profit / (loss) of associates and joint ventures

accounted for using the equity method 444

Exceptional items (income)/ expense -

Profit before tax 11,827

Tax expenses

-Current tax 5,400

-Deferred tax expense/ (credit) (1,757)

Total tax expense 3,643

Profit for the year 8,184


Items to be reclassified to profit or loss

Exchange gain/(losses) on translation of foreign operations (1,044)

Deferred gain / (losses) on cash flow hedges (86)

(1,130)

Income tax on items that may be reclassified to profit or

loss 15

(1,115)

100

Items not to be reclassified to profit or loss

Changes in fair value of FVOCI equity instruments (424)

Remeasurements of post-employment benefit obligations (147)

Share of other comprehensive income of associates and

joint ventures accounted for using the equity method 1

(570)

Income tax relating to items that will not be reclassified to

profit or loss 39

(531)

Other comprehensive income for the year, net of tax (1,646)

Total comprehensive income for the year, net of tax 6,538

Profit attributable to:

Owners 7,162

Non-controlling interest 1,023

8,185

Other comprehensive income attributable to:

Owners (966)

Non-controlling interest (681)

(1,647)

Total comprehensive income attributable to:

Owners 6,196

Non-controlling interest 342

6,538

Earnings per share

Nominal value per share: INR 1/- (Previous year : INR 1/-)

Basic 2.27

Diluted 2.27






Standalone




For the period ended

Sep 30, 2019

Revenue

101

Revenue from contract with customers 33,774

Other operating revenue 1,182

Total revenue from operations 34,956

Other income 569

Total income 35,525

Expenses

Cost of materials consumed 18,652

Purchase of stock-in-trade 328

Changes in inventory of finished goods, work-in-progress

and stock in trade 172

Excise duty on sale of goods -

Employee benefit expense 6,000

Depreciation and amortization expense 1,302

Finance costs 219

Other expenses 4,178

Total expenses 30,851


Tax expenses

-Current tax 1,186

-Deferred tax expense/ (credit) 24

Total tax expense 1,210

Profit for the year 3,464


Items not to be reclassified to profit or loss

Changes in fair valuation of FVOCI equity investment (1)

Deferred tax on fair valuation of FVOCI equity investment (82)

Remeasurements of employment benefit obligations (83)

Deferred tax on remeasurements of employment benefit

obligations 21

Other comprehensive income for the year, net of tax (62)

Total comprehensive income for the year, net of tax 3,402

Earnings per share:

Nominal value per share: INR 1/- (Previous year : INR 1/-)

Basic 1.10

Diluted 1.10




102



Consolidated


BALANCE SHEET


As At

Sep 30' 2019

ASSETS

Non-current assets

Property, plant and equipment 1,38,832

Right-of-use assets 15,450

Capital work in progress 8,943

Investment property 1,286

Goodwill 22,248

Other Intangible assets 18,928

Intangible assets under development 177

Investments accounted for using the equity method 6,498

Financial assets

i. Investments 1,957

ii. Loans 42

iii. Trade receivables 12,729

iv. Other financial assets 844

Deferred tax assets (net) 7,475

Other non-current assets 10,734

Non-current tax assets (net) 2,582

Total non-current assets 2,48,725

Current assets

Inventories 49,496

Financial assets

i. Investments 9

ii. Trade receivables 55,476

iii. Cash and cash equivalents 29,846

iv. Bank balances other than (iii) above 120

v. Loans 317

vi. Other financial assets 40,690

Other current assets 11,225

Total current assets 1,87,179

Total assets 4,35,904


Equity

Equity share capital 3,158

103

Other equity

Reserves and surplus 1,04,417

Other reserves 2,652

Total equity 1,10,227

Non controlling interest 34,851

Total equity 1,45,078

Liabilities



i. Borrowings 83,905

ii. Lease liabilities 9,267

iii. Other financial liabilities 4,285

Provisions 980

Employee benefit obligations 4,677

Deferred tax liabilities (net) 5,199

Government grants 1,940

Other non-current liabilities 2,065

Total non-current liabilities 1,12,318

Current liabilities



ii Lease liabilities 3,295

ii. Trade payables 93,286


Provisions 1,661

Employee benefit obligations 2,064

Government grants 327

Current tax liabilities (net) 3,998

Other current liabilities 13,635

Total current liabilities 1,78,508

Total liabilities 2,90,826

Total equity and liabilities 4,35,904






Standalone


BALANCE SHEET

104


As At

Sep 30' 2019

ASSETS

Non-current assets

Property, plant and equipment 16,053

Right-of-use assets 2,525

Capital work in progress 616

Investment property 861

Intangible assets -

Investment in subsidiaries, joint ventures and associate 45,781

Financial assets

i. Investments 188

ii. Loans 41

Deferred tax assets (net) 293

Other non-current assets 564

Non-current tax assets (net) 689

Total non-current assets 67,611

Current assets

Inventories 9,961

Financial assets

i. Investments 9

ii. Trade receivables 7,454

iii. Cash and cash equivalents 1,426

iv. Bank balances other than (iii) above 55

v. Loans 158

vi. Other financial assets 1,323

Other current assets 1,569

Total current assets 21,955

Total assets 89,566


Equity

Equity share capital 3,158

Other equity

Equity component of compound financial instruments

Reserves and surplus 58,837

Other reserves 135

Total equity 62,130

Liabilities



105


ii. Lease liabilities 677

iii. Other financial liabilities 204

Employee benefit obligations 446


Total non-current liabilities 12,893

Current liabilities


i. Borrowings 3,800

ii Lease liabilities 198

ii. Trade payables 6,173


Provisions 8

Employee benefit obligations 470


Current tax liabilities (net) -

Other current liabilities 1,397

Total current liabilities 14,543

Total liabilities 27,436

Total equity and liabilities 89,566






Consolidated


Consolidated Cash Flow Statement


For the period Ended

September 30, 2019

A. Cash flow from operating activities:

Profit before tax and exceptional expenses 11,828

Adjustments for:

Share of (profit)/loss in associates and joint ventures

accounted for using the equity method (444)

106

Depreciation and amortisation expense 12,916

Finance cost 2,813

Interest income (178)

Dividend income (6)

Loss/ (gain) on disposal of property, plant & equipment 46

Gain on sale of Investments --

Gain on step-up of previously held equity interest in joint

venture --

Bad debts / advances written off 32

Provision for doubtful debts / advances 56

Liability no longer required written back (172)

Unrealised foreign currency loss/(gain) (722)

Operating profit before working capital changes 26,169

Changes in working capital:

Increase/(decrease) in trade and other payables (11,758)

Increase/(decrease) in other financial liabilities 640

(Increase)/decrease in trade receivables 5,185

(Increase)/decrease in inventories (2,444)

(Increase)/decrease in other receivables 819

(Increase)/decrease in other financial assets 1,346

Cash generated from operations 19,957

Taxes (paid) / received (5,607)

Net cash generated from operations before exceptional items 14,350

Exceptional Item (expense)/ income -

Net cash generated from operating activities 14,350

B. Cash flow from Investing activities:

Payments for purchase of property, plant & equipment and

other intangible assets (including capital work-in-progress and

intangible assets under development) (10,706)

Proceeds from sale of property, plant & equipment and other

intangible assets 544

Proceeds from sale / (payment for purchase) of investments 2

Loan (to)/repaid by related parties (net) (68)

Interest received 211

Dividend received 6

Dividend received from associates & joint venture entities 25

(Investment)/Proceeds from maturity of deposits with

remaining maturity for more than 12 months (44)

Acquisition of non-controlling interests

Consideration paid on acquisition of subsidiaries (292)

Consideration paid on acquisition of associates

Net cash (used) in investing activities (10,322)

107

C. Cash flow from financing activities:

Proceeds from issues of shares

Proceeds from minority shareholders

Dividend paid (4,731)

Dividend distribution tax (918)

Dividend paid to minority share holders (938)

Interest paid (3,048)

Consideration paid for buy out of minority shareholders

of PKC Group Plc.

Proceeds from long term borrowings 349

Proceeds from short term borrowings 20,936

Repayment of long term borrowings (184)

Repayment of short term borrowings (21,761)

Proceeds/ (Repayment) of loans from other related parties 2,099

Payment of lease liability (1,430)

Net cash (used) in financing activities (9,626)

Net Increase/(Decrease) in Cash & Cash Equivalents (5,598)

Net foreign exchange differences on balance with banks in

foreign currency 45

Net Cash and Cash equivalents at the beginning of the year

35,399

Cash and cash equivalents acquired consequent to acquisition of

SMRC -

Cash and cash equivalents as at year end 29,846

Cash and cash equivalents comprise

Cash on hand 20

Cheques / drafts on hand 953

Balance with Banks 28,873

Cash and cash equivalents as per Balance Sheet (restated) 29,846






Standalone


Cash Flow Statement


For the period Ended

108

September 30, 2019

A. Cash flow from operating activities:



Adjustments to reconcile profit before tax:

Depreciation and amortisation expense 1,302

Amortisation of government grant (6)

Gain on disposal of property, plant and equipment (net) (6)

Liabilities written back to the extent no longer required (2)

Bad debts/ advances written off 1

Provision for doubtful debts/ advances 3

Gain on sale of Investments -

Provision for diminution in the value of investment -

Interest income (10)

Dividend income (304)

Finance cost 219

Unrealised foreign exchange loss (net) (38)

Operating profit before working capital changes 5,833

Change in working Capital:

Increase/ (decrease) in Trade Payables (2,770)

Increase/ (decrease) in Other Payables (549)

Increase/ (decrease) in Other financial liabilities 510

(Increase)/ decrease in Trade Receivables 659

(Increase)/ decrease in Inventories 591

(Increase)/ decrease in other financial assets 584

(Increase)/ decrease in Other Receivables 337

Cash generated from operations 5,195

- Income taxes paid (net of refund) (1,121)

Net cash flows from operating activities 4,074

B. Cash flow from Investing activities:

Payments for property, plant and equipment and investment

properties (2,215)

Proceeds from sale of property, plant and equipment 9

Proceeds from sale / (payment for purchase) of investments

(net) (1)

Loan (to)/repaid by related parties (net)

Interest received 10

Dividend received from subsidiaries 257

Dividend received from others 18

(Investment)/ proceeds from maturity of deposits with

remaining maturity for more than 12 months 0

Net cash used in investing activities (1,921)

109

C. Cash flow from financing activities:

Proceeds from issues of shares

Dividend paid to equity share holders (4,731)

Dividend distribution tax (915)

Interest paid (156)

Proceeds from long term borrowings 3,800

Proceeds from other short term borrowings (8)

Repayment of long term borrowings (2)

Repayment of other short term borrowings (58)

Net cash used in financing activities (2,070)

Net increase/(decrease) in Cash and Cash Equivalents 83

Net foreign exchange difference 10

Net Cash and Cash equivalents at the beginning of the year 1,333

Cash and cash equivalents - addition on amalgamation

Cash and cash equivalents as at current year end 1,426

Cash and cash equivalents comprise of the following

Cash on hand 8

Cheques / drafts on hand 54

Balances with banks 1,364

Cash and cash equivalents as per Balance Sheet 1,426






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