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EQUITY - MARKET SCREENER

Motherson Sumi Wiring India Ltd
Industry :  Auto Ancillaries
BSE Code
ISIN Demat
Book Value()
543498
INE0FS801015
2.9780788
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
MSUMI
52.66
30731.12
EPS(TTM)
Face Value()
Div & Yield %
1.32
1
0.94
 

As on: Apr 16, 2024 01:15 AM

To the Members,

Your Directors have the pleasure in presenting the 3rd Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2023.

The summarized financial results for the year ended March 31, 2023 and for previous year ended March 31, 2022 are as follows:

(INR in Million)

Particulars For the Year Ended For the Year Ended
March 31, 2023 March 31, 2022
Continuing operations
Revenue from contract with customer 70,226 55,872
Other operating revenue 348 478
Revenue from operations 70,574 56,350
Other income 223 300
Profit before depreciation, interest and tax 8,037 7,603
Less: depreciation and amortisation expense 1,237 1,055
Less: finance costs 278 285
Less: exceptional expenses - 654
Profit before tax 6,522 5,609
Less: provision for tax 1,652 1,502
Profit after tax 4,870 4,107
Remeasurements of employment benefit obligations (net of tax) - income / (expense) (27) (58)
Total other comprehensive income (27) (58)
Total comprehensive income 4,843 4,049
Add: balance brought forward 4,045 (4)
Less: bonus share issue (1,263) -
Less: dividend paid (2,684) -
Profit available for appropriation 4,941 4,045

This is the first year of full operations of the company after giving effect to Scheme of Demerger of Domestic Wiring Harness Division of Samvardhana Motherson International Limited (earlier known as Motherson Sumi Systems Limited) into Company.

For the financial year 2022-23, your Company achieved total revenue of INR 70,574 million and Net profit was at INR 4,870 Million. In comparison, last year revenue was of INR 56,350 million an Net profit was at INR 4,107 million.

Key Highlights for year under review are as under:

a) Achievement of yearly revenue of over INR 70,000 million;

b) Company was part of 23 new launches and 17 facelifts taken place in India during the year;

c) Improvement in Profitability with continued focus on operational efficiency and

d) 44% ROCE in the current year.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report. The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of the Annual Report.

Authorised Share Capital Changes

During the year, the Authorised Share Capital of the Company has been increased from INR 3,330,000,000 (Indian Rupees Three Thousand Three Hundred Thirty Million) divided into 3,330,000,000 (Three Thousand Three Hundred Thirty Million) Equity Shares of ' 1 (Rupee One) each to INR 9,000,000,000 ( Indian Rupees Nine Thousand Million) divided into 9,000,000,000 (Nine Thousand Million) Equity Shares of ' 1 (Rupee One) each.

Bonus Issuance

During the financial year, your Company has allotted 1,263,173,695 (One billion two hundred sixty-three million one hundred seventy-three thousand six hundred ninety- five only) equity shares of face value of Re. 1/- (Rupee One) each on account of the issue of Bonus Shares on November 18, 2022 in the ratio of 2(two) equity shares against 5 (five) shares held. After the allotment of Bonus Shares, the paid-up capital of the Company has been increased to INR 4,421,107,932 (Four billion four hundred twenty-one million one hundred seven thousand nine hundred thirty- two) divided into 4,421,107,932 (Indian Rupees Four billion four hundred twenty-one million one hundred seven thousand nine hundred thirty-two only) equity shares of ' 1/- (Rupee One) each.

Dividend Distribution Policy

As per the Dividend Distribution Policy of the company the Board will adhere to the Policy for "distribution of up to 40% of profit" as dividend. In terms of regulation 43A of the Listing Regulations, extract of Dividend Distribution Policy of your Company is disclosed in the Corporate Governance Report as well as the same is also available on the Company's website.

Declaration and Payment of Dividend for the year

The Directors have recommended for approval of the members a payment of dividend of Re. 0.65 (sixty five paisa only) per share on the Share Capital of the Company for the financial year ended March 31, 2023 to the equity shareholders. This dividend is on total increased share capital of INR 4,421,107,932 post allotment of Bonus shares by the company.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of INR 2,874 million resulting in a pay-out of 59% of the profits of the Company.

CRISIL ratings has assigned credit rating to the Banking facilities of the company in April, 2023 as under:

1. Long Term Rating: Crisil AA+/Stable (Assigned)

2. Short Term Rating: Crisil A1+ (Assigned)

During the financial year 2022-23, the Company has not issued any securities for which credit rating was required to be obtained.

There are no companies which have become or ceased to be the Subsidiaries, Joint Ventures or associate companies of the Company during the year 2022-23.

Your company is mainly into sale of products in India. Export from India is very negligible.

The Company has neither invited nor accepted any deposits from public covered under Chapter V of the Companies Act, 2013, and as such, neither any amount on account of principal or interest on deposits from public was outstanding or remained unclaimed or unpaid lying with the company, as on the date of the balance sheet nor there has been any default in repayment of deposits or payment of interest thereon during the year under review.

There are no deposits invited or accepted by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The Board of Directors met six (6) times during the financial year 2022-23 and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

Appointment/Reappointment of Directors

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Norikatsu Ishida (DIN: 09443998), Director of the Company, is liable to retire by rotation in the ensuing AGM.Mr.

Norikatsu Ishida, being eligible seeks his re-appointment. Accordingly, the Board of Directors recommend the reappointment of Mr. Norikatsu Ishida to the members of the Company.

Mr. Yoshio Matsushita (DIN: 09480897) has ceased to be a Director from the Board of the Company effective from July 10, 2023. The Board, while accepting the resignation placed on record their sincere appreciation for the contribution made by Mr. Yoshio Matsushita during his tenure as Director of the Company.

Mr. Yuichi Shimizu (DIN:10059731) was appointed as an Additional Director, liable to retire by rotation by the Board of Directors in its meeting held on July 10, 2023. Approval of Members is being sought at the forthcoming Annual General Meeting ('AGM') of your Company for appointment of Mr. Yuichi Shimizu as Non-Executive Director of the Company.

The details of re-appointment/appointment of the Director of the Company is mentioned in Explanatory Statement under section 102 of the Companies Act, 2013 and annexure to the Notice of 3rd AGM of the Company.

Statement of Declaration by Independent Directors

The Board of Directors have received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations and that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgment and without any external influence and he/she is independent of the management. The Board is of the opinion that they are the persons of integrity and possesses relevant expertise and experience.

During the Year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursements of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The details of remuneration and/or other benefits of Independent Directors are mentioned in the Corporate Governance Report.

Code of Conduct affirmation by Directors, Key Managerial Personnel and Senior Management Personnel

All the Directors, Key Managerial Personnel and senior management personnel, have affirmed and complied with the Code of Conduct formulated by the Company.

Directors Responsibility Statement

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

(a) That in preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the profit of the Company for that period;

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Director and the Chairman of the Company on the basis of the criteria specified as per the Guidance Note on Board Evaluation issued by the Securities and Exchange Board

of India with the aim to improve the effectiveness of the Board and the Committees. The criteria for evaluation under different categories depends on the role of the person(s)/group(s) plays in the Company. The criteria for every evaluation for the FY 2022-23 was decided at every level depending on the functions, responsibilities, competencies required, nature of business etc., detailed as below:

Person(s)/ Group(s) Evaluation Criteria Person(s)/ Group(s) Evaluation Criteria
Chairman of the Company Leadership, steering skills, impartiality, commitment, ability to keep shareholder's interest in mind etc.
Board The board composition and structure, meetings of the Board, effectiveness of board processes and its functions, monitoring effectiveness of Governance practices, evaluation of performance of management and providing their feedback etc.
Committees of the Board The composition of Committees, structure of Committees, effectiveness of Committee meetings, independence of the Committees from the Board, contribution to the decisions of the Board etc.
Executive/ Non-Executive/ Independent Director(s) Criteria for all type of Directors qualification, experience, knowledge and competencies, fulfilment of functions, commitment and their participation and contribution at the Board meetings and Committee meetings etc.
Additional criteria in case of Independent Directors, i.e., independent from the Company and other Directors, providing independent views and judgement.

Independent Directors of the company evaluated performance of Non Independent Directors, the Board as a whole and the Chairman of the Company. The Independent Directors at their meeting held also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. During the year, Board Evaluation was completed by the Company which included the Evaluation of the Board as a whole, Board Committees, Chairman and Individual Directors of the Board.

The Directors opined collectively that that the Board as a whole is functioning as a cohesive body. The Board Members from different backgrounds/experiences brought about different expertise and guidance in the Board and Committee Meetings. It was also noted that the Committees are functioning well and all required issues are brought up and discussed in the Committees as per its terms of reference as mandated by law.

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of section 178(1) of the Companies Act, 2013, recommended to the Board of Directors of your Company, a policy on Director's appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said policy as approved by the Board of Directors, is uploaded on the Company's website at https://www.mswil.motherson.com/storage/ policies/Nomination-Remuneration-and-Evaluation- Policy.pdf. The extract of the said Policy is also covered in Corporate Governance Report which forms part of this Report.

Key Managerial Personnel

In terms of the provisions of section 203 of the Companies Act, 2013, during the financial year and upto the date of report, the Company has following whole-time Key Managerial Personnel:

1. Mr. Anurag Gahlot, Whole-time Director and Chief Operating Officer

2. Mr. Gaya Nand Gauba, Chief Financial Officer (till July 10, 2023)

3. Mr. Mahender Chhabra, Chief Financial officer (appointment effective July 10, 2023)

4. Ms. Pooja Mehra, Company Secretary

Mr. Gaya Nand Gauba resigned from the post of Chief Financial Officer of the Company effective July 10, 2023 pursuant to his superannuation from the Company w.e.f August 31, 2023. The Board placed on record their sincere appreciation for the contribution made by Mr. Gaya Nand Gauba during his tenure as CFO of the Company.

Statutory Auditors

As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in first Annual General Meeting approved the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005) as the Statutory Auditor of the Company for a term of five years starting from conclusion of the first Annual General Meeting until the conclusion of sixth Annual General Meeting of the Shareholders of the Company.

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

During the Financial Year 2022-23, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Cost Auditor

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records have been prepared and maintained by the Company for the financial year 2022-23.

As per recommendation of the Audit Committee, the Board of Directors had appointed M/s. M.R. Vyas & Associates, Cost and Management Accountants (Registration No. 101394) as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2022-23.

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. SGS Associates LLP, Company Secretaries (CP No. 1509) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2023.

The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

The Audit Committee of the Board for the financial year ended March 31, 2023 comprised of Mr. Anupam Mohindroo as Chairman, Ms. Geeta Mathur, Mr. Arjun Puri, Mr. Rajesh Kumar Seth as Independent Directors and Mr. Norikatsu Ishida, Mr. Laksh Vaaman Sehgal as nonexecutive directors.

During the year under review all the recommendations made by the Audit Committee were duly accepted by the Board.

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

Committees of the Board

Details on Committees constituted by the Board under the Companies Act, 2013 and the Listing Regulations, their composition as well as changes in their composition, if any, during the year and the number and dates of meetings of such committees held during the year are covered in Corporate Governance Report which forms part of the Annual Report for the Financial Year 2022-23.

Corporate Social Responsibility

Your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Vivek Chaand Sehgal (Chairman and Non-Executive Director), Mr. Arjun Puri and Mr. Anupam Mohindroo -Members as Independent Director.

The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.mswil.motherson.com/storage/policies/ Corporate-Social-Responsibilitv-Policv.pdf.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-A and forms integral part of this Report. The Company is, inter- alia, also performing CSR activities through Swarn Lata Motherson Trust which has been established for the sole purpose of CSR activities. Further, the Company continue to carry out CSR activities as specified under schedule VII to the Companies Act, 2013.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism which incorporates a whistle blower policy in terms of the Companies Act, 2013 and the Listing Regulations for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct or ethics policy (hereinafter "Unethical and Improper Practices"), either organizationally or individually, to be able to raise it and to provide for adequate safeguards against victimization of whistle blower and also to provide for direct access to the chairperson of the audit committee.

Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

Protected Disclosure can be made by a Whistle Blower through an e-mail or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the Company's website at https://www.mswil.motherson.com/storage/policies/ Whistle-blower-Policy.pdf.

Sustainability Policy and Business Responsibility Sustainability Report (BRSR) reporting

Pursuant to regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Sustainability Report describing the initiatives taken by your Company from an environmental, social and governance perspective, in

the prescribed format is available as a separate section of the Annual Report. This year is the first year of mandatory reporting of BRSR report by the company in terms of applicable SEBI circulars.

Company being desirous to participate in United Nations Global Compact ("UNGC"), a non-binding United Nations pact to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies, and to report on their implementation, established in 2000 as a voluntary initiative based on Company's commitments to implement universal sustainability principles and to support UN goals and its principles and be aligned to the Sustainable Development Goals ("SDGs") had obtained the approval of its Board of Directors dated June 30, 2022, to participate in UNGC and for adoption of principles of National Guidelines on Responsible Business Conduct ("NGRBC"). Company is committed towards its sustainability and progress to its employees, investors, customers, peers, partners, suppliers and all stakeholders on UNGC platform.

The Company has adopted Sustainability Policy along with Group Policies as mentioned below, to enhance governance across the Motherson Group by adhering to the principles of integrity, transparency, accountability and commitment to values. These Policies not only comply with the statutory requirements in letter and spirit, but also aim at implementing the best practices, keeping in view of overall interest of all its stakeholders and to manage the company's affairs in a fair and transparent manner.

Risk Management

In terms of Listing Regulations, the Board of Directors had constituted Risk Management Committee to assist the Board with regard to the identification, evaluation and mitigation of strategic, operational, external environment and cyber security risks and in fulfilling its corporate governance oversight responsibilities and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

The Board of Directors of your Company in its meeting held on January 28, 2022 have adopted the Risk Management Policy for the Company.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

During the year under review, there were no loans or investments made, guarantees given and security provided by the Company under section 186 of the Companies Act, 2013 and accordingly, the financial statements of the Company does not disclose the aforesaid particulars in the notes to the financial statements.

Pursuant to Policy on Related Party Transactions of the Company, all contracts/ arrangements/ transactions entered by the Company during financial year with related parties which were on arm's length basis and were in ordinary course of business were approved by the Audit Committee. Pursuant to the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval including the transaction under section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature and where the need for related party transaction cannot be foreseen, Audit Committee granted omnibus approval for such transactions having value upto rupees one crore per transaction. The transactions entered into pursuant to omnibus approval were presented to the Audit Committee on quarterly basis by way of a statement giving details of all related party transactions. The policy on Related Party Transactions as approved by the Board and amended from time to time is uploaded on the Company's website.

Your Directors draw attention of the members to Note No. 36 to standalone financial statement which sets out related party disclosures.

Approval of Related Party Transactions pursuant to SEBI Listing Regulations

The Securities and Exchange Board of India ("SEBI") notified SEBI (Listing Obligation and Disclosure Requirements) (Sixth Amendment) Regulation, 2021 on November 9, 2021 which were effective from April 1, 2022. The amended provisions of Regulation 23 of Listing Regulations defines a "material related party transaction" as transaction to be entered into individually or taken together with previous transactions during a financial year by the Company, which exceeds INR 1,000 crore or 10% of annual consolidated turnover of the listed entity, whichever is lower, as per last audited financial statements of the listed entity. Further, such "material related party transactions" require prior approval of shareholders. In respect of above, the shareholders of the Company at its the last Annual General Meeting granted their approval for entering into contract(s) / agreements(s) / arrangement(s) / transaction(s), between the Company with following counter- parties: (1) Samvardhana Motherson International Limited; and (2) Sumitomo Wiring Systems Limited. The shareholders of the Company in the said meeting had approved aforesaid related party transactions, as more particularly mentioned in the said notice for the meeting held on August 29, 2022 read with the explanatory statement attached thereto pursuant to section 102 of the Companies Act, 2013. The Notice convening the said meeting can be viewed on the website of the Company at https://www.mswil. motherson.com.

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

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-B to this Report.

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

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours for a period of twenty-one days before the date of the AGM. Any member interested in obtaining a copy of the same may write to the Company.

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit Reports are presented directly to the Chairman of the Audit Committee and its members.

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

Human Resource Relations

The relations with the employees and associates continued to remain cordial throughout the year. Your company has workforce which is diverse, equitable, inclusive and multi-generational. Company has instituted policies for well being of its employees . The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

Disclosure under sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal), Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the Financial Year 2022-23, details of cases filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as under:

Complaint Received Complaint Disposed of Open
6 6 0

During the year Company has held 61 awareness programmes for educating employee for prevention and reporting harassment cases.

During the period under review, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Your Company has complied with the secretarial standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980, and approved as such by the Central Government.

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an annual return in the prescribed format for the financial year 2022-23 is available on the website of the Company at https://www.mswil.motherson.com/performance/ investors/annual-reports.

The Equity shares of your Company are presently listed at the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

The listing fees for the financial year 2022-23 have been paid to the said Stock Exchanges.

The Company's equity shares continue to remain listed on NSE and BSE.

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

In compliance with the Circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India Limited, Notice of the AGM along with the Annual Report for the financial year ended March 31, 2023 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice of AGM and Annual Report for financial year 2022-23 will also be available on the Company's website www.mswil.motherson.com and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

Your Directors state that during the year ended March 31, 2023:

- There has been no change in the nature of business of the company during the year ended on March 31, 2023.

- No amount has been transferred to Reserves by the Company during the year ended on March 31, 2023.

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

- No Application has been made or proceeding is pending by or against the company under the Insolvency and Bankruptcy Code, 2016 for the year ended March 31, 2023.

- There is no valuation required to be carried out by the company for any settlement with Banks as the same is not applicable to the company.

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

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

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and Joint Venture Partners-Sumitomo Wiring Systems Limited, Japan and Samvardhana Motherson International Limited for their continuous support.

For and on behalf of the Board For Motherson Sumi Wiring India Limited
Vivek Chaand Sehgal
Place : Noida Date : July 10, 2023 Chairman DIN: 00291126