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 |
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