Samvardhana Motherson International Ltd

Motherson Sumi Systems Limited (MSSL) is one of the world's leading, specialized automotive component manufacturing companies for Original Equipment Manufacturers (OEMs). With a diverse global custome ... r base of nearly all leading automobile manufacturers globally, the company has a presence in 36 countries across six continents. MSSL is currently the largest auto ancillary in India. The present product range of MSSL comprises of - wiring harnesses, rear view mirrors, moulded plastic parts including car interior and exterior parts, bumpers, dashboards and door trims, complete modules, rubber components for automotive and industrial applications, high precision machined metal parts, injection molding tools and HVAC systems. Motherson Sumi Systems Ltd was incorporated in the year 1986 as a joint venture between Samvardhana Motherson Group and Sumitomo Wiring Systems (Japan). The company was incorporated with the objective of manufacturing integrated wiring harnesses wires high tension cords and components for integrated wiring harnesses including plastic and metal parts. In the year 1989, the company commenced manufacturing wiring harness components and plastic parts as a backward integration. In the year 1991, the company through their joint venture, Motherson Pudenz Wickmann Ltd commenced manufacturing fuses as a backward integration. In the year 1993, the company launched wire division, namely Motherson Sumi Electric Wires. In October 1995, the company in collaboration with Kromberg and Schubert AG Germany and formed Kromberg Schubert Motherson Sumi Systems Pvt Ltd for the manufacture of integrated wiring harnesses, which is supplied to Mercedes Berz-Telco joint venture & BMW-Hero Motors joint venture for 650 cc motor cycles. In December 2005, they incorporated Britax Motherson Pvt Ltd in technical and financial collaboration with Britax International UK for manufacture of Auto Mirrors. In the year 1997, the company formed a joint venture namely Kyungshin Industrial Motherson Ltd for manufacturing wiring harness for Hyundai. The company's joint venture, BR Motherson Automotive Pvt Ltd set up a plant for manufacturing Blow Moulded Auto Components and Door Panels. Also, Motherson Auto Components Engineering Ltd, Motherson Pudenz Fuses Ltd and Motherson Global Pte Ltd Singapore became the subsidiaries of the company during the year. In the year 1998, the company made a technical agreement with WOCO and commissioned manufacturing of rubber component. In the year 1999, the company established a representative office in Austria and in the next year, they established another representative office in Singapore. In the year 2001, the company commissioned the silicon rubber moulding facility in their first overseas manufacturing base in Sharjah. Motherson Automotive Technologies & Engineering and Motherson Sumi Electric Wires were amalgamated with the company during the year. In the year 2002, the company set up MSSL Ireland Pvt Ltd in Ireland. Also, they established MSSL Mideast (FZE) in Sharjah (UAE). In the year 2003, they established a representative office in UK. During the year 2003-04, the company set up 100% subsidiaries, namely Motherson Electrical Wires Lanka Pvt Ltd in Sri Lanka for manufacturing of wires and MSSL Handels GmbH in Austria. Also, the company in association with Hag Kunststofftechnik GmbH set up a subsidiary, namely MSSL Hag Toolings Ltd in SAIF Zone, Sharjah. In March 2004, the company set up 100% subsidiary, namely MSSL (S) Pte Ltd in Singapore. The activities relating to the representative office of Singapore are being transferred to this subsidiary. In March 2004, the company entered into a joint venture agreement with WOCO Franz Josef Wolf Holding GmbH & WOCO Industrieteknik GmbH and established a company namely WOCO Motherson Elastomer Ltd. The company transferred their Elastomer business to the joint venture company as a going concern with effect from June 1, 2004. During the year 2004-05, the company expanded their Noida facilities with a new dedicated unit for exports. They started a new unit at Chennai to cater to the requirements of Hyundai Motors and for exports to GM Holden, Australia. Also, the company established a representative office in Germany. During the year 2005-06, Motherson Advance Polymers Ltd and Balda Motherson Info Devices Ltd became 100% subsidiaries of the company. In August 2005, the company acquired G&S Kunststofftechnik GmbH, Germany to consolidate their polymer business. In January 2006, the company's joint venture subsidiary Global Environment Management (FZC) set up a 100% subsidiary, Global Environment Management Australia Pty Ltd, Australia. During the year, Draexlmaier & Motherson Electrical Systems (I) Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from April 1, 2005. Also, WOCO Motherson Elastomer Ltd and WOCO Motherson Advanced Rubber Technologies Ltd ceased to be subsidiaries of the company. During the year 2006-07, Motherson Advance Polymers Ltd, a 100% subsidiary of the company merged with the company with effect from February 1, 2006. In August 2006, the company purchased the business and assets of ASL Systems Ltd through their 100% subsidiary, MSSL GB Ltd. In October 2006, they incorporated MSSL Australia Pty Ltd. In November 2006, the company acquired a plastic injection molding company FP Formagrau s.r.o., in Czech Republic. In February 2007, they incorporated two subsidiaries namely Motherson Elastomers Pty Ltd and Motherson Investments Pty Ltd through MSSL Australia Pty Ltd. These two subsidiaries acquired the business and assets of Empire Rubber in Australia from Huon Corporation Pty Ltd, which was engaged in rubber mixing and manufacture of rubber extruded components. During the year 2007-08, MSSL GmbH, the company's wholly owned subsidiary through MSSL Mideast (FZE) entered into an agreement with Dremotec GmbH & Co KG and Sirius Invest AG and incorporated another subsidiary Motherson Orca Precision Technology GmbH. Subsequently, the business of Mothersonsumi Reiner GmbH (100% subsidiary of MSSL GmbH) was transferred to the newly incorporated entity with effect from January 01, 2008. Also, they established a representative office in Italy during the year. During the year 2007-08, the company set up two new plants in Noida and Pune to meet the requirements of domestic and export market. They increased the extraction capacity of Motherson Sumi Electrical Wires, Bangalore from 18,000 km to 26,000 km per month. On 7 March 2009, Motherson Sumi Systems Limited (MSSL) announced that it has completed the acquisition of Visiocorp Group on 6 March 2009, for which the company had signed terms sheet and made announcement on 2 January 2009. MSSL subsidiary, Samvardhana Motherson Visiocorp Solution Ltd. (SMVSL), has acquired all the subsidiaries of Visiocorp plc (in administration) for a cash consideration of approximately Euro 25 million and allotment of 5% consideration shares having face value of Euro 1.5 million. The acquisition from Visiocorp plc (in administration) comprises only assets in the form of shares of the operating companies and no debt is being acquired from Visiocorp plc (in administration). The acquired subsidiaries also have minimal debt. SMVSL is 95% owned by Samvardhana Motherson Global Holdings Limited (SMGHL), a joint venture between MSSL and Samvardhana Motherson Finance Limited (SMFL) in the ratio of 51:49. In 2008, Visiocorp Group had a turnover of approximately Euro 660 million (USD 832 million) (unaudited). The various operating companies include manufacturing locations at USA, Mexico, Australia, UK, Hungary, Spain, France, China, India and Korea together with design and engineering centers at each location and at Germany. The diverse customer profile includes BMW, Chrysler, Daimler, Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki, Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota, Volkswagen/Audi etc. Visiocorp is a market leader in exterior rear view mirror systems and brings with it cutting edge technology, covering the complete range of mirrors from low-end entry segments to high-end luxury segments. The product range also includes specialized unique solutions like the Telescopic Trailer Tow Mirrors and camera based Blind Spot Detection systems. MSSL has a highly successful joint venture with Visiocorp in India for the past 13 years and is a leading supplier of rear-view mirror systems to automobile manufacturers in India. This acquisition will lead to significant leveraging of business synergies as the existing business of Samvardhana Motherson Group greatly supplements Visiocorp needs for products and services, particularly in design engineering services, IT, injection moulded parts & assemblies, moulds and wiring harnesses. With this acquisition, Samvardhana Motherson Group has become one of the largest manufacturers of automotive mirrors in the world. The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 29 June 2009 approved the proposal for purchase of shareholding held by Wilhelm PUDENZ GmbH and WICKMANN Werke GmbH in Motherson PUDENZ WICKMANN Ltd. (MPWL). On transfer of these shares, MPWL will become the wholly owned subsidiary of MSSL. MPWL registered net sales of Rs 2.64 crore and profit after tax of Rs 0.42 crore for the year ended 31 March 2009. At the Board Meeting of Motherson Sumi Systems Limited (MSSL) held on 28 April 2011, the Board of Directors of the company approved the merger of Sumi Motherson Innovative Engineering Limited (SMIEL), a company engaged in the manufacture of components for wiring harnesses and other plastic components with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of company's wholly owned subsidiary, MSSL Global Wiring Limited, a company engaged in the manufacture of wiring harnesses at SEZ Kandla with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of India Nails Manufacturing Pvt. Ltd., wholly owned subsidiary having mainly land and building, with Motherson Sumi Systems Limited (MSSL). The merger of SMIEL into MSSL will add significant value to MSSL's existing business of wiring harness and plastic molding. SMIEL is presently subsidiary of Sumitomo Wiring Systems (SWS). The proposed merger of SMIEL into MSSL will bring the entire business of wiring harness into one entity. MSSL is one of the key customers (about 39%) of SMIEL. SMIEL is doing similar business of plastic components as well. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 13 July 2011 in principle approved the proposal to (jointly with Samvardhana Motherson Finance Limited) acquire 80% of the shareholding of Peguform Group, Germany from Cross Industries AG. The acquisition would be made through a joint venture in which MSSL would hold 51% stake and Samvardhana Motherson Finance Limited would hold 49% stake. MSSL has through its subsidiary executed binding agreement with Cross Industries for acquiring 80% stake in Peguform GmbH and Peguform Iberica, SL together with 50% stake in Wethje Entwicklungs GmbH and Wethje Carbon Composite GmbH. The total share consideration for the transaction is Euro 141.5 million, of which MSSL share shall be Euro 72.165 million. MSSL proposes to raise loan overseas to finance this transaction. Peguform is a leading full service supplier off differentiated high quality interior and exterior products for the automotive and related industries. Peguform has a strong presence in Europe, supplying to major premium German brands. Fort the calendar year 2010, Peguform Group registered revenue of Euro 1,355.53 million, EBITDA of Euro 66.87 million and profit after tax of Euro 6.8 million. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 9 August 2012 recommended the issue of bonus shares in the ratio of 1:2 (1 share for 2 shares held) subject to the approval of the shareholders in the ensuing Annual Genera! Meeting scheduled to be held on 10 September 2012. The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 1 November 2013 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing equity shares subject to the approval of the shareholders. On 10 August 2014, Motherson Sumi Systems Ltd (MSSL) announced that it has successfully closed the deal for acquiring wiring harness business of Stoneridge Inc. in a record time on receipt of necessary regulatory approvals. As announced previously on 27 May 2014, MSSL had signed an agreement to acquire the Wiring Harness business of Stoneridge Inc. through asset purchase at consideration of US $ 65.7 million on no cash no debt basis. The total cash outlay of US $71.38 million includes increase in working capital and cash/bank balances subject to post-closing adjustments. Included in the transaction are six manufacturing facilities located in Portland, Indiana (USA); Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio (USA). Stoneridge's Wiring Business designs and manufactures wiring harness products for sale principally to the commercial, agricultural and off-highway vehicle markets, as well as assembles entire instrument panels that are configured specifically to an OEM customer's specifications in the commercial vehicle market. The addition of these manufacturing facilities would enable MSSL to service the growing requirement of the customers in the region. With this acquisition, MSSL now has over 45 plants related to wiring harness business. On 15 December 2014, Motherson Sumi Systems Ltd. (MSSL), through its subsidiary Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), announced the signing of an agreement for purchase of assets of Scherer & Trier group (S&T), Germany from its administrator. The consideration payable is approximately Euro 36 million for the assets including land and building & inventories along with the shareholding held in Mexican entities. This acquisition includes 2 manufacturing facilities situated at Michelau (Germany) and Puebla, (Mexico). The acquired entity develops and manufactures extrusion profiles, moulded parts made of thermoplastics and hybrid components made of metal and plastic catering to OEMs like Audi, BMW, Daimler, Ford, GM, VW etc. along with other customers. It also has a strong vertical integration including state-of-the-art tool room for injection moulding tools, process engineering and in-house material development capabilities. This acquisition further consolidates MSSL's polymer business in Europe & North America. On 29 April 2015, Motherson Sumi Systems Ltd. (MSSL) announced that the company through its subsidiary Samvardhana Motherson Automotive Systems Group BV (SMRPBV) has received a significant set of orders for the supply of a range of exterior and interior systems for several future Mercedes-Benz vehicle generations. MSSL estimates these orders to generate sales revenues of approximately Rs 15400 crore (Euro 2.2 billion approx.) over its lifetime and expected to commence from calendar year 2018. To support Daimler's expansion activities, MSSL will invest in 2 new plants, one each in the USA and Hungary which will enable SMRP BV to be closer to Daimler's vehicle assembly plants, along with capacity expansion in existing plants in Germany as well as new machines, tools and product development efforts. The Board of Directors of Motherson Sumi Systems Limited at its meeting held on 10 June 2015 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against the 2 (two) existing shares subject to the approval of the shareholders. On 7 September 2016, Motherson Sumi Systems Ltd (MSSL) informed the stock exchanges that MSSL Manufacturing Hungary Kft., a subsidiary of MSSL GmbH (which is a subsidiary of Motherson Sumi Systems Limited) is acquiring the Automotive Business Unit of Abraham es Tarsa Kft. (Abraham and Co. Ltd) located in Turkeve, Hungary on a going concern basis and would also give on lease part of acquired assets to SMR Hungary. With this transaction, which is expected to be completed in October 2016, MSSL through its 100% subsidiary, MSSL Manufacturing Hungary Kft., would acquire the land, building and machinery of Abraham es Tarsa Kft for a purchase price consideration of EUR 10.4 million. Abraham es Tarsa is an expert for plastic processing and high quality products for car makers across Europe. SMR Hungary a subsidiary of SMRP BV (98.5% holding), which is ultimately held by MSSL, has for many years been the primary customer of Abraham es Tarsa Kft. The integration of this business would allow to generate a number of operational synergies with SMR. This acquisition will increase the in house capability of SMR Hungary, and therefore will support SMR's position as technology and market leader for automotive mirrors in Hungary and Europe. The acquired unit will be further expanded to achieve group synergies through supplies to SMR and to the new facilities being set up by SMP in Europe to meet the demand for new orders from customers. On 12 September 2016, Motherson Sumi Systems Limited (MSSL) announced allotment of 1.77 crore equity shares to Sumitomo Wiring Systems Limited, Japan, one of the promoters of the company, at issue price of Rs 317 per share aggregating to Rs 563.07 crore on preferential basis. On 16 September 2016, Motherson Sumi Systems Limited (MSSL) announced successful completion of raising funds amounting to Rs 1993.44 crore by way of qualified institutional placement (QIP) issue. The QIP issue was priced at Rs 317 per share. On 27 March 2017, Motherson Sumi Systems Limited (MSSL) announced the deal closure with acquisition of 93.75% stake in Finland based global auto component major PKC Group Plc, a move that will help it expand its footprint significantly in American and European commercial vehicle market segment. MSSL will acquire the remaining stake in PKC Group Plc through subsequent offer/squeeze out process. The total consideration payable for the acquisition is approximately Euro 571 million. As announced earlier on 19 January 2017, MSSL and PKC entered into a combination agreement pursuant to which MSSL launched a voluntary recommended public tender offer for the acquisition of all the issued and outstanding share capital and voting rights of PKC Group Plc (PKC). The tender offer was launched on 6 February 2017. PKC designs, manufactures and integrates tailored electrical distribution systems and related architecture components, vehicle electronics, wires and cables especially for trucks and buses, light and recreational vehicles, construction equipment and agricultural and forestry equipment. In addition, PKC designs and manufactures electrical cabinets, power packs and electrical distribution systems for leading rolling stock manufacturers. With the operational expertise of MSSL and technical know-how of PKC, the company will add more value to its customers and suppliers. MSSL's success in managing its wiring harness business with a focus on training its' people, managing multiple plants with high degree of vertical integration from design to modules will help unlock the full potential of PKC. The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 19 May 2017 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing shares subject to the approval of the shareholders. On 9 January 2018, Motherson Sumi Systems through its subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV) announced the formation of a Joint Venture (JV) with Ossia Inc., innovator of the revolutionary Cota Real Wireless Power technology. Motherson Innovations Company Limited (MI), a subsidiary of Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV), will hold majority share in the JV and will aim at bringing Ossia's Cota power system into the interiors of some of the world's most popular vehicles. The newly formed entity will be based in the U.S.A, supported by Samvardhana Motherson Group's global organisation. On 2 April 2018, Motherson Sumi Systems through its step down subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV), announced the proposed acquisition of Reydel Automotive Group (Reydel), a privately held portfolio company of Cerberus Capital Management, L.P. (Cerberus) that manufactures interior components and modules for global automotive customers. The purchase price for the transaction is USD 201 million. This would be the 21st acquisition from the Samvardhana Motherson Group and is intended to further bolster Motherson's offerings in the automotive Interiors space. Reydel's Interiors Product Portfolio includes Instrument Panels, Door Panels, Console Modules, Decorative Parts and Cockpit Modules. Reydel's global presence spans 20 plants and 16 countries, and is supported by a workforce of approximately 5,650 associates. The acquisition would enable both companies to capitalise on new opportunities in their existing and new geographies, as well as within each others' customer portfolios. Reydel's revenue for the year ended 31 December 2017 was USD 1,048 million and EBITDA was USD 68 million (provisional, and in accordance with US GAAP). The consideration is expected to be financed using existing cash and banking limits at SMRPBV. During the financial year 2018-19,the company has allotted 105,26,44,746 equity shares of face value of Re 1 each on account of the issue of Bonus Shares on 01 November 2018 in the ratio of one equity share against two equity shares held. The Company's step down subsidiary Samvardhana Motherson Automotive Systems Group B.V.had completed acquisition of Reydel Automotive Group ('Reydel') on 02 August 2018. Thereafter, the name of Reydel has been changed to Samvardhana Motherson Reydel Companies ('SMRC'). SMRC is in the business of manufacturing interior components and modules for global automotive customers. Motherson Rolling Stock Systems GB Limited, UK ('MRSS'), (a wholly owned subsidiary of Motherson Sumi Systems Ltd. through PKC Group Ltd.), has signed a definitive agreement on 28 February 2019 with Bombardier Transportation (Rolling Stock) UK Ltd. ('Bombardier') to acquire Bombardier's assets in connection with the production and installation of electrical components and systems for applications in the rail industry, comprising among others, the manufacturing of wiring harnesses, panel and cabinet build and electromechanical assemblies in Derby, UK. The transaction includes transfer of assets, employee and inventories, on debt free and cash free basis and is valued at GBP 10.87 million (approx). The transaction has been completed in the month of April 2019. The board of directors given in-principle approval in its meeting dated 30 January 2020, for the reorganization of business within the group which will, inter alia, demerge domestic wiring harness business of the Company into a newly formed legal entity with mirror shareholding, which shall be listed and consolidate shareholding in Samvardhana Motherson Automotive Systems Group B.V. ('SMRP BV') in MSSL through a process of merger to bring 49% stake held by Samvardhana Motherson International Limited ('SAMIL') in SMRP BV into MSSL The Company's operations and standalone financial results for the year ended 31 March 2021 have been impacted partially by the outbreak of COVID-19 pandemic and the consequent lockdown announced by central and state governments, due to which the operations were suspended for a large part of the quarter ended 30 June 2020 and resumed gradually with prescribed regulations and precautions. The Board of Directors in its meeting dated 02 July 2020, approved a group reorganization plan with the objective of creating value for the shareholders of the Company ('MSSL'). The reorganization plan approved by the respective Boards of the Company and Samvardhana Motherson International Limited ('SAMIL') among other things, entails demerger of Domestic Wiring Harness ('DWH') business from MSSL into a new company Motherson Sumi Wiring India Limited ('MSWIL') and subsequent merger of SAMIL into MSSL to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well as to bring all auto component and allied businesses in SAMIL under MSSL. The transaction is to be effected pursuant to a Composite Scheme of Amalgamation and Arrangement ('Scheme') and is likely to be completed during FY2021-22. Subsequent to the year, the Scheme has been approved by the shareholders and has now been submitted to NCLT for its approval. On 18 January 2021, the Company through its subsidiary SMR Automotive Mirrors Stuttgart GmbH signed a share purchase agreement for the acquisition of 75% stake in Plast Met Plastik Metal San. ImalatveTic.A.S.(PM-Bursa) and Plast Met Kalip San.veTic.A.S.(PM-Istanbul) together known as Plast Met group (Turkey) for a total purchase consideration of EUR 16.9 million (subject to final adjustments). The transaction has been completed on 29 April 2021. The Company incurred CAPEX of Rs 1,904 million at standalone level, which includes, the addition of wire manufacturing capacity at Pithampur ( Madhya Pradesh), expansion of polymer facilities by addition of injection moulding machines & Other balancing equipment at Becharaji and Chennai, expansion of capacity for rubber components both at Noida & Chennai, the addition of equipment for wiring harness at Pithampur, Chennai, NCR for catering to domestic customers as well as the addition of new machines at Kandla for exports. The Hon'ble National Company Law Tribunal, Mumbai Bench ('Hon'ble NCLT') vide its order dated 22 December 2021 has approved the Composite Scheme of Amalgamation and Arrangement ('the Scheme') between the Company, Motherson Sumi Wiring India Limited ('MSWIL'), Samvardhana Motherson International Limited (SAMIL) and their respective shareholders. With the objective of unlocking/ creating value for the shareholders, the Scheme, among other things, entails demerger of Domestic Wiring Harness ('DWH') business from the Company into a new company, viz., MSWIL and subsequent merger of SAMIL into the Company to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well to bring all auto component and allied businesses in SAMIL under the Company. Accordingly, as per the Scheme, 3,157,934,237 equity shares having face value of Re 1/- each, have been allotted by MSWIL, in the ratio of 1 equity share of MSWIL of face value Re 1/- each for every 1 equity share of MSSL of face value Re 1/- each, to the shareholders of MSSL as on 19 January 2022, being the record date fixed by the Company. Similarly, in accordance with the Scheme, 1,359,680,007 net equity shares having face value of Re 1/- each have been allotted by the Company in the ratio of 51 equity shares of the Company of face value Re 1/- each for every 10 equity shares of SAMIL of face value Rs 10/- each to the shareholders of SAMIL as on 28 January 2022, being the record date fixed in terms of the Scheme. Read More