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Regd. Office: 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, Delhi 110044 AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH 2012
(Rs. in Lakhs) Particulars Three months ended 31/03/2012 Unaudited Three months ended 31/12/2011 Unaudited Three months ended 31/03/2011 Unaudited Year ended 31/03/2012 Audited Year ended 31/03/2011 Audited
1 (a)
Income from Operations Net Sales/Income from Operations (net of excise duty) - Within India - Outside India (b) Other Operating Income Total Income From Operations (Net) Expenses Changes in inventory of Finished Goods, Work in Progress and Stock in Trade Cost of Material Consumed Purchases of stock-in-trade Employees Benefits Expense Depreciation & amortisation Expenses Exchange Differences (net) on: - Foreign Currency Convertible Bonds (FCCBs) - Long Term Loans - Others Other Expenses Total Expenses Profit from Operations before Other Income, Finance Cost & Exceptional Items (1-2) Other Income Profit / (Loss) from ordinary activities before finance costs and exceptional items (3+4) Finance Costs - Amortisation of Premium on redemption of FCCBs - Others Profit after Finance Costs but before Exceptional Items (5-6) Exceptional Income / (Expenses) (Net) Profit (+)/ Loss (-)from Ordinary Activities before tax (7+8) Tax expense - Current - Deferred - Fringe Benefit Net Profit (+)/Loss(-) from Ordinary Activities after tax (9-10) Extraordinary Item (net of tax) Net Profit (+)/Loss(-) for the period before share of profit/(loss) of associates and minority interests (11-12) Share of profit/(loss) of Associates Minority Interests Net Profit (+)/Loss(-) for the period (13+14-15) Equity Share Capital including Share Capital Suspense account (Face Value :- Rs. 1/- per share) Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year Earnings Per Share before Extraordinary items(EPS) (in Rs.) Basic and diluted EPS before Extraordinary items - Basic - Diluted1 Basic and diluted EPS after Extraordinary items - Basic - Diluted1 PARTICULARS OF SHAREHOLDING Public Shareholding - Number of Shares - Percentage of Shareholding Promoters and promoter group shareholding a) Pledged / Encumbered - Number of shares2 - Percentage of shares (as a % of the total shareholding of promoter and promoter group) - Percentage of shares ( as a % of the total share capital of the company) b) Non-encumbered - Number of shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group) - Percentage of shares ( as a % of the total share capital of the company)
(11,426) 517,014 8,950 125,880 24,649 (557) 646 (3,460) 107,821 769,517
(f) 3
4 5 6
37,727 331 38,058 7,895 30,163 250 30,413 5,843 1,531 172 22,867 -
7,101 356 7,457 4,138 3,319 (8,342) (5,023) 5,449 (372) 104 (10,204) -
21,097 413 21,510 1,386 20,124 20,124 6,013 (1,261) 310 15,062 -
64,392 1,351 65,743 16,485 49,258 (8,092) 41,166 20,180 934 417 19,635 -
67,588 1,300 68,888 30 5,734 63,124 63,124 18,563 (138) 407 44,292 -
7 8 9 10
11 12 13
14 15 16 17 18 19 (a)
182,286
156,039
(b)
A 1
134,827,983 34.79%
134,860,081 34.80%
134,887,081 34.81%
134,827,983 34.79%
134,887,081 34.81%
Investors complaints received and disposed off during the quarter ended March 31, 2012: Complaints pending at the beginning of the quarter Complaints received during the quarter Disposal of complaints Complaints lying unresolved at the end of the quarter
No's. 0 14 14 0
Diluted EPS has been computed at fully diluted paid up capital of Rs. 3,875 Lakhs on conversion of Zero Coupon Foreign Currency Convertible bonds, which is dilutive during the previous nine months ended December 31, and year ended March 31.
Includes 39,600,000 shares for which, as per information submitted by Samvardhana Motherson Finance Limited (SMFL), SMFL has executed Non-disposal Undertakings (NDU).
1 (a)
Income from Operations Net Sales/Income from Operations (net of excise duty) - Within India - Outside India (b) Other Operating Income Total Income From Operations (Net)
Expenses (a) Changes in inventory of Finished Goods, Work in Progress and Stock in Trade (b) Cost of Material Consumed (c) Purchases of stock-in-trade (c) Employees Benefits Expense (d) Depreciation & amortisation Expenses (e) Exchange Differences on - Foreign Currency Convertible Bonds (FCCBs) (net) - Long Term Loans - Others (f) Other Expenses Total Expenses 3 Profit from Operations before Other Income, Finance Cost & Exceptional Items (1-2) 4 Other Income 5 Profit / (Loss) from ordinary activities before finance costs and exceptional items (3+4) 6 Finance Costs - Amortisation of Premium on redemption of FCCBs - Others 7 Profit after Finance Costs but before Exceptional Items (5-6) 8 Exceptional Income / (Expenses) (Net) 9 Profit (+)/ Loss (-)from Ordinary Activities before tax (7+8) 10 Tax expense - Current - Deferred - Fringe Benefit 11 Net Profit (+)/Loss(-) from Ordinary Activities after tax (9-10) 12 Extraordinary Item (net of tax) 13 Net Profit (+)/Loss(-) for the period before share of profit/(loss) of associates and minority interests (11-12) 14 Share of profit/(loss) of Associates 15 Minority Interests 16 Net Profit (+)/Loss(-) for the period (13+14-15) 17 Equity Share Capital including Share Capital Suspense account (Face Value :- Rs. 1/- per share) 18 Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year 19 Earnings Per Share before Extraordinary items(EPS) (in Rs.) (a) Basic and diluted EPS before Extraordinary items - Basic - Diluted1 (b) Basic and diluted EPS after Extraordinary items - Basic - Diluted1 A 1 PARTICULARS OF SHAREHOLDING Public Shareholding - Number of Shares - Percentage of Shareholding Promoters and promoter group shareholding a) Pledged / Encumbered - Number of shares2 - Percentage of shares (as a % of the total shareholding of promoter and promoter group) - Percentage of shares ( as a % of the total share capital of the company) b) Non-encumbered - Number of shares - Percentage of shares (as a % of the total shareholding of promoter and promoter group) - Percentage of shares ( as a % of the total share capital of the company)
(299) 68,438 1,683 11,293 4,417 (2,530) (1,801) 17,370 98,571 22,532 1,751 24,283 1,625 22,658 22,658 4,271 1,864 16,523 16,523 16,523 3,920
316 45,647 4,114 7,876 2,627 3,735 746 12,321 77,382 6,343 2,620 8,963 1,624 7,339 7,339 2,970 (1,117) 5,486 5,486 5,486 3,875
(1,577) 51,079 2,136 6,924 2,325 (263) (728) 11,435 71,331 14,272 264 14,536 998 13,538 13,538 2,404 (339) 11,473 11,473 11,473 3,875
(1,028) 207,284 8,909 34,538 11,725 5,521 (1,208) 51,328 317,069 41,677 7,748 49,425 5,975 43,450 43,450 11,881 (148) 31,717 31,717 31,717 3,920
(6,389) 170,124 8,950 25,725 8,296 (557) 294 (1,841) 40,913 245,515 39,993 2,662 42,655 30 3,172 39,453 39,453 9,807 897 28,749 28,749 28,749 3,875
123,675
96,940
134,827,983 34.79%
134,860,081 34.80%
134,887,081 34.81%
134,827,983 34.79%
134,887,081 34.81%
Investors complaints received and disposed off during the quarter ended March 31, 2012: Complaints pending at the beginning of the quarter Complaints received during the quarter Disposal of complaints Complaints lying unresolved at the end of the quarter
No's. 0 14 14 0
Diluted EPS has been computed at fully diluted paid up capital of Rs. 3,875 Lakhs on conversion of Zero Coupon Foreign Currency Convertible bonds, which is dilutive during the previous nine months ended December 31, and year ended March 31.
2
Includes 39,600,000 shares for which, as per information submitted by Samvardhana Motherson Finance Limited (SMFL), SMFL has executed Non-disposal Undertakings (NDU).
(Rs. in Lakhs)
Year ended 31/03/2011 Audited
1 Segment Revenue (a) Automotive (b) Non Automotive (c) Unallocated Total Less: Inter Segment Revenue Net Sales/Income from Operations 2 Segment Results (a) Automotive (b) Non Automotive (c) Unallocated Total Less i) Interest (Net) ii) Other unallocable expenditure (Net of Unallocable Income) (d) Profit of Associate Total Profit Before Tax Capital Employed 3 (a) Automotive (b) Non Automotive (c) Others (Including Investments) Total Segment Capital Employed
Notes: 1 The above financial results were reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on May 28, 2012. 2 3 4 The Board of Directors have recommended a dividend of Rs 2.25 per share for the year ended March 31,2012. The Annual General Meeting of the Company shall be held on September 10, 2012. The Register of members and share transfer books shall remain closed from September 6, 2012 to September 10, 2012 (both days inclusive) for the purpose of Annual General Meeting and Dividend. The Company operates in two primary business segments, viz Automotive and Non Automotive, determined on the basis of nature of products and services. The Company, through its subsidiary, Samvardhana Motherson Polymers Limited ( SMPL) and Samvardhana Motherson Global Holdings Limited (SMGHL), completed the acquisition of 80% stake in Peguform GmbH and Peguform Iberica, SL including subsidiaries and joint ventures together with 50% stake in Wethje Entwicklungs, GmbH and Wethje Carbon Composite,GmbH (together referred to as SMP Group) on November 23, 2011 (the completion date). The Company and Samvardhana Motherson Finance Limited (SMFL) hold directly or indirectly 51% and 49% respectively in SMPL and SMGHL under joint venture agreements. The consolidated results include financial results of these acquired entities from the completion date, hence the figures are not strictly comparable with previous periods. The summary of SMP Group results included in the consolidated results for the quarter and year ended March 31, 2012 is as under: Three months ended 31/03/2012 Unaudited 510.33 337,683 10,551 5,353 5,482 (284) (254) (30) 290 (420) (5,058) Three months ended 31/12/2011 Unaudited 166.51 115,105 (1,643) 1,187 2,994 (5,824) 7,891 (13,715) (16,230) (7,578) 2,069 Three months ended 31/03/2011 Unaudited Year ended 31/03/2012 Audited 676.84 452,788 8,908 6,540 8,476 (6,108) 7,637 (13,745) (15,940) (7,998) (2,989) Year ended 31/03/2011 Audited (Rs. in Lakhs) -
Particulars Net Sales (Euro in millions) Net Sales Profit Before Interest, Tax, Depreciation & Exceptional Items* Interest Depreciation Profit Before Tax & Exceptional Items* Exceptional Items (net) Profit Before Tax after Exceptional ltems* Profit After Tax Concern share *after exchange fluctuation loss/(gain) on long term loans 5 6 7
The Company has, through its subsidiary, acquired a 51 % stake in Vacuform 2000 (Pty) Limited, a company registered in the Republic of South Africa. Exceptional Items for the year amounting to Rs. 8,092 Lakhs comprise of acquisition and one-time costs namely due diligence expenses, upfront and arrangers fees etc. amounting to Rs. 7,637 Lakhs related to acquisition of SMP Group and write off of goodwill arising on acquisition of Vacuform 2000 (Pty) Limited amounting to Rs. 455 Lakhs. The Honble High Court of Delhi has approved the merger of Sumi Motherson Innovative Engineering Limited (SMIEL) and wholly owned subsidiaries namely, India Nails Manufacturing Limited (INML) and MSSL Global Wiring Limited (MGWL) with the Company with effect from April 1, 2011 (appointed date). Accordingly, the consolidated results for the quarter and the year ended March 31, 2012 include the results of the year ended March 31, 2012 of SMIEL for the year ended March 31, 2012 and are not strictly comparable. The Company has issued 4,420,360 new shares to the shareholders of SMIEL on April 23, 2012, thereby increasing its equity capital to Rs. 3,919.64 Lakhs. As at March 31, 2012, it has been disclosed as Share Capital Suspense Account. The consolidated results for the quarter and year ended March 31, 2012 include results of Samvardhana Motherson Reflectec Group Holdings Limited (SMR) which had acquired all the subsidiaries of Visiocorp Plc.(in administration) on March 06, 2009. The summary of SMR results included in the consolidated results for the quarter and the year ended March 31, 2012 is as under: Three months ended Three months ended Three months ended Year ended Year ended Particulars 31/03/2012 31/12/2011 31/03/2011 31/03/2012 31/03/2011 Unaudited Unaudited Unaudited Audited Audited 240.14 223.61 211.19 860.04 754.82 Net Sales (Euro in millions) (Rs. in Lakhs) Net Sales 158,298 152,461 130,298 566,521 454,702 - Within India 6,646 5,694 14,634 25,453 33,264 - Outside India 151,652 146,767 115,664 541,068 421,438 Profit Before Interest, Tax, Depreciation & Exceptional Items* 10,828 7,002 9,962 26,690 31,358 855 1,035 242 3,372 1,967 Interest Depreciation 3,750 3,550 3,752 13,583 13,015 6,223 2,417 5,970 9,735 16,376 Profit Before Tax & Exceptional ltems* Exceptional Items (net) 6,223 2,417 5,970 9,735 16,376 Profit Before Tax after Exceptional ltems* 5,128 1,985 3,163 3,848 9,672 Profit After Tax 2,393 933 1,548 1,783 4,842 Concern share *after exchange fluctuation loss/(gain) on long term loans (718) 471 407 1,379 352
Information pursuant to clause 41(I)(ea) of the listing agreement: CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES Particulars As at 31/03/2012 Audited
A EQUITY AND LIABILITIES 1 Shareholders' funds (a) Share capital (b) Reserves & surplus (c) Money received against share warrants Sub-total - Shareholders' funds 2 3 4 Share Capital Suspense account Minority interest Non-current liabilities (a) Long term borrowings * (b) Deferred tax liabilities (net) (c) Other long-term liabilities (d) Long term provisions Sub-total - Non-current liabilities 5 Current liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short-term provisions Sub-total - Current liabilities TOTAL - EQUITY AND LIABILITIES B 1 ASSETS Non-current assets (a) Fixed Assets (b) Goodwill on consolidation (c) Non-current investments (d) Deferred tax assets (net) (e) Long term loans and advances (f) Other non-current assets Sub-total - Non-current assets 2 Current Assets (a) Current investments (b) Inventories (c) Trade Receivables (d) Cash & cash equivalents (e) Short term loans and advances (f) Other current assets Sub-total - Current assets TOTAL - ASSETS * Long Term borrowings include debt guaranteed by SMFL taken for the acquisition of Peguform Group
296,108 15,064 16,404 9,917 337,493 116,782 309,812 168,977 35,119 630,690 1,205,618
66,096 2,562 6,597 5,573 80,828 48,139 112,002 56,144 32,992 249,277 513,737
501,777 12,006 9,378 9,038 15,557 13,949 561,705 4 224,964 301,268 45,568 72,094 15 643,913 1,205,618 64,156
213,881 1,788 4,649 2,463 9,269 938 232,988 4 103,757 95,601 35,315 46,065 7 280,749 513,737 -
10 The amounts for the quarter ended March 31, 2012 have been derived as a balancing figure between the amounts as per the annual audited accounts and the year to date results upto December 31, 2011 which were subject to limited review. 11 The figures of previous periods have been re-grouped, wherever necessary, to conform to current period classification. By Order of the Board of Directors For Motherson Sumi Systems Limited
AUDITED STANDALONE FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH, 2012
SEGMENT REPORTING Standalone Three months ended Three months ended 31/12/2011 31/03/2011 Unaudited Unaudited
(Rs. in Lakhs)
Year ended 31/03/2012 Audited Year ended 31/03/2011 Audited
Particulars
1 Segment Revenue (a) Automotive (b) Non Automotive (c) Unallocated Total Less: Inter Segment Revenue Net Sales/Income from Operations 2 Segment Results (a) Automotive (b) Non Automotive (c) Unallocated Total Less i) Interest (Net) ii) Other unallocable expenditure (Net of Unallocable Income) Profit of Associate Total Profit Before Tax 3 Capital Employed (a) Automotive (b) Non Automotive (c) Others (Including Investments) Total Segment Capital Employed
Notes: 1 The above financial results were reviewed by the Audit Committee and approved by the Board of Directors of the Company at their respective meetings held on May 28, 2012. 2 The Board of Directors have recommended a dividend of Rs 2.25 per share for the year ended March 31,2012. The Annual General Meeting of the company shall be held on September 10, 2012. The Register of members and share transfer books shall remain closed from September 6, 2012 to September 10, 2012 (both days inclusive) for the purpose of Annual General Meeting and Dividend. 3 The Company operates in two primary business segments, viz Automotive and Non Automotive, determined on the basis of nature of products and services. 4 The Honble High Court of Delhi has approved the merger of Sumi Motherson Innovative Engineering Limited (SMIEL) and wholly owned subsidiaries namely, India Nails Manufacturing Limited (INML) and MSSL Global Wiring Limited (MGWL) with the Company with effect from April 1, 2011 (appointed date). Accordingly, the standalone results for the quarter and the year ended March 31, 2012 include the results of the year ended March 31, 2012 of SMIEL , INML and MGWL and are therefore not strictly comparable. The Company has issued 4,420,360 new shares to the shareholders of SMIEL on April 23, 2012, thereby increasing its equity capital to Rs. 3,919.64 Lakhs. As at March 31, 2012, it has been disclosed as Share Capital Suspense Account and same has been considered for computing EPS. 5 The Company, through its subsidiary Samvardhana Motherson Polymers Limited (SMPL) and Samvardhana Motherson Global Holdings Limited (SMGHL), completed the acquisition of 80% stake in Peguform GmbH and Peguform Iberica, SL including subsidiaries and joint ventures together with 50% stake in Wethje Entwicklungs, GmbH and Wethje Carbon Composite,GmbH (together referred to as SMP Group) on November 23, 2011 (the completion date). The Company and SMFL holds 51% and 49% stake respectively in SMPL and SMGHL. 6 7 The Company has, through its subsidiary, acquired a 51% stake in Vacuform 2000 (Pty) Limited, a company registered in the Republic of South Africa. Information pursuant to clause 41(I)(ea) of the listing agreement:
STANDALONE STATEMENT OF ASSETS AND LIABILITIES (Rs. in Lakhs)
Particulars
A EQUITY AND LIABILITIES Shareholders' funds 1 (a) Share capital (b) Reserves & surplus Sub-total - Shareholders' funds 2 3 Share Capital Suspense account Non-current liabilities (a) Long term borrowings (b) Deferred tax liabilities (net) (c) Other long-term liabilities (d) Long term provisions Sub-total - Non-current liabilities Current liabilities (a) Short-term borrowings (b) Trade payables (c) Other current liabilities (d) Short-term provisions Sub-total - Current liabilities TOTAL - EQUITY AND LIABILITIES
As at 31/03/2012 Audited
As at 31/03/2011 Audited
43,992 2,143 1,557 942 48,634 42,731 43,553 22,997 16,229 125,510 302,698
34,575 2,251 1,111 550 38,487 39,685 36,329 18,857 15,028 109,899 249,401
Particulars
As at 31/03/2012 Audited
As at 31/03/2011 Audited
B 1
ASSETS Non-current assets (a) Fixed Assets (b) Non-current investments (c) Long term loans and advances (d) Other non-current assets Sub-total - Non-current assets Current Assets (a) Current investments (b) Inventories (c) Trade Receivables (d) Cash & cash equivalents (e) Short term loans and advances (f) Other current assets Sub-total - Current assets TOTAL - ASSETS
8 The amounts for the quarter ended March 31, 2012 have been derived as a balancing figure between the amounts as per the annual audited accounts and the year to date results upto December 31, 2011 which were subject to limited review. 9 The figures of previous periods have been re-grouped, wherever necessary, to conform to current period classification. By Order of the Board of Directors For Motherson Sumi Systems Limited