Credit Bulletin
February 05, 2020 | Mumbai
Update on reorganisation announcement of Motherson Sumi Systems Limited
 
On January 30, 2020, Motherson Sumi Systems Limited (MSSL; rated CRISIL AA+/Stable/CRISIL A1+) announced that the company's board of directors have provided in-principle approval for a reorganization of business within the Samvardhana Motherson group to demerge domestic wiring harness business of the company into a newly formed entity (MSSL2) with mirror shareholding.
 
The board has also provided in-principle approval to consolidate shareholding in Samvardhana Motherson Automotive Systems Group B.V. ("SMRP BV, S&P BB+/Stable) to become 100% subsidiary of MSSL1. This shall be achieved through a process of merger to bring 49% stake in SMRP BV held by Samvardhana Motherson International Limited ("SAMIL, CRISIL AA-/Stable/CRISIL A1+") into MSSL1.
 
The demerged entity, MSSL2 will house existing domestic wiring harness business while MSSL1 will hold the international business (including key subsidiaries - SMRP BV, PKC Group Plc, PKC) and domestic non-wiring harness businesses & export business.  Exact details are expected to emerge post final board approval and as the transaction progresses.
 
The objective of this arrangement is to meet long standing request from the Sumitomo Wiring Systems, Japan ("SWS") Joint Venture partner of MSSL, to keep their participation focussed to domestic wiring harness business in India, which is core area of interest for SWS, as well as to simplify the holding structure of SMRP BV.
 
To progress on the aforesaid reorganisation, the Board of MSSL has constituted a subcommittee of directors to prepare a detailed proposal and scheme of reorganization within a period of 90 to 120 days.
 
The reorganization, once approved by the Board post recommendation of the said committee, shall be subject to requisite regulatory and corporate approvals and shall be governed by the provisions of Companies Act and other applicable laws and regulations.
 
Given that the reorganisation scheme is yet to be finalised and approved by the board, CRISIL will continue to closely monitor developments and engage with company's management. CRISIL will engage with MSSL's management post finalisation of reorganisation scheme to better understand the division of its assets and liabilities, and overall impact on credit profile of the rated entity.
 
CRISIL may take appropriate rating action based on the outcome of the final scheme of organisation and its impact on the credit profile of MSSL and other group companies, SAMIL; Motherson Molds and Diecasting Limited (CRISIL AA-/Stable); SMRC Automotive Products India Private Limited (CRISIL AA-/Stable/CRISIL A1+); Samvardhana Motherson Auto Component Private Limited (CRISIL A+/Stable); Motherson Lease Solution Limited (CRISIL AA/Stable) and Motherson Auto Limited (CRISIL AA/Stable).
 
The list of group companies to be impacted due to reorganization of the Samvardhana Motherson group:
 
For accessing the previous rating rationale, refer to the following link
Company Name Link to Rating Rationale
Motherson Sumi Systems Limited Click here
Samvardhana Motherson International Limited Click here
Motherson Molds and Diecasting Limited Click here
SMRC Automotive Products India Private Limited Click here
Samvardhana Motherson Auto Component Private Limited Click here
Motherson Lease Solution Limited Click here
Motherson Auto Limited Click here
Note on complexity levels of the rated instrument:
CRISIL complexity levels are assigned to various types of financial instruments. The CRISIL complexity levels are available on www.crisil.com/complexity-levels. Users are advised to refer to the CRISIL complexity levels for instruments that they consider for investment. Users may also call the Customer Service Helpdesk with queries on specific instruments.
Links to related criteria
CRISILs Approach to Financial Ratios
CRISILs Bank Loan Ratings - process, scale and default recognition
Rating criteria for manufaturing and service sector companies
Rating Criteria for Auto Component Suppliers
CRISILs Criteria for Consolidation
CRISILs Criteria for rating short term debt

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