The Directors have pleasure in presenting the 35th annual report
together with the audited financial statements for the year ended 31st
The Company's financial performance during the year 2015-16 as compared
to the previous year 2014-15 is summarised below:
(Rs. in million)
Total revenue 582,082 508,022
Profit before tax 65,350 48,682
Tax expense 19,636 11,570
Profit after tax 45,714 37,112
Balance brought forward 197,368 173,849
Impact of revision of useful lives of certain 0 (792)
Profit available for appropriation 243,082 210,169
General reserve 4,571 3,711
Proposed dividend 10,573 7,552
Corporate dividend tax 2,152 1,538
Balance carried forward to balance sheet 225,786 197,368
The total revenue (net of excise) was Rs. 582,082 million as against
Rs. 508,022 million in the previous year showing an increase of 15 per
cent. Sale of vehicles in the domestic market was 1,305,351 units as
compared to 1,170,702 units in the previous year showing an increase of
12 per cent. Total number of vehicles exported was 123,897 units as
compared to 121,713 units in the previous year showing an increase of 2
Profit before tax (PBT) was Rs. 65,350 million against Rs. 48,682
million showing an increase of 34 per cent and profit after tax (PAT)
stood at Rs. 45,714 million against Rs. 37,112 million in the previous
year showing an increase of 23 per cent. Price earning ratio (based on
last quoted price on NSE) as on 31st March 2016 and 31st March 2015 was
24.56 and 30.10 respectively.
The 'Offer for Sale' by the Government of India in 2003 was at a price
of Rs. 125/- per share. The market capitalisation was Rs. 1,116,790
million and Rs. 1,122,530 million based on the market price of the
Company's shares (NSE closing) of Rs. 3,697 and Rs. 3,716 as at 31st
March 2015 and 31st March 2016 respectively, with an increase of 2873
per cent as on 31st March 2016 compared to the offer price.
The board recommends a dividend of Rs. 35 per equity share of Rs. 5
each for the year ended 31st March 2016 amounting to Rs. 10,573
The operations are exhaustively discussed in the 'Management Discussion
and Analysis' forming part of the annual report.
Consolidated Financial Statements
In accordance with Accounting Standard - 21 on Consolidated Financial
Statements read with Accounting Standard - 23 on Accounting for
Investments in Associates and Accounting Standard - 27 on Financial
Reporting of Interest in Joint Ventures, the audited consolidated
financial statements are provided in the annual report.
A report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies as required by the
Companies Act, 2013 is provided as an annexure to the consolidated
financial statements and hence are not repeated here for the purpose of
brevity. No company has become or ceased to become a subsidiary, joint
venture or associate company during 2015-16.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form
MGT-9 is attached as Annexure A.
In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the
Company has a policy for determining material subsidiaries. The policy
is available on the website of the Company at
Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes forming part of the financial statements.
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year, seven board meetings were held, the details
of which are given in the Corporate Governance Report.
For composition of the audit committee, please refer to the Corporate
The Company has received declarations of independence in accordance
with the provisions of Section 149 of the Companies Act, 2013 from all
the Independent Directors.
The details of the familiarization programmes for the Independent
Directors are available on the website of the Company at http://
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained, in terms of Section 134 of the
Companies Act, 2013, your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and proper explanations provided relating
to material departures, if any;
b) such accounting policies have been selected and applied consistently
and judgments and estimates made 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 and of the profit of the Company for that
c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;
e) internal financial controls were followed by the Company and they
are adequate and are operating effectively; and
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and
Directors and Key Managerial Personnel (KMP)
Mr. Kazuhiko Ayabe ceased to be a Whole-time Director with effect from
close of business hours of 28th January 2016. He continues as a
Non-Executive Director. Mr. Kenichi Ayukawa was re-appointed as
Managing Director & CEO for a period of three years with effect from
1st April 2016 and Mr. Toshiaki Hasuike as Joint Managing Director for
a period of three years with effect from 27th April 2016.
Pursuant to Regulation 21 of Listing Regulations, the Company has a
Risk Management Committee, the details of which are given in the
Corporate Governance Report. The Company has a risk management policy
and identified risks and taken appropriate steps for their mitigation.
For more details, please refer to the Management Discussion and
Internal Financial Controls
Internal financial controls have been discussed under 'CEO/CFO
Certification' in the Corporate Governance Report.
The Company has in place an established and effective mechanism called
the Whistle Blower Policy (Policy). The mechanism under the Policy has
been appropriately communicated within the organisation. The purpose of
this policy is to provide a framework to promote responsible whistle
blowing by employees. It protects employees wishing to raise a concern
about serious irregularities, unethical behaviour, actual or suspected
fraud within the Company.
The Chairman of the audit committee is the ombudsperson and direct
access has been provided to the employees to contact him through
e-mail, post and telephone for reporting any matter.
Related Party Transactions
The Company has a policy on related party transactions which is
available on the Company's website at http://www.marutisuzuki.
com/policy-on-related-party-transactions.aspx. In terms of Section
134(3) (h) of the Companies Act, 2013 read with Rule 15 of the
Companies (Meetings of board and its powers) Rules, 2014, the related
party transactions for 2015-16 are given in Form AOC 2 as Annexure B.
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of its committees. The evaluation criteria,
inter-alia, covered various aspects of the board's functioning
including its composition, attendance of Directors, participation
levels, bringing specialised knowledge for decision making, smooth
functioning of the board and effective decision making. The board and
its committees had been highly effective in achieving their respective
charters and their meetings were well run and the members acted with
sufficient diligence and care.
The performance of individual Directors was evaluated on parameters
such as level of engagement and contribution to the affairs of the
Company including by way of attendance in board/ committee meetings,
level of independence of judgement, care undertaken in safeguarding the
interest of the Company and its minority shareholders. All the
Directors were diligent, meticulous and faithful in the performance of
their duties and the Directors expressed their satisfaction with the
evaluation process. The criteria laid down by the Nomination and
Remuneration Committee for evaluation of performance of Independent
Directors included, inter-alia, the extent of engagement including
attendance at the board/ committee meetings, ability to discharge their
duties and provide effective leadership, exercise independence of
judgement and safeguarding the interest of all the stakeholders
including the minority shareholders.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy is attached as Annexure C.
Corporate Social Responsibility (CSR)
The Annual Report on CSR activities containing details of CSR Policy,
composition of the CSR committee and other prescribed details are given
in Annexure D.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti- Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. During the period under review,
one complaint was received by the ICC and the same was suitably closed
after following the due process.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information in accordance with Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is
attached as Annexure E.
The Company has complied with the corporate governance requirements, as
stipulated under the various regulations of Listing Regulations. A
certificate of compliance by the auditors shall form part of the annual
Secretarial Audit Report
In accordance with the provisions of Section 204 of the Companies Act,
2013 read with The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the board appointed M/s RMG &
Associates, a firm of Company Secretaries in practice to undertake the
Secretarial Audit for 2015-16. The report on secretarial audit is
attached as Annexure F. The report does not contain any qualification.
As required by the provisions of Section 197 of the Companies Act, 2013
read with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the particulars of the employees are
set out in Annexure G. However, as per the provisions of Section 136 of
the Companies Act, 2013, the annual report is being sent to all the
members of the Company excluding the aforesaid information. The said
information is available for inspection by the members at the
registered office of the Company up to the date of the ensuing Annual
General Meeting. Any member interested in obtaining such particulars
may write to the Company Secretary at the registered office of the
In accordance with the provision of Section 148 of the Companies Act,
2013 read with Companies (Cost Records and Audit) Rules, 2014, M/s
R.J.Goel & Co., Cost Accountants, New Delhi (Registration No. 000026)
were appointed as the Cost Auditors of the Company to carry out the
cost audit for 2016-17.
The auditors, M/s Price Waterhouse, Chartered Accountants, hold office
until the conclusion of the ensuing annual general meeting. A
certificate has been obtained from M/s Price Waterhouse to the effect
that the Company is in compliance with the conditions of Foreign Direct
Investment for the downstream investment made by the Company in
subsidiary companies. The auditors' report to the members for the year
under review does not contain any qualification. As per the provisions
of Section 139 of the Companies Act, 2013, the board has recommended
the appointment of M/s Deloitte Haskins & Sells LLP as auditors of the
Company from the conclusion of the 35th Annual General Meeting (AGM)
till the conclusion of 40th AGM for approval of the members.
The Company was awarded the highest financial credit rating of
AAA/stable (long term) and A1 (short term) on its bank facilities by
CRISIL. The rating underscores the financial strength of the Company in
terms of the highest safety with regard to timely fulfillment of its
The Company was awarded ISO/IEC 27001:2005 certification by STQC
Directorate (Standardization, Testing and Quality Certificate),
Ministry of Communications and Information Technology, Government of
India after re-assessment. In 2015 the certification has been upgraded
The Company has established and is maintaining an environment
management system. During the year, surveillance audit under ISO-14001
was carried out by M/s AVI, Belgium for the manufacturing plants
located at Gurgaon and Manesar. The auditors recommended continuance
of ISO-14001 of all manufacturing facilities.
The quality management system of the Company is certified against ISO
9001:2008 standard. Re-assessment of the quality systems is done at
regular intervals and re-certification assessments are done at every
three years by an accredited third party agency. The Company has an
internal assessment mechanism to verify and ensure adherence to defined
quality systems across the Company.
Mr. R.C. Bhargava, Chairman was conferred the 'Padma Bhushan', the
third highest civilian award for his contribution in the field of
Public Affairs and 'Lifetime Achievement Award' at the prestigious
Forbes India Leadership Awards 2015.
The Company received the following awards/recognitions/ rankings during
- J.D. Power CSI Study ranked the Company highest for the 16th
- 'Manufacturer of the year' by CNBC TV18 Overdrive, NDTV Car & Bike
and Auto Car.
- 'Premium Hatchback of the Year' by NDTV Car & Bike and Auto Car,
'Premium Car of the Year' by CNBC TV18 Overdrive, 'Hatchback of the
Year' by 8th BBC Top Gear India, and 'Value for Money Car' by Auto Car
- 'Auto Tech Review Engine of the Year' at Indian Automotive Technology
and Innovation Awards (IATIA), 'Hatchback of the Year' at NDTV Car &
Bike, 'Mid-size Hatchback of the Year' by Zeegnition Auto, 'Best
Compact Car of the Year' by Motor Vikatan and 'Best Innovation' at 2015
World Auto Forum to Celerio.
- 'Compact Sedan of the Year' by NDTV Car & Bike, 'Sedan of the Year'
by Auto Bild Golden Steering Wheel and 'Car of the Year' by Motoring
World to Ciaz.
- 'Crossover of the Year Award' by EVO India of Road to S-Cross.
- 'Idea of the Year' by BBC Top Gear to Alto K10.
- 'Readers Choice Technology of the Year' and 'Auto Tech Review
Environment Technology of the Year' at IATIA to Smart Hybrid Vehicle by
- 'Golden Peacock' in automobile sector, 'Excellent Sanitation and
Toilet Project', 'Driving Safety' and 'Greentech Award' in Corporate
The Board of Directors would like to express its sincere thanks for the
co-operation and advice received from the Government of India, Haryana
Government and the Gujarat Government. Your Directors also take this
opportunity to place on record their gratitude for timely and valuable
assistance and support received from Suzuki Motor Corporation, Japan.
The board also places on record its appreciation for the enthusiastic
co- operation, hard work and dedication of all the employees of the
Company including the Japanese staff, dealers, vendors, customers,
business associates, auto finance companies, state government
authorities and all concerned without which it would not have been
possible to achieve all round progress and growth of the Company. The
Directors are thankful to the members for their continued patronage.
For and on behalf of the Board of Directors
R.C. BHARGAVA KENICHI AYUKAWA
Chairman Managing Director & CEO
26th April 2016