The directors have pleasure in presenting the 34th annual report
together with the audited financial statements for the year ended 31st
The Company's financial performance during the year 2014-15 as compared
to the previous year 2013-14 is summarised below:
( Rs. in million)
Total revenue 508,022 445,235
Profit before tax 48,682 36,585
Tax expense 11,570 8,755
Profit after tax 37,112 27,830
Balance brought forward 173,849 153,043
Impact of revision of
useful lives of certain
fixed assets (792) -
Profit available for
appropriation 210,169 180,873
General reserve 3,711 2,783
Proposed dividend 7,552 3,625
Corporate dividend tax 1,538 616
Balance carried forward to
balance sheet 197,368 173,849
The total revenue (net of excise) was Rs. 508,022 million as against
Rs. 445,235 million in the previous year showing an increase of 14 per
cent. Sale of vehicles in the domestic market was 1,170,702 units as
compared to 1,053,689 units in the previous year showing an increase of
11 per cent. Total number of vehicles exported was 121,713 units as
compared to 101,352 units in the previous year showing an increase of
Profit before tax (PBT) was Rs. 48,682 million against Rs. 36,585
million showing an increase of 33 per cent and profit after tax (PAT)
stood at Rs. 37,112 million against Rs. 27,830 million in the previous
year showing an increase of 33 per cent. Price earning ratio (based on
last quoted price on NSE) as on 31st March 2014 and 31st March 2015 was
21.40 and 30.10 respectively.
The Government of India came out with an 'offer for sale' at a price of
Rs. 125/- per share in 2003. The market capitalisation as on 31st March
2014 and 31st March 2015 was Rs. 595,400 million and Rs. 1,117,394
million respectively. This is based on market price of the Company's
shares (BSE closing) of Rs. 1,971 and Rs. 3,699 as at 31st March 2014
and 31st March 2015 respectively. The share price of the Company
increased by 2859 percent as on 31st March 2015 vis-a-vis the price of
allotted shares at the time of said offer for sale.
The board recommends a dividend of Rs. 25 per equity share of Rs. 5
each for the year ended 31st March 2015 amounting to Rs. 7,552 million.
The operations are exhaustively discussed in 'Management Discussion and
Analysis' forming part of the annual report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the 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 per the
Companies Act, 2013 is provided as annexure to the consolidated
financial statement and hence not repeated here for the purpose of
brevity. No company has become or ceased to become a subsidiary, joint
venture or associate company during 2014-15.
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 Clause 49(V) (D) of the Listing Agreement, the
Company has formulated a policy for determining material subsidiaries.
The policy has been uploaded on the website of the Company at
http://www.marutisuzuki.com/ policy -on -subsidiary -companies.aspx.
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, six 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 terms of
Section 149 of the Companies Act, 2013 read with Clause 49 of the
Listing Agreement from all the independent directors.
The details of the familiarisation programmes for the independent
directors have been uploaded on the website of the Company at
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. Shigetoshi Torii was appointed as a Whole-time Director designated
as Director (Production) with effect from 31st July 2014 to fill the
casual vacancy caused by the resignation of Mr. Masayuki Kamiya who
resigned as Director (Production) from the close of the business hours
of 30th July 2014. Mr. Kamiya resigned as his nomination was withdrawn
by Suzuki Motor Corporation. The appointment of Key Managerial
Personnel i.e. Managing Director & CEO, Company Secretary and Chief
Financial Officer were taken on record with effect from 1st April 2014.
Pursuant to the provisions of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee, the details of
which are given in the Corporate Governance Report. The Company has
developed a risk management policy and identified risks and taken
appropriate steps for their mitigation. For more details, please refer
to the Management Discussion and Analysis (MD&A).
INTERNAL FINANCIAL CONTROLS
Internal financial controls have been discussed under 'CEO/CFO
Certification' in the Corporate Governance Report.
The Company already had 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 formulated a policy on related party transactions which
has been uploaded 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, there are
no transactions to be reported in Form AOC 2.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, 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 performance of individual directors was evaluated on parameters
such as level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and its minority
shareholders, time devoted, etc. 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
Based on the recommendations of the Nomination and Remuneration
Committee, the Board approved a Nomination and Remuneration Policy
which is attached as Annexure B.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The composition of the CSR committee, CSR Policy, etc. are given in
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 disposed of.
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 D.
The Company has complied with the corporate governance requirements, as
stipulated under Clause 49 of the Listing Agreement and the certificate
of compliance is contained in this annual report.
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 2014-15. The report on secretarial audit is
attached as Annexure E. 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 F. 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
The auditors, M/s Price Waterhouse, Firm Registration Number
FRN301112E, Chartered Accountants, hold office until the conclusion of
the ensuing annual general meeting and being eligible are recommended
for re-appointment. A certificate from the auditors has been received
to the effect that their re-appointment, if made, would be in
accordance with Section 139(1) of the Companies Act, 2013. A
certificate has also been obtained from the Auditors 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 shareholders for the
year under review does not contain any qualification.
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 (Standardisation, Testing and Quality Certificate),
Ministry of Communications and Information Technology, Government of
India after re-assessment.
The Company has established and is maintaining an information security
management system. During the year, re-certification audit under
ISO-14001 was carried out by M/s AVI, Belgium for the manufacturing
plants located at Gurgaon and Manesar. The auditors recommended
re-certification under ISO-14001 of all manufacturing facilities.
The quality management system of the Company is certified against the
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. Recently, the Manesar
powertrain plant including the two wheeler engine plant was added in
the ISO-9001 certification scope in time with other plants of the
Company. Also, the Company has an internal assessment mechanism to
verify and ensure adherence to defined quality systems across the
The Company got the following awards/ recognitions/rankings during the
* JD Power CSI Study ranked the Company highest.
* Alto emerged as the 'World's Bestselling Small Car' for 2014 and Alto
K10 AGS awarded 'Idea of The Year' by BBC Top Gear Magazine.
* Celerio named 'Hatchback of The Year' by NDTV Car & Bike
Awards;'Midsize Hatchback of The Year' by Zeeginition Auto Awards 2015;
'Transmission of The Year' and 'Technology of The Year' by Auto Tech
Review magazine for the auto gear shift.
* Ciaz named 'Compact Sedan of The Year' by NDTV Car & Bike Awards and
'Sedan of The Year' by Auto Bild Golden Steering Wheel Awards 2015 and
'Best of 2014' by Auto X Magazine Awards.
* 'Manufacturer of the year - 2015' (four wheelers) honored to the
Company by CNBC TV18 Overdrive.
* 'Golden Peacock Award' honored to the Company for CSR in the
automobile sector and the occupational health and safety for 2014.
* Greentech CSR Award under Platinum category in automobile sector.
The board of directors would like to express its sincere thanks for the
co-operation and advice received from the Government of India and the
Haryana 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 shareholders for their continued
For and on behalf of the board of directors
R.C. BHARGAVA KENICHI AYUKAWA
Chairman Managing Director & CEO
27th April 2015