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7543 +52.05(0.69%)
Last Updated on: 21 Jul 2017 15:58 Hrs
7527.6 +36.90 (0.49%)
Last Updated on: 21 Jul 2017 15:58 Hrs
Maruti Suzuki India Director's Speech March 2016 
The Directors have pleasure in presenting the 35th annual report together with the audited financial statements for the year ended 31st March 2016.

Financial Results

The Company's financial performance during the year 2015-16 as compared to the previous year 2014-15 is summarised below:

(Rs. in million)

2015-16 2014-15

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) fixed assets

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

Financial Highlights

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 per cent.

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 million.

Operational Highlights

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.

Material Subsidiaries

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 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.

Board Meetings

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.

Audit Committee

For composition of the audit committee, please refer to the Corporate Governance Report.

Independent Directors

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:// www.marutisuzuki.com/familiarization-programmes.aspx.

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 period;

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 operating effectively.

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.

Risk Management

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 Analysis (MD&A).

Internal Financial Controls

Internal financial controls have been discussed under 'CEO/CFO Certification' in the Corporate Governance Report.

Vigil Mechanism

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.

Performance Evaluation

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.

Corporate Governance

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 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 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 Company.

Cost Auditors

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.

Crisil Ratings

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 financial obligations.


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 to 27001:2013.

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 the year:

- J.D. Power CSI Study ranked the Company highest for the 16th consecutive year.

- '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 to Baleno.

- '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 Suzuki (SHVS).

- 'Golden Peacock' in automobile sector, 'Excellent Sanitation and Toilet Project', 'Driving Safety' and 'Greentech Award' in Corporate Social Responsibility.


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


Chairman Managing Director & CEO

New Delhi

26th April 2016

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