The directors have pleasure in presenting the 32nd annual report
together with the audited accounts for the year ended 31st March 2013.
The Company's financial performance during the year 2012-13 as
compared to the previous year 2011-12 is summarised below:
(Rs. in million)
Total revenue 444,003 364,139
Profit before tax 29,910 21,462
Tax expense 5,989 5,110
Profit after tax 23,921 16,352
Balance brought forward 130,777 118,578
Addition on amalgamation 3,565 -
Profit available for appropriation 158,263 134,930
General reserve 2,392 1,635
Proposed dividend 2,417 2,167
Corporate dividend tax 411 351
Balance carried forward to balance sheet 153,043 130,777
The total revenue (net of excise) was Rs. 444,003 million as against
Rs. 364,139 million in the previous year showing an increase of 22 per
cent. Sale of vehicles in the domestic market was 1,051,046 units as
compared to 1,006,316 units in the previous year showing an increase of
4 per cent. Total number of vehicles exported was 120,388 units as
compared to 127, 379 units in the previous year.
Profit before tax (PBT) was Rs. 29,910 million against Rs. 21,462
million showing an increase of 39 per cent and profit after tax (PAT)
stood at Rs. 23,921 million against Rs. 16,352 million in the previous
year showing an increase of 46 per cent.
The board recommends a dividend of Rs. 8 (eight) per equity share of
Rs. 5 each for the year ended 31st March 2013 amounting to Rs. 2,417
The operations are exhaustively discussed in the report on 'Management
Discussion and Analysis' which forms part of this annual report.
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 again awarded
ISO:27001 certification by STOC 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
During the year, ISO 14001 Surveillance audit was carried out by M/s
AVI, Belgium and the auditors recommended continuation ofthe ISO 14001.
The quality management system of the Company is certified against ISO
9001:2008 Standard. Re-assessment ofthe quality systems is done at
regular intervals and re-certification assessments are done at every 3
years by an accredited third party agency. Also, the Company has an
internal assessment mechanism to verify and ensure adherence of defined
quality systems across the Company.
J. D. Power Asia Pacific 2012 Customer Satisfaction Index (CSI) Study
ranked the Company highest for the 13th time in a row.
Golden Peacock Award - 2012 for occupational health and safety in
Golden Peacock Award - 2012 for sustainability.
Some of the awards given to Ertiga were:
MUV ofthe year by Car India Awards
- MPV of the year by ET Zigwheels, Autocar India and BS Motoring 2013
Compact SUV for the year by CNBC Overdrive
- Top Gear family car of the year
Some of the awards given to Alto 800 were:
- Entry Hatchback Car of the Year 2012 by NDTV CNBC Awards 2013
Entry-level Hatchback Car of the Year by ET Zigwheels Awards 2012
- Best Value for Money Car of the year by Autocar Awards2013
Compact Car of the year by CNBC Overdrive
- Viewers Choice by CNBC Overdrive
Some of the awards given to Swift
- Compact Sedan of the year 2013
Compact Sedan of the year by Car India
Midsized Car of the year by CNBC Overdrive
The Company ranked third in the list of 100 most successful and
influential companies in India listed by TLG Partners, London.
Mr. R. C. Bhargava, Chairman was awarded the Automobile Person of the
Year 2013 by NDTV Profit.
SUBSIDIARY COMPANIES AND THEIR ACCOUNTS
The Company's subsidiaries which were engaged in the business of
insurance distribution in the past generated an investment income of
Rs. 141.75 million including a dividend income of Rs. 8.93 million and
long term capital gain of Rs. 132.82 million through mutual funds.
The Company's subsidiary 'True Value Solutions Limited' has
contributed towards smooth operations of business processes and
supported the dealerships in enhancing the sale of pre-owned cars under
the brand Maruti True Value. It has contributed significantly to the
efforts of customer retention by facilitating sale and re-purchase of
new cars through exchange and has made significant contribution towards
enhancing dealers' profitability.
In terms of the general circular dated 8th February 2011 issued by the
Government of India, Ministry of Corporate Affairs, the balance sheets,
profit & loss accounts, reports of the board of directors and auditors
of the subsidiary companies have not been attached with the balance
sheet of the Company. Annual accounts of the subsidiary companies and
the related detailed information shall be made available to
shareholders of the Company and subsidiary companies seeking such
information at any point of time. The annual accounts of the subsidiary
companies shall also be available for inspection by any shareholder at
the head office of the Company and of the subsidiary companies. Hard
copy of details of accounts of subsidiaries shall be furnished to any
shareholder on demand. Further, pursuant to Accounting Standard - 21
issued by the Institute of Chartered Accountants of India, consolidated
financial statements presented by the Company include the financial
information of its subsidiaries.
During the year under review, Suzuki Powertrain India Limited (SPIL)
was amalgamated with and into the Company vide the order of the
Hon'ble High Court of Delhi dated 29th January 2013. The order was
filed with the Registrar of Companies, Ministry of Corporate Affairs on
17th March 2013. The appointed date of amalgamation was 1st April 2012.
Pursuant to the scheme of amalgamation, 1,3170,000 equity shares of Rs.
5/- each were allotted to Suzuki Motor Corporation on 29th March 2013
and the paid up equity capital stands increased to Rs. 1,510 million.
HUMAN RESOURCE DEVELOPMENT
To have a sustainable competitive advantage in the new knowledge
economy, learning is a key catalyst for an organisation's survival and
success. The Company, therefore, provided tremendous learning and
development opportunities to its employees, starting from induction and
orientation program for all the new joinees to regular training
programs to develop and enhance the skill levels (functional and
behavioral) for all the employees. The training programs varied and
were tailored according to the business requirements, employee needs at
various levels and are designed with the help of a thorough and well
structured process of need identification connected to the business
demands. The Company's annual training calendar encompassed training
programs for all categories of employees i.e. associates, supervisors
and junior, middle, senior and top management level. To ensure a well
rounded development of all the employees, the training calendar
comprised of behavioral, functional, safety and environment trainings.
In 2012 -13, a total of 48,300 man-days of training were conducted for
the employees across all the levels. This translates to an average of
5.15 days of training per employee.
The functional and technical trainings formed an important part of the
Company's annual training calendar as they are directly linked with the
employees' role and on the job performance. These trainings were
imparted by in-house subject matter experts as well as by identified
Some of the functional trainings imparted internallyare 3G,3K,5S,
Design Failure Mode Effects Analysis (DFMEA), environment, product
training and Quality Control (OC) tools. Examples of few functional
trainings which are done by external trainers are finance for
non-finance, six sigma, project management, inventory and warehouse
management, world class manufacturing practices, auto cad, MS excel,
The behavioral trainings also formed a considerable portion of the
training calendarand included trainings on subjects like negotiation
skills, problem solving and decision making skills, presentation and
communications skills, conflict management and resolution,
assertiveness and self confidence, time management and multi tasking
skills, leading effectively, inter personal relationships, personal
effectiveness, work life balance, team working, competency based
interviewing skills, etc.
Workshops were designed specifically for the women employees to help
them understand challenges at work woman, managing perceptions,
expectations and disappointments, self-esteem, balancing work and home
and managing stress.
The Company also provided higher education schemes for its employees.
It helped not only to groom and retain the high potential young
managers but also enabled employees to fulfill their career enhancement
aspirations, while still working in the organisation. The scheme
included programs like - executive MBA (full time and part time) at
select campuses. The scheme was available for employees at levels of
assistant managers to managers.
Mr. Amal Ganguli, Mr. Keiichi Asai and Mr. D. S. Brar, Directors of the
Company, retire by rotation at the ensuing annual general meeting and
being eligible, offer themselves for re-appointment. Mr. M. S. Banga,
Independent Director resigned from the board of the Company with effect
from close of business hours of 26th October 2012. Mr. R. P. Singh was
appointed as an Independent Director in the casual vacancy caused bythe
resignation of Mr. M.S. Banga. Mr. Shinzo Nakanishi retired from the
post of MD & CEO of the Company with effect from close of business
hours of 31st March 2013. Mr. Kenichi Ayukawa was appointed as the MD
& CEO of the Company with effect from 1st April 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956, your
a) that there were no material departures in the applicable accounting
standards followed while preparing the annual accounts;
b) having selected such accounting policies and applied them
consistently and made judgments and estimates 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) having taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) having prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
A statement giving details of conservation of energy, technology
absorption, foreign exchange earnings and outgo in accordance with the
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed as Annexure A.
As required by the provisions of section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the names and other particulars of the employees are set
out in Annexure B to the Directors' Report. However, as per the
provisions of section 219(l)(b)(iv) of the Companies Act, 1956, the
Annual Report is being sent to all the shareholders of the Company
excluding the aforesaid information. Any shareholder interested in
obtaining such particulars may write to the Company Secretary at the
registered office of the Company.
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 for Interest in Joint Ventures, the audited consolidated
financial statements are provided in the Annual Report.
The Company has complied with the corporate governance requirements, as
stipulated under clause 49 of the listing agreement and the stipulated
certificate of compliance is contained in this Annual Report.
The auditors, M/s Price Waterhouse, Firm Registration Number
FRN301112E, Chartered Accountants, hold office until the conclusion of
the ensuing annual general meeting and 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 224 (IB) of the Companies Act, 1956.
In conformity with the directives of the Central Government, the
Company has appointed M/s R. J. Goel & Co., cost accountants, as the
cost auditors under section 233B of the Companies Act, 1956 for the
audit of the cost accounts for the motor vehicles business for the year
ending on 31st March 2014. The extended due date of filing the cost
audit report for the financial year 2011-12 in 'Extended Business
Reporting Language' (XBRL) format with the Ministry of Corporate
Affairs was 28th February 2013. This report was filed within the
stipulated time on 18th January 2013.
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 patronage.
For and on behalf of the board of directors
KENICHI AYUKAWA R.C. BHARGAVA
Managing Director Chairman
26th April 2013