Your Directors have pleasure in presenting the 36th annual report together
with the audited financial statements for the year ended 31st March, 2017.
The Company's financial performance during the year 2016-17 as compared to the previous
year 2015-16 is summarized below:
|Profit before tax
|Profit after tax
|Balance at the beginning of the year
|Profit for the year
|Other comprehensive income arising from remeasurement of defined benefit obligation*
|Amount transferred to general reserves
|Payment of dividend on equity shares
|Corporate dividend tax paid
|Balance at the end of the year
*net of income tax of ' 58 million (previous year ' 38 million)
The total revenue (net of excise) was ' 703,146 million as against '
589,991 million in the previous year showing an increase of 19 percent. Sale of vehicles
in the domestic market was 1,444,541 units as compared to 1,305,351 units in the previous
year showing an increase of 11 percent. Total number of vehicles exported was 124,062
units as compared to 123,897 units in the previous year showing an increase of 0.1
Profit before tax (PBT) was ' 99,413 million against ' 74,437 million
showing an increase of 34 percent and profit after tax (PAT) stood at ' 73,377
million against ' 53,643 million in the previous year showing an increase of 37
The board recommends a dividend of ' 75 per equity share of ' 5 each for
the year ended 31st March, 2017 amounting to ' 27,268 million including
dividend distribution tax of ' 4,612 million. The Company has formulated a dividend
distribution policy which forms part of the annual report.
The operations are exhaustively discussed in the Management Discussion and
Analysis' forming part of the annual report.
Consolidated Financial Statements
In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial
Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates
and Joint Ventures, the audited consolidated financial statements are provided in the
A report containing the names of the companies which have become or ceased to become
subsidiaries, joint ventures and associates, their performance, financial position and
their contribution to the overall performance of the Company as required by the Companies
Act, 2013 ('Act') is provided as an annexure to the consolidated financial statements and
hence are not repeated here for the purpose of brevity. (Form AOC-1)
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 http://www.marutisuzuki.com/policv-on-subsidiarv- companies.aspx.
Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Act 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, five board meetings were held, the details of which are given in the Corporate
For composition of the audit committee, please refer to the Corporate Governance
The Company has received declarations of independence in accordance with the provisions
of Section 149 of the Act from all the independent directors. The details of the
familiarisation 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 Act, 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 Act 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. Toshiaki Hasuike ceased to be a Whole-time director with effect from close of
business hours of 19th November, 2016. He continues as a non-executive director
of the Company.
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 Management Discussion and Analysis
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
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/policv-on-related-partv-transactions.aspx. In terms of Section 134(3) (h) of the Act
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 Act 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 specialized 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 - B.
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 - C.
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, two complaints were
received by the ICC out of which one complaint was investigated and closed. The second
complaint was received in March, 2017 and is under investigation.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information in accordance with Section 134(3) (m) of the Act 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 the various regulations of Listing Regulations. A certificate of compliance by
auditors shall form part of the annual report.
Secretarial Audit Report
In accordance with the provisions of Section 204 of the Act 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 2016-17. 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 Act 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 Act, 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.
In accordance with the provisions of Section 148 of the Act 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 2017-18.
The auditors, M/s Deloitte Haskins & Sells LLP were appointed in the 35th
Annual General Meeting and hold their office till the conclusion of the 40th
Annual General Meeting. As per the provisions of Section 139 of the Act, their appointment
shall be placed in the forthcoming Annual General Meeting for ratification.
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 Gurugram and Manesar.
The auditors recommended continuance of ISO-14001 of all manufacturing facilities.
The quality management system of the Company is certified after the ISO 9001:2015
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 was conferred with prestigious Hall of Fame Award at CNBC TV18's
India Business Leadership Awards. Outlook India Magazine honoured Mr. R. C. Bhargava as
one of the 50 greatest CEOs ever. He was featured in the Brilliant' Category.
Mr. Kenichi Ayukawa was awarded with the best CEO- Multinational Company at the
prestigious Forbes India Leadership Awards 2016. He was conferred with Automotive Man of
the Year by NDW Car and Bike Awards and also shortlisted best CEO (Large Companies) by
The Company received many awards/recognitions/rankings during the year. Some of these
are mentioned hereunder:
Golden Peacock Training Award 2016.
Dun & Bradstreet Corporate awards in the automobiles category.
Golden Peacock Award for Occupational Health and Safety
2016 in the automobile category.
J.D. Power Customer Satisfaction Index for the 17th time.
Handa Golden Key Trophy' as first prize by Indian Value Engineering
Society (INVEST) for excellence in demonstrating value engineering as an organized
corporate activity for the financial year 2015-16.
Corporate Excellence-Commendation of Significant Achievement' Certificate
at the prestigious CII-ITC Sustainability Award 2016 for its CSR initiatives.
Vitara Brezza' got following three awards at the 17th CNBC TV18
Overdrive Car of the year
Compact SUV of the year
Viewers' Choice Car of the year
Baleno's next-generation lightweight platform received award for Safety
Technology of the year by Indian Automotive Technology and Innovative Awards (IATIA).
Vitara Brezza bagged ICOTY (Indian Car of the Year)
Vitara Brezza won three awards - Viewers' Choice Car of the year 2017, Car of
the year 2017 and Compact SUV/ Crossover of the year by Autocar India Awards.
Vitara Brezza won three prestigious awards at the BWi's 'The Auto Show - Car
India & Bike India Awards 2017'.
Vitara Brezza also received the Domestic Car of the Year award by T3 & Smart
Photography - Innovation Technology & Imaging Awards 2017.
The Company was chosen Star MNC' at Business Standard Annual Awards 2016.
Gold Exceed Award 2017 recognizes excellence in Occupational Health and Safety
in the automobile sector.
The Company was honoured for achieving high standards of safety, health and environment
Vitara Brezza was declared the Car of the year' & Compact SUV of
the year' at the 9th Times Auto Awards.
BML Munjal Award 2016 in the category of private sector (manufacturing).
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
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
||Managing Director & CEO
|27th April, 2017