Your Directors have pleasure in presenting the 43rd Annual
Report together with the audited financial statements for the year ended 31st
March, 2024.
Financial Results
The Company's financial performance during 2023-24 as compared to
the previous year 2022-23 is summarised below:
| Particulars |
2023-24 |
2022-23 |
| Total revenue |
1,447,874 |
1,196,842 |
| Profit before tax |
170,404 |
101,591 |
| Tax expense |
38,310 |
21,099 |
| Profit after tax |
132,094 |
80,492 |
| Balance at the beginning of the year |
541,980 |
479,986 |
| Profit for the year |
132,094 |
80,492 |
| Other comprehensive income arising from remeasurement of
defined benefit obligation* |
(339) |
(286) |
| Income on employee welfare fund |
(201) |
(119) |
| Expenses on employee welfare fund |
162 |
32 |
| Payment of dividend on equity shares |
(27,187) |
(18,125) |
| Balance at the end of the year |
646,509 |
541,980 |
*net of deferred tax assets of I 114 million (previous year deferred
tax assets of I 58 million)
Financial Highlights
The total revenue was I 1,447,874 million as against I 1,196,842
million in the previous year showing an increase of 20.97%. Sale of vehicles in the
domestic market was 1,852,256 units as compared to 1,706,831 units in the previous year
showing an increase of 8.52%. Total number of vehicles exported was 283,067 units as
compared to 259,333 units in the previous year showing an increase of 9.15%.
Profit before tax (PBT) was I 170,404 million against I 101,591 million
showing an increase of 67.74% and Profit After Tax (PAT) stood at I 132,094 million
against I 80,492 million in the previous year showing an increase of 64.11%.
Dividend
The Board recommends a dividend of I 125/- per equity share of I 5/-
each for the year ended 31st March, 2024 amounting to I 39,300 million. No
amount was carried to General Reserve. The Company has formulated a dividend distribution
policy and the same is available on the website of the Company at the web-link
https://marutistoragenew.blob.core.windows.net/ msilintiwebpdf/MSIL Dividend Distribution
Policy.pdf
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 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 Annual Report.
Performance of Subsidiaries, Associates and Joint Venture Companies
A report containing the performance, financial position and the
contribution of subsidiaries, associates and joint venture companies to the overall
performance of the Company as required by the Companies Act, 2013 (hereinafter referred as
the ‘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).
Except Suzuki Motor Gujarat Private Limited (SMG) which became a wholly
owned subsidiary of the Company w.e.f. 24th November, 2023, no other company
has become or ceased to be the subsidiary, joint venture or associate company during the
year under review.
The audited financial statements of each of the subsidiary companies
are also available on the website of the Company at the web-link
https://www.marutisuzuki.com/corporate/ investors/company-reports
Material Subsidiaries
Suzuki Motor Gujarat Private Limited is a material subsidiary of the
Company.
In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred as the ‘Listing
Regulations'), the Company has a policy for determining material subsidiaries. The
policy is available on the website of the Company at the web-link
https://marutistoragenew. blob.core.windows.net/msilintiwebpdf/Policy on Subsidiary
Companies New.pdf
Deposits
During the year under review, the Company has not invited or accepted
any deposits from the public in terms of Chapter V of the Act.
Annual Return
The annual return of the Company for the year 2023-24 is available on
the website of the Company at the web-link https://
www.marutisuzuki.com/corporate/investors/company-reports
Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments, if any, covered under the
provisions of Section 186 of the Act are given in the notes forming part of the financial
statements.
Board of Directors and Key Managerial Personnel (KMP)
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Toshihiro Suzuki (DIN: 06709846),
Non-Executive Director and Mr. Hisashi Takeuchi (DIN: 07806180), Managing Director &
CEO of the Company, will retire by rotation at the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment.
Mr. Shigetoshi Torii (DIN: 06437336) ceased to be a Whole-time Director
designated as Joint Managing Director (Production and Supply Chain) w.e.f. close of
business hours of 26th April, 2023 and continued to be a Non-Executive Director
till close of business hours of 31st July, 2023. Mr. Yukihiro Yamashita (DIN:
10237093) was appointed as a Director and Whole-time Director designated as Joint Managing
Director (Engineering and Quality Assurance) w.e.f. 1st August, 2023 and held
his office till close of business hours of 31st December, 2023. Mr. Kazunari
Yamaguchi (DIN: 07961388) was appointed as a Non-Executive Director w.e.f. 2nd
January, 2024 and a Wholetime Director designated as Director (Production) for a period of
three year w.e.f. 1st February, 2024.
Upon completion of two terms, Mr. Davinder Singh Brar and Mr. Rajinder
Pal Singh shall cease to be the Independent Directors of the Company w.e.f. close of
business hours of 27th August, 2024. On the recommendation of Nomination and
Remuneration Committee, the Board, in its meeting held on 31st July, 2024,
recommended the appointment of Ms. Anjali Bansal (DIN: 00207746) and Ms. Ireena Vittal
(DIN: 05195656) and re-appointment of Ms. Lira Goswami (DIN: 00114636) as Independent
Directors for a period of five years w.e.f. 28th August, 2024 till 27th
August, 2029 for approval of the shareholders at the ensuing Annual General Meeting.
The Company has received declarations of independence in accordance
with the provisions of Section 149 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 along with Regulation 16 and
Regulation 25 of the Listing Regulations from all the
Independent Directors. Under the relevant provisions of the Act and the
Listing Regulations, one separate meeting of the Independent Directors was held during
2023-24. The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and hold highest standards of
integrity.
On superannuation, Mr. Ajay Seth ceased to be the Chief Financial
Officer of the Company w.e.f. close of business hours of 31st December, 2023
and Mr. Arnab Roy was appointed as the Chief Financial Officer w.e.f. 1st
January, 2024.
Familiarisation Programme
The details of the familiarisation programmes for the Independent
Directors are available on the website of the Company at the weblink
https://marutistoragenew.blob.core.windows.net/ msilintiwebpdf/Familiarization Programmes
for Independent Directors 2024.pdf
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) i n 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 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) t he annual accounts have been prepared on a going concern basis;
e) i nternal 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.
Board Meetings
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year under review, nine board meetings were held, the details of
which are given in the Corporate Governance Report.
Board Committees
For composition of the Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee, CSR Committee and Risk Management
Committee, please refer to the Corporate Governance Report.
The Annual Report on CSR activities containing details of CSR Policy
and other prescribed details are given in Annexure - A.
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 the head
‘CEO/CFO Certification' in the Corporate Governance Report.
Vigil Mechanism
The Company has in place an established and effective vigil mechanism
under 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 concerns about serious irregularities, unethical behavior,
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 the web link https://
marutistoragenew.blob.core.windows.net/msilintiwebpdf/ Policy on Related Party
Transactions New.pdf
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, the material transactions with
related parties are reported in Form AOC - 2 which is attached as Annexure - B.
The disclosure with respect to the transactions with promoter and
promoter group which is holding 10% or more of the shareholding in the Company are given
in the notes forming part of the financial statements.
Performance Evaluation
For details on the performance evaluation, please refer to the
Corporate Governance Report.
Nomination And Remuneration Policy
The Nomination and Remuneration Policy is attached as Annexure - C and
is available on the website of the Company at the web-link
https://marutistoragenew.blob.core.windows. net/msilintiwebpdf/Nomination and Remuneration
Policy update.pdf
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Please refer to the Corporate Governance Report for details.
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(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure - D.
Corporate Governance Report
A detailed report on corporate governance is annexed to the Annual
Report. The Company has complied with the corporate governance requirements, as stipulated
under the Listing Regulations. A certificate of compliance by secretarial auditors forms
part of the Annual Report.
Management Discussion and Analysis Report
The detailed report on Management Discussion and Analysis is annexed to
the Annual Report.
Secretarial Standards
The Company has complied with all the mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.
Personnel
As required under 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 - E. 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.
Cost Auditors and Records
In accordance with the provisions of Section 148 of the Act read with
the 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 2024-25. The maintenance of cost records as
specified by the Central Government under
Section 148(1) of the Act is required by the Company and such accounts
and records are made and maintained.
Statutory Auditors
The Statutory Auditors, M/s Deloitte Haskins & Sells LLP were
appointed at the 40th Annual General Meeting of the Company to hold the office
till the conclusion of the 45th Annual General Meeting of the Company. In
compliance with the conditions of the Foreign Direct Investment, a compliance certificate
has been obtained from the Statutory Auditors for the downstream investments made by the
Company.
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, during
the year under review, the Board appointed M/s RMG & Associates, a firm of Company
Secretaries in practice to undertake the Secretarial Audit for the financial year 2023-24.
The secretarial audit report is attached as Annexure - F.
There is no qualification, reservation, or adverse remark by the
Statutory Auditors and the Secretarial Auditors in their respective reports.
The report on secretarial audit of Suzuki Motor Gujarat Private Limited
for the financial year 2023-24 is attached as Annexure - G.
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.
Quality
The Company has established and is maintaining an environmental
management system (EMS) since 1999. During the year, recertification audit for ISO 14001
was carried out by TOV Rheinland, German based certification body, for the manufacturing
plants located at Gurugram, Manesar and Rohtak R&D Centre.
The Quality Management System of the Company is certified as per ISO
9001:2015 standard. Regular assessments of the Quality Systems are done through
surveillance audits and re-certification assessments are done every three years by an
accredited third party agency (M/s VINQOTTE nv, Belgium). The Company has an internal
assessment mechanism to verify and ensure adherence to defined Quality Systems across the
Company.
i Awards/Recognition/Rankings
The Company received many awards/recognitions/rankings
during the year. Some of these are mentioned hereunder:
a. Mr. R.C. Bhargava, Chairman of the Company was ' felicitated with
‘Lifetime Contribution Award' by All India Management Association (AIMA).
b. Mr. Hisashi Takeuchi, Managing Director & CEO of the Company was
bestowed with the title of ‘Automotive Man of the Year' at Autocar Awards 2024.
c. Ranked #1 among India's most Sustainable Companies at BW
Sustainable World Conclave 2023.
d. ‘Best Innovative Company of the Year' and ‘Best Use
of AI in Customer Service' at Crown Awards 2023.
e. ‘Outstanding Commitment in Road Safety by Corporates' at
the FICCI Road Safety Awards 2023.
f. ‘Best CSR Excellence' Award at the prestigious ASSOCHAM 2nd
Healthcare Summit and Awards 2023.
g. Golden Peacock Award for Excellence in Corporate Social
Responsibility for the year 2023-24 during the 18th International Conference on
Corporate Social Responsibility with the theme "CSR and Exploring Evolution of ESG in
the New World Economy".
h. India's Best Annual Report Awards 2022 presented by The : Free
Press Journal & Grant Thornton Bharat.
i. The Company's Annual Report recognised #1 among all car
companies for 4th consecutive year and has been awarded Gold by League of
American Communications Professionals LLC (LACP), USA.
j. Mahatma Award 2023 for making profound difference in society.
k. ‘ Digital Enterprise of India' title at the Economic Times
CIO Awards.
l. Maruti Suzuki Driving School (MSDS) brand campaign ‘Seekhoge
Best, Toh Sab Impressed' secured a Silver at j the prestigious Effie Awards India
2023.
m. ‘Innovation Samurai in Manufacturing' at Industry Samurai .
Awards 2023.
n. ‘Auto & Ancillary Products' award at the 10th
edition of CII-SCALE (Supply Chain and Logistics Excellence) Awards.
o. "Responsible Business of the Year" Award at 6th
edition of SABERA (Social and Business Enterprise Responsible Awards).
p. ‘Invicto' bagged Viewer's Choice Luxury MUV of the
Year, ‘Jimmy' bagged SUV of the Year and ‘FRONX' bagged Viewer's
Choice Budget Car of the Year at Zee Media Auto Awards 2023.
q. ‘Jimny' bagged 2024 off roader, ‘FRONX' bagged
Sub Compact SUV and ‘Invicto' bagged 2024 MPV award at Acko Drive TOTM Awards
2024 (TOTM- The One That Matters).
r. The Company won Manufacturer of the Year award, ‘FRONX'
won Compact SUV of the Year and ‘Jimny' won Lifestyle SUV of the Year awards at
BBC TopGear Mag India Awards 2024.
s. ‘ FRONX' won Compact Car of the Year, ‘Invicto'
won Family Car of the Year and ‘Jimny' won Trailblazer of the Year award at Car
& Bike Awards 2024.
t. ‘ FRONX' won Reader's Choice Car of the year,
‘Invicto' won MUV of the year and ‘Jimny' won Off-Roader of the year
award at Car India Awards 2024.
u. ‘FRONX' won Car of the Year award at T3 Awards.
v. ‘Jimny' was crowned with AutoX ‘Best of 2023' at
AutoX 2023 Award.
w. ‘ Brezza' won CII Design Excellence Awards 2023 at the 23rd
edition of India Design Summit.
x. ‘Baleno' won Compact Car of the Year award and
‘Swift' bagged Viewers' Choice Used Car of the Year award at the
prestigious CNB Awards ceremony.
Other disclosures and affirmations Pursuant to the applicable
provisions of the Act and the rules made thereunder, no disclosure or reporting is
required in respect of the following matters during the year under review:
a. Reporting of frauds by auditors under sub-section (12) of Section
143 of the Act.
b. Material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year to which the
financial statements relate and the date of the report;
c. Change in the nature of business of the Company.
d. Significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations in future.
e. Application made or proceeding is pending under the Insolvency and
Bankruptcy Code, 2016.
f. Execution of one time settlement with Banks and Financial
Institutions.
Acknowledgment
The Board of Directors would like to express its sincere thanks for the
co-operation and advice received from the Government of India, the State Governments of
Haryana and 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.