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Products & Services    >   Company Profile   >   Directors Report
Maruti Suzuki India Ltd
Industry : Automobiles - Passenger Cars
BSE Code:532500NSE Symbol:MARUTIP/E :28.64
ISIN Demat:INE585B01010Div & Yield %:1.07EPS :261.41
Book Value:1423.8327595Market Cap (Rs.Cr):226168.81Face Value :5

Your Directors have pleasure in presenting the 37th annual report together with the audited financial statements for the year ended 31st March, 2018.

Financial Results

The Company's financial performance during the year 2017-18 as compared to the previous year 2016-17 is summarised below:

(Rs. in million)

Particulars 2017-18 2016-17
Total revenue 840,399 795,663
Profit before tax 110,034 99,603
Tax expense 32,816 26,101
Profit after tax 77,218 73,502
Retained Earnings
Balance at the beginning of the year 313,189 250,037
Addition due to amalgamation - 2,475
Profit for the year 77,218 73,502
Other comprehensive income arising from remeasurement of defined benefit obligation* (131) (100)
Payment of dividend on equity shares (22,656) (10,573)
Corporate dividend tax paid (4,612) (2,152)
Balance at the end of the year 363,008 313,189

*net of income tax of Rs. 65 million (previous year Rs. 58 million)

Financial Highlights

The total revenue (net of excise) was Rs. 818,082 million as against Rs. 703,349 million in the previous year showing an increase of 16.31%. Sale of vehicles in the domestic market was 1,653,500 units as compared to 1,444,541 units in the previous year showing an increase of 14.46%. Total number of vehicles exported was 126,074 units as compared to 124,062 units in the previous year showing an increase of 1.62%.

Profit before tax (PBT) was Rs. 110,034 million against Rs. 99,603 million showing an increase of 10.47% and profit after tax (PAT) stood at 77,218 million against Rs. 73,502 million in the previous year showing an increase of 5.06%.

Dividend

The Board recommends a dividend of Rs. 80 per equity share of Rs. 5/- each for the year ended 31st March, 2018 amounting to Rs. 29,134 million including dividend distribution tax of Rs. 4,968 million. The Company has formulated a dividend distribution policy which forms part of the annual report.

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.

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.

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 https://marutistoragenew.blob.core.windows.net/ msilintiwebpdf/Policy_on_subsidiary_companies.pdf

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.

Board Meetings

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 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 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 https://marutistoragenew.blob.core . windows.net/msilintiwebpdf/Familiarization_Programme.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) 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)

Ms. Renu Sud Karnad was appointed as an Independent Director on the Board of the Company with effect from 27th July, 2017 Mr. Kazunari Yamaguchi was appointed as a Whole-time Director designated as Director (Production) with effect from 26th January, 2018 in place of Mr. Shigetoshi Torii who resigned with effect from 25th January, 2018.

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 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 https://marutistoragenew . blob.core.windows.net/msilintiwebpdf/Policy_on_Related_Party_ Transactions.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, there was no transaction to be reported in Form AOC - 2.

Performance Evaluation

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 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 of monitoring the overall performance of the Company, overseeing the performance of the management and thus overall upholding high standards of corporate governance. The board meetings were well run and the members of the Board 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. Considering the high performance of the Company in most spheres and the value delivered to all stakeholders, including customers, shareholders, the community and others, it was apparent that Directors had been diligent, meticulous and faithful in the performance of their duties. 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.

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.

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 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 2017-18. The report on secretarial audit is attached as Annexure - E. The report does not contain any qualification.

Secreterial Standards

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Management Discussion and Analysis Report

The annual report has a detailed report on management discussion and analysis.

Personnel

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.

Cost Auditors

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 2018-19.

Auditors

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.

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 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. In 2015, the certification has been upgraded to 27001:2013.

The Company has established and is maintaining an environment management system. During the year, re-certification for ISO- 14001 was carried out by M/s AVI, Belgium for the manufacturing plants located at Gurgaon, Manesar and R&D Centre in Rohtak. The auditors recommended continuance of ISO-14001 for 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 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.

Awards/Recognition/Rankings

Mr. Kenichi Ayukawa was awarded ‘Champion of Champions', Best CEO (Large Companies) and Best CEO (Auto & Ancillaries) by Business Today. He was also awarded ‘Autocar Professional Man of the year' by Autocar.

The Company received many awards/recognitions/rankings during the year. Some of these are mentioned hereunder:

• ‘Company of the year, 2017' by The Economic Times and Business Standard.

• ‘MNC of the year' by AIMA at Managing India Awards, 2017

• ‘Car manufacturer of the year' by NDTV at NDTV Car and Bike Awa rds.

• ‘Manufacturer of the year' by Autocar, Times of India, Overdrive and Top Gear.

• Golden Peacock Training Award and Occupational Health and Safety Award.

• ‘Corporate Social Responsibility Champion of the Year' by Motoring World.

• ‘2 GOOD' rating by The Economic Times for all-round excellence in the field of Corporate Social Responsibility.

• ‘Certificate of Appreciation' for best Corporate Social Responsibility practices by Haryana Government.

• Amar Ujala Corporate Social Responsibility award for outstanding work in the field.

• ‘PR team of the year' and ‘HDFC ERGO Safety Award' by NDTV at NDTV Car and Bike Awards for ‘#PehniKyaRs.' campaign.

• Gold at ASSOCHAM's Skilling India Awards, 2017

• Rajasthan Government Award for employing highest number of youth.

• ‘Best Solution in India' to the Treasury team at Adam Smith Asia Award 2017

• Dzire won the following awards:

- ‘Best of 2017' by Auto X.

- ‘Compact car of the year' by News 18 TV and CNBC Overdrive.

- ‘Sub-compact sedan of the year' by NDTV Car & Bike Awards, Smart Photography and T3.

- ‘Compact Sedan of the year' by Auto Car, Motoring World and Times Auto EVO.

- ‘Sub 4 meter car' and ‘Automobile of the year' by The Auto Show.

• Ignis won the following awards:

- ‘Hatchback of the year' by NDTV Car & Bike Show, Times Auto EVO & BBC Top Gear.

- ‘Compact Car of the Year' & 'Design of the year' by Motoring World.

• Baleno RS won the award for ‘Hatchback of the year' by News 18 TV.

• S-Cross won ‘Crossover of the Year' by Motoring World.

• Concept Future - S won Best Concept car at Auto Expo 2018 by NDTV Car & Bike and SIAM awards for excellence.

• Super Carry was awarded ‘Commercial Vehicle of the Year' and ‘Small Commercial Vehicle (SCV) of the year' by Apollo Tyres Commercial Vehicle Magazine.

Acknowledgment

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
R.C. Bhargava Kenichi Ayukawa
Chairman Managing Director & CEO
New Delhi
27th April, 2018

   

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