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:
(I in million)
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Particulars
|
2023-24
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2022-23
|
|
Total revenue
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1,447,874
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1,196,842
|
|
Profit before tax
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170,404
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101,591
|
|
Tax expense
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38,310
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21,099
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|
Profit after tax
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132,094
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80,492
|
|
Balance at the beginning of the year
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541,980
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479,986
|
|
Profit for the year
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132,094
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80,492
|
|
Other comprehensive income arising from remeasurement of defined benefit obligation*
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(339)
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(286)
|
|
Income on employee welfare fund
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(201)
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(119)
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|
Expenses on employee welfare fund
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162
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32
|
|
Payment of dividend on equity shares
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(27,187)
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(18,125)
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|
Balance at the end of the year
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646,509
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541,980
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*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.
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 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.
For and on behalf of the Board of Directors
Hisashi Takeuchi Kenichiro Toyofuku
Managing Director & CEO Director (Corporate Planning)
DIN:07806180 DIN: 08619076
New Delhi 31st July, 2024
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