MZ 2019
MZ 2019
MZ 2019
Wayof LHel
ub: Notice of 38 11, Annual General Meeting and Annual Report for the financial year 2018-19
Dear Sir,
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, we hereby enclose the Notice of 38th Annual General
Meeting and Annual Report of the Company for financial year 2018-19.
Thanking you,
Yours truly,
Sanjeev Grover
Vice President &
Company Secretary
Encl: As above
INTEGRATED REPORT
2018-19
CORPORATE OVERVIEW 2-23 STATUTORY REPORTS 78-149
Company Profile 4 Board’s Report 80
Product Portfolio 8 Corporate Governance Report 119
Performance Highlights 2018-19 10 Management Discussion & Analysis 136
Awards and Accolades 12 Business Responsibility Report 146
Key Figures 14
Message from the Chairman 16
Message from the Managing Director & CEO 18
Board of Directors 20
Executive Management Team 22
Product Portfolio 8
Key Figures 14
Board of Directors 20
Gurugram (Haryana)
Hansalpur (Gujarat)
19
7
Siliguri (West Bengal)
Production Capacity
The Company has two state-of-the-art manufacturing facilities Cumulative Production (million units)
located in Gurugram and Manesar in Haryana, with a combined
annual production capacity of ~1.58 million units per annum.
Highly efficient lean manufacturing processes together with a
March 1994 1
skilled and motivated workforce leads to the manufacture of
5
reliable and quality products.
April 2005
Suzuki Motor Gujarat Private Limited (SMG), a subsidiary of SMC,
was set up in Hansalpur, Gujarat to cater to the increasing market
10
demand for the Company's products and has been operational
since 2017. Through this new facility, an additional annual
March 2011
production capacity of 0.5 million units has been made available,
thereby taking the combined production capacity to a little over
20
two million units. The SMG facility is in the process of expanding
production capacity to 0.75 million units by the year 2020. The
Company is responsible for the sales and distribution of units July 2018
produced at the SMG facility in Gujarat.
5
FY’15
1,292,415
FY’16
1,429,248
FY’17
1,568,603
FY’18
1,779,574
FY’19
1,862,449
Figures include vehicles produced by SMG and supplied to the Company as per the contract manufacturing agreement
6
Company Profile
1,753,700
Message from
the Managing
Director & CEO
Board of
Directors
Executive
Management
Team
INDONESIA
14,921
URUGUAY
4,608
NEPAL
6,502
CHILE SOUTH AFRICA
17,637 12,159
Exports to 95 countries
Top 5 countries for exports Other countries for exports
A youthful and modern destination Premium sales channel targeted at Extensive network for vehicle servicing,
that provides a dynamic, trendy, new customer segments offering global including value-added services such as Maruti
social and connected new-age car buying experience, innovative technology Mobile Support vehicles, on-road assistance
buying experience and enhanced hospitality and Quick Response Team
In association with its subsidiaries and business partners, the Company also offers an array of supportive products and services to its
customers which has helped generate and retain customer loyalty.
Maruti Genuine Maruti Driving Maruti Maruti Auto Maruti Genuine Maruti True Maruti
Accessories School Insurance Card Parts Value Finance
High-quality World-class Single window for Unique loyalty Quality spare Transforming Partnering with
accessories at driving training cashless accident reward programme parts for ensuring buying banks and
reasonable rates using advanced repairs, hassle free designed longevity and experience of Non-Banking
approved and simulators services and easy exclusively for performance a pre-owned car Financial
certified by the claim settlement the Company’s of vehicle, and Corporations
Company for their customers safety of to provide
compatibility with passengers easy availability
the various models of finance
8
Company Profile
Product Portfolio
Performance BALENO CIAZ
Highlights
2018-19
Awards and
Accolades
Key Figures
Message from the
Chairman
Message from
the Managing
Director & CEO
Board of
Directors
Executive
Management
Team
EECO GYPSY
9
S-CROSS IGNIS
ERTIGA SWIFT
SUPER CARRY*
The Company uses state-of-the-art facilities and highly efficient lean manufacturing processes to manufacture
reliable and quality products.
Production capacity Vehicles sold
INTELLECTUAL CAPITAL
With the product and technology licenses received from Suzuki Motor Corporation, the Company could offer
relevant products in the Indian market.
New models Facelift models R&D spend (`)
2 2 7,128 million
Patents filed / granted Designs filed / registered R&D engineers
The Company is focused on developing the skills, competencies, health, safety and wellbeing of its human
resources, so that they may be optimally leveraged for creation of value across other capitals.
Fatalities Lost-time injuries Unionised workforce
The Company strives to maintain mutually respectful and beneficial relationships with its stakeholders such
as customers, value chain partners, local communities and government, creating a favourable environment
for business.
Sales outlets added Service centres added Sales staff trained
130,000 + 170
(ten-fold increase)
NATURAL CAPITAL
The Company strives to reduce the impact of its products and services on the environment through sustainable
use of natural resources and responsible waste, wastewater and emission management practices.
End-of-Life Ground water Water demand met
Vehicle management (ELV) consumption through recycled water
5 MW 996 litres
solar plant being set-up per workshop per day
Cumulative CO2 emissions saved by in-use CO2 emission reduction in new and
alternate fuel driven vehicles since 2005-06 facelift models by design
Company Profile
Product Portfolio
Performance
Company of
Highlights
2018-19
Awards and
Lifetime
Achievement Award
at the CNBC - Awaaz Annual CEO
Kenichi Ayukawa, MD and CEO, for Awards, 2018
Best CEO
Large Companies, 2019 from
Business Today (third time in a row)
National Safety
Award, 2018 Greentech Safety
for Excellence in Industrial Safety in the automobile Platinum Award, 2019
category, by Ministry of Labour and Employment, for outstanding achievements in safety management
Government of India in the automobile sector
Platinum Certificate
for Best CSR Practices in Haryana at the First
Haryana CSR Summit, 2018
FY'15 16.6
FY'16 19.4
FY'17 22.2
FY'18 19.8
FY'19 17.1
(%)
FY'14 15.2
FY'15 25.0
FY'16 23.7
FY'17 37.1
FY'18 37.7
FY'19 38.8
PAT Margin
(%)
FY'14 6.5
FY'15 7.6
FY'16 9.5
FY'17 11.0
FY'18 9.9
FY'19 9.0
ROCE
(%)
FY'14 18.2
FY'15 21.6
FY'16 26.9
FY'17 30.1
FY'18 28.1
FY'19 23.8
FY'14 694
FY'15 785
FY'16 989
FY'17 1,206
FY'18 1,382
FY'19 1,527
16
Company Profile
Product Portfolio world, it is not easy for any nation to become a globally
Performance competitive manufacturing country. I believe that team working
Highlights at all levels would give India the best chance of becoming an
2018-19
internationally competitive manufacturing country. Team working
Awards and
Accolades is possible when all subscribe to the end objective to be achieved
Key Figures and work to win the trust and confidence of the team members.
Message from the The goals for all in the nation are achieving rapid economic
Chairman
growth, becoming a US$5 trillion economy and creating an
Message from
the Managing inclusive society. It is the responsibility of leadership in various
Director & CEO
areas to accept these goals and help achieving them by working
Board of as a single national team.
Directors
Executive Team working is hard to achieve if there are wide disparities
Management
Team of income and consumption between team members. I am
happy to report that, in your Company, we have endeavoured
to minimise disparities. The salary of the Managing Director is
between 14 and 25 times that of a workman with 35 years of
service. If variable salary is included the ratio changes to between
17 and 30 times. This is one reason why team working in your
Company has sustained for over 35 years and resulted in its high
competitiveness.
The success of your Company has been an important factor in
making India an attractive investment destination for Japanese
and other investors, besides creating large national wealth
and employment. The Company recognises the importance of
sustaining its performance and I propose to briefly review some
of the activities intended to help in this area. Of course, the basic
I am delighted to welcome our shareholders to the 38th Annual approach will be the partnership approach in our operations and
General Meeting of the Company. strengthening team working.
The recent elections have very clearly shown that economic The CSR programmes have been carefully devised and are
development, creation of employment opportunities for the consistent with the priority areas outlined by the Government.
youth of the country and inclusive growth are what people Besides utilising the full budget for CSR, greater attention is
overwhelmingly want. They have total trust in the vision paid to ensure that the outcomes on the ground do not have any
and leadership of the Prime Minister, who has identified shortfalls. Effective implementation, in a cost-effective manner,
manufacturing growth as the engine for creating national wealth is our watchword. Applicants for driving licences are now tested
and employment. Our past history shows the importance of on automated test tracks in Delhi. This has not only increased
creating wealth to enable all citizens to enjoy a satisfactory level transparency, but the quality of drivers will see an improvement.
of life on a sustained basis. Further, the larger the employment Technology is also being used to detect violations of traffic rules
generation the greater would be the inclusivity in the creation in Delhi and challans have multiplied many times. Unfortunately,
of wealth and the ability to meet the aspirations of the youth. the laws for punishing serious violations are grossly inadequate
As the Prime Minister has said, India has to rapidly grow its for any real deterrent effect on errant drivers. It should be possible
manufacturing sector to achieve these objectives. A number for state governments to adopt these technology-driven systems
of steps have already been taken to promote investments and all over the country and thereby substantially increase road safety.
growth of competitive manufacturing. However, more needs to be
In the 26 villages where community development work has
done if the target of manufacturing contributing 25% of the GDP
been taken up, toilets, water ATMs, and rainwater harvesting are
by 2022 is to be achieved. This would also be an important step
being given priority in line with national priorities. The technical
towards the goal of a US$5 trillion economy. The Budget speech
education programme continues and is being expanded. In the
of the Union Finance Minister has highlighted the important role
Gujarat plant of Suzuki Motor Corporation, a 50-bedded hospital,
that India Inc. has to play in achieving these goals. Your Company
which will provide low-cost healthcare to the people of that area,
has been playing a leading role in the manufacturing sector and
is under construction. A school that will gradually expand to
would make every effort to help achieve the higher national goals.
cover Secondary education is also being built.
Maruti Suzuki India Limited is an example of how people of two
Water conservation is of national importance and your Company
nations can cooperate in an enlightened manner and work with
is giving it high importance. All used water in our plants is being
perfect team spirit for the benefit not only of the stakeholders of
recycled, with the result that about 60% of the daily consumption
the Company but of both nations. In today’s highly competitive
17
of water is met from the recycled water. At the Gurugram plant, water meet the BSVI norms and will continue to do so for the remaining models.
harvesting activities were started many years ago and there are 11 lagoons The changeover of the entire range of vehicles to BSVI will be completed
for this purpose. Manesar has five lagoons and the numbers will be well within the prescribed time period. The safety standards will also be met
increased to maximise rain water harvesting. well in time. The higher safety and emission norms have resulted in higher
costs and an increase in customer prices. One fallout of the higher costs of
The Company is focusing on expanding solar energy use. The initial
meeting BSVI norms is the decision to discontinue diesel vehicles up to 1.3
1.3 MW plant is now being supplemented by a 5 MW solar energy plant that
litre-engine capacity by the end of this year.
will be commissioned this financial year. The Board has sanctioned another
20 MW solar energy plant at Manesar and this is likely to be commissioned I believe that this change from BSIV to BSVI norms and the impact on
in 2021. The monitoring of all emissions from the chimneys in the factories smaller diesel vehicles is one factor that is resulting in the lower sale of cars
is being done on a real-time basis. This enables the Company to take this year. However, the market response to the BSVI vehicles that have been
corrective actions, if and when required, without any delay. introduced has been excellent and customers appreciate new technology
and the ‘greenness’ of the vehicles. The increased sale of petrol and CNG
Your Company is fully committed to help the Government’s programme
vehicles in the future should more than compensate for the discontinuance
for reducing the consumption of oil and achieving cleaner environmental
of diesel vehicles.
standards. We had started in this direction many years ago with the
introduction of factory-fitted CNG vehicles. The production of such cars The election results have resulted in sentiment continuing to be very
increased by 40% in 2018-19 and this year is targeted to increase by positive for the growth of the economy. The Government has already taken
near 50%. The Government has also announced a large programme for a number of good steps, which should result in the economic growth
increasing CNG outlets and this should result in the steady increase in becoming stronger from the next few months. My belief is that we are near
CNG vehicle sales. A major Government initiative is the conversion of petrol the bottom of the downward cycle and the economy, and car sales should
and diesel driven vehicles to electric vehicles. Suzuki, with the support of start to accelerate in the near future. The fiscal year 2021 should again see
Toyota, is working on developing electric vehicles. However, the challenges your Company coming back to its usual rate of growth. We are continuing
for electric vehicles in India, arising mainly from battery technology, and to build our sales and service infrastructure as well as production capacity
infrastructure limitations are likely to result in electric vehicle acceptance for the future.
by customers being slow in the short term. Meanwhile, the objective of
The introduction of new models is on track and will continue according
reducing oil consumption and pollution would be met by CNG vehicles,
to schedule. The development work at the Rohtak centre continues to
hybrid cars and the increasing use of biofuels. Since India is a fast-growing
increase and the number of engineers in R&D by the end of the year will
market for cars, unlike most parts of the world, there is a need for using all
rise to 1,800.
these technologies.
The strength of the Company continues to be all its highly motivated
The automobile industry started the year 2018-19 on a very promising note
employees, the supply chain and the network or dealers. Year after year, they
and our first and second quarters were very good. However, from the third
have shown that having the common goal of increasing the competitiveness
quarter, the market softened substantially and even the festive season
of our products; and growing the company, is best achieved by all working
did not witness any revival of consumer interest. Till now, there is still no
together as a team. Suzuki Japan continues to support us in every possible
revival of demand and this slowdown appears to be affecting not only car
way, for which we are all grateful. The cooperation between Toyota and
sales but all other sectors of the automobile industry as well. While the
Suzuki is giving your Company access to technology required for electric
weak demand situation is unfortunate, we need to recognise that such
vehicle development, introducing higher performance hybrid vehicles and
downturns do happen from time to time all over the world. Such occasions,
in several other areas. Your Company has already started supplying cars
while posing challenges also provide an opportunity to review what we
to Toyota India for sale and this is leading to higher production and sale by
are doing and to find ways of becoming more efficient and cost-effective.
Maruti. Customers also have more sale and service points to cater to their
Your Company is trying to do exactly that. Reduce costs, become more
needs. Your Company will be able to get the benefit from the production
efficient, strengthen marketing strategies and give customers more value.
capacity of Toyota India in future and this will help in meeting the increases in
Towards this end, the expansion of the service and sales outlets in rural
market demand. I believe this partnership will be of great benefit to all of us.
areas continues to be given priority.
The trust and confidence displayed by you, our valued shareholders, has
The slowdown in the second half of last year resulted in your Company not
always been a source of great strength to all in the Company. We look
being able to meet its initial estimate of double-digit growth for the year.
forward to this support as your Company continues to lead the growth of
While we maintained our market share, the net profit declined marginally by
the automobile industry and manufacturing in the India of tomorrow.
2.9% to ` 75,006 million. The Board has decided to recommend a dividend
of ` 80 per share, the same as last year, for your approval.
Jai Hind.
In Gujarat, the second production line is fully functional, while the third line
will be commissioned in 2020. The actual volume of production in Gujarat
would be in accordance with the market demand.
As you are aware the entire industry has to move to BSVI standards by
the end of this financial year. Stricter standards of safety have also come R. C. Bhargava
into force. Your Company has already introduced a number of models that Chairman
18
driving test centres to reform the drivers’ licence issuance system For the automobile industry, the time ahead remains challenging
thereby making it more transparent, stringent and efficient. and uncertain. Many regulations are getting implemented in the
financial year 2019-20. We will have to see how the customers will
The Company considers suppliers and dealers as its extended arm
react to these changes and shape up the volume growth for the year.
and supports them in upgrading their capabilities. The Company
With many regulations coming into force, one of the major tasks
runs a comprehensive excellence programme for the suppliers
of the Company is to acquaint customers about the importance of
to identify weak areas of their business and help them improve.
new technologies. The demand environment in the initial few months
The Company is playing a pioneering role in upgrading the skillset
is not encouraging; however, with a historic mandate given to the
of sales and service staff of dealers through training centres.
NDA Government, the political stability in the country has increased
With the increasing customer expectations and the advent of
significantly. This may prove to be an important factor in reviving the
new technologies, upgradation of the skillset of sales and service
customer sentiment and bringing growth to the automobile sector.
personnel is important.
The automobile industry is witnessing a once-in-a-century
The Company has cordial relations with the workers and their union.
transformation across the world with upcoming technologies in the
I like to personally meet the union every month to understand and
areas of energy, environment, safety and so on. India also has a
resolve their issues and to communicate with them the business
major challenge of oil imports and needs to pursue technologies to
environment. The union and the management regularly engage with
minimise the use of oil in automobiles. Different vehicle segments
each other, through constructive dialogue and collective bargaining.
will have different solutions over different time perspectives.
The Company has also launched a housing scheme for employees,
Electrification is being pursued with full effort. However, till the time
which has received a good response.
charging infrastructure spreads sufficiently to give confidence to
consumers and battery technology becomes competitive to liquid
Business Performance fuels, we will need some strong measures to reduce oil consumption
Earlier, when we stepped into this financial year 2018-19, there
and imports. CNG vehicles and Hybrid Electric Vehicles can help
was a good level of optimism about growth. Some of our models
reduce oil consumption significantly as compared to Internal
had a waiting period and our limited capacity appeared to be a key
Combustion Engine-powered vehicles. Hybrid Electric Vehicles can
bottleneck in growth of our business. Some of our investors were
run without charging infrastructure and so can prepone oil import
even wishing if we could advance by a few months the start of
reduction. In this context, the business partnership between Suzuki
operations of second plant at Suzuki Motor Gujarat.
Motor Corporation and Toyota Motor Corporation will help the
However, this optimism could not last longer and within a few Company to gain access to the technologies which are important
months, the demand for automobile started shrinking and remained to keep the Company future ready. Toyota Motor Corporation is the
under stress for rest of the year. world leader in hybrid technology. The mutual supply of vehicles
between the companies also helps in extending the product range
In August, with the unfortunate floods in Kerala, followed by the
and bring in the incremental volume while competing with each other.
heavy rains in several parts of the country, the demand environment
was affected. Thereafter, the simultaneous rise in fuel prices, interest Over the longer term, the Indian automobile market is expected to
rates and the hike in insurance cost further dampened consumer grow, given a very low level of car penetration and the Government’s
sentiment right before the onset of the festival season. This led to an commitment of achieving healthy macroeconomic growth.
increase in network stock, which had to be normalised by supporting The Company is fully committed to the Indian market and is making
dealers with heavy discounts to increase retail sales. all possible efforts to strengthen its position in the market for
superior stakeholder returns. Though the market condition is weak
The demand situation continued to remain sluggish during the last
now, I think that the situation should improve.
quarter as well. With this, the passenger vehicle industry growth
in the domestic market reduced to 2.7% in the year, registering its I look forward to your cooperation in navigating these exciting times.
lowest growth rate in the last five years. The Company was also
impacted but still managed to outperform the industry and posted a Thank you.
growth of 5.3%. Besides, the weak demand conditions in the export
markets further aided the weak volume growth. The overall volume
for the year grew by 4.7%.
Growth in volume is important not only for the Company but also for
the overall growth of the economy. It helps automobile companies
Kenichi Ayukawa
and other companies in the value chain to generate employment for
Managing Director & CEO
the youth of the nation.
20
Company Profile
Product Portfolio
Performance
Highlights
2018-19
Awards and
Accolades
Key Figures
Message from the
Chairman
Message from
the Managing
Director & CEO
Board of
Directors
Executive
Management
Team
Board Committees
Audit Risk Management Vice President Auditor
and Company Secretary
Stakeholders Relationship Mr. A. Seth* Deloitte
Mr. R. S. Kalsi* Mr. S. Grover Haskins &
CSR
Sells LLP
Nomination & Remuneration *Additional Members
21
Company Profile
Product Portfolio
Performance
Highlights
2018-19
Awards and
Accolades
Key Figures
Message from the
Chairman
Message from
the Managing
Director & CEO
Board of
Directors
Executive
Management
Team
8 9 10 11 12 13
4 5 6 7
3 2
1. Mr. K. Ayukawa, Managing Director & CEO 8. Mr. A. Seth, EBM & Sr. Executive Officer
2. Mr. K. Yamaguchi, EBM & Director (Production) (Finance, Corporate Planning,
Company Secretarial, Legal, Internal Audit)
3. Mr. R. Gandhi, EBM & Sr. Executive Officer (Production)
9. Mr. M. Nishio, Executive Officer
4. Mr. A. K. Tomer, Executive Advisor
(Finance, Information Technology)
(Corporate Social Responsibility, New Projects)
10. Mr. D. D. Goyal, Executive Officer (Finance)
5. Mr. H. Taguchi, Executive Officer (Corporate Planning)
11. Mr. T. Matsushita, Executive Officer (Engineering)
6. Mr. S. Y. Siddiqui, Executive Advisor
(Realty & Land Acquisition) 12. Mr. C. V. Raman, EBM & Sr. Executive Officer
(Engineering, Quality Assurance, Supply Chain)
7. Mr. P. K. Roy, Executive Officer (Production)
13. Mr. P. Panda, Executive Officer (Engineering)
22 23 24 25 26 27
20
17 18 19 21
14 15 16
14. Mr. T. Garg, Executive Officer 21. Mr. S. Srivastava, Executive Officer (Marketing & Sales)
(Marketing, Parts & Accessories, Logistics) 22. Mr. V. Khazanchi, Executive Officer (Human Resource)
15. Mr. T. Hashimoto, Executive Officer (Marketing & Sales) 23. Mr. Y. Ozawa, Executive Officer (Human Resource)
16. Mr. R. S. Kalsi, EBM & Sr. Executive Officer 24. Mr. P. Banerjee, Executive Officer (Service)
(Marketing & Sales, International Marketing, Service, Parts &
25. Mr. D. K. Sethi, Executive Officer (Quality Assurance)
Accessories, Logistics)
26. Mr. R. Uppal, EBM & Sr. Executive Officer
17. Mr. S. Grover, Company Secretary
(Human Resource, Information Technology, Safety)
18. Ms. M. Chowdhary, Executive Officer (Legal)
27. Mr. K. Suzuki, Executive Officer (International Marketing)
19. Mr. T. Miki, Executive Officer (Supply Chain)
20. Mr. S. Kakkar, Executive Officer (Supply Chain)
Value
Creation
Approach
Value Creation Process 26
External Environment 28
Stakeholder Engagement 32
Material Topics 34
Risk Management 38
Way Forward 39
26
Value Creation The Company connects well with the customers and understands their needs. The strength of the Company lies in
Process its ability to offer relevant ‘Products, Technologies and Services’ that India needs. The Indian customer is unique
External and demands the features of high-end cars in smaller cars. This is where the unique capability of SMC in designing
Environment
Stakeholder feature-rich, environment-friendly products with world-class quality at an affordable price greatly supports the
Engagement Company in offering the product that the customer desires. The able and passionate workforce committed to make
Material Topics things happen allows the Company to be agile to challenge any situation and emerge stronger.
Risk Management
Way Forward The Company strives to provide best value proposition for the customers not only during the purchase of a car but
throughout the ownership cycle. This leads to creation of customer delight, thus ensuring customers’ long-term
association with the Company. The conscious and concerted efforts in expanding the distribution network,
Financial Capital
` 417,573 million capital employed at
the start of year Vision
Manufactured Capital
ATTRACT MORE
Intellectual Capital CUSTOMERS
• Product licences from SMC 4
• R&D facility at Rohtak, India HIGHER
supported by SMC, Japan SALES
• ` 7,128 million R&D investment
• 1,600 R&D engineers
COST
Human Capital OPTIMISATION
• 15,892 regular employees
• 1,432 regular employees joined
Enablers
• 1,196,822 training person-hours
• ` 32,549 million employee benefit expenses
OPTIMUM RESOURCE ATTENTION
UTILISATION TO DETAIL
Natural Capital
• 7,577,755 GJ energy consumed for
manufacturing THE FOUNDATION
• ` 44.76 million spent on energy
efficiency measures
Core Values
• Use of solar power for manufacturing
CUSTOMER
• Canal water used for manufacturing
OBSESSION
27
pursuing multi-channel strategy, providing ease of maintenance through affordable and easily available spare
parts, and proximity of service workshops demonstrate the Company’s endless pursuit to serve customers better
every passing day.
The blend of Japanese technology and Indian spirit makes the Company distinct and unique in the way it creates
value. One of the fundamental elements of value creation is ‘optimum resource utilisation’. Since inception, the
Company has inculcated the 3R principle, Japanese practices and SMC’s basic philosophy of ‘fewer, smaller, lighter,
neater and shorter’ in all its operating practices. These not only make the operations efficient but also support in
resource optimisation and conservation thus supporting the Company’s contribution towards circular economy.
Moreover, the environment-friendly products of the Company greatly help in reducing carbon footprint.
Financial Capital
• The leader in the Indian automobile industry
Increase in capital employed to ` 461,415 million
• Creating customer delight and shareholders’ wealth
at the end of year
• A pride of India
Manufactured Capital
1 OFFERING RELEVANT ‘PRODUCTS AND TECHNOLOGIES' 1,862,449 vehicles sold
THAT INDIA NEEDS
by leveraging the unique ability of Suzuki Motor Corporation to
design feature-rich, environment-friendly products with world- Intellectual Capital
class quality at an affordable price • 2 new models – WagonR, Ertiga
• 2 facelift models – Baleno, Ciaz
• 100 patents filed and 12 granted
CUSTOMERS • 35 designs filed and 54 registered
FOR LIFE
• 24 technical papers presented
7
BEST OWNERSHIP • Reduced product development cycle
HIGHER EXPERIENCE AND HIGHER • Improved vehicle-fuel economy,
SALES LIFETIME VALUE lower emissions and enhanced safety
Natural Capital
OPERATIONAL JAPANESE PRACTICES FOR
• 122,439 MT metallic scrap recycled
EXCELLENCE EFFICIENT OPERATIONS
• 488,834 tCO2e Scope 1 and 2 emissions
• 62% of manufacturing water demand met
through recycled water
• 15,082 MT hazardous waste co-processed
• Cumulative 1,006,511 tCO2 emissions saved
NETWORKING since 2005-06 due to alternative drive trains
FAST, FLEXIBLE INNOVATION AND OPENNESS (e.g. CNG, hybrid) of in-use vehicle fleet
AND
AND FIRST-MOVER CREATIVITY AND LEARNING • 4-21% CO2 emission reduction in new and
PARTNERSHIP
facelift models
28
Value Creation The Company’s potential to create value over short, medium and long term may be determined broadly by the
Process
External following factors:
Environment
Stakeholder
Engagement
Material Topics
Risk Management
Way Forward
Over the past few decades, the Indian economy has grown at a healthy rate, establishing itself as
one of the major economies in the world. Eminent institutions such as the International Monetary
Fund (IMF) have forecast that India shall become one of the fastest growing large economies
in the world over the medium term. India has already become the fifth largest car market in the
world, though car penetration rate remains reasonably low at ~ 3%, with the country’s population
ECONOMIC exceeding 1.3 billion people. With economic growth, the low penetration offers a good growth
CONDITIONS opportunity to the automobile market and the Company. However, in the short term there
are certain headwinds that might affect the Company’s ability to create value. These include
slowdown in consumption leading to softened demand in domestic market, weakening of Indian
economy due to protectionist trade measures adopted recently by various countries, uncertainty
in commodity prices and foreign exchange fluctuations.
29
Economic conditions
Regulatory landscape
Changing customer
preferences
Increasing competitive
intensity
Technological disruptions
COMPANY'S EFFORTS
The Company will continue to work on the necessary enablers to tap opportunities in the medium and long term. These include
strengthening its customer-centric culture, expanding sales and service network, increasing manufacturing capacity, investing in new
products and technology, augmenting capability and skills of employees and inculcating green manufacturing methods.
The Company is increasing its engagement with customers to address the short-term challenge of weak market demand. It is pursuing
targeted marketing events to generate enquiries and encourage customers to expedite vehicle purchase. Hyper-local marketing
techniques are being used extensively for customer engagement. Additionally, continual product and technological support from
the parent, SMC will help the Company in launching new products and technology, thereby creating excitement in the market and
generating demand.
30
Value Creation
Approach
Value Creation
Process The regulations in India on vehicle fuel economy, emissions and safety are becoming increasingly
External stringent and will soon be at par with those of the developed world. This will result in an increase
Environment
in the prices of vehicles and may affect customer demand, especially of price-sensitive entry-
Stakeholder
Engagement level cars. It will be interesting to see how the customers respond to such changes.
Material Topics
REGULATORY
Risk Management 2019
LANDSCAPE
Way Forward
Anti- lock Braking System Offset frontal impact Side impact
April October October
2020
2022
2023
The Company was established with a vision to put India on wheels. Right from its inception,
the Company’s emphasis was on developing cost-engineered products to cater to the needs
of Indian customers. The Company’s ability to understand the stated and unstated needs of
customers and its customer-centric approach towards decision-making led to overwhelming
acceptance of its products in the market.
CHANGING
In today’s highly connected and digital world, customer preferences are changing rapidly. The
CUSTOMER
new-age customer, even when buying a low-price-segment car, expects superior styling and
PREFERENCES
technology, usually offered in the high-end cars, as well as a premium buying experience.
Therefore, it is critical for the Company to sense the evolving customer preferences ahead
of competition and introduce such products, technology, and experience to maintain its
first-mover advantage.
With the expansion of the economy, India is becoming a large market, where auto industry
players can compete to the best of their abilities. The Company firmly believes that increasing
competitive intensity not only benefits customers but also forces the industry players to innovate,
which in turn, benefits the customers. This competitive intensity is expected to further increase in
times to come due to the growth potential of the Indian passenger vehicle market.
INCREASING
COMPETITIVE
INTENSITY
The auto industry is undergoing transformative changes not only because of regulation, but also
because of emerging technologies. The developed automobile markets are already witnessing
changes such as shared and autonomous mobility, and hybrid and EV technologies. This is fast
catching up in India too. However, the time and cost of developing such technologies are so large
that it is difficult for the Company to invest in all of them simultaneously on its own. Therefore, it
TECHNOLOGICAL is viable to collaborate with external agencies for sourcing some of the technological solutions.
DISRUPTIONS
31
COMPANY'S EFFORTS
In order to meet these regulatory requirements, it is imperative to have access to requisite technology. Continual technological support
from SMC will help the Company to comply with the regulatory requirements as per stipulated timelines.
The Company’s state-of-the-art testing facilities in Rohtak will help reduce the product development cycle and help achieve
timely compliance.
The regulatory changes will lead to an increase in the price of vehicles. The committed and passionate workforce of the Company will
continue to undertake cost reduction activities such as localisation and Value Analysis & Value Engineering (VA-VE) to mitigate an adverse
increase in the input cost to a certain extent.
The Company has been successfully satisfying Indian customers by offering contemporary technologies such as auto gear shift, stylish
products such as Brezza and eco-friendly options such as factory-fitted CNG vehicles at the price point of customer choice. Market
success of these technologies and products are a testament to the Company’s strength that has been built over the years to keep pace
with evolving customer preferences. With sustained support from SMC, the Company will continue to launch relevant products and
technologies in future.
In order to monitor customers’ requirements in this digital era, the Company has increased its efforts of social listening by investing in
digital marketing. It is in a position to understand the requirements of existing and prospective customers.
The Company continues to pursue its channel strategy by expanding both ARENA and NEXA sales channels to enhance customers’
buying experience.
The Company is a jewel in the crown for its parent SMC because of its contribution to the latter’s business. Therefore, SMC will want the
Company to remain highly competitive and agile in manufacturing, technology and market response.
The establishment of SMG was aimed at relieving the Company from incremental capacity expansion and production and allowing it to
fully concentrate on critical success factors of the industry. As a result, the Company was able to establish NEXA channel by rolling out
over 350 sales outlets in a record time. Achieving this feat would have been quite challenging had the Company remained engaged in
incremental capacity expansion and production.
Network is one of the critical success factors and land is the most important resource for its fast-paced expansion. The Company is
buying and providing land parcels to its network partners on reasonable rental, thereby preventing stress on their profitability due to
rising lease rentals.
In order to maintain the competitive position of the Company in future, access to new-age technologies is crucial. The Company’s efforts
in this direction are mentioned below in ‘Technological Disruptions’.
The Company’s experience of selling cars for over 35 years would greatly assist in making quick and informed decisions. The competitive
advantage that the Company has created over this period would also aid in creating value in future.
The business partnership between SMC and Toyota Motor Corporation (TMC), Japan will immensely benefit the Company by gaining
access to new-age technologies and from mutual supply of vehicles (refer to Management Discussion and Analysis, page 136).
32
Value Creation One of the reasons for the Company's prominence in the Indian automobile industry has been its collaborative
Process
External approach towards various internal and external stakeholder groups. These stakeholders are identified based on the
Environment nature of their association with the Company.
Stakeholder
Engagement
Material Topics Stakeholders towards whom the
Risk Management Company has legal, commercial
Way Forward and moral responsibilities
Nature of
Association
Influence Dependence
By continually engaging with the stakeholders upon issues of mutual interest, the Company ensures protection
and creation of value across all capitals. The feedback received through various engagement channels helps the
Company to gauge stakeholders’ views and concerns, and subsequently devise suitable action plans.
33
Shareholders and investors Investor meets, one-to-one meetings and conference calls Ongoing
Local community
Government and
regulatory authorities
34
Value Creation The Company has identified, through stakeholder engagement activities, topics that are material to its business as
Process
External well as stakeholders. During the reporting period, the list of material topics presented in last year’s sustainability
Environment report was revalidated through internal stakeholder consultations, which took into account the views and opinions
Stakeholder expressed by both internal and external stakeholders.
Engagement
Material Topics As per the IIRC framework, on the basis of which this report has been prepared, the resources and relationships
Risk Management used and affected by an organisation are collectively referred to as capitals. They are categorised as financial,
Way Forward manufactured, intellectual, human, social and relationship, and natural capitals. During the preparation of this
report, the Company has mapped each material topic against the capitals, in order to showcase a cause and
effect relationship.
Business
• Mitigating risk of disruption in the value chain MSIL, Suppliers, Dealers
continuity
Regulations • Complying with rapidly evolving regulatory landscape MSIL, Suppliers, Dealers
Energy and
• Optimisation of energy use across the value chain and
emissions MSIL
reducing emissions from the products
reduction
35
The United Nations Sustainable Development Goals (SDGs) are a part of an ambitious global plan to end poverty, protect the planet,
promote prosperity and ensure peace for all. The Company is committed to align its business activities to the SDGs and contribute
to their fulfilment. As a first step, the Company has mapped the material topics to the SDGs to understand which of the goals it is
best placed to contribute to. During the mapping exercise, careful consideration has been given to the applicability of the goals to the
Company’s business activities and current operating context.
Value Creation
Approach MATERIAL TOPICS RELEVANCE BOUNDARY
Value Creation
Process
• Promoting safety culture, employee wellbeing and
External
Environment Occupational workplace ergonomics across the value chain
MSIL, Suppliers, Dealers
Stakeholder health and safety • Institutionalise 'zero accident' philosophy across
Engagement the value chain
Material Topics
Risk Management
Way Forward
• Augmenting the competence and skills of employees
People
• Developing an industry-ready workforce and MSIL, Suppliers, Dealers
development
minimising the skill gap
Talent
acquisition • Striving to become employer of choice MSIL
and retention
End-of-Life
• Continuing best practices on ELV management to
Vehicles (ELV) MSIL, Suppliers
contribute towards circular economy
management
Value Creation The Company understands that effective risk management is critical for meeting its strategic objectives and
Process
External achieving sustainable growth. It has a structured risk management process which is overseen by the Risk
Environment Management Committee. This Committee monitors and reviews the risk management plan of the Company as
Stakeholder per requirements of the Companies Act, 2013. The accountability for mitigation of each risk is assigned to the
Engagement
Material Topics identified risk owners.
Risk Management
Way Forward The Company has applied the net risk principle to determine its strategic risks. The mitigation measures to counter
these risks are being monitored at the top management level.
Impact on business • Strengthening both preventive and reactive measures pertaining to fire Business continuity, customer
continuity due safety by benchmarking and implementing global best practices in centricity, occupational
to natural and fire safety health and safety
man-made disasters • Mock-drills to ensure the preparedness of both fire-fighting systems
and employees
• Implementation of best practices related to earthquake safety
Impact on business • Proactive engagement with suppliers to study and formulate time-bound Customer centricity, business
continuity due to action plans in the areas such as quality, financial health, compliances, continuity, occupational
supply disruptions risk management, safety and environmental standards and capability health and safety,
development through Comprehensive Excellence programme responsible procurement
Acquisition and • Promoting harmonious work culture and implementing policies Talent acquisition and
retention of talent towards becoming an 'employer of choice' through comprehensive retention, people development
employee benefits, welfare and wellbeing measures, proactive
and continual employee engagement, and structured learning and
development opportunities
Strengthening the • Promoting the philosophy of ‘zero defect’ across the supply chain Customer centricity, product
culture of quality • Proactive engagement with suppliers to develop their capability to manage quality, product safety
across the the increasing scale and complexity of business
supply chain
Good labour • Inculcating and developing partnership culture among workforce Customer centricity,
relations for smooth • Regular two-way worker-top management communication, with focus on industrial relations
manufacturing understanding and resolving issues
operations • Proactive and regular engagement with workers and their families
• Welfare measures such as housing scheme and wellness programme
• Continuous improvement in the efficiency and effectiveness of grievance
redressal mechanism
Capturing • Learning from past incidents for better decision-making Customer centricity,
the organisational people development
learning
Succession planning • Grooming employees and creating a talent pool People development
39
Way Forward
India with relatively low car penetration level and good prospect of economic growth is on the path of becoming 3rd largest passenger
vehicle market in the world and offers a big opportunity. The Company is fully committed to cash-in on the opportunity. The following
are the few measures taken by the Company to strengthen its position in the market for superior stakeholder returns.
AREA DESCRIPTION
Product Extending product portfolio by bringing in aspirational, environment-friendly and safer products with
support from Suzuki Motor Corporation
Powertrain Appropriate mix of Internal Combustion Engine, CNG, Hybrid and EVs to meet the twin objective of
reducing carbon footprint and to reduce oil consumption and imports of the country
Research and Development • Capability enhancement for designing, developing and testing of new models
• Managing regulatory compliances with support from Suzuki Motor Corporation
Supply Chain & Cost Management • Continue focus on cost improvement like localisation, value engineering among others
• Business continuity
• Tier-II suppliers consolidation
• Green supply chain
• Promoting the 3R principle and waste management techniques at suppliers' end
• Comprehensive Supplier Excellence Programme in areas of safety, quality,
human resource, financial health, compliance, risk management among others
• Establishing supplier ecosystem at Gujarat near SMG
Marketing, Sales and Service • Network expansion
• Multiple sales and service channels
• Buying land parcels for sales and service outlets – better dealer viability & faster expansion
• Expansion of warehouses and part distribution centres for quick availability of cars and
spare parts
• Enhancing the focus on digital marketing and target marketing techniques
• Use of data analytics for effective and efficient decision making
• Developing the export markets and increasing the share of exports
• Scaling up pre-owned car business
• Promoting the 3R principle and waste management techniques with a special focus on water
conservation in service workshops
• Capability building of sales and service personnel of channel partners
For more details kindly refer to our efforts in External Environment section in page 28, Risk Management section in
page 36 and Management Discussion and Analysis section in page 136.
Sustainability
Performance
Governance Mechanism 42
People Practices 57
Governance
Mechanism
Product
Innovation and
Stewardship
Customer
Engagement and
Support
Robust corporate governance is imperative to the continuity of any business. High standards of ethical behaviour,
Capacity Building accountability and transparency are embedded in the Company’s organisational culture. Respect for human rights is
of Value Chain
Partners upheld in all business activities and relationships.
People Practices
Resource Use Corporate Governance Structure
and Management
The Board, along with its committees, carries out responsibilities towards all stakeholders by ensuring transparency,
Corporate Social
Responsibility fair play and independence in decision-making. The Company’s Board comprises 12 members. This includes two
GRI Content women who serve as Independent Directors. Further details can be found in the Corporate Governance Report
Index
section (page no. 119). The Company’s senior management, along with the Managing Director, periodically reviews
Alignment with
UNGC Principles its financial and non-financial performance.
Independent
Assurance
Statement
Shareholders
Board of Directors
Audit Team
Internal, External
and Cost Auditors
Code of Business Conduct and Ethics received during the reporting period. As on 31st March,
The Company’s Code of Business Conduct and Ethics 2019, two of these cases had been investigated and
(COBCE) addresses compliance with internal standards closed and one case was under review. The two cases
of business conduct and covers aspects such as pending from 2017-18 were also investigated and closed
regulatory compliance, fair employment practices, during the reporting period.
environment, health and safety, conflicts of interest and
safeguarding of the Company’s assets. In the reporting Whistle Blower Mechanism
period, a section on digital, cyber security and privacy The Company’s Whistle Blower policy allows
was added to the COBCE, considering the increased employees to bring instances of unethical behaviour
focus of the management in this area. to the knowledge of the management. Two complaints
received during 2017-18 were pending resolution, and
The COBCE is applicable to all the Company’s
three complaints received in 2018-19 were resolved.
employees down to the level of supervisors.
During the reporting period, the policy was amended
The standing orders for workers, developed as per
to include inquiry in case of leak of unpublished
regulatory requirement, formally define the codes of
price-sensitive information.
behaviour for the associates. The COBCE does not
cover the Company’s subsidiaries, joint ventures,
suppliers and dealers. However, adherence to applicable
Respecting Human Rights
Aspects of human rights such as child labour, forced
regulatory compliances, including, but not limited to,
labour, occupational safety and non-discrimination
prohibition on employment of child labour, forced labour
are covered by the COBCE and various policies
and prevention of sexual harassment of women at
applicable to the Company. The Company promotes
workplace, are included as contractual requirements for
respect for human rights among suppliers through
dealers and suppliers.
contractual obligations.
All employees undergo mandatory COBCE and
The Company has started working on developing a
Prevention of Sexual Harassment (POSH) training at
standalone human rights policy. An internal
the time of joining and thereafter, through e-learning
cross-functional team was formed and awareness
modules and classroom sessions. During 2019-20, the
sessions on the requirements of national and
Company plans to conduct focused trainings for more
international human rights guidelines were conducted.
than 5,000 employees on COBCE and POSH.
The Company has also laid down a specific code of
Compliance Management
The Company has a strong focus on zero
conduct for the Board members and senior management
non-compliance. An electronic legal compliance
as per regulatory requirement, and a related declaration
management system is used to track compliances
is made in Annexure-B of Corporate Governance Report.
with applicable regulations. The system has provisions
for early warning, checks and balances, reporting and
Prevention of Sexual Harassment escalation. A compliance report is submitted to the
The Company’s Anti-Sexual Harassment Policy provides
Board on a quarterly basis.
a mechanism to make the workplace safe for all
employees. Three complaints of sexual harassment were
Increasing competition, changing customer preferences, and evolving regulatory requirements are rapidly transforming the Indian
automobile market. In order to stay ahead of the curve, the Company is not only leveraging on the technological expertise of SMC,
but is also enhancing its own R&D capabilities through investments in its facilities and human resources. As a result, the Company
has been able to offer safe, reliable, and superior-quality products and services at affordable prices. The Company is also committed
to minimising the environmental footprint of its products throughout their lifecycle.
Sustainability
Performance TECHNOLOGY BENEFITS MODEL
IMPLEMENTED
Governance
Mechanism Suzuki’s new fifth Optimised body structure made of Ultra and Advanced New WagonR and new Ertiga
Product
generation High Tensile Steel (UHSS & AHSS) provides better emission
Innovation and HEARTECT platform performance through weight reduction, offers better ride
Stewardship handling through improved body stiffness as well as excellent
Customer Noise, Vibration and Harshness (NVH) levels, and ensures
Engagement and compliance with future crash safety norms
Support
All new 1.5L K15 Improved power and torque outputs for pleasant Ciaz, new Ertiga
Capacity Building
of Value Chain
gasoline engine driving experience
Partners designed by Suzuki and
developed by the Company
People Practices
Resource Use Smart Hybrid Vehicle by Longer service life and improved fuel efficiency Ciaz, new Ertiga
and Management Suzuki (SHVS) technology
Corporate Social with dual (Li-ion and
Responsibility conventional) batteries
GRI Content
Index Smart (S)-CNG Dual interdependent Engine Control Units and intelligent WagonR (S-CNG variant)
Alignment with (factory fitted) gas port injection for optimum performance and
UNGC Principles enhanced drivability
Independent Direct mounted CNG injectors for superior fuel efficiency
Assurance
Statement
Auto Gear Shift (AGS) Ease of driving and fatigue reduction Vitara Brezza 1.3L Diesel
Six-speed Better fuel efficiency and performance Ciaz
manual transmission
Improvement over previous generation Ertiga Improvement over previous generation WagonR
10.5% 9.7%
New New Aero drag New SHVS New New Aero drag Improvement
platform design improvement powertrain technology platform design improvement in powertrain
Future Mobility
In line with the Indian government’s focus
on mainstreaming of electric vehicles, the
Company is focusing on developing hybrid
and electric vehicles with technology support
from SMC. The Smart Hybrid Vehicle by
Suzuki (SHVS) technology, based on mild First prototype electric
hybrid technology, was the Company’s first vehicle based on WagonR
step in demonstrating commitment towards showcased at the MOVE
electrification. Global Mobility Summit held
in New Delhi, India
The Company has announced the launch of
an electric vehicle in India in 2020. A fleet of
50 prototype electric vehicles are undergoing
extensive road tests across multiple terrains
and climates, in order to support tuning and Leveraging SMC’s Strategic Partnerships
validation of such vehicles for Indian conditions.
• Joint venture with Toshiba Corporation
and Denso Corporation for setting up
automobile Li-ion battery manufacturing
plant in Gujarat, India
• Agreement with Toyota Motor Corporation
covering areas such as green energy,
safety, information technology and mutual
supply of products and components
48
• Wider fifth generation • Additional third-row space • LED projector • Auto-levelling feature
platform and efficient layout by reducing engine room headlamp and LED introduced for automatic
offering spacious cabin and packaging space daytime running lamps adjustment of headlamp
increased boot space • Projector headlamp with beam in static condition
• Auto-folding outside enhanced light spread with respect to
rear-view mirrors and on-road reach vehicle loading
• Better torsional stiffness to
improve handling
• High mounted gear shift to
improve ergonomics
Connected Computer-aided network capable of displaying vehicle running statistics and safety alerts; also offers cloud New WagonR
Infotainment connectivity for smartphones providing access to online media content and voice assistant
Systems
Smart Play Studio Advanced infotainment system with a 7” capacitive touchscreen that provides cloud connectivity in addition to New WagonR,
traditional features; compatible with Apple Car Play, Android Auto and Suzuki Smartplay app Baleno
Smart Play Dock Aspirational infotainment system for entry segment vehicle users, which transforms smartphone into a touch WagonR
interface for calls, music and navigation; also offers fast charging for smartphones
Colour TFT Displays vehicle performance parameters such as energy flow, vehicle running condition and health of New Ertiga, Ciaz
Speedometer secondary battery
Suzuki Connect Advanced telematics-based solution providing features such as vehicle tracking, location sharing, preventive All NEXA range
functional alerts, trip summary, and driving behaviour of models
135.51 108.00
122.61 103.98
New Ertiga
~9.5% ~3.7%
WagonR Petrol CNG
115.62 103.08
105.39 81.75
New WagonR
~8.8% ~20.7%
Ciaz Petrol Diesel
114.39 94.28
109.99 94.28
Facelift Ciaz
~3.9%
CO2 emissions (gm/km)
50
End-of-Life Vehicle Management receiving support on IMDS from SMC. Using IMDS, data
The Company has adopted systems to limit the use related to materials used for automobile manufacturing
of Substances of Concern (SOC) and meet the norms are collected, maintained, analysed and archived.
for Reusability, Recyclability and Recoverability (RRR) It also helps to quantify recoverable and recyclable
as per European Union’s End-of-Life Vehicle (ELV) materials in vehicles.
Directive for export markets. As a voluntary measure,
The Company’s export vehicles are minimum 95%
these standards have been extended to the products for
recoverable and 85% recyclable. It has voluntarily
Indian markets.
started the process to make the domestic models meet
During the reporting period, the Company implemented norms for recoverability and recyclability, ahead of Indian
a globally recognised SOC control tool called the ELV regulations. Going forward, all upcoming models will
International Material Data System (IMDS). Earlier, it was meet these standards.
New WagonR,
launched in 2018-19,
95% recoverable Material distribution of new WagonR
(based on IMDS)
85% recyclable
is meeting the
Pre-treatment materials
Reusability, Recyclability (battery, oil filters, LPG/
and Recoverability CNG tanks, tyres,
catalytic converter)
(RRR) norms,
Metals
ahead of upcoming
Non-metallic
Indian regulations (plastics, grease, oil etc.)
Organic materials
(paper, wood, rubber etc.)
Others
The Company constantly endeavours to build customer trust by offering low cost of maintenance, easy availability of spare parts and
wide network of service centres. It focuses on customer connect and carries out customer relationship building activities. These help
to create customer delight throughout the vehicle ownership period resulting in loyalty towards the brand.
The Company has a robust customer complaint and 3,614 service workshops operated across 1,784 cities
grievance redressal mechanism comprising channels in India catering to more than 1.5 million customers
such as the Company’s website, toll free helpline per month. Select workshops offer seven-days-a-week
and social media. The complaint redressal process is and night service facilities to provide customers with
well-structured with defined escalation mechanisms, flexibility of availing services as per their convenience.
which ensure time-bound resolution.
Expanding Service Network
3,403
3,614
3,305
Around 28,000 engagement activities such as customer
meets, surveys and free-of-cost vehicle check-up camps
were conducted in 2018-19 with participation of over two
million customers. Digital communication platforms such
1,659
1,784
1,570
as WhatsApp Messenger, e-mail, social media websites
and SMS were used for personalised communication.
Doorstep vehicle servicing facility, through 1,398 Maruti The Company’s Quick Response Teams (QRT),
Mobile Support (MMS) vehicles operational in 772 cities comprising 415 four-wheelers in 414 cities and 350
and 626 rural areas, catered to nearly 80,000 customers two-wheelers in 251 cities attend to nearly 11,400
per month. This facility is designed for customers who breakdown calls per month. The quick response service
are distant from service infrastructure. staff are equipped with essential tools and spares, and
can attend to customers in a prompt manner. QRT on
two-wheelers was introduced in 2018-19.
1,398 415
Maruti Mobile Four-wheelers
Support (MMS)
vehicles
350
Two-wheelers
80,000 11,400
Customers Breakdown
catered calls per month
per month
52
The Company’s value chain partners, comprising suppliers and dealers, have played an important role in its success
over the years. In order to maintain a sustainable business ecosystem, the Company works closely with its value
chain partners in areas such as product and service quality, financial stability, business process control, and
environmental and social performance, through focused programmes, training and capacity building.
444
with 551 plants, which provide raw material, components and
consumables. Of the Tier-I suppliers’ plants, 88% are located
within 100 km of the Company’s manufacturing facilities. Tier-I suppliers
Financial stability, operational resilience and demand
responsiveness of the supply chain partners is of paramount
importance to the Company’s economic performance and business
551
continuity. Therefore, the Company collaborates with its suppliers
to ensure quality and timeliness of supplies, while minimising the
associated environmental and social footprint. Plants
Through its Comprehensive Excellence (CE) programme, the Company aims to upgrade the performance of
Tier-I suppliers in areas such as quality, safety, financial capability, human resources and risk management.
Based on assessments carried out by the Company, supplier plants are required to implement improvement
measures. As on 31st March, 2019, ~50% of the supplier plants were meeting the performance standards
laid down under the CE programme.
Training support is provided to the suppliers through the Maruti Centre for Excellence. Through the
Maruti Suzuki Suppliers Welfare Association (MSSWA), sessions were conducted during the year to make
suppliers aware of the best practices in their peer group and convey the Company's management’s
expectations. Suppliers demonstrating high performance are awarded at the Company’s annual
Vendor Conference.
MSSWA Meet
54
Sustainability
Performance SAFETY PROGRAMMES
Governance The Company is supporting its Tier-I suppliers to Going forward, these programmes will be extended
Mechanism identify fire risks in their plants and mitigate them to the Tier-II suppliers.
Product through management focus on risk elimination,
Innovation and
Stewardship quick-detection and suppression, and emergency Status of supplier safety programmes
Customer preparedness. The Company has carried out fire risk (as on 31st March, 2019)
Engagement and
Support assessment of all suppliers.
Capacity Building • ~90% of supplier plants
of Value Chain
The Company has started a programme to improve
have implemented fire safety
Partners the focus of its Tier-I suppliers’ top-management on
counter measures
People Practices human safety. The suppliers are being encouraged
Resource Use to adopt safety management system and periodically • ~75% of the supplier plants have
and Management
report their safety performance to the Company. implemented OHSAS 18001
Corporate Social
Responsibility The supplier community is being sensitised on
GRI Content importance of human safety at forums such as
Index
MSSWA and Vendor Conference.
Alignment with
UNGC Principles
Independent
Assurance MANAGING WATERLOGGING RISK
Statement
Waterlogging at supplier plants during monsoon has been identified as a cause for supply disruption.
To mitigate this risk, the Company has identified vulnerable supplier plants and is helping them upgrade
their drainage infrastructure. The Company is also working with suppliers to address the external factors
contributing to waterlogging.
GREEN PROCUREMENT
The Company’s Green Procurement Guidelines ISO 14001 Certification Status of Supplier Plants
(GPG), based on Suzuki Engineering Standards,
set requirements for all component suppliers to
avoid the use of Substances of Concern (SOC)
472 485
such as lead, cadmium, mercury, hexavalent 436
chromium and asbestos in manufacturing
processes and products. Suppliers demonstrate
compliance by submission of declarations, test
reports and part-wise composition details using
a globally recognised SOC control tool called the
International Material Data System (IMDS).
The GPG encourages suppliers to establish an
Environmental Management System (EMS) at
their facilities and promote EMS adoption among FY'17 FY'18 FY'19
Tier-II suppliers.
TRAINING OF SUPPLIERS
326
support during the vehicle ownership period. The dealers
are encouraged to adopt the 3S dealership mode – Sales,
Service and Spares to provide a one-stop shop for all Dealer partners
after-sales requirements. This approach has not only helped
to enhance accountability of dealerships towards customer
service but also ensured stability of their revenue streams.
TRAINING OF DEALERS
During 2018-19, the Company trained over 50,000 During the reporting period, 11 new Automobile
frontline and managerial sales staff on products, Skill Enhancement Centres (ASECs) were set up in
processes and soft skills, through a combination Industrial Training Institutes (ITI) for imparting training
of classroom training and practical exercises. on trades such as Mechanic Motor Vehicle (MMV),
It has developed a digital self-learning platform Auto Body Repair (ABR) and Auto Body Paint (ABP)
for dissemination of knowledge and real-time as well as new technologies. Over 3,500 students
information to the sales staff. were trained in 81 ASECs, of which around 900 were
recruited in the Company’s network.
The Company has also trained over 130,000
service staff. The network of Service Training
Centres increased from 17 to 170, reducing
the average distance to reach nearest training
centre from 200 km to 70 km. Additionally, Service Training
over 450 training centres at dealers’ facilities Centres
support in-house training of the service staff. increased from
Trainings on new and advanced technologies such
as smart hybrid, connected cars and advanced
17
to
petrol engines were introduced. The Service
Knowledge Centre, an online portal that collates
all service-related information in electronic form,
170
has helped to strengthen dealers’ in-house
training systems.
Sustainability
Performance RESOURCE CONSERVATION AT WORKSHOPS
Governance The Company has helped dealers implement various systems at service workshops that lead to
Mechanism
Product resource conservation.
Innovation and
Stewardship
Customer
Engagement and
Support
Capacity Building In 2018-19, 6.9
of Value Chain million vehicles used
Partners
the Company's dry
People Practices
wash system saving
Resource Use
and Management
Corporate Social
Responsibility
GRI Content
~656 million
litres of water
Index
Alignment with
UNGC Principles
Independent Dry wash systems
Assurance
Statement
Workshops covered
AUTOMATED OIL
MANAGEMENT SYSTEM
PAINT-LESS DENT
REPAIR SYSTEM
AUTOMATIC CAR
WASHING SYSTEM
DRY WASH
SYSTEMS
People Practices
The Company relies fundamentally on human capital for execution of its business activities, and subsequent creation
of value for customers and other internal and external stakeholders. Its market leadership can be attributed to the
capabilities, contributions, potential and values of its workforce. It firmly believes in attracting, developing, and
retaining competent people, and promotes safe work practices, equal opportunity, continuous engagement and
cordial relations.
Zero incident
attitudes around good occupational health and safety practices,
which reflect in the actions and behaviour of its employees, from
the shop floor to the top management.
SAFETY GOVERNANCE
To ensure compliance with requirements of the Factories Act, 1948 (India), Safety Committees have been
established at Manesar, Gurugram and Rohtak, with equal representation from the management and shop
floor workers. Additionally, safety committees have been formed at central, vertical, and divisional levels,
whose functioning is facilitated by a dedicated safety division headed by a senior official directly reporting to
the Managing Director. These committees work towards improving the safety performance of the Company
through a collaborative approach.
Vertical Level Meets once in four months • Provides adequate resources and support
• Reviews safety performance
• Guides the divisional committees
Divisional Level Meets once in two months • Implements safety systems
• Formulates safety action plans based on performance reviews
Sustainability
Performance THEME-BASED SAFETY PROGRAMMES
Moving danger
Hidden danger
Slip and trip hazard
Wet floor
The gallery contains a display of Personal Protective Equipment (PPE) and safety devices. New as well as existing
employees are given practical trainings and demonstrations based on safety incidents. The trainings also cover safety
fundamentals such as Safety Policy, use of PPE, devices and shop floor walking tracks, and hazard identification and
mitigation measures.
59
To ensure the safety of pedestrians inside the facilities, the speed limit for all vehicles was set at 20 km/hr.
Zebra crossings and ‘Stop-Look-Go’ signboards have been provided along major walkways and critical
junctions. Messages for pedestrian and vehicle safety are displayed on LED display boards at certain locations.
Public address systems are being installed on walkways to propagate information on safe road behaviour
through audio messages.
Vendors have been equipped with self-assessment check sheets for truck conditions and truck driver
behaviour, and appropriate remedial actions are taken in case of violations.
Workforce
As on 31st March, 2019, the Company had 33,180 employees including 15,892 regular (of which 28 were
differently-abled) and 17,288 non-regular employees working at various offices and manufacturing facilities.
Regular employees (Assistant engineer and above, associates/technicians and 14,178 14,940 15,892
trainees including Company Trainees, Junior Engineer Trainees and Graduate
Engineer Trainees)
Apprentices (non-regular employees) 2,548 2,454 2,534
Other non-regular employees* (Contractual/temporary workers, student trainees) 12,643 17,121 14,754
Total workforce 29,369 34,515 33,180
*Excludes contractual employees from non-production verticals such as security, housekeeping, canteen and fire safety.
Sustainability
Performance GENDER DIVERSITY AND INCLUSION
Governance The Company is working progressively towards implementation of initiatives around gender diversity and
Mechanism inclusion. Commitment towards equity in employment, recognition and advancement has greatly assisted
Product the Company in maintaining a good work culture. Using a focused approach in this direction, the Company
Innovation and
Stewardship is driving a Gender Diversity and Inclusion initiative – WINGS (Women in Network, Growth, and Success) for
Customer empowerment of women at work and promotion of an inclusive work environment.
Engagement and
Support
Capacity Building
of Value Chain Inclusion Week (5th-9th March, 2019)
Partners
People Practices
The WINGS journey started on International
Resource Use
and Management Women's Day with the celebration of ‘Inclusion
Corporate Social Week’. Multiple activities were planned across
Responsibility
the week to encourage inclusivity including
GRI Content
Index leadership talk, sensitisation of stakeholders
Alignment with and sharing of diverse success stories.
UNGC Principles
Independent
Assurance
Statement Team Synergy Competition during Inclusion Week
EMPLOYEE WELLBEING
The Company has invested significant resources to strategically create benefit schemes for its regular as well
as contractual employees.
All regular employees are covered under the Hospitalisation policy, together with their dependent children and
parents. Contractual employees are covered under the Government's Employees’ State Insurance Corporation
social security and health insurance schemes. The Company also facilitates a housing scheme for workers to
enable them to own a home. Subsidised meals are provided to regular staff, while free meals are served to
contractual staff. Life insurance, healthcare, disability coverage, and retirement benefits, among other
provisions are also provided to the employees.
The Company's leave structure is designed considering regulatory requirements and provides earned, sick,
and maternity leaves for employees. During 2018-19, 49 female employees availed maternity leave, of which 28
completed their leave and re-joined within the reporting period.
INDUSTRIAL RELATIONS
The Company respects the right of employees to form and join a union. Its management officially recognises
three employee unions, one each at its Gurugram facility, Manesar vehicle manufacturing facility and Manesar
Powertrain facility. These are internal and independent labour unions and their elections are held as per
union by-laws. A minimum notice period of 21 days, as per regulatory requirements, is typically given to
employees prior to implementation of any significant change in the conditions of service, that could affect them
substantially. All three unions and the management regularly engage with each other through constructive
dialogue and collective bargaining.
Trust and transparency form the foundation of the Company’s engagement with its employees. Strong connect
has been established with employees at the grassroot level, through a continuous communication system
coupled with a robust grievance redressal mechanism. The Managing Director’s monthly meetings with the
unions and the senior management’s regular meetings with unions, associates and supervisors are a testament
to the Company’s comprehensive communication plan.
61
The Company strives to acquire and retain talent by providing good employee benefits, work-life balance and a conducive
work environment. In the reporting period, 1,432 regular employees were recruited, while 480 employees separated from the
Company. The attrition rate for regular employees stood at 3%. To assess and improve HR practices, comprehensive exit
interviews are conducted with the outgoing employees.
*Turnover comprises employees who left the Company (includes resignation, retirement, death in service and others)
The Company offers a comprehensive suite of programmes, tools and interventions that facilitate robust performance and career
management for the workforce. Regular feedback is provided to the employees, enabling them to grow in their professional
space. All employees have clearly articulated goals for performance. The annual performance appraisal helps define new goals
and identifies competency development needs. Each eligible regular employee received a formal performance appraisal and
review during the reporting period.
62
Sustainability
Performance LEARNING AND DEVELOPMENT
Governance Maruti Suzuki Training Academy (MSTA), the training arm of the Company, aims to drive business
Mechanism excellence through its learning and development framework, which has been developed in consultation
Product with SMC. A learning map is assigned for each employee across various levels through MSTA’s training
Innovation and
Stewardship structure. Additionally, learning gaps are identified through an online development centre and thereafter,
Customer capacity-building interventions are designed to address the same.
Engagement and
Support
Capacity Building The MSTA trainings cover behavioural, technical, functional and safety topics. There is a structured
of Value Chain band-wise behavioural training programme covering a wide array of topics. The technical training
Partners
topics are decided in consultation with different departments. Training in Japanese language and
People Practices
culture is also imparted on need basis. Employees are groomed for taking part in the World Skill
Resource Use
and Management Competitions. Superannuation planning workshops are conducted covering topics such as financial
Corporate Social investment and health.
Responsibility
GRI Content
Index EMPLOYEE TRAINING PROGRAMMES
Alignment with
UNGC Principles
Independent Senior • Developing people skills • Transformational leadership
Assurance
Statement management • Strategic thinking and personal effectiveness • Subordinate development
To ensure effective delivery and comprehensive coverage of various training programmes, MSTA makes use
of various technology interfaces.
The Company translates inputs from the natural capital (such as raw materials, energy and water) into products
and services for its customers and boosts the stock of other (e.g. financial and manufactured) capitals.
Environment protection is a key priority for the Company. Its environment policy conveys its commitment towards
sustainable use of natural resources, reducing the pressure on environment and working collaboratively with
customers, suppliers and the surrounding communities. The Company has carried out Environmental Impact
Assessment (EIA) during the setting up and expansion of its manufacturing facilities and has accordingly
implemented Environmental Management Plans. It has also implemented ISO 14001 - Environment Management
System to improve its environmental performance. In order to improve its environmental footprint, the Company has
proactively undertaken initiatives around reducing emissions, avoiding use of substances of concern, conserving
energy and water, and recycling and reusing resources.
* Energy inputs are inclusive of fuel used (natural gas and HSD) to generate electricity for supply to Company’s vendors located in
vendor parks at Gurugram and Manesar
Energy Intensity
4.53
4.37 4.34
GHG Emissions by Type The Company’s overall energy consumption and GHG emissions
have risen in the reporting period on account of increase in the
(tCO2e)
supply of engines and other auto parts to Suzuki Motor Gujarat
37,333 33,069 Private Limited and Suzuki Motorcycles India Private Limited.
36,357 Additionally, the number of engine trials and vehicle testing at
Rohtak also increased during the reporting period.
0.263 0.273
0.261
Capital investment in 2018-19 towards energy conservation mechanisms and equipment is mentioned in Annexure - D of the Board's
Report (page no. 110). The energy saving initiatives undertaken in the reporting period include:
• Modification of gas turbine software to modulate inlet guide vane (IGV) and improve efficiency at low loads at Gurugram facility
• Optimisation of operation of air showers in paint shops resulting in saving of compressed air at Gurugram facility
• Installation of Variable Frequency Drives (VFD) on pumps and compressors across Manesar facility
• Installation of energy efficient pumps for industrial water supply across Rohtak facility
Increasing multi-modal dispatches through rail Vehicles Disptached through Rail Mode
155,337
Sustainability
Performance The Company is committed to eliminate the ODS (R-22) Inventory
use of Ozone-Depleting Substances (ODS) at
(tonnes of refrigerant)
Governance its facilities. It is gradually reducing its inventory
Mechanism
3,625
of R-22, which is currently contained in
Product condensers, chillers and air-conditioning units, 3,043 2,958
Innovation and
Stewardship and intends to procure equipment with only
Customer non-ODS refrigerants. During 2018-19, there
Engagement and
Support was a 2.8% reduction in total ODS inventory
Capacity Building compared to the previous year.
of Value Chain
Partners
People Practices
Resource Use
and Management FY'17 FY'18 FY'19
Corporate Social
Responsibility
GRI Content
Index
Alignment with
UNGC Principles WATER AND WASTEWATER MANAGEMENT
Independent
Assurance The Company strives to reduce fresh water consumption in manufacturing processes and maximise
Statement
wastewater recycling. Acknowledging the pressure on ground water resources in the areas of its operations,
the dependence on ground water has progressively been reduced over the years. In 2018-19, only 8 m3 ground
water was consumed representing a significant decline compared to the previous year.
Ground Water Consumption Surface Water Consumption
(m )
3
(m3)
2,312,764
2,228,597
2,218,985
13,945
10,062
In 2018-19, the water intensity for manufacturing operations increased by 3% due to lower
production volumes.
WASTE MANAGEMENT
Waste Disposal
The Company follows the 3R principle of waste
management. Handling, storage and disposal are (MT)
carried out after proper segregation according
to the waste types. A major portion of the
166,838
160,855
152,618
4,316
3,793
3,462
Governance
Mechanism
Product
Innovation and
Stewardship
Customer
Engagement and
Support
The Company recognises the need and responsibility to maintain harmonious relations with neighbouring
Capacity Building communities and provide support for their economic and social development. Additionally, the Company
of Value Chain
Partners acknowledges its responsibility to address broader social issues relevant to the automobile industry in India,
People Practices namely road safety and skill development. The Company’s social development projects in the areas of community
Resource Use development, road safety and skill development are aligned with national and international human development
and Management
goals. The Company undertakes need assessment during project design, and impact assessment during the project
Corporate Social
Responsibility lifecycle, in order to ensure timely and efficient execution of its social development strategies. The initiatives are
GRI Content being implemented through the Maruti Suzuki Foundation as per the Company’s Corporate Social Responsibility
Index
(CSR) Policy under the guidance of the Board.
Alignment with
UNGC Principles
Independent
Assurance COMMUNITY DEVELOPMENT
Statement
The Company focuses on social development programmes in 26 villages around its areas of operations in
Haryana and Gujarat in order to support the local communities. During the reporting period, the Company
continued to implement village development programmes, created in consultation with village councils
(panchayats), in the areas of water, sanitation, education and community assets.
Water • Provision of potable water through financially self-sustainable water ATMs (21 in 20 villages)
Sanitation • Laying of sewer lines
• Construction of household toilets (4,345 in 26 villages)
• Collection and disposal of solid waste
Education • Supporting 50 schools in Gurugram through:
• Provision of support teachers for select subjects
• Trainings for teachers
• Provision of teaching aids
• Renovation of classrooms
• Provision of drinking water
• Construction of toilets
Community assets • Construction and renovation of paved roads (32 km in 11 villages)
• Construction and renovation of community halls
Detailed assessments for new projects in the areas of waste management and rainwater harvesting were
undertaken in Manesar in line with local needs.
The Company has partnered with Podar Education Network, a leading educational service provider, in order
to establish, manage and operate a school in Sitapur, Gujarat. This school will be affiliated to the Central
Board of Secondary Education and Podar Education Network will design the curriculum. The school will
offer education with emphasis on overall personality development of the students. Its primary wing is
expected to become functional from March 2020.
69
SKILL DEVELOPMENT
The automobile industry in India is growing steadily and is expected to continue creating demand for skilled workers.
The Company’s skill development programmes are aimed at providing the youth with dignified and rewarding employment
opportunities in manufacturing and service sectors.
Japan India Institute for Manufacturing (JIM) and the model Industrial Training Institute (ITI) set up by the Company at Ganpat
Vidyanagar in Mehsana, Gujarat, saw the first batch of 254 students graduate during the reporting period. All the students
were suitably placed. Conceived through a collaboration between the Governments of Japan and India to create a pool
of skilled manpower for the Indian manufacturing industry, JIM supports the Make in India and Skill India initiatives of the
Government of India. It offers National Council for Vocational Training (NCVT) approved technical training in eight trades
related to automobiles manufacturing. Additionally, a course on Japanese manufacturing practices and processes covering
soft skills such as Kaizen, 5S, and 3G, is integrated with the NCVT curriculum for all the trades. The curriculum of this course
at JIM has been developed by the Association for Overseas Technical Cooperation and Sustainable Partnerships (AOTS),
Japan under guidance of Ministry of Economy, Trade and Industry (METI), Japan. Unique features such as mini vehicle
assembly line, engine assembly line, safety lab, virtual welding simulators and spot-welding equipment provide hands-on
training to students to make them industry-ready.
8,000+
upgrading workshop infrastructure, providing training on
manufacturing trades, enhancing industry exposure for
trainers and students, and imparting soft skills to make
students
students industry-ready. The automobile trades of Motor
graduated from
Mechanic Vehicle, Auto Body Paint, Auto Body Repair are
the Government
upgraded in supported ITIs, as per the skills required at
ITIs supported
automobile workshops. 61% of students evaluated from
by the
the automobile trades at supported ITIs cleared the Suzuki
Company
Basic test (technical and psychometric aspects) compared
to 40% from the non-adopted ITIs. In all, over 8,000
students graduated from the Government ITIs supported
by the Company.
70
Launch of Traffic Safety Management System Launch of the first Automated Driving Test Centre at Delhi
71
Sustainability
Performance GRI STANDARD (2016) GRI TITLE REFERENCE SECTION PAGE NO.
301-1 Materials used by weight or volume Raw material use and recycling 63
Governance
Mechanism 302-1 Energy consumption within Energy and emission management 64
Product the organisation
Innovation and
Stewardship 302-3 Energy intensity Energy and emission management 64
Principle 1 Businesses should support and Code of business conduct and ethics; 43;
respect the protection of internationally Prevention of sexual harassment; 43;
proclaimed human rights Respecting human rights 43
Principle 2 Business should make sure they are not Code of business conduct and ethics; 43;
complicit in human rights abuses Prevention of sexual harassment; 43;
Respecting human rights 43
Sustainability
Performance
Governance
Mechanism
Product
Innovation and
Stewardship
Customer
Engagement and
Independent Assurance Statement
Support
Capacity Building
of Value Chain
Partners
Scope and Approach The information on financial capital including economic
DNV GL Business Assurance India Private Limited performance, expenditure towards Corporate Social
People Practices
(‘DNV GL’) has been engaged by the Management of Responsibility (‘CSR’) and other financial parameters
Resource Use
and Management Maruti Suzuki India Limited (‘MSIL’, or the ‘Company’, are based on audited financial statements issued by
Corporate Social Corporate Identity Number L34103DL1981PLC011375) the Company’s statutory auditors, which is subject to a
Responsibility
to undertake an independent assurance of the separate independent audit process and not included in
GRI Content
Index Company’s non-financial performance disclosures in its our scope of work.
Alignment with Annual Integrated Report 2018-19 (‘the Report’) in its
UNGC Principles
Independent
printed format. This Report has been prepared by the Responsibilities of the Management of
Assurance Company based on the Guiding Principles and Content MSIL and of the Assurance Provider
Statement
Elements of the International Integrated Reporting The Management of MSIL has the sole accountability
(‘<IR>’) Framework of the International Integrated for the preparation of the non-financial disclosures
Reporting Council (‘IIRC’) along with disclosures in this Report and are responsible for integrity of all
selected from the Global Reporting Initiative’s (‘GRI’s’) information disclosed in the printed version of the Report
Sustainability Reporting Standards (‘GRI Standards’) as well as the processes for collecting, analysing and
and also references to other initiatives including the reporting the information presented within the Report.
National Voluntary Guidelines on Social, Environmental In performing assurance work, our responsibility is to
and Economic (‘NVG-SEE’) and the United Nations the Management; however, this statement represents
Global Compact (‘UNGC’) to bring out the Content our independent opinion and is intended to inform the
Elements of <IR>. outcome of our assurance to the stakeholders of MSIL.
We performed a limited level of assurance using DNV We provide a range of other services to MSIL none of
GL’s assurance methodology VeriSustainTM1, which which in our opinion, constitute a conflict of interest
is based on our professional experience, international with this assurance work. Our assurance engagement
assurance best practices including International is based on the assumption that the Company has
Standard on Assurance Engagements 3000 (‘ISAE provided us data and information during our review in
3000’) Revised* and the GRI’s Principles for Defining good faith and free from any misstatements. We were
Report Content and Quality. In doing so, we evaluated not involved in the preparation of any statement or
the qualitative and quantitative non-financial disclosures data included in the Report except for this Assurance
presented in the Report against the reporting Statement and Management Report highlighting our
requirements of <IR> framework together with MSIL’s assessment findings for future reporting. We expressly
protocols for measurement, monitoring, recording disclaim any liability or co-responsibility for any
and reporting of non-financial information. The agreed decision a person or an entity may make based on this
scope of work included the assurance of qualitative and Assurance Statement.
quantitative information on non-financial performance
which have been disclosed in the Report for the Basis of our Opinion
identified material topics, covering performance for We planned and performed our work to obtain the
the activities undertaken by the Company during the evidence we considered necessary to provide a basis
reporting period 1st April 2018 to 31st March 2019. for our assurance opinion for providing a limited level
of assurance by adopting a risk-based approach, i.e.
The intended user of this Assurance Statement is we concentrated our verification efforts on the issues
the Management of the Company. Our assurance of material relevance to Company. As part of our
engagement was planned and carried out in engagement, a multi-disciplinary team of sustainability
May 2019 – July 2019. The scope and boundaries of and assurance specialists performed work at MSIL’s
the non-financial performance disclosures is as set Corporate Office at New Delhi and sample facilities at
out in the Report in the sections ‘Report Profile’ and Gurugram and Manesar in Haryana, India and undertook
‘Material Topics’. the following activities:
1
The VeriSustain protocol is available on request from www.dnvgl.com
* Assurance Engagements other than Audits or Reviews of Historical Financial Information.
75
• Reviewed MSIL’s approach to addressing the requirements strategies and management approach, and non-financial
of <IR> including stakeholder engagement and its materiality performance related to the identified material topics using
determination process. We did not have any direct selected GRI Standards.
engagement with external stakeholders;
Without affecting our assurance opinion, we also provide the
• Verified the value creation disclosures related to the six following observations against the principles of VeriSustain:
capitals, and claims made in the Report;
Materiality
• Assessed the robustness of the data management system, The process of determining the issues that is most relevant to an
data accuracy, information flow and controls for the organisation and its stakeholders
reported disclosures;
MSIL has identified and brought out topics which are material
• Site visits to sample facilities to review processes and to both its business and its stakeholders within the Report.
systems for preparing site level non-financial data and The Company has carried out a revalidation of material topics
implementation of sustainability strategy. We were free to considering the views and opinions of both internal and external
choose sites for conducting assessments; stakeholders and linked its material topics to the six capitals
of <IR> and the UN Sustainable Development Goals (SDGs).
• Interviewed selected top and senior management of Nothing has come to our attention to suggest that the Report
the Company and other representatives, including data does not meet the requirements related to the Principle of
owners and decision-makers from different functions of the Materiality. However, the Company may further strengthen
Company to validate the disclosures made in the Report. its process of materiality determination by incorporating the
We were free to choose interviewees and interviewed sustainability context/external environment, sector-specific
those with overall responsibility to deliver the Company’s norms, and value creation in its capitals over the short,
sustainability objectives; medium and long term.
Sustainability
Performance
Governance
Mechanism
Product
Innovation and
Stewardship
Customer
Engagement and
Support
Capacity Building
of Value Chain
Partners
and governance mechanisms, aimed towards achieving Completeness
its long-term vision. The Report has also attempted to How much of all the information that has been
People Practices
bring out MSIL’s responses to identified sustainability identified as material to the organisation and its
Resource Use
and Management topics, and risks and significant factors linked to the stakeholders are reported
Corporate Social external environment which affects the Company.
Responsibility
Further, it is suggested that the Report may bring out The Report has fairly brought out the key Content
GRI Content
Index additional performance indicators related to impacts on Elements of <IR> including value creation through
Alignment with six capitals for the identified material topics, based on six capitals, business model, strategy and resource
UNGC Principles
<IR> framework. Nothing has come to our attention to allocation, governance mechanisms, risks and
Independent
Assurance suggest that the Report does not meet the requirements opportunities, and non-financial performance indicators
Statement
related to the Principle of responsiveness. considering the scope and boundary of its reporting,
which excludes MSIL’s joint ventures, subsidiaries
Reliability and other entities over which MSIL has a sphere of
The accuracy and comparability of information control or influence.
presented in the report, as well as the quality of
underlying data management systems Neutrality
The extent to which a report provides a balanced
MSIL has established protocols for measurement, account of an organisation’s performance, delivered
monitoring, recording and reporting of non-financial in a neutral tone
information. The majority of data and information
verified at the Corporate Office and sampled sites were The Report has brought out sustainability issues,
found to be accurate. Some of the data inaccuracies responses to key challenges and the Company’s
identified during the verification process were found performance and factors in the external environment
to be attributable to transcription, interpretation that impact the Company’s value creation processes in a
and aggregation errors. These identified errors were fairly neutral tone, in terms of content and presentation.
communicated and subsequently corrections were Nothing has come to our attention to suggest that the
made. Nothing has come to our attention to suggest Report does not meet the requirements related to the
that the Report does not meet the requirements related Principle of Neutrality.
to the Principle of Reliability; however, MSIL may further
strengthen its data capturing mechanisms through
formal processes for internal review and validation of
qualitative and quantitative disclosures.
DNV GL Business Assurance India Private Limited is part of DNV GL – Business Assurance, a global provider of certification, verification,
assessment and training services, helping customers to build sustainable business performance. www.dnvgl.com
77
Glossary of Abbreviations
Board’s Report
Corporate
Governance
Report
Your Directors have pleasure in presenting the 38th annual Dividend
Management
Discussion & report together with the audited financial statements for
Analysis The Board recommends a dividend of ` 80 per equity
the year ended 31st March, 2019.
Business
share of ` 5/- each for the year ended 31st March,
Responsibility 2019 amounting to ` 29,134 million including dividend
Report Financial Results
distribution tax of ` 4,968 million. The Company has
The Company’s financial performance during formulated a dividend distribution policy which forms
2018-19 as compared to the previous year 2017-18 is part of the annual report.
summarised below:
Operational Highlights
(` in million)
The operations are exhaustively discussed in the
Particulars 2018-19 2017-18 ‘Management Discussion and Analysis’ forming part of
the annual report.
Total revenue 885,813 818,082
Profit before tax 104,656 110,034
Consolidated Financial Statements
Tax expense 29,650 32,816
Profit after tax 75,006 77,218 In accordance with Indian Accounting Standard (IND
Retained Earnings AS) - 110 on Consolidated Financial Statements read
Balance at the 363,008 313,189 with Indian Accounting Standard (IND AS) - 28 on
beginning of the year Investments in Associates and Joint Ventures, the
Profit for the year 75,006 77,218 audited consolidated financial statements are provided
Other comprehensive (284) (131) in the annual report.
income arising from
remeasurement of defined A report containing the names of the companies which
benefit obligation* have become or ceased to become subsidiaries, joint
Amount transferred to (772) - ventures and associates, their performance, financial
employee welfare fund position and their contribution to the overall performance
Income on funds earmarked (36) - of the Company as required by the Companies Act, 2013
for employee welfare fund (‘Act’) is provided as an annexure to the consolidated
Amount transferred to (772) - financial statements and hence are not repeated here for
scientific research fund the purpose of brevity. (Form AOC-1)
Payment of dividend (24,166) (22,656)
on equity shares Annual Return
Corporate dividend tax paid (4,968) (4,612)
The details forming part of the extract of the annual
Balance at the 407,016 363,008
return in Form MGT-9 is attached as Annexure - A.
end of the year
The annual return of the Company for the year 2017-18
*net of income tax of ` 151 million (previous year ` 65 million) is available on its website at https://www.marutisuzuki.
com/corporate/investors/company-reports.
Financial Highlights
Material Subsidiaries
The total revenue (net of excise) was ` 885,813 million
as against ` 818,082 million in the previous year showing In accordance with Regulation 16(1)(c) of SEBI (Listing
an increase of 8.28%. Sale of vehicles in the domestic Obligations and Disclosure Requirements) Regulations,
market was 1,753,700 units as compared to 1,653,500 2015 (‘Listing Regulations’), the Company has a policy
units in the previous year showing an increase of 6.1%. for determining material subsidiaries. The policy is
Total number of vehicles exported was 108,749 units as available on its website at https://marutistoragenew.
compared to 126,074 units in the previous year showing blob.core.windows.net/msilintiwebpdf/Policy_on_
a decrease of 13.7%. Subsidiary_Companies.pdf
Profit before tax (PBT) was ` 104,656 million against Particulars of Loans, Guarantees and
` 110,034 million showing a decrease of 4.89% and profit Investments
after tax (PAT) stood at ` 75,006 million against ` 77,218
Details of loans, guarantees and investments covered
million in the previous year showing a decrease of 2.86%.
under the provisions of Section 186 of the Act are given
in the notes forming part of the financial statements.
81
Personnel Awards/Recognition/Rankings
As required by the provisions of Section 197 of the Act Mr. Kenichi Ayukawa was awarded “Best CEO (Large
read with Rule 5 of The Companies (Appointment and Companies)” by Business Today third time in a row. Mr. R.
Remuneration of Managerial Personnel) Rules, 2014, the C. Bhargava was bestowed with “Lifetime Achievement
particulars of the employees are set out in Annexure F. Award” by CNBC Awaaz Annual CEO Awards 2018.
However, as per the provisions of Section 136 of the Act,
the annual report is being sent to all the members of the The Company received many awards/recognitions/
Company excluding the aforesaid information. The said rankings during the year. Some of these are
information is available for inspection by the members at mentioned hereunder:
the registered office of the Company up to the date of the
ensuing Annual General Meeting. Any member interested • ‘Company of the year, 2018’ by Business Standard.
in obtaining such particulars may write to the Company
• ‘Marketer of the year’ at Marquees 2018 and ‘Gold
Secretary at the registered office of the Company.
Award’ for employee communication for its seat belt
campaign #PehniKya? by South Asia Sabre.
Cost Auditors and Records
• ‘Best of 2018’ by AutoX Awards.
In accordance with the provisions of Section 148 of
the Act read with Companies (Cost Records and Audit) • Swift won the following awards by AutoX:
Rules, 2014, M/s R.J. Goel & Co., Cost Accountants,
• Car of the year.
New Delhi (Registration No. 000026) were appointed
as the Cost Auditors of the Company to carry out the • ‘Indian Car of the year’ (ICOTY)’ third time in a row.
cost audit for 2019-20. The maintenance of cost records
• Ertiga won the following awards:
as specified by the Central Government under Section
148 (1) of the Act is required by the Company and such • Best ‘MPV’ of the year by AutoX and
accounts and records are made and maintained. Autocar Awards 2019.
• ‘Car of the year’ and ‘Value for money car of the
Auditors
year’ by Autocar Awards 2019.
The auditors, M/s Deloitte Haskins & Sells LLP were
• Super Carry won the ‘Prime Time’ Award.
appointed in the 35th Annual General Meeting and
hold their office till the conclusion of the 40th Annual • ‘4 Good’ rating by The Economic Times for
General Meeting. all-round excellence in the field of Corporate Social
Responsibility.
CRISIL Ratings
Acknowledgment
The Company was awarded the highest financial credit
rating of AAA/stable (long term) and A1+ (short term) The Board of Directors would like to express its sincere
on its bank facilities by CRISIL. The rating underscores thanks for the co-operation and advice received from
the financial strength of the Company in terms of the the Government of India, Haryana Government and
highest safety with regard to timely fulfillment of its the Gujarat Government. Your Directors also take
financial obligations. this opportunity to place on record their gratitude for
timely and valuable assistance and support received
Quality from Suzuki Motor Corporation, Japan. The Board also
places on record its appreciation for the enthusiastic
The Company has established and is maintaining an
co-operation, hard work and dedication of all the
environment management system. During the year,
employees of the Company including the Japanese
surveillance audit for ISO-14001 was carried out by
staff, dealers, vendors, customers, business associates,
M/s AVI, Belgium for the manufacturing plants located
auto finance companies, state government authorities
at Gurugram, Manesar and R&D Centre in Rohtak.
and all concerned without which it would not have been
The auditors recommended continuance of ISO-14001
possible to achieve all round progress and growth of the
for all manufacturing facilities.
Company. The Directors are thankful to the members for
their continued patronage.
The quality management system of the Company
is certified after the ISO 9001:2015 standard.
For and on behalf of the Board of Directors
Re-assessment of the quality systems is done at regular
intervals and re-certification assessments are done
R.C. Bhargava Kenichi Ayukawa
every three years by an accredited third party agency.
Chairman Managing Director & CEO
The Company has an internal assessment mechanism to
verify and ensure adherence to defined quality systems
New Delhi
across the Company.
25th April, 2019
84
Statutory Annexure - A
Reports
Form No. MGT-9
Board’s Report Extract of Annual Return
Corporate As on the financial year ended on 31st March, 2019
Governance
Report [Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and
Management Administration) Rules, 2014]
Discussion &
Analysis
Business I. Registration and Other Details:
Responsibility
Report
i. CIN L34103DL1981PLC011375
ii. Registration Date 24/02/1981
iii. Name of the Company Maruti Suzuki India Limited
iv. Category/sub-category of the Company Company limited by shares
v. Address of the registered office and contact details Plot No. 1, Nelson Mandela Road
Vasant Kunj, New Delhi- 110 070
Ph. no.: 011-46781134
vi. Whether listed company Yes
vii. Name, address and contact details of registrar and Karvy Fintech Private Limited
transfer agent, if any Karvy Selenium Tower- B, 8th Floor,
Plot 31-32, Gachibowli, Financial District Nanakramguda,
Serilingampally. Hyderabad- 500 032, Telangana
Ph. no.: 040-67162222
Fax no.: 040-23001153
Toll free No.: 1800-345-4001
Holding/ % of
S. Applicable
Name and address of the Company CIN/GLN Subsidiary/ shares
No. section
Associate held
IV. Shareholding Pattern (equity share capital breakup as percentage of total equity)
i) Category-wise shareholding
No. of shares held at the beginning of the year No. of shares held at the end of the year % change
during the
Category of shareholders % of % of year
Demat Physical Total total Demat Physical Total total
share share
A. Promoters
1. Indian
a) Individual/HUF 0 0 0 0.00 0 0 0 0.00 0.00
b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00
e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other… 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A) (1):- 0 0 0 0.00 0 0 0 0.00 0.00
2. Foreign
a) NRIs- Individuals 0 0 0 0 0 0 0 0 0
b) Other-Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 169,788,440 0 169,788,440 56.21 169,788,440 0 169,788,440 56.21 0.00
d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any Other…. 0 0 0 0.00 0 0 0 0.00 0.00
(Qualified
Foreign Investor)
Sub Total (A) (2):- 169,788,440 0 169,788,440 56.21 169,788,440 0 169,788,440 56.21 0.00
Total Shareholding of 169,788,440 0 169,788,440 56.21 169,788,440 0 169,788,440 56.21 0.00
Promoter (A)= (A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds/UTI 17,338,791 0 17,338,791 5.74 18,002,281 0 18,002,281 5.96 0.22
b) Banks/ FI 17,267,709 0 17,267,709 5.72 22,481,441 0 22,481,441 7.44 1.73
c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 76,093,800 0 76,093,800 25.19 67,377,517 0 67,377,517 22.30 -2.89
h) Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Funds
i) Any other (Qualified 0 0 0 0.00 0 0 0 0.00 0.00
Foreign Investor)
Sub-total (B)(1):- 110,700,300 0 110,700,300 36.65 107,861,239 0 107,861,239 35.71 0.94
2. Non-Institutions
a) Bodies Corp. 8,804,292 0 8,804,292 2.91 7,899,094 0 7,899,094 2.61 -0.30
b) Individual
i) Individual 10,025,205 4,527 10,029,732 3.32 12,994,175 3,450 12,997,625 4.30 0.98
shareholders holding
nominal share
capital upto ` 1 lakh
ii) Individual 447,923 0 447,923 0.15 296,742 0 296,742 0.10 -0.05
shareholders
holding nominal share
capital in excess of
` 1 lakh
c) Others
i) Foreign Nationals 177 0 177 0.00 146 0 146 0 0.00
ii) Non Resident 393,082 0 393,082 0.13 482,927 0 482,927 0.16 0.03
Indian
iii) Clearing Member 194,230 0 194,230 0.06 492,290 0 492,290 0.16 0.10
iv) Trusts 1,533,442 0 1,533,442 0.51 2,015,825 0 2,015,825 0.67 0.16
v) Qualified 0 0 0 0.00 0 0 0 0 0
Foreign Investor
vi) RI Non- 188,442 0 188,442 0.06 245,732 0.08 245,732 0.08 0.02
Repartriation
Sub-total (B)(2):- 21,586,793 4,527 21,591,320 7.15 24,426,931 3,450 24,430,381 8.09 0.94
Total Public Shareholding 132,287,093 4,527 132,291,620 43.79 132,288,170 3,450 132,291,620 43.79 0.00
(B)=(B)(1)+ (B)(2)
C. Shares held 0 0 0 0 0 0 0 0 0
by Custodian for
GDRs & ADRs
Grand Total (A+B+C) 302,075,533 4,527 302,080,060 100.0 302,076,610 3,450 302,080,060 100.00 0.00
86
iv) Shareholding pattern of top ten shareholders - Other than directors, promoters and holders
of GDRs and ADRs:
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
Statutory
Reports Cumulative shareholding
Shareholding
during the year
Board’s Report S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
Corporate No. held as on shares of the decrease No. of
Date for shares of the
Governance 31/03/2018 Company in share shares
Report change Company
holding
Management
Discussion &
Analysis
18/01/2019 15,490 Transfer 2,814,070 0.93
18/01/2019 (1) Transfer 2,814,069 0.93
Business
Responsibility 25/01/2019 15,000 Transfer 2,829,069 0.94
Report
25/01/2019 (77,000) Transfer 2,752,069 0.91
01/02/2019 63,000 Transfer 2,815,069 0.93
01/02/2019 (20,000) Transfer 2,795,069 0.93
08/02/2019 28,500 Transfer 2,823,569 0.93
08/02/2019 (23,288) Transfer 2,800,281 0.93
15/02/2019 12,000 Transfer 2,812,281 0.93
22/02/2019 30,000 Transfer 2,842,281 0.94
01/03/2019 41,275 Transfer 2,883,556 0.95
08/03/2019 66,375 Transfer 2,949,931 0.98
08/03/2019 (7,665) Transfer 2,942,266 0.97
15/03/2019 58,800 Transfer 3,001,066 0.99
22/03/2019 20,000 Transfer 3,021,066 1.00
22/03/2019 (49,295) Transfer 2,971,771 0.98
29/03/2019 (258,717) Transfer 2,713,054 0.90
30/03/2019 (128,240) Transfer 2,584,814 0.86
3. ADITYA BIRLA SUN 2,563,880 0.85 31/03/2018
LIFE TRUSTEE PRIVATE 06/04/2018 35,000 Transfer 2,598,880 0.86
LIMITED A/C 06/04/2018 (2,175) Transfer 2,596,705 0.86
20/04/2018 142,800 Transfer 2,739,505 0.91
20/04/2018 (179) Transfer 2,739,326 0.91
11/05/2018 1,139 Transfer 2,740,465 0.91
11/05/2018 (1,139) Transfer 2,739,326 0.91
25/05/2018 7,099 Transfer 2,746,425 0.91
25/05/2018 (17,878) Transfer 2,728,547 0.90
01/06/2018 700 Transfer 2,729,247 0.90
08/06/2018 (17,473) Transfer 2,711,774 0.90
15/06/2018 (35,000) Transfer 2,676,774 0.89
22/06/2018 (15,000) Transfer 2,661,774 0.88
06/07/2018 (13,500) Transfer 2,648,274 0.88
20/07/2018 26 Transfer 2,648,300 0.88
20/07/2018 (3,000) Transfer 2,645,300 0.88
27/07/2018 1,288 Transfer 2,646,588 0.88
27/07/2018 (1,288) Transfer 2,645,300 0.88
03/08/2018 (3,848) Transfer 2,641,452 0.87
10/08/2018 (17,161) Transfer 2,624,291 0.87
17/08/2018 12,054 Transfer 2,636,345 0.87
17/08/2018 (33,075) Transfer 2,603,270 0.86
24/08/2018 18 Transfer 2,603,288 0.86
24/08/2018 (38,600) Transfer 2,564,688 0.85
31/08/2018 (39,125) Transfer 2,525,563 0.84
07/09/2018 (187,652) Transfer 2,337,911 0.77
21/09/2018 (30,300) Transfer 2,307,611 0.76
28/09/2018 12,416 Transfer 2,320,027 0.77
28/09/2018 (71,720) Transfer 2,248,307 0.74
29/09/2018 12,416 Transfer 2,260,723 0.75
29/09/2018 (71,720) Transfer 2,189,003 0.72
05/10/2018 125,625 Transfer 2,314,628 0.77
05/10/2018 (36,400) Transfer 2,278,228 0.75
12/10/2018 99,800 Transfer 2,378,028 0.79
89
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
Statutory
Reports Cumulative shareholding
Shareholding
during the year
Board’s Report S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
Corporate No. held as on shares of the decrease No. of
Date for shares of the
Governance 31/03/2018 Company in share shares
Report change Company
holding
Management
Discussion &
Analysis
25/05/2018 79,031 Transfer 2,242,094 0.74
25/05/2018 (69) Transfer 2,242,025 0.74
Business
Responsibility 01/06/2018 95 Transfer 2,242,120 0.74
Report
01/06/2018 (8,823) Transfer 2,233,297 0.74
08/06/2018 455 Transfer 2,233,752 0.74
15/06/2018 256 Transfer 2,234,008 0.74
15/06/2018 (2,686) Transfer 2,231,322 0.74
22/06/2018 740 Transfer 2,232,062 0.74
22/06/2018 (18) Transfer 2,232,044 0.74
29/06/2018 111 Transfer 2,232,155 0.74
06/07/2018 57 Transfer 2,232,212 0.74
06/07/2018 (227,676) Transfer 2,004,536 0.66
13/07/2018 128 Transfer 2,004,664 0.66
13/07/2018 (155,244) Transfer 1,849,420 0.61
20/07/2018 20,075 Transfer 1,869,495 0.62
20/07/2018 (177,531) Transfer 1,691,964 0.56
27/07/2018 83 Transfer 1,692,047 0.56
27/07/2018 (165,071) Transfer 1,526,976 0.51
03/08/2018 1,486 Transfer 1,528,462 0.51
03/08/2018 (6,415) Transfer 1,522,047 0.50
10/08/2018 1,468 Transfer 1,523,515 0.50
10/08/2018 (671) Transfer 1,522,844 0.50
17/08/2018 62 Transfer 1,522,906 0.50
17/08/2018 (2,227) Transfer 1,520,679 0.50
24/08/2018 25,368 Transfer 1,546,047 0.51
24/08/2018 (7,553) Transfer 1,538,494 0.51
31/08/2018 15,507 Transfer 1,554,001 0.51
31/08/2018 (53,300) Transfer 1,500,701 0.50
07/09/2018 6,743 Transfer 1,507,444 0.50
14/09/2018 70,554 Transfer 1,577,998 0.52
14/09/2018 (397) Transfer 1,577,601 0.52
21/09/2018 61,406 Transfer 1,639,007 0.54
21/09/2018 (11) Transfer 1,638,996 0.54
28/09/2018 234,878 Transfer 1,873,874 0.62
28/09/2018 (963) Transfer 1,872,911 0.62
29/09/2018 234,878 Transfer 2,107,789 0.70
29/09/2018 (963) Transfer 2,106,826 0.70
05/10/2018 5,707 Transfer 2,112,533 0.70
12/10/2018 91,208 Transfer 2,203,741 0.73
19/10/2018 662 Transfer 2,204,403 0.73
19/10/2018 (57,350) Transfer 2,147,053 0.71
26/10/2018 183,584 Transfer 2,330,637 0.77
26/10/2018 (51) Transfer 2,330,586 0.77
02/11/2018 147,274 Transfer 2,477,860 0.82
09/11/2018 25,444 Transfer 2,503,304 0.83
09/11/2018 (42,078) Transfer 2,461,226 0.81
16/11/2018 188 Transfer 2,461,414 0.81
16/11/2018 (168,622) Transfer 2,292,792 0.76
23/11/2018 231 Transfer 2,293,023 0.76
23/11/2018 (104,054) Transfer 2,188,969 0.72
30/11/2018 7,457 Transfer 2,196,426 0.73
91
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
Statutory
Reports Cumulative shareholding
Shareholding
during the year
Board’s Report S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
Corporate No. held as on shares of the decrease No. of
Date for shares of the
Governance 31/03/2018 Company in share shares
Report change Company
holding
Management
Discussion &
Analysis
29/06/2018 7,505 Transfer 2,612,734 0.86
29/06/2018 (1,155) Transfer 2,611,579 0.86
Business
Responsibility 06/07/2018 70,100 Transfer 2,681,679 0.89
Report
13/07/2018 11,274 Transfer 2,692,953 0.89
13/07/2018 (159) Transfer 2,692,794 0.89
20/07/2018 7,615 Transfer 2,700,409 0.89
27/07/2018 9,313 Transfer 2,709,722 0.90
27/07/2018 (17) Transfer 2,709,705 0.90
03/08/2018 14,060 Transfer 2,723,765 0.90
03/08/2018 (220) Transfer 2,723,545 0.90
10/08/2018 10,076 Transfer 2,733,621 0.90
10/08/2018 (9,313) Transfer 2,724,308 0.90
17/08/2018 4,514 Transfer 2,728,822 0.90
24/08/2018 12,123 Transfer 2,740,945 0.91
31/08/2018 21,081 Transfer 2,762,026 0.91
31/08/2018 (121) Transfer 2,761,905 0.91
07/09/2018 18,094 Transfer 2,779,999 0.92
07/09/2018 (12) Transfer 2,779,987 0.92
14/09/2018 16,347 Transfer 2,796,334 0.93
14/09/2018 (373) Transfer 2,795,961 0.93
21/09/2018 13,483 Transfer 2,809,444 0.93
28/09/2018 244,707 Transfer 3,054,151 1.01
28/09/2018 (154,784) Transfer 2,899,367 0.96
29/09/2018 244,707 Transfer 3,144,074 1.04
29/09/2018 (154,784) Transfer 2,989,290 0.99
05/10/2018 102,859 Transfer 3,092,149 1.02
12/10/2018 56,596 Transfer 3,148,745 1.04
19/10/2018 6,160 Transfer 3,154,905 1.04
26/10/2018 17,281 Transfer 3,172,186 1.05
02/11/2018 47,915 Transfer 3,220,101 1.07
09/11/2018 8,848 Transfer 3,228,949 1.07
16/11/2018 21,472 Transfer 3,250,421 1.08
16/11/2018 (116) Transfer 3,250,305 1.08
23/11/2018 8,424 Transfer 3,258,729 1.08
30/11/2018 6,590 Transfer 3,265,319 1.08
07/12/2018 807 Transfer 3,266,126 1.08
07/12/2018 (1,940) Transfer 3,264,186 1.08
14/12/2018 3,188 Transfer 3,267,374 1.08
14/12/2018 (12,201) Transfer 3,255,173 1.08
21/12/2018 9,775 Transfer 3,264,948 1.08
21/12/2018 (505) Transfer 3,264,443 1.08
28/12/2018 3,652 Transfer 3,268,095 1.08
28/12/2018 (4,188) Transfer 3,263,907 1.08
31/12/2018 3,611 Transfer 3,267,518 1.08
04/01/2019 34,230 Transfer 3,301,748 1.09
04/01/2019 (19) Transfer 3,301,729 1.09
11/01/2019 24,513 Transfer 3,326,242 1.10
11/01/2019 (11,725) Transfer 3,314,517 1.10
18/01/2019 18,104 Transfer 3,332,621 1.10
18/01/2019 (52) Transfer 3,332,569 1.10
25/01/2019 17,342 Transfer 3,349,911 1.11
25/01/2019 (17) Transfer 3,349,894 1.11
93
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
Statutory
Reports Cumulative shareholding
Shareholding
during the year
Board’s Report S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
Corporate No. held as on shares of the decrease No. of
Date for shares of the
Governance 31/03/2018 Company in share shares
Report change Company
holding
Management
Discussion &
Analysis
10/08/2018 24,420 Transfer 2,071,218 0.69
10/08/2018 (31,683) Transfer 2,039,535 0.68
Business
Responsibility 17/08/2018 6,865 Transfer 2,046,400 0.68
Report
17/08/2018 (26,482) Transfer 2,019,918 0.67
24/08/2018 8,295 Transfer 2,028,213 0.67
24/08/2018 (75,871) Transfer 1,952,342 0.65
31/08/2018 12,303 Transfer 1,964,645 0.65
31/08/2018 (16,771) Transfer 1,947,874 0.64
07/09/2018 11,061 Transfer 1,958,935 0.65
07/09/2018 (9,021) Transfer 1,949,914 0.65
14/09/2018 5,213 Transfer 1,955,127 0.65
14/09/2018 (10,000) Transfer 1,945,127 0.64
21/09/2018 3,782 Transfer 1,948,909 0.65
21/09/2018 (9,398) Transfer 1,939,511 0.64
28/09/2018 3,255 Transfer 1,942,766 0.64
28/09/2018 (889) Transfer 1,941,877 0.64
29/09/2018 3,255 Transfer 1,945,132 0.64
29/09/2018 (889) Transfer 1,944,243 0.64
05/10/2018 40,376 Transfer 1,984,619 0.66
12/10/2018 4,539 Transfer 1,989,158 0.66
19/10/2018 20,081 Transfer 2,009,239 0.67
26/10/2018 6,743 Transfer 2,015,982 0.67
02/11/2018 11,232 Transfer 2,027,214 0.67
02/11/2018 (361) Transfer 2,026,853 0.67
09/11/2018 3,012 Transfer 2,029,865 0.67
09/11/2018 (35,024) Transfer 1,994,841 0.66
16/11/2018 15,850 Transfer 2,010,691 0.67
16/11/2018 (1,725) Transfer 2,008,966 0.67
23/11/2018 2,612 Transfer 2,011,578 0.67
23/11/2018 (4,500) Transfer 2,007,078 0.66
30/11/2018 3,567 Transfer 2,010,645 0.67
30/11/2018 (6,525) Transfer 2,004,120 0.66
07/12/2018 395 Transfer 2,004,515 0.66
07/12/2018 (375) Transfer 2,004,140 0.66
14/12/2018 622 Transfer 2,004,762 0.66
21/12/2018 3,364 Transfer 2,008,126 0.66
21/12/2018 (6,500) Transfer 2,001,626 0.66
28/12/2018 1,785 Transfer 2,003,411 0.66
28/12/2018 (569) Transfer 2,002,842 0.66
31/12/2018 1,288 Transfer 2,004,130 0.66
04/01/2019 5,583 Transfer 2,009,713 0.67
04/01/2019 (17,569) Transfer 1,992,144 0.66
11/01/2019 7,121 Transfer 1,999,265 0.66
11/01/2019 (58,339) Transfer 1,940,926 0.64
18/01/2019 4,880 Transfer 1,945,806 0.64
18/01/2019 (1,475) Transfer 1,944,331 0.64
25/01/2019 5,703 Transfer 1,950,034 0.65
25/01/2019 (34,500) Transfer 1,915,534 0.63
01/02/2019 11,913 Transfer 1,927,447 0.64
01/02/2019 (36,741) Transfer 1,890,706 0.63
08/02/2019 9,613 Transfer 1,900,319 0.63
08/02/2019 (21,617) Transfer 1,878,702 0.62
95
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
Statutory
Reports Cumulative shareholding
Shareholding
during the year
Board’s Report S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
Corporate No. held as on shares of the decrease No. of
Date for shares of the
Governance 31/03/2018 Company in share shares
Report change Company
holding
Management
Discussion &
Analysis
24/08/2018 26,919 Transfer 1,974,171 0.65
31/08/2018 61,938 Transfer 2,036,109 0.67
Business
Responsibility 07/09/2018 8,856 Transfer 2,044,965 0.68
Report
14/09/2018 23,052 Transfer 2,068,017 0.68
14/09/2018 (12,801) Transfer 2,055,216 0.68
21/09/2018 21,848 Transfer 2,077,064 0.69
28/09/2018 (82,461) Transfer 1,994,603 0.66
29/09/2018 (82,461) Transfer 1,912,142 0.63
05/10/2018 (9,396) Transfer 1,902,746 0.63
12/10/2018 13,335 Transfer 1,916,081 0.63
12/10/2018 (1,879) Transfer 1,914,202 0.63
19/10/2018 5,536 Transfer 1,919,738 0.64
02/11/2018 3,563 Transfer 1,923,301 0.64
09/11/2018 144,539 Transfer 2,067,840 0.68
16/11/2018 (27,897) Transfer 2,039,943 0.68
23/11/2018 12,420 Transfer 2,052,363 0.68
30/11/2018 61,253 Transfer 2,113,616 0.70
07/12/2018 (3,353) Transfer 2,110,263 0.70
14/12/2018 (28) Transfer 2,110,235 0.70
21/12/2018 12,649 Transfer 2,122,884 0.70
28/12/2018 593 Transfer 2,123,477 0.70
28/12/2018 (13,296) Transfer 2,110,181 0.70
04/01/2019 10,612 Transfer 2,120,793 0.70
11/01/2019 (53) Transfer 2,120,740 0.70
01/02/2019 (69,844) Transfer 2,050,896 0.68
08/02/2019 32,538 Transfer 2,083,434 0.69
15/02/2019 (3,435) Transfer 2,079,999 0.69
01/03/2019 (43,071) Transfer 2,036,928 0.67
08/03/2019 (23,452) Transfer 2,013,476 0.67
15/03/2019 14,365 Transfer 2,027,841 0.67
22/03/2019 47,088 Transfer 2,074,929 0.69
29/03/2019 62,845 Transfer 2,137,774 0.71
30/03/2019 82,461 Transfer 2,220,235 0.73
10 NPS TRUST - A/C SBI 1,463,523 0.48 31/03/2018
PENSION FUND SCHEME - 06/04/2018 7,432 Transfer 1,470,955 0.49
ATAL PEN 13/04/2018 833 Transfer 1,471,788 0.49
20/04/2018 103 Transfer 1,471,891 0.49
27/04/2018 57 Transfer 1,471,948 0.49
04/05/2018 14,527 Transfer 1,486,475 0.49
11/05/2018 14,589 Transfer 1,501,064 0.50
18/05/2018 12,914 Transfer 1,513,978 0.50
25/05/2018 29,205 Transfer 1,543,183 0.51
01/06/2018 6,414 Transfer 1,549,597 0.51
08/06/2018 62 Transfer 1,549,659 0.51
22/06/2018 45 Transfer 1,549,704 0.51
29/06/2018 293 Transfer 1,549,997 0.51
06/07/2018 137 Transfer 1,550,134 0.51
06/07/2018 (2,285) Transfer 1,547,849 0.51
13/07/2018 (2,073) Transfer 1,545,776 0.51
20/07/2018 178 Transfer 1,545,954 0.51
27/07/2018 236 Transfer 1,546,190 0.51
03/08/2018 126 Transfer 1,546,316 0.51
97
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
Statutory
Reports Cumulative shareholding
Shareholding
during the year
Board’s Report S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
Corporate No. held as on shares of the decrease No. of
Date for shares of the
Governance 31/03/2018 Company in share shares
Report change Company
holding
Management
Discussion &
Analysis
22/06/2018 (54,567) Transfer 1,863,532 0.62
29/06/2018 89,467 Transfer 1,952,999 0.65
Business
Responsibility 29/06/2018 (28,000) Transfer 1,924,999 0.64
Report
06/07/2018 113,944 Transfer 2,038,943 0.67
06/07/2018 (89,467) Transfer 1,949,476 0.65
13/07/2018 (17,000) Transfer 1,932,476 0.64
27/07/2018 (5,000) Transfer 1,927,476 0.64
03/08/2018 (18,032) Transfer 1,909,444 0.63
10/08/2018 7,328 Transfer 1,916,772 0.63
10/08/2018 (9,727) Transfer 1,907,045 0.63
17/08/2018 (3,664) Transfer 1,903,381 0.63
24/08/2018 4,166 Transfer 1,907,547 0.63
24/08/2018 (3,664) Transfer 1,903,883 0.63
07/09/2018 (2,686) Transfer 1,901,197 0.63
14/09/2018 (6,000) Transfer 1,895,197 0.63
21/09/2018 (13,227) Transfer 1,881,970 0.62
28/09/2018 (8,697) Transfer 1,873,273 0.62
29/09/2018 (8,697) Transfer 1,864,576 0.62
05/10/2018 1,660 Transfer 1,866,236 0.62
05/10/2018 (63,372) Transfer 1,802,864 0.60
12/10/2018 (75,691) Transfer 1,727,173 0.57
19/10/2018 (72,700) Transfer 1,654,473 0.55
26/10/2018 22,463 Transfer 1,676,936 0.56
26/10/2018 (49,750) Transfer 1,627,186 0.54
09/11/2018 (22,550) Transfer 1,604,636 0.53
16/11/2018 2,272 Transfer 1,606,908 0.53
30/11/2018 17,071 Transfer 1,623,979 0.54
07/12/2018 7,128 Transfer 1,631,107 0.54
14/12/2018 9,622 Transfer 1,640,729 0.54
14/12/2018 (10,913) Transfer 1,629,816 0.54
04/01/2019 646 Transfer 1,630,462 0.54
08/02/2019 65,505 Transfer 1,695,967 0.56
15/02/2019 46,986 Transfer 1,742,953 0.58
22/02/2019 7,283 Transfer 1,750,236 0.58
01/03/2019 (4,538) Transfer 1,745,698 0.58
22/03/2019 168,100 Transfer 1,913,798 0.63
22/03/2019 (168,100) Transfer 1,745,698 0.58
29/03/2019 105,590 Transfer 1,851,288 0.61
29/03/2019 (403,949) Transfer 1,447,339 0.48
30/03/2019 8,697 Transfer 1,456,036 0.48
12 KUWAIT INVESTMENT 1,769,325 0.59 31/03/2018
AUTHORITY FUND 141 13/04/2018 (10,111) Transfer 1,759,214 0.58
04/05/2018 9,203 Transfer 1,768,417 0.59
04/05/2018 (852) Transfer 1,767,565 0.59
11/05/2018 (21,000) Transfer 1,746,565 0.58
01/06/2018 24,224 Transfer 1,770,789 0.59
01/06/2018 (2,183) Transfer 1,768,606 0.59
08/06/2018 1,436 Transfer 1,770,042 0.59
15/06/2018 16,499 Transfer 1,786,541 0.59
29/06/2018 18,153 Transfer 1,804,694 0.60
06/07/2018 25,400 Transfer 1,830,094 0.61
13/07/2018 29,674 Transfer 1,859,768 0.62
99
Cumulative shareholding
Shareholding
during the year
S. No. of shares % of total Increase/
Name of the Shareholder Reason % of total
No. held as on shares of the decrease No. of
Date for shares of the
31/03/2018 Company in share shares
change Company
holding
V. Indebtedness
Statutory
Reports Indebtedness of the Company including interest outstanding/ accrued but not due for payment
Board’s Report
Secured Loans Total
Corporate Unsecured
Governance excluding Deposit Indebtedness
Loans (In `)
Report deposits (In `)
Management
Discussion & Indebtedness at the beginning of the financial
Analysis
year (31st March 2018)
Business
Responsibility (i) Principal Amount - 1,108,051,141 - 1,108,051,141
Report (ii) Interest due but not paid - - - -
(iii) Interest accrued but not due - 198,044 198,044
Total (i+ii+iii) - 1,108,249,184 - 1,108,249,184
Change in Indebtedness during
the financial year
• Addition - 1,496,482,123 - 1,496,482,123
• Reduction - (1,108,249,184) - (1,108,249,184)
Net Change - 388,232,939 - 388,232,939
Indebtedness at the end of the financial year
(31st March 2019)
(i) Principal Amount - 1,496,250,927 - 1,496,250,927
(ii) Interest due but not paid - - - -
(iii) Interest accrued but not due - 231,196 - 231,196
Total (i+ii+iii) - 1,496,482,123 - 1,496,482,123
Name of MD/WTD
Total Amount
S. Mr. Kenichi Mr. Kazunari
Particulars of Remuneration (In `)
No. Ayukawa Yamaguchi
(In `) (In `)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the 22,644,000 15,192,000 37,836,000
Income-tax Act, 1961
(b) Value of perquisites under section 17(2) Income-tax Act, 1961 9,804,000 6,324,000 16,128,000
(c) Profits in lieu of salary under section 17(3) - - -
Income-tax Act, 1961
(d) Fee for attending board/ committee meetings - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission - - -
- as % of profit
- others, specify…
5. Other – Performance Linked Bonus 17,770,000 11,660,000 29,430,000
Total (A) 50,218,000 33,176,000 83,394,000
Ceiling as per the Act (` in million) 9,006
101
2. Other Non-Executive Directors Mr. R.C. Mr. Kinji Mr. Mr. Mr. Mr. T. Total
Bhargava Saito Toshihiro Osamu Kazuhiko Hasuike Amount
(In `) (In `) Suzuki Suzuki Ayabe (in `) (In `)
(In `) (In `) (In `)
• Fee for attending board/ 900,000 500,000 550,000 500,000 500,000 500,000 3,450,000
committee meetings
• Commission 12,200,000 - - - - - 12,200,000
• Others, please specify - - - - - - -
Total (2) 13,100,000 500,000 550,000 500,000 500,000 500,000 15,650,000
Total (B)=(1+2) Total 35,200,000
Managerial Remuneration
Overall ceiling as per the Act 901
(` In million)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the 30,634,665 7,614,869 38,249,534
Income-tax Act, 1961
(b) Value of perquisites under section 17(2) of the 492,950 57,000 549,950
Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) of the - - -
Income-tax Act, 1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- others, specify… - - -
5. Others, please specify - - -
Total 31,127,615 7,671,869 38,799,484
102
New Delhi
25th April, 2019
103
Annexure - B
Nomination and Remuneration Policy
1.3. This Policy is applicable to Directors, KMPs, Senior (iii) should, while acting as a Director be capable
Management and other employees of the Company. of balancing the interests of the Company, its
employees, the shareholders, the community
2. Objective and of the need to ensure the protection of the
environment; and
1.1. The objective of this Policy is to provide a framework
for appointment, removal and remuneration of
(iv) should inter-alia,
Directors, KMPs and Senior Management.
• uphold the highest ethical standards of
1.2. The Policy aims to provide:
integrity and probity;
(i) Criteria of appointment and removal of Directors, • a
ct objectively and constructively while
KMPs and Senior Management; exercising his / her duties;
• e
xercise his / her responsibilities in a bona
(ii) Criteria for determining qualifications, positive
fide manner in the interest of the Company;
attributes and independence of a Director;
• d
evote sufficient time and attention to his /
(iii) Remuneration of Directors, KMPs and her professional obligations for informed and
Senior Management; balanced decision making;
• n
ot allow any extraneous considerations
(iv) Principles for retaining, motivating and promoting
that will vitiate his / her exercise of objective
talent and ensuring long term retention of talent
independent judgment in the paramount
and creating competitive advantage.
interest of the Company as a whole, while
concurring in or dissenting from the collective
3. Board Diversity
judgment of the Board in its decision making;
While considering the composition of the Board,
• n
ot abuse his / her position to the detriment
the NRC will take into account the diversity of the
of the Company or its shareholders or other
members of the Board based on a number of factors,
stakeholders or attempt to gain direct or
inter-alia, gender, age, qualifications, nationality,
indirect personal advantage or advantage for
professional experience, recognition, skills and
any associated person;
ability to add value to the business.
• a
void conflict of interest, and in case of any
Subject to the provisions of the Act including apparent situation of conflict of interest,
rules and regulations made thereunder and Listing make appropriate disclosures to the Board;
104
• a
ssist the Company in implementing the best (iv) The appointment of Independent Directors shall
Statutory
Reports corporate governance practices; be formalised by way of letters of appointment
in accordance with the applicable laws and the
• strictly adhere to and monitor legal
Board’s Report
requisite related disclosures in relation to such
compliances at all levels; and
Corporate
appointments made.
Governance • p
rotect confidentiality of the confidential and
Report
proprietary information of the Company. (v) The process for appointment of Independent
Management
Discussion & Directors prescribed under the Act, the Listing
Analysis
(v) In addition, in the case of an Independent Regulations and specifically the procedure
Business Director(s), he/she must also satisfy the criteria set out under Schedule IV of the Act (Code
Responsibility
Report specifically set out under applicable laws for Independent Directors) will be followed.
including the Act and the Listing Regulations. The Board shall also comply with other
applicable laws.
1.2. The KMPs and the Senior Management should
possess the highest integrity and ethical standards 1.2. Removal
and have the requisite qualification and experience The appointment of an Independent Director may be
in any field relevant to and necessary for the terminated at the recommendation of the NRC or by
business of the Company, including but not limited the Board on its own in the event he/she:
to technology, finance, law, public administration,
management, accounting, marketing, production • commits a breach of any of the duties, functions
and human resource. They should also meet the and responsibilities or obligations towards
requirements of the Act, Rules, Listing Regulations the Company or for reasons prescribed
and / or any other applicable laws. under the Act; or
5.
Evaluation of the Board, its Chairman, • compromises independence vis-à-vis the
Individual Directors and Committees of Company in any manner whatsoever which will
the Board have an impact on the criteria of independence.
The evaluation of the Board, its Chairman,
• If he/she becomes prohibited by law or under the
individual directors and committees of the Board
Articles of Association from being an Independent
shall be undertaken in compliance with the
Director of the Company.
provisions of Section 134(3)(p), Section 178 and
Listing Regulations.
7.
Appointment and Removal of Managing
Director, Joint Managing Director,
6.
Appointment and Removal of Non-
Whole-Time Directors, KMPs and Senior
Executive/Independent Directors
Management Personnel
1.1 Appointment
1.1. Appointment
(i) Depending upon the requirements of the
(i) Depending upon the requirements of the
Company, the NRC shall identify from sources
Company for the above positions, the NRC
the Committee considers appropriate and reliable
shall identify persons and recommend their
the persons who meet the requisite criteria and
appointment to the Board including the terms of
recommend their appointment to the Board at
appointment and remuneration.
appropriate times.
(ii) The Board will consider the recommendations of
(ii) The Board will consider the recommendations
NRC and accordingly approve the appointment(s)
of the NRC and accordingly, approve the
and remuneration. The appointment of the
appointment and remuneration of Non-Executive
Managing Director/Joint Managing Director/
and / or Independent Directors, subject to the
Whole-time Directors shall be subject to the
needs of the Company and the approval of
approval of the shareholders.
the shareholders.
(iii) Appointments of other employees will be made
(iii) The appointment process shall be independent
in accordance with the Company’s Human
of the Company management. While selecting
Resource (HR) policy.
persons for appointment as Independent
Directors, the Board shall ensure that there is
1.2. Removal
an appropriate balance of skills, experience and
(i) The appointment of the Managing Director/
knowledge in the Board so as to enable the Board
Joint Managing Director/Whole Time Directors
to discharge its functions and duties effectively.
may be terminated at the recommendation of
105
the NRC or by the Board on its own, if such account past performance and achievements and
Director commits a breach of any of the duties, be in line with market standards. In determining the
functions and responsibilities or obligations or total remuneration, consideration should be given
he/she becomes prohibited by law or under the to the performance of the individual and also to
Articles of Association from being such director the performance of the Company. In both cases,
of the Company. performance is measured against goals/plans
determined beforehand at the commencement of
(ii) The appointment of KMPs/Senior Management a year and well communicated to the individual/
Personnel may be terminated at the the individual holding the management position, as
recommendation of the NRC or by the Board the case may be.
on its own, if the person commits a breach of
any duties, functions and responsibilities or 1.3. The remuneration of the Managing Director/
obligations or for reasons prescribed under the Joint Managing Director/Whole Time Director/
Act or the Listing Regulations or for reasons of KMPs/Senior Management Personnel will
poor performance as measured as the result of include the following:
the performance appraisal process over one or
more years or suffers from any disqualification(s) (i) Salary and allowances - fixed and variable
mentioned in the Act, the Rules or under any besides other Benefits as per Rules contained
other applicable laws, rules and regulations, or in the HR Policy applicable to Senior
breaches the code of conduct and / or policies Management Personnel;
of the Company.
(ii) Retirement benefits including provident fund /
(iii) In respect of employees in other positions, where gratuity / superannuation / leave encashment;
an employee suffers from any disqualification(s)
mentioned in the Act, if any, under any other (iii) Performance linked bonus.
applicable laws, rules and regulations, the code
of conduct and / or policies of the Company, the 1.4. No Sitting Fee shall be payable to the
Management of the Company may terminate the Managing Director/a Whole Time Director for
services of such employee as laid down in the attending meetings of Board or the committees
HR Policy of the Company. constituted by the Board.
(ii) Sitting fee for attending meetings of the Board 1.2. Appraisal will be carried out and award of increments
and committees constituted by the Board; of the KMPs/Senior Management Personnel/other
employees will be determined according to the
(iii) Reimbursement of expenses for participation in prevalent HR Policy and practice of the Company.
the meetings of the Board and other meetings. The NRC will oversee compliance with the process.
Statutory Annexure - 1
Reports
Evaluation Criteria
Board’s Report
Corporate
Governance
Report
1. The evaluation of performance of the Directors of the Company shall be undertaken as under:
Management
Discussion &
Analysis
Business S. No. Provisions of the Act Evaluation of Performance of Performance to be evaluated by
Responsibility
Report A. Section 178(2) Independent Directors Nomination and Remuneration Committee
Non-Independent Directors
B. Section 134(3)(p) read with The Board Board
Schedule IV of the Act Committees of the Board
Independent Directors
Non-Independent Directors
C. Listing Regulations and Non-Independent Directors Independent Directors
Schedule IV of the Act The Board
Chairman of the Company
107
Annexure - C
Annual Report on CSR Activities
3. Average Net Profit of the Company for last 5. Details of CSR spent during the financial
three financial years. year:
verage net profit of the Company for last three financial
A A. Total amount to be spent for the financial year:
years (2015-16, 2016-17 and 2017-18) calculated in The Company had spent ` 1,250.8 million in 2017-18.
accordance with the provisions of the Section 198 of In 2018-19, the Company was able to scale up the
Companies Act, 2013 is ` 76,767 million. CSR spend to ` 1,540.7 million i.e. over two percent
of the average net profit for last three financial years.
4. Prescribed CSR Expenditure (two percent
of the amount as in item No. 3 above) B. Amount unspent: Nil
Two percent of the average net profit for last three
financial years is ` 1,535 million.
108
C. Manner in which the amount spent during the financial year is detailed below:
Statutory
Reports
Road Safety
1. Use of technology to Use of technology Delhi 130 121 - 121 Through
bring behavioural change to bring behavioural implementing
among commuters and change among agency
for reduction in road commuters and
accidents and compliance for reduction in
to traffic rules: road accidents
Traffic Safety and compliance
Management to traffic rules
System (TSMS)
2. Improvement in Improvement in Delhi 40 36.8 0.2 37 Through
licensing system: licensing system implementing
Setting of Automated agency
Driving Test Tracks (ADTT)
3. Promotion of Promotion of Pan India 10 3.4 - 3.4 Through
driving training: driving training implementing
Training professional agency
drivers
4. Train the trainer, Train the Pan India 100 94.9 1.9 96.8 Through
road safety awareness trainer, road implementing
and decongestion safety awareness agency
initiatives: and decongestion
Road safety initiatives
awareness
Contribution to the 20 - 20 Directly
Prime Minister's
National Relief Fund
Total (A) 1,570 1,521.6 10.3 1,531.9
CSR Administrative
Overheads
Common Administrative 30 8.8
Overheads (Salary of staff
and expenditure on training
and capacity building) (B)
Grand Total (A+B) 1,600 1,540.7
* Overheads primarily include transport costs, stationery, refreshments, telecommunication charges etc.
** Administrative overheads include salary, training and capacity building of CSR staff. These expenditures are undertaken
independent of the projects.
6. In case the Company fails to spend the 2% of the Average Net Profit (`) of the last 3 financial
years, the reasons for not spending the amount shall be stated in the Board report.
Not applicable (The Company has spent over 2% of the Average Net Profits of the last 3 financial years in 2018-19).
7. Responsibility statement, of the CSR Committee, that the implementation and monitoring
of CSR Policy, is in compliance with CSR objectives and Policy of the Company duly
signed by Director and Chairperson of the CSR Committee.
The Company has implemented and monitored CSR projects in compliance with CSR objectives and policy
of the Company.
Statutory Annexure - D
Reports
Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of
Board’s Report
the Companies (Accounts) Rules, 2014 and forming part of the Boards’ Report for the year ended
Corporate
31st March, 2019.
Governance
Report
A. Energy Conservation • infrared mapping for thermal losses by
Management
Discussion & infrared camera.
Analysis he Company continued its energy conservation drive
T
Business
with main focus on reducing energy cost and improving • identification of air leakages by ultrasonic
Responsibility efficiency through adoption of new technology and leak detectors.
Report
optimisation of processes thereby reducing operational
• Awareness and training sessions organised
costs. The Company spent ` 44.76 million as capital
on ‘Energy Audits’, ‘ISO 50001’ and ‘Energy
investment towards energy conservation equipment
Conservation Building Code (ECBC)’ for sensitising
which is 2.5 times of the investment done in 2017-18.
and upgrading the knowledge base of personnel
Capital investment towards energy conservation
across Gurugram, Manesar and Rohtak.
equipment and energy saving initiatives at its plants
helped the Company in reducing energy cost.
3. Reliability / process improvement:
Some of the activities carried out during the year
• Renewal of precision air conditioners for IT
towards environment, energy and water conservation are
servers at Manesar.
mentioned as under:
• U
pgradation of multiple thermo-mechanical relay
1. Energy cost reduction: of all generators control panels with advanced
• Commissioning of grid connected 316kWp electronic relay at MPT Casting.
photovoltaic PV solar plant at Manesar.
• Elimination of material rejection in heat treatment
• Increase in usage of low cost grid power through batch furnaces by providing redundancy in
diesel rotary UPS system at Rohtak. electrical power system.
• M
odification of power generation scheme for
4. Safety improvement:
gas turbine no. 3 from (11kV-66kV-11kV) to
• Installation of Earth rite system in high speed diesel
(11kV-11kV) at Gurugram.
(HSD) storage area at Rohtak.
2. Energy conservation: • U
pgrading flux compensating magnetic amplifier
• Installing energy saving variable frequency (FCMA) starters with 40 kA type tested electronic
drive (VFD) on chiller water circulation pumps, soft starter for centrifugal air compressors
ultrafiltration and reverse osmosis spray pumps and (Centac-6) at Manesar.
air compressor at Manesar.
• R
enewal of old pipe rings of hydrant system
• Reduction in electricity and compressed air by covering all areas.
optimisation of air shower time at Paint shops
• Health assessment of chimney structures of
and spray points in hemming machines of Weld
generators at MPT Casting.
shops respectively.
• Installation of alarm and pressure monitoring system
• Efficiency improvement of gas turbine by modification
in natural gas line.
of software to modulate inlet guide vane (IGV) during
low loads (0 to 8 MW) at Gurugram.
5. Water and environment conservation:
• C
yclo drive installation in dough kneader • 74 recharge wells made for rain water
machine at Gurugram. harvesting at Gurugram.
• A
ddition of 300kVAr low tension capacitor bank in • Rain water storage capacity increased by 4699 cubic
MPT for improving power factor of grid supply. meter at Gurugram.
• Replacement of raw water tank pumps with energy • Recycling of used sand from Casting plants at
efficient pumps at Manesar. Gurugram and Manesar.
• Adoption of non-invasive technology instruments for: • R
euse of industrial water for cleaning of magnetic
rods in Paint shops.
• Capturing operating parameters of motors while
running by motor analyzer. • Automatic water sprinkler system for horticulture
area at Gurugram.
• flow measurement of pumps by
ultrasonic flowmeters.
111
B. Research & Development (R&D) technologies for emergency alerts, vehicle tracking,
live vehicle status and preventive maintenance calls.
he Company has always made efforts to modernise the
T
Indian auto industry with Suzuki’s well known product
Environment friendly technologies:
and technology offerings which not only meet customer
• Smart hybrid technology: Suzuki’s next
requirement but are setting the direction for the Indian
generation smart hybrid technology with new
automotive industry. The Company’s engineering
lithium ion battery was introduced in refreshed
is making efforts to identify the appropriate Suzuki
Ciaz. This technology developed by Suzuki, offers
technologies for India, absorb them for Indian conditions
longer service life and contributes to improved fuel
and localise with Indian vendors to provide most cost
efficiency. This technology was extended to 2nd Gen
effective solutions for the Indian customers. This year
Ertiga as well.
marks a quantum leap with introduction of new products
and technologies that are safe, affordable, environment
• Alternate fuel CNG: To further strengthen green
friendly to delight the Indian customer. With the growing
technology footprint in India, the Company launched
customer expectations, the Company has localised
WagonR S (Smart) CNG which comes with factory
and launched products that are fresh in design, high
fitted CNG. The S-CNG technology ensures high
in performance, reliability and are equipped with new
performance with dual electronic control unit
technologies and features.
(ECU) and intelligent-gas port injection technology.
Direct mounted CNG injectors introduced in
In order to strengthen the leadership position in
WagonR contributes in making it the most fuel
Indian passenger car market, the Company launched
efficient CNG car.
Suzuki’s completely new 3rd generation WagonR and
2nd generation Ertiga. Continuing with the success of
• New powertrains: The new and revolutionary 1.5
previous generation models, these products offer next
litre K15 petrol engine, designed by Suzuki and
level experience to our customers. Also, the Company
developed by the Company was introduced in
has refreshed Ciaz in a new avatar with new and
refreshed Ciaz and 2nd Gen Ertiga. Engine portfolio is
advanced K15 petrol and DDiS 225 diesel engines,
further enhanced with the introduction of a new 1.5
Vitara Brezza with auto gear shift (AGS) technology and
litre DDiS 225 diesel engine, designed by Suzuki and
Baleno with new bolder look. These changes echo the
developed by the Company, in refreshed Ciaz which
aspirations of today’s young customer with a perfect
provides the best in class fuel efficiency. This engine
blend of style and class.
can be further upgraded to meet the upcoming
emission challenges.
ontinuing with its commitment to launch environment
C
friendly technologies, this year the Company has
Comfort and convenience:
showcased Electric Vehicles (EV) prototype for the
• Infotainment: The next generation SmartPlay
Indian market and has commenced a nation-wide fleet
Studio Infotainment system has been introduced
testing of fifty EV’s. These vehicles use the electric
in the 3rd Gen WagonR and refreshed Baleno, the
vehicle technology developed by Suzuki and has been
SmartPlay Studio is a 17.78cm (7”) touch screen
produced at the Company’s Gurugram plant.
infotainment system that combines smartphone,
vehicle and cloud-based services to offer a delightful
Technology:
driving experience.
In an effort to enhance customer experience, the
Company introduced many Suzuki technologies in
• Advanced AGS: Suzuki’s revolutionary two-pedal
the area of safety, connectivity, comfort, convenience
technology, Auto Gear Shift, is now being extended
and environment.
to Vitara Brezza. It’s a convenience feature for ease
of driving and reducing fatigue. This technology is
Safety:
one such innovation which has been progressively
• Platform: 2nd Gen Ertiga and 3rd Gen WagonR are
introduced in models line-up and is widely accepted
built on Suzuki’s 5th generation HEARTECT platform.
among customers. With introduction in Vitara Brezza,
The platform increases safety of occupants through
this technology is available in other current models.
effective absorption of impact, dispersion of crash
energy and assures stability. The 2nd Gen Ertiga and 3rd
Focus on safety and emission regulations:
Gen WagonR are compliant for frontal offset impact,
• Safety: To reduce road fatalities for driver, passengers
side impact and pedestrian protection regulations.
and pedestrians, the Government of India has
introduced safety norms such as Frontal, Side Crash
Connected technologies:
and Pedestrian for Indian market. Majority of the
• Telematics: Advanced telematics solution ‘Suzuki
Company’s models comply with the upcoming safety
Connect’ was launched as a genuine accessory.
regulations, well in advance to the official regulation
‘Suzuki Connect’ aims to enhance user convenience
requirement. The Company proactively introduced
and experience through various advanced
safety technologies like anti-lock braking (ABS), seat
112
belt reminder, driver airbag, reverse parking sensor • New styled diamond cut alloy wheel in refreshed
Statutory
Reports system and vehicle tracking system, etc. to meet AIS Ciaz adds to the premium image of the vehicle.
145(safety regulation) and AIS 140(vehicle tracking
Board’s Report
system) regulation. Safety and noise vibration & harshness (NVH):
Corporate
• All new models are equipped with safety features
Governance • Emissions: Currently the Company’s engineering such as dual airbags, high speed warning alert, front
Report
is making all efforts to ensure all the models and seat belt with pre-tensioners and force limiters, ABS
Management
Discussion & powertrain options are upgraded using Suzuki’s with electronic brake force distribution (EBD) and
Analysis
proven technology to meet BS6 regulation well in time. brake assist and reverse parking sensors.
Business
Responsibility
Report With growing mobility in India, there is a need for • For the first time, the Company introduced
practical and feasible solutions that have the potential electronic stability program (ESP) variant in domestic
to reduce fuel consumption and India’s oil import. market. This was introduced in 2nd Gen Ertiga and
Moving in this direction, the Company apart from refreshed Ciaz.
strengthening its CNG presence with factory fitted
CNG models is also looking at technology agnostic • ISOFIX child seat anchorage was a standard
approach which includes focus on launching Suzuki’s fitment in new Ciaz, Ertiga, Baleno and Vitara
hybrid and electric vehicles in India. Brezza. ISOFIX is an International Organisation for
Standardisation standard ISO 13216, which specifies
pecific areas in which R&D has been carried
S the anchoring system for Group 1 child safety seats.
out:
he Company’s efforts to launch latest Suzuki's
T • All the new models complied with offset, side crash
developed technologies and features by technology and pedestrian safety norms.
absorption and localisation has helped in enhancing
value proposition to our customers in the following areas: eight reduction and fuel efficiency
W
improvement:
Comfort and convenience: • The Company has adopted a number of initiatives for
• 2nd Gen Ertiga and 3rd Gen WagonR developed on weight reduction in various system designs.
Suzuki’s wider HEARTECT platform offered roomier
cabin space and improved boot space. • The CNG powered WagonR offering best-in-class
mileage of 33.54km/kg and is available in Lxi variant
• 2nd Gen Ertiga, 3rd Gen WagonR and refreshed of the 1.0 litre engine.
Ciaz came with improved handling performance.
Further, WagonR comes with high mounted gear • Various initiatives taken for improving fuel
shift to improve the ergonomics. efficiency were:
• 2nd Gen Ertiga comes with one-touch fold and • Mechanical loss reduction by using low viscosity
slide system for easy access to 3rd row, air-cooled transmission fluid.
cup holders, bottle holders and accessory
socket in each row. • Adopting low-friction bearings in new design 5
speed manual transmission to reduce mechanical
• Vitara Brezza now has the option of AGS for losses thereby improving fuel efficiency.
enhanced convenience.
• Gear ratio optimisation of 6-speed manual
Improved aesthetics: transmission for better fuel efficiency and
• 3rd Gen WagonR comes with bold exterior design performance in DDiS 225.
having robust body language with wide stance,
muscular side body with flared wheel arches and enefits derived as a result of above R&D
B
projector headlamps. initiative:
• Launched the stylish 2nd Gen Ertiga in a completely
• Refreshed Baleno launched with a sporty and elegant new avatar. It comes with aspirational exterior design
front fascia having wider stance, new grille with and plush dual tone interiors to enrich the lifestyle of
dynamic 3D detailing and new precision cut smoked the ever evolving young Indian customers.
two tone 16” alloy wheels which complements the
elegant character of the model. • Launched the new 3rd Gen WagonR, new WagonR
has a robust body language with a wide stance,
• To enhance the design of Ignis and give it a strong which makes it strikingly attractive to the customers.
road presence, new roof rails offered in its Zeta and
Alpha variants. • Launched refreshed Ciaz which is engineered to
offer class-leading comfort, impactful exteriors, elite
113
interiors, unmatched performance along with an array 2. Benefits derived as a result of above efforts:
of safety and convenience features. The refreshed • Attractive, high quality and value for money products.
Ciaz now comes with new K15 1.5 litre petrol engine
and 1.5 litre diesel DDiS 225 engine which offers an • New technologies at right cost, time and quality.
optimum balance of enhanced performance with
best in class fuel efficiency. • Significant weight reduction in new models relative
to existing models without compromising on safety,
• Introduction of refreshed Baleno with a new bolder performance and durability.
look and Vitara Brezza with AGS which will further
enhance the brand’s appeal. • Improved safety for drivers, passengers
and pedestrians.
• Launched Ignis with new safety features and roof
rails for a distinct look. This updated version is even • High local content in new models leading to lower cost.
more attractive for the premium urban car user.
• Improved fuel efficiency.
• Launched WagonR S (Smart) CNG in Lxi variant of
1.0 litre engine. 3. Technology inducted over last 3 years:
Technology Inducted in 2016-17:
• The Company saved ` 275 million by localisation and • New Suzuki’s 5th generation stronger, safer and
` 2,365 million from implementation of Value Analysis lighter A-platform introduced in Ignis.
/ Value Engineering (VA / VE) concepts.
• “Android auto” extending smartphone connectivity
• Rigorous efforts were also made to localise imported to android users introduced in Ignis.
parts including many high technology parts. This has
helped in reducing material cost as well as de-risking • 1.0 litre booster direct injection turbo charged engine
from foreign exchange fluctuations. launched in Baleno RS.
• The Company has also worked closely with its • Light emitting diodes (LED) projector headlamps with
vendor partners to increase the value of the parts i.e. LED daytime running lamps introduced in Ignis first
higher function at lower cost. in the segment in Indian automotive market.
• Special value enhancement idea generation activities • Advance AGS extended to Swift and Dzire for
jointly carried with vendor partners for reducing cost optimum fuel efficiency and ease of driving.
to provide better value to customers.
• Twin cylinder CNG system introduced in Super Carry.
• Value engineering ideas to achieve quality,
performance and cost targets. Technology Inducted in 2018-19:
• 2nd Gen Ertiga and 3rd Gen WagonR are engineered
• Focus on capturing passenger comfort for Indian and built on Suzuki’s 5th generation HEARTECT
conditions and incorporating the feedback platform. The platform increases safety of occupants
in future models. through effective absorption of impact and dispersion
of crash energy and assures stability.
• Vehicle body design using high tensile material and
new light weight energy efficient structure. • Launched an advanced telematics solution called
‘Suzuki Connect’.
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• Suzuki designed new generation dual battery smart with the introduction of a new 1.5 litre DDiS 225
Statutory
Reports hybrid technology introduced in Ciaz and later diesel engine in Ciaz.
extended to Ertiga as well.
Board’s Report
• New design 6-speed manual transmission with
Corporate
• AGS technology extended to Vitara Brezza for optimised gear ratios introduced for better fuel
Governance optimum fuel efficiency and ease of driving. efficiency and performance in DDiS 225 diesel engine.
Report
Management
Discussion & • ESP technology introduction in Ciaz and Ertiga. • Next generation smartplay studio and smartplay
Analysis
dock infotainment systems have been introduced.
Business • New 1.5 litre K15 petrol engine introduced in Ciaz and
Responsibility
Report 2nd Gen Ertiga. Engine portfolio further strengthened
New Delhi
25th April, 2019
115
Annexure - E
Form No. MR - 3
Secretarial Audit Report
For the financial year ended on 31st March, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
We have conducted the secretarial audit of the compliance (a) The Securities and Exchange Board of India
of the applicable statutory provisions and the adherence (Substantial Acquisition of Shares and Takeovers)
to good corporate practices by Maruti Suzuki India Regulations, 2011 including the provisions
Limited (hereinafter referred as ‘the Company’), having with regard to disclosures and maintenance of
its Registered Office at Plot No.1, Nelson Mandela Road, records required under the said Regulations;
Vasant Kunj, New Delhi - 110070. Secretarial Audit was
conducted in a manner that provided us a reasonable (b) Securities and Exchange Board of India
basis for evaluating the corporate conducts/statutory (Prohibition of Insider Trading) Regulations, 2015;
compliances and expressing our opinion thereon.
(c) The Securities and Exchange Board of India
Based on our verification of the Company’s books, (Issue of Capital and Disclosure Requirements)
papers, minutes books, forms and returns filed and Regulations, 2018 [Not Applicable as the
other records maintained by the Company and also Company has not issued any further share
the information provided by the Company, its officers, capital during the period under review];
agents and authorised representatives during the
conduct of Secretarial Audit, we hereby report that in (d) The Securities and Exchange Board of India
our opinion, the Company has, during the audit period (Share Based Employee Benefits) Regulations,
covering the financial year ended on March 31, 2019, 2014 [Not Applicable as the Company has
complied with the statutory provisions listed hereunder not offered any shares or granted any options
and also that the Company has proper Board processes pursuant to any employee benefit scheme
and compliance mechanism in place to the extent, in the during the period under review];
manner and subject to the reporting made hereinafter:
(e) The Securities and Exchange Board of India
We have examined the books, papers, minute books, (Issue and Listing of Debt Securities) Regulations,
forms and returns filed, and other records maintained by 2008 [Not Applicable as the Company has not
the Company for the financial year ended on March 31, issued and listed any debt securities during
2019 according to the provisions of: the financial year under review];
I. The Companies Act, 2013 (‘the Act’) and the rules (f) The Securities and Exchange Board of India
made thereunder; (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act
II. The Securities Contracts (Regulation) Act, 1956 and dealing with client [Not Applicable as the
(‘SCRA’) and the rules made thereunder; Company is not registered as Registrar to an
Issue and Share Transfer Agent];
III. The Depositories Act, 1996 and the Regulations and
Bye-laws framed thereunder by the Depositories (g) The Securities and Exchange Board of India
with regard to dematerialisation / rematerialisation (Delisting of Equity Shares) Regulations, 2009
of securities and reconciliation of records of [Not Applicable as the Company has not
dematerialised securities with all securities issued delisted/propose to delist its equity shares
by the Company; from any Stock Exchange during the financial
year under review];
IV. Foreign Exchange Management Act, 1999 and the
rules and regulations made thereunder. Further, there h) The Securities and Exchange Board of India
was no transaction of Overseas Direct Investment (Buy Back of Securities) Regulations, 2018 [Not
116
Applicable as the Company has not bought notes on agenda were sent at least seven days in
Statutory
Reports back/propose to buy-back any of its securities advance to all Directors and a system exists for
during the financial year under review]. seeking and obtaining further information and
Board’s Report
clarifications on the agenda items before the meeting
Corporate
VI. Laws specifically applicable to the industry to and for meaningful participation at the meeting.
Governance which the Company belongs, as identified by the
Report
management, that is to say: As per the minutes of the meetings of the Board and
Management
Discussion & Committees of the Board signed by the Chairman, all
Analysis
1. Motor Vehicles Act, 1988 the decisions of the Board were adequately passed
Business and the dissenting members’ views, if any, was
Responsibility
Report 2. The Central Motor Vehicles Rules, 1989 captured and recorded as part of the minutes.
For the compliances of Environmental Laws, Labour As per the records, the Company filed all the forms,
Laws & other General Laws vis-à-vis The Sexual returns, documents and resolutions as were required
Harassment of Women at Workplace (Prevention, to be filed with the Registrar of Companies and other
Prohibition and Redressal) Act, 2013, our examination authorities and all the formalities relating to the same
and reporting is based on the documents, records are in compliance with the Act.
and files as produced and shown to us and the
information and explanations as provided to us, by e further report that on review of the compliance
W
the officers and management of the Company and mechanism established by the Company, we
to the best of our judgment and understanding of are of the opinion that the management has
the applicability of the different enactments upon the adequate systems and processes in the Company
Company, in our opinion there are adequate systems commensurate with the size and operations of the
and processes exist in the Company to monitor and Company to monitor and ensure compliance with
ensure compliance with applicable Environmental applicable laws, rules, regulations and guidelines as
Laws, Labour Laws & other General Laws. the Company has developed comprehensive legal
compliance scheduling and management software
The compliance by the Company of applicable by which specific compliance tasks were assigned
financial laws, like direct and indirect tax laws, has to specified individuals. The software enables in
not been reviewed in this audit since the same have planning and monitoring all compliance activities
been subject to review by the statutory financial across the Company.
auditor and other designated professionals.
We further report that during the audit period
We have also examined compliance with the Company has following specific events/
the applicable clauses of the following: actions having a major bearing on the Company’s
1. Secretarial Standards with respect to Meetings of affairs in pursuance of the above referred laws,
Board of Directors (SS-1) and General Meetings rules, regulations, guidelines, standards etc.
(SS-2) issued by the Institute of Company referred to above:-
Secretaries of India.
1. The Board of Directors in its Board Meeting
2. Securities and Exchange Board of India (Listing held on 27th July, 2018 accorded consent for
Obligations and Disclosure Requirements) incorporation of a joint venture company named
Regulations, 2015. "Bahucharaji Rail Corporation Limited" by
subscribing upto 33% of equity share capital.
During the period under review, the Company has
generally complied with the provisions of the Act, 2. The Board of Directors in its Board Meeting
Rules, Regulations, Guidelines, Standards etc. held on 27th March, 2019 accorded consent for
mentioned above. incorporation of a Joint Venture Company named
"Maruti Suzuki Toyotsu India Private Limited" by
We further report that subscribing upto 50% equity share capital.
The Board of Directors of the Company is constituted
For RMG & Associates
with proper balance of Executive Directors,
Company Secretaries
Non-Executive Directors, Independent Directors and
Woman Director. The changes in the composition
CS Manish Gupta
of the Board of Directors that took place during the
Place : New Delhi Partner
period under review were carried out in compliance
Date : 25th April, 2019 FCS : 5123; C.P. No.: 4095
with the provisions of the Act.
Note: This report is to be read with ‘Annexure I’ attached
Adequate notice(s) were given to all Directors to herewith and forms an integral part of this report.
schedule the Board Meetings, agenda and detailed
117
Annexure - I
To,
The Members
Maruti Suzuki India Limited
Our Secretarial Audit Report for the financial year ended 31st March, 2019 of even date is to be read along
with this letter:
Management’s Responsibility
1. It is the responsibility of management of the Company to maintain secretarial records, devise proper systems to
ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are
adequate and operating effectively.
Auditor’s Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by
the Company with respect to secretarial compliances.
3. We believe that audit evidence and information obtained from the Company’s management is adequate and
appropriate for us to provide a basis for our opinion.
4. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted affairs of the Company.
6. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the Company.
CS Manish Gupta
Place : New Delhi Partner
Date : 25th April, 2019 FCS : 5123; C.P. No.: 4095
Board’s Report
Corporate
Governance
Report
The Company has already laid down the Dividend The Company currently has only one class of shares i.e.
Management
Discussion & Distribution Guidelines (‘Dividend Guidelines’) which equity shares. As and when it proposes to issue any other
Analysis were approved by the Board of Directors of the Company class of shares, the policy shall be modified accordingly.
Business (‘Board’) on 30th October, 2014. The Securities and
Responsibility
Report Exchange Board of India has amended the Securities Dividend guidelines
and Exchange Board of India (Listing Obligations and
Background: Many shareholders have opined that the
Disclosure Requirements) Regulations, 2015 (‘Listing
Company should provide a dividend policy in the interest
Regulations’) under which the Company is required to
of providing greater transparency to the shareholders.
formulate a dividend distribution policy.
The Board, at the time of approving the annual accounts
Pursuant to the aforesaid change in the Listing
in each year, also decides the dividend to be paid to the
Regulations, the Board has approved this Dividend
shareholders depending on the context of business in
Distribution Policy (‘Policy’) of the Company on
that year. A policy stated by the current Board cannot
23rd March, 2017.
be binding on future Board. However, the current Board
can form a guideline on dividend payout in future in the
The Company shall declare and pay dividend in
interest of providing transparency to shareholders.
accordance with the provisions of the Companies Act,
2013, rules made thereunder and Listing Regulations as
Board approval
amended from time to time.
The Board accordingly approved the following guidelines
for dividend payment:
Following points shall be considered while
declaring dividend:
The Company would endeavour to keep the Dividend
payout ratio, except for reasons to be recorded, within
• Consistency with the Dividend Guidelines as laid
the range of 18% to 40%. The actual dividend for each
out by the Board
year would be decided by the Board taking into account
• Sustainability of dividend payout ratio in future the availability of cash, the profit level that year and the
requirements of capital investments.
• Dividend payout ratio of previous years
• Macroeconomic factors and business conditions
Statutory
Table 1: Composition of the Board as on 31st March, 2019
Reports
*No. of
Board’s Report
No. of committee(s) Name of the listed entities
directorship(s)
Corporate S.
Name Category Member Chairperson-
Governance No. In which he/she Category of
Report Public Private (including ship
is a director directorship
Management chairpersonship)
Discussion &
Analysis 1. Mr. R. C. Bhargava Chairman, 4 2 3 1 Dabur India Limited Independent
Business Non- Maruti Suzuki India Non-
Responsibility
Report Executive Limited Executive
Table 2: Board Meeting and AGM Attendance Record of the Directors in 2018-2019
Number of Whether
S. Board Meetings attended last
Name
No. attended (Total AGM (23rd
meetings held: 5 ) August, 2018)
No. of meetings
S.
Name Category Designation attended in 2018 - 2019
No.
(Total meetings held: 7)
The Company Secretary acts as the secretary to the b. Changes, if any, in accounting policies and
audit committee. Wherever required, other Directors and practices and reasons for the same.
members of the management are also invited.
c. Major accounting entries involving estimates
Role based on the exercise of judgment by
The role/terms of reference of the audit committee the management.
include the following:
d. Significant adjustments made in the financial
1. Oversight of the Company’s financial reporting statements arising out of audit findings.
process and the disclosure of its financial information
to ensure that the financial statements are correct, e. Compliance with listing and other legal
sufficient and credible. requirements relating to financial statements.
2. Recommending the appointment, remuneration and f. Disclosure of any related party transactions.
terms of appointment of the auditors of the Company.
g. Qualifications in the draft audit report.
3. Approval of payment to statutory auditors for any
other services rendered by the statutory auditors. 5. Reviewing, with the management, the quarterly
financial statements before submission to the
4. Reviewing, with the management, the annual financial Board for approval.
statements and auditors' report before submission to
the Board for approval, with particular reference to: 6. Reviewing, with the management, the statement
of uses/ application of funds raised through an
a. Matters required to be included in the directors’ issue (public issue, rights issue, preferential issue,
responsibility statement to be included in the etc.), the statement of funds utilised for purposes
Board’s Report in terms of clause (c) sub-section other than those stated in the offer document /
(3) of Section 134 of the Companies Act, 2013. prospectus/ notice and the report submitted by
123
the monitoring agency monitoring the utilisation 15. Reviewing the findings of any internal investigations
of proceeds of a public or rights issue and making by the internal auditors into matters where there is
appropriate recommendations to the Board to take suspected fraud or irregularity or a failure of internal
steps in this matter. control systems of a material nature and reporting
the matter to the Board.
7. Review and monitor the auditors' independence and
performance and effectiveness of the audit process. 16. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
8. Approval of transactions of the Company with well as post audit discussion to ascertain and resolve
related parties and any subsequent modification of any areas of concern.
such transactions.
17. Look into the reasons for substantial defaults, if any,
9. Scrutiny of inter-corporate loans and investments. in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared
10. Valuation of undertakings or assets of the Company, dividends) and creditors.
wherever it is necessary.
18. Review the functioning of the whistle
11. Evaluation of internal financial controls and risk blower mechanism.
evaluation and mitigation systems.
19. Approval of appointment of the Chief Financial
12. Reviewing with the management the performance of Officer after assessing the qualifications, experience,
statutory and internal auditors and adequacy of the background, etc. of the candidate.
internal control systems.
20. Reviewing the utilisation of loans and/ or advances
13. Reviewing the adequacy of the internal audit from/ investment by the holding company in the
function including the structure of the internal audit subsidiary exceeding rupees 100 crore or 10% of
department, staffing and seniority of the official the asset size of the subsidiary, whichever is lower
heading the department, reporting structure, including existing loans/ advances/ investment.
coverage and frequency of internal audit.
21. Carrying out any other function as is mentioned in
14. Discussions with internal auditors of any significant the charter of the audit committee.
findings and follow up there on.
No. of meetings
S.
Name Category Designation attended in 2018 – 2019
No.
(Total meetings held: 3)
The Company Secretary acts as the secretary to NRC. 2. Formulate criteria for evaluation of the performance
of Board, its committees and individual directors to
Terms of Reference be carried out either by the Board, by the NRC or
The role/terms of reference of NRC include the following: by an independent external agency and review its
implementation and compliance.
1. Identify persons who are qualified to become
Directors and who may be appointed in senior 3. Formulate the criteria for determining qualification,
management and recommend to the Board their positive attributes and independence of a Director
appointment and removal. and devising a policy on Board diversity.
124
Remuneration of Directors
Table 5 gives details of the remuneration for the financial year ended 31st March, 2019. The Company did not
advance any loans to any of its Directors in the year under review.
Table 5: Details of Remuneration for the Financial Year ended 31st March, 2019
*The payment of performance linked bonus is subject to the approval of the Board of Directors.
Apart from the above, there were no pecuniary Remuneration of the Non-Executive Directors
transactions between the Company and Directors. Members of the Company had approved the payment of
commission to Non-Executive Directors within the limit
The performance criteria for the purpose of payment of of one percent of the net profits of the Company and
remuneration to the Directors are in accordance with subject to the total payments not exceeding ` 30 million
the Nomination and Remuneration Policy. For details per annum. The criteria for the purpose of determination
on performance evaluation, please refer to the Board’s of the amounts of commission are in accordance with
Report. There is no severance fee. The Company has not the Nomination and Remuneration Policy.
issued any stock options. No employee of the Company
is related to any Director of the Company.
125
No. of meetings
S.
Name Category Designation attended in 2018-2019
No.
(Total meetings held: 3)
Terms of reference
1. To frame the CSR policy and its review from time-to-time.
2. To ensure effective implementation and monitoring of the CSR activities as per the approved policy,
plans and budget.
3. To ensure compliance with the law, rules and regulations governing the CSR and to periodically report to the
Board of Directors.
No. of meetings
S.
Name Category Designation attended in 2018-2019
No.
(Total meetings held:1)
The Company Secretary acts as the secretary to the RMC and Vice President (Corporate Planning) coordinates
its activities.
The risk management department periodically organises reviews of the risk mitigation and implementation plans of
risks with Chairman/top management.
The Company passed three special resolutions in the The Company’s code of conduct has been posted on
annual general meeting held on 23rd August, 2018 i.e. its website www.marutisuzuki.com. The code of conduct
amendment of the Articles of Association, appointment was circulated to all the members of the Board and
127
senior management personnel and they had affirmed stakeholders’ value. To enable certification by CEO/
their compliance with the said code of conduct for the CFO for the financial year 2018-2019, key controls
financial year ended 31st March, 2019. A declaration to over financial reporting were identified and subjected
this effect signed by the Managing Director & CEO of to self-assessment by control owners in the form of
the Company forms part of this report as Annexure - B. completion of self-assessment questionnaires through
a web based online tool called “Controls Manager”.
CEO/ CFO Certification The self-assessments submitted by control owners were
further reviewed and approved by their superiors and the
The Company has institutionalised the framework for
results of the self-assessment process were presented
CEO/CFO certification by establishing a transparent
to the auditors and the audit committee. The whole
“controls self assessment” mechanism, thereby
exercise was carried out in an objective manner to
laying the foundation for development of the best
assess the effectiveness of internal financial controls
corporate governance practices which are vital for a
including controls over financial reporting during the
successful business. It is the Company’s endeavor to
financial year 2018-19.
attain the highest level of governance to enhance the
As required under Regulation 17 of the Listing tasks are assigned to specified employees. The software
Regulations, a certificate duly signed by the Managing enables planning and monitoring of all compliance
Director & CEO and the Chief Financial Officer was activities across the Company.
placed before the Board of Directors at its meeting held
on 25th April, 2019. Code for Prevention of Insider Trading
Practices
Legal Compliance Reporting
The Company has instituted a comprehensive code
The Board periodically reviews reports of compliance of conduct in compliance with the SEBI regulations
with all laws applicable to the Company as well as on prevention of insider trading. The code lays down
steps taken by the Company to rectify instances guidelines, which advise on procedures to be followed
of non-compliances. The Company has developed and disclosures to be made, while dealing in shares
comprehensive legal compliance scheduling and of the Company and cautions on the consequences of
management software by which specific compliance non-compliances.
128
Shareholders’ Information
Means of Communication
Financial results Quarterly, half-yearly and annual financial results are published in ‘The
Hindu-Business Line’, ‘Financial Express’ and in Hindi editions of ‘Jansatta’
and ‘Hindustan’.
Monthly sales/production Monthly sales and production figures are sent to stock exchanges as well as
displayed on the Company’s website www.marutisuzuki.com.
News releases All official news releases are sent to stock exchanges as well as displayed on the
Company’s website www.marutisuzuki.com.
Website The Company’s website www.marutisuzuki.com contains a dedicated segment
called ‘Investors’ where all information needed by members is available including
ECS mandate, nomination form and annual report. The website, inter-alia, also
displays information regarding presentation made to media/ analysts/ institutional
investors, financials, press releases, stock information, shareholding patterns,
details of unclaimed dividend, etc.
Annual report In our endeavour to protect the environment, the Company sent the annual report
for the year 2017-2018 through e-mails to a large number of members who had
registered their e-mail ids with either depository participant (DP) or the Registrar
& Transfer Agent (RTA) or the Company. This also helped the Company in saving
a huge cost towards printing and dispatch.
For those members whose e-mail ids were not registered, the annual report in
physical mode was sent by post to their registered addresses.
BSE Listing Centre & NEAPS All disclosures and communications to BSE Limited (BSE) and National Stock
(NSE Electronic Application Exchange of India Limited (NSE) are filed electronically through BSE Listing
Processing System) Centre and NEAPS.
SCORES (SEBI Complaints The Company supports SCORES by using it as a platform for communication
Redressal System) between SEBI and the Company.
129
Exclusive e-mail id’s for investors Following e-mail ids have been exclusively dedicated for the investors’ queries:
investor@maruti.co.in
einward.ris@karvy.com
Queries relating to annual report may be sent to investor@maruti.co.in and
queries relating to transfer of shares and splitting/ consolidation / remat of shares,
payment of dividend, etc. may be sent to einward.ris@karvy.com
Request to members The members of the Company who are holding shares in demat form are
requested to kindly update their e-mail ids with their depository participants and
those who are holding shares in physical forms kindly get it registered with Karvy
Fintech Pvt. Ltd., the Registrar and Share Transfer Agent of the Company.
Table 11: Monthly High & Low Quotation of the Company’s Equity Share
Statutory
Reports
National Stock Exchange Bombay Stock Exchange
Month
Board’s Report High (`) Low (`) High (`) Low (`)
Corporate
Governance Apr 18 9,350 8,715 9,345 8,721
Report May 18 8,998 8,256 8,994 8,260
Management Jun 18 9,095 8,590 9,098 8,591
Discussion &
Analysis Jul 18 9,929 8,750 9,923 8,760
Business Aug 18 9,588 9,012 9,590 9,015
Responsibility
Report Sept 18 9,119 7,293 9,110 7,301
Oct 18 7,485 6,500 7,500 6,502
Nov 18 7,727 6,600 7,719 6,601
Dec 18 7,950 7,170 7,929 7,162
Jan 19 7,529 6,318 7,525 6,324
Feb 19 7,320 6,653 7,314 6,655
Mar 19 7,232 6,480 7,229 6,484
Chart A
10,000 41,000
40,000
39,000
9,500 38,000
37,000
36,000
9,000 35,000
34,000
33,000
8,500 32,000
31,000
30,000
Maruti Suzuki Share price
8,000 29,000
28,000
27,000
7,500 26,000
Sensex
25,000
24,000
23,000
7,000 22,000
21,000
20,000
6,500 19,000
18,000
17,000
6,000 16,000
15,000
14,000
5,500 13,000
12,000
11,000
5,000 10,000
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19
Website: www.karvyfintech.com
Registrar and Transfer Agent
During the year, the name of the RTA of the Company Share Transfer System
changed from Karvy Computershare Pvt. Ltd. to Karvy
The Company’s shares are transferred in dematerialised
Fintech Private Limited due to the amalgamation of Karvy
form and are traded on the stock exchanges compulsorily
Computershare Pvt. Ltd. with Karvy Fintech Private
in the demat mode. Any request for rematerialisation and
Limited. The details of the RTA are given hereunder:
/ or transfer of shares in physical mode is also attended
within the stipulated time.
Karvy Fintech Private Limited
Karvy Selenium Tower B, Plot 31-32
Shareholding Pattern
Gachibowli, Financial District, Nanakramguda
Hyderabad – 500 032 Table 12 lists the distribution schedule of equity shares
Phone No.: 040- 67162222 of the Company as on 31st March, 2019.
Fax No. : 040-23001153
Toll Free: 1800-345-4001
Mail Id: einward.ris@karvy.com
131
S. No. of No. of
Category % %
No. shareholders shares
Dematerialisation of Shares and Liquidity Non-Executive Chairman. The Company has appointed
separate persons to the post of Chairperson and
As on 31 March, 2019, 99.999% of the Company's total
st
Managing Director.
paid up equity capital representing 302,076,610 equity
shares was held in dematerialised form. The balance
Other Disclosures
0.001% equity representing 3,450 equity shares was
held in physical form. Suzuki Motor Corporation, the The Company has complied with the Regulation 17 to 27
promoter of the Company holds 169,788,440 shares in and Clauses (b) to (i) of Sub-Regulation (2) of Regulation
dematerialised form. 46 of the Listing Regulations.
Pursuant to Section 124 of the Companies Act, 2013 Address for correspondence
read with Investor Education and Protection Fund (IEPF) Investors may please contact for queries related to:
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, 2,154 shares in respect of which dividend had not I. Shares held in dematerialised form
been paid or claimed for seven consecutive years or Their Depository Participant(s)
more were transferred in favour of IEPF Authority.
and/or
Commodity Price Risk or Foreign Exchange Karvy Fintech Private Limited
Risk and Hedging Activities Karvy Selenium Tower B, Plot 31-32
Gachibowli, Financial District, Nanakramguda
Please refer to Annexure - C and Management
Hyderabad – 500 032
Discussion & Analysis for details.
Phone No.: 040-67162222
Fax No. : 040-23001153
Outstanding GDRs/ADRs/Warrants or any
Toll Free: 1800-345-4001
Convertible Instruments, Conversion Date
Mail Id: einward.ris@karvy.com
and Likely Impact on Equity
Website: www.karvyfintech.com
The Company had no outstanding GDRs / ADRs /
warrants or any convertible instruments. II. Shares Held in Physical form
Karvy Fintech Private Limited
Details of Public Funding Obtained in the (at the address given above)
Last Three Years
or
The Company has not obtained any public funding in the
The Company at the following address:
last three years.
Maruti Suzuki India Limited
1, Nelson Mandela Road, Vasant Kunj
Plant Location
New Delhi-110 070
The Company has five plants, two located in Palam Phone No.: (+91)-11-4678 1000
Gurugram Road, Gurugram, Haryana and three located Email Id: investor@maruti.co.in
at Manesar Industrial Town, Gurugram, Haryana. Website: www.marutisuzuki.com
Statutory Annexure - A
Reports
Certificate
Board’s Report
Corporate
[Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the Securities and
Governance Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
Report
Management
Discussion & To,
Analysis
The Members
Business Maruti Suzuki India Limited
Responsibility
Report (CIN: L34103DL1981PLC011375)
Plot No.1, Nelson Mandela Road,
Vasant Kunj, New Delhi-110070
We have examined the relevant registers, records, forms and returns maintained / filed by Maruti Suzuki India
Limited (CIN : L34103DL1981PLC011375) having its Registered Office at Plot No.1, Nelson Mandela Road, Vasant
Kunj, New Delhi-110070 (“hereinafter referred to as the Company”) and notices and disclosures received from the
Directors of the Company and produced before us by the Company for the purpose of issuing this certificate, in
accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) 2015.
In our opinion and to the best of our information and according to the verifications (including verification of Director
Identification Number status at the portal www.mca.gov.in) as considered necessary by us and explanations
furnished to us by the Company, we hereby certify that none of the Directors on the Board of the Company as on
March 31, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other statutory authority.
Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification.
This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
CS Manish Gupta
Place: New Delhi Partner
Date: 25th April, 2019 FCS No.: 5123; C.P. No.: 4095
Annexure - B
Declaration of the Managing Director & CEO
This is to certify that the Company had laid down code of conduct for all the board members and senior management
personnel of the Company and the same is uploaded on its website www.marutisuzuki.com.
Further, certified that the members of the Board of Directors and senior management personnel have affirmed the
compliance with the code applicable to them during the year ended 31st March, 2019.
Kenichi Ayukawa
25th April, 2019 Managing Director & CEO
New Delhi
133
Annexure – C
Commodity price risk or foreign exchange risk and hedging activities
a. Risk Management Policy: The Company has a commodities price risk management and hedge policy. The policy
is attached herewith as Annexure -1.
c. Price movement of commodities are quite volatile in nature and the Company hedges commodity prices (procured
directly or indirectly) to mitigate the risk and protect budgetary level, thus ensuring stable financial performance.
Annexure - 1
Commodities Price Risk Management and Hedge Policy
Due to high volume usage of the above-mentioned The Company shall follow a consistent policy of
commodities in manufacturing cars and very high price mitigating the commodities price risk by undertaking
volatility, which is being witnessed in last couple of following strategies:
years, Company is exposed to severe commodity price
risk directly as well as indirectly. These commodities I. Bundling of commodity sourcing
are either being purchased from suppliers directly at Under this strategy, the Company shall negotiate with
mutually negotiated rates or the price is settled with suppliers bundling its in house requirement with its
suppliers, who manufacture these components for MSIL vendor requirement to get a better price for different
using these commodities, at monthly / quarterly settled commodities based on large consolidated volume.
prices based on prevalent market trends.
II. Bundling of Suzuki Motor Corporation’s
Since these commodities and components are not (SMC) subsidiaries sourcing
purchased under a fixed price contract, the cost of the This strategy allows the Company to bundle the
raw material input is variable. commodity sourcing for the SMC subsidiaries
present in India in order to get better pricing for all
the SMC group companies in India.
134
III. Commodity Grade Standardisation & Hedging for commodities allowed by Reserve Bank of
Statutory
Reports Substitution India (RBI) from time to time (like Aluminum, Copper,
The Company shall undertake grade standardisation Lead, Nickel and Zinc listed on a recognised stock
Board’s Report
across various categories of commodities to the exchange currently allowed) may be done through
Corporate
extent possible like in the case of steel and plastic Authorised Dealer Category- 1 banks specifically
Governance products so as to optimise the costs. authorised by the RBI on a recognised stock exchange.
Report
Management
Discussion & The Company shall also change raw material For hedging of (a) above commodities (i.e., the
Analysis
grades to cheaper grades without affecting commodities allowed for hedging through a recognised
Business product performance e.g. in the case of steel from stock exchange) through Over the Counter (OTC)
Responsibility
Report IF to EDD grade. Market or (b) the commodities, which are not permitted
by RBI, specific approval of RBI shall be taken before
IV. Yield Improvement undertaking any hedge for the same.
The Company shall continuously undertake yield
improvement activities across various commodities 4.0 Permitted Financial Instruments
like in the case of plastic products and electrical
Exchange traded instruments:
components, etc., done so far.
• Futures
V. Commodity price risk hedging
Over the Counter (OTC) instruments:
MSIL shall follow a consistent policy of mitigating
• Forward contracts
commodities price risk by entering into appropriate
hedging instruments as considered necessary from
• Range forward Options
time to time. Depending on the future outlook on
commodity prices, the Company may keep the
5.0 Hedging Ratio
exposures un-hedged or hedge only a part of the
total exposure. A hedging ratio is defined as the total amount hedged
divided by the sum of booked and budgeted/projected
The Company shall not enter into commodity exposures. The hedge ratio for the Company shall
hedging transactions for speculative purposes i.e. normally be subject to following limits:
without any actual/ anticipated underlying exposure.
Auditor's Certificate
Regarding Compliance of Conditions of Corporate Governance
Board’s Report
Corporate
Governance
Report
Overview Domestic Passenger Vehicle Industry Growth
Management
Discussion &
Analysis The year 2018-19 flagged off with promising economic (%)
Business
outlook supported by benign inflation, favourable 9.2
Responsibility interest rates, close to normal rainfall forecast and
Report 7.9
strong global economic growth. In Q1, the Indian 7.2
economy registered a robust growth of 8% which gave
an indication of economic activities returning to near
normal post the GST roll-out. However, the momentum
gained at the start didn’t sustain during the rest of the 3.9
year and the economy faced major challenges leading to
2.7
a slowdown in domestic consumption in the later part of
the year. The pace of global economy also slowed down
and couldn’t provide meaningful support to the Indian
economy. The Government and the RBI undertook a FY'15 FY'16 FY'17 FY'18 FY'19
slew of measures to provide the necessary stimulus Source: SIAM
to the economy.
With the expectation of better economic growth, the
India's GDP Growth Company planned for a double-digit growth for the
financial year 2018-19. Initial few months progressed as
(%)
per the Company’s expectation. The Company was all
8.2 set to enter the festive season by building a shade higher
8.0
inventory based on the previous years’ experience of
stock out of some models.
Contrary to expectations, sales were also impacted in Sourcing hybrid technology from Toyota could free-up the
export markets due to country specific reasons. Company resources to devote them on other priorities.
The year also witnessed adverse commodity prices Combining the global volume of Suzuki and Toyota will
and foreign exchange movement. Due to weak market provide a significant scale and make technology more
situation, the Company could not take adequate price affordable specially for a price-sensitive market like India.
increases to neutralise the increase in input costs.
This partnership is also bringing opportunity to increase
Higher expenditure on marketing and sales promotions sales volume of the Company’s models by selling
did not generate proportionate volume increase as through Toyota Kirloskar Motor India. The Company
demand remained low, impacting the profit margins. is offering Baleno, Vitara Brezza, Ciaz and Ertiga
to Toyota. Automobile industry is highly capital
However, the Company could partially off-set the intensive and requires lots of investments in products,
impact of unfavourable factors by stepping up cost technologies and facilities. For realising adequate return
reduction measures. on investments, increasing volume per model and
per platform is the key. This arrangement will bring in
During the year, the business partnership between incremental volume for the Company and help maximise
Suzuki Motor Corporation and Toyota Motor Corporation volume per model/platform.
(TMC), Japan started taking shape.
Domestic Sales
The Company is likely to benefit immensely from
Passenger Vehicles
this partnership by gaining access to the new-age
The Company strengthened its leadership position
technologies and from the mutual supply of vehicles.
across all the three industry segments - passenger
cars, utility vehicles and vans. The success of models
The Company has always endeavoured to provide clean
launched in the past along with the positive response for
technology in its products. India is at a nascent stage of
all new model launches i.e. Ertiga and WagonR helped it
using clean automotive technologies and the Company
enhance its sales performance.
aims to be a front-runner in providing clean technology
to the mass market. Using hybrid technology is the first
For the second year in a row, five best-selling models in
step in this direction.
India came from the Company.
This partnership with TMC is helping the Company to
The shift in consumer demand towards petrol segment is
gain access to the hybrid technology. If the Company
now even more evident with this segment’s contribution
were to develop this technology on its own, it would
to the passenger vehicle sales going up to 64% during
take considerable time and significant investments.
the year. For the Company, the contribution of petrol
Also, many emission and safety related regulations are
segment in the domestic passenger vehicle sales, during
coming in the near future requiring more resources.
the year, increased to 74.5%, an increase of 3.4%.
Source: SIAM
138
Amid weak market demand with fewer walk-in customers During the year, the Company extended round-the-
Statutory
to the showrooms, the approach of reaching out to clock support to customer vehicles affected by the
Reports
customers plays an important role. With an extensive unfortunate floods in Kerala. Meticulous planning along
Board’s Report
know-how of varied geographies along with the support with all stakeholders helped us enhance our response
Corporate
from all the stakeholders, the Company conducted time during crisis.
Governance relevant events across urban and non-urban markets.
Report
This significantly helped identify the potential customers. Exports
Management
Discussion &
Analysis During the year, many export markets faced economic
Business
MSIL Sales Network and political uncertainties leading to a 13.7% decline
Responsibility in exports of the Company. Particularly, an East Asian
Report ARENA NEXA Commercial Channel
country, a large export market for the Company put a
2,934 sudden embargo on the import of cars. Shipments to some
2,627 310 Latin American markets suffered due to the prevailing
2,312 190 political environment. Restrictions on retail financing and
360
1,947 40 316 market skew towards used cars continued to pose pricing
252 2,264 challenge in some of the African and SAARC countries.
127 2,121
2,020 The Company arrested the decline to a certain extent by
1,820
1,619 enhancing exports to other markets and improving its
service processes in some key markets.
Service
The Company’s service network serves around 18.8
FY'15 FY'16 FY'17 FY'18 FY'19
million customers annually. All efforts of the Company
Source: Company are focused around:
of overall volume and choice of models. To meet this quantify the recoverable and recyclable materials
challenge, the manufacturing operations need to be in its vehicles. The new WagonR is minimum 95%
flexible so that the production can be adjusted according recoverable and 85% recyclable, ahead of regulations in
to the demand scenario. India. Besides commitment to environment protection,
this initiative reinforces the Company’s firm belief in
The Company has increased the use of digital the 3R practices.
technologies in manufacturing processes, preventive
maintenance of machines and installation of new The Company’s Sustainability Report elaborates on the
manufacturing lines. This has led to significant initiatives undertaken in this area.
improvements in eliminating defects and also in cost
reduction. Simultaneously, skills of human capital are Safety
being upgraded to effectively manage the increased
The Company’s vision on Safety is ‘Zero Incident - Zero
deployment of technology, sustain high operational
Human Injury and Zero Fire’. A 3-tier committee under
efficiency and quality.
direct supervision of the MD & CEO is making continual
progress towards the improvement of safety systems
Recently, the Company introduced a system that checks
and compliance to achieve the Company’s safety vision.
the weld quality of almost all the welding spots in a vehicle.
With every near-miss or incident occurrence, root-cause
When it comes to ensuring uninterrupted operations,
analysis is carried out and accordingly theme-based
the Company implemented a self-diagnostics system.
safety improvements are suggested.
This system pre-empts a possible machine breakdown,
thereby aiding preventive maintenance measures for
Quality
improved life and reduced downtime of machines.
During the commissioning of new manufacturing lines, With increasing use of technologies in the vehicle, scale
the Company uses Digital Mock Up (DMU) checks in of operations, product variants and customer expectation
which the manufacturability is checked with respect to about product quality, the complexity of manufacturing
ergonomics for enhanced comfort of workmen. components and vehicles is increasing. This makes
Quality a continuous journey. In order to deliver defect
Conservation of Natural Resources and free products, the Company not only focuses on
Environment Protection excellence in its in-house production processes but also
actively supports suppliers in manufacturing defect free
The principle of 3R (Reduce, Reuse and Recycle) is a
components. Among the many thrust areas to achieve
way of life for the Company. ‘Smaller, fewer, shorter,
world class quality, following areas remain in sharp focus:
lighter and neater’ is the guiding principle based on
which the Company’s operating processes are built.
(a) Strengthening Quality Culture across
Be it continuous enhancement of efficiency in the
Supply Chain
operations or development of highly fuel-efficient cars,
the Company’s commitment to preserve resources is 1. Reinforcement of zero-defect methodology
persistently reinforced. - going beyond six sigma
The Company believes that for the utmost
In a bid to conserve natural resources used in energy customer satisfaction, not a single product
generation, the Company uses heat recovery steam should have any defect. To achieve this, the
generator. The Company is already using solar power Company has taken an initiative to establish
for lighting its manufacturing plants and office areas. zero defect lines at suppliers’ works. During the
Now, the Company has also started using solar year, a series of sensitisation workshops by the
power in manufacturing of cars. During the year, the Company helped workmen at 518 supplier plants
Company commissioned a 312 kWp solar power plant enhance their knowledge and implement best
at its Manesar facility. With this addition, the total solar practices to achieve zero defect production lines.
power used in manufacturing of cars now stands at 1.3
MW. This has further strengthened Company’s power 2. Strengthening quality management systems
generation mix in favour of renewable energy. - adherence to rules
Adherence to defined systems and processes by
Towards environment protection, the Company not only the suppliers continues to be the key focus area
conforms to laws and regulations but also strives to stay and the Company has moved from monitoring
ahead. During the year, the Company voluntarily put in its suppliers to now helping them enhance their
place a globally recognised mechanism for controlling system compliance capabilities.
hazardous substances in its vehicles. With the launch
of new WagonR, the Company has adopted the globally 3. Recurrence prevention - reinforcing the
acclaimed International Material Data Systems (IMDS) culture of identification of root cause
tool in controlling the use of Substance of Concern The Company carefully reviews and assesses
(SoC). Since long, the Company has done away with market and dealer feedback. Prompt and
usage of SoC, and now with IMDS, it will be able to corrective actions are undertaken to prevent
140
recurrence of all issues. The Company has The biggest strength of the Company lies in its healthy
Statutory
established a defect-recurrence-prevention combination of top-down and bottom-up approach
Reports
department to institutionalise the learning and in decision making process towards empowering
Board’s Report
take necessary countermeasures. the employees. A major thrust is laid on the constant
Corporate
two-way communication, free flow of thoughts and
Governance (b) Capability Development mutual growth. Led by the MD & CEO, and enunciated
Report
1. The Company is promoting the development across levels, communication has led to a marked
Management
Discussion & of relevant workmen skills and capabilities change in the labour-management relations in recent
Analysis through the setting up of DOJO training centre years. A calendar for communication ensures two-way
Business at suppliers’ works. The workmen are required to communication with employees across various levels.
Responsibility
Report mandatorily go through off-line training programs
in the centre and they are introduced to the shop The unique strength of Employee-Employer
floor only after acquiring the required skills. Connect
The training is provided in simulated production The Company is a beneficiary of the unique strength it
conditions to equip workmen to do a high-quality enjoys with its human resources. During the year, various
job on the production lines. channels, both digital and non-digital were improvised
to interact better with the employees. A lot of thrust
2. Tool and Die maintenance capability development was given on digitisation of HR processes which led to
enhanced employee experience owing to improved and
The Company has been focusing on improving
faster responsiveness. Employees in turn, raise queries,
Tool and Die maintenance capabilities of plastics
give feedback and participate in different policy and
and sheet metal suppliers for the last three years.
procedural decisions on these platforms.
It has created standard maintenance manuals
containing the best practices for upkeep of tools,
Along with industry-leading benefits, the Company
dies and jigs with periodic assessment done to
since 1989 has launched housing schemes to support
check their condition and ensure quality.
workmen in their efforts to own a house. The Company’s
relentless efforts have benefitted a large part of
(c) Managing Scale and Complexity
workforce. In addition, under the Government’s recent
1. Quality defects start getting evident when sudden
flagship housing scheme program Deen Dayal Awas
production ramp-up of a new model component
Yojana and Pradhan Mantri Awas Yojana, the Company
occurs at the time of mass production. To prevent
has facilitated the entire process right from selecting
the defects, the Company adopted a process
land, negotiating price and appointing real estate firm for
called Peak Production Verification Trial (PPVT).
ensuring quality and timely construction of houses and
In this process, on a trial basis, the production is
also providing housing loan subsidies.
carried out of a new model component at full scale
to see the kind of quality issues that can surface
In April 2018, the Company’s Board also gave its
when mass production starts. Since there is a
in-principle approval for establishing an Employee
sufficient time gap between the trial production
Welfare Fund. Extensive stakeholder consultations were
and the mass production, the suppliers get time
carried during the year to come up with suitable schemes
to take countermeasures. Earlier, PPVT was
to further promote well-being of employees including
done for selected components. Now it has been
social security measures such as post-retirement
extended to all the components.
medical benefits among others. Every year, the Company
will contribute 1% of the Profit-after-Tax of the previous
2. Consolidation of Tier-II Suppliers
year to the fund.
Adequate scale helps suppliers to invest in
enablers which help produce consistent quality. During the year, the Company and its three
Tier-II suppliers have limitation to raise their workmen-unions concluded a three year wage
scale and hence fall short in meeting the desired agreement in a congenial manner, and to the mutual
quality levels. Tier-II supplier consolidation is satisfaction of all.
one of the ways to provide sufficient scale and
achieve consistency in quality. The Company takes care of its employees’ health.
Periodic medical checkups, regular health talks from the
Human Resource experts in the field of medicine are organised. To create
the awareness on health and promote well-being of
Our Philosophy
the employees the Company not only encourages
The Company always strives to promote a safe, healthy
participation in various sporting events held in the
and happy workplace. It creates and instills a culture of
country but also organises marathons exclusively for its
partnership attitude among its employees.
employees. This initiative greatly helps the Company to
engage positively with its employees.
141
For larger connect and welfare of the families of platforms for recruitment. This helps in reaching out to a
employees, the Company has a calendar of events wider talent pool and also reduces hiring cost.
which includes expert career counselling for employees’
children, a gala family day, plant visits for family members During the year, a new digital recruitment system has been
and attractive rewards for innovators. In engaging the implemented to make the entire process more efficient,
families of employees in communication, an in-house transparent and metrics driven. Special emphasis was
magazine and MD & CEO’s messages on special laid on improving the candidate experience through
occasions play an important role. various initiatives such as chat-bots, video interviews
and adopting intuitive and user-friendly processes.
To address any grievance of its workmen including
temporary workforce, the Company has a well-structured The Company is an equal opportunity employer
grievance redressal mechanism. Periodic grievance promoting gender diversity and equality at the
redressal camps are organised to hear the issues of workplace. During the year under review, the Company
workmen, if any, and take actions accordingly. celebrated ‘Gender Diversity and Inclusion’ week thereby
emphasising its importance among the employees.
Talent Acquisition and People Development –
Making the Workforce Future Ready The Company has a structured training, skill development
As the pace of business accelerates amidst an and higher education program for career enhancement
uncertain environment for the automobile industry led and personal growth for each employee. For this, the
by technology and regulatory disruptions, the ability to Company has tied up with some reputed institutions.
react fast to changes and plan human capital needs well For workmen on the shop-floor, the Company provides
in advance is key to competitive advantage. opportunities to pursue a diploma engineering course
at these institutions. Those with a diploma engineer
In talent acquisition, the objective is to improve quality qualification can pursue a degree in engineering.
and consistency of hiring while making the process The Company encourages employees by providing
efficient, robust and scalable at the same time. funds, time and better career opportunities to those
Major thrust has been laid on diversification of sourcing pursuing a higher qualification. During the year, 292
channels by enhancing usage of social networking workmen and diploma engineer employees benefited
from higher education programs.
Source: Company
An in-house educational and training infrastructure, During the year, a total of 70,914 people benefited from
Maruti Suzuki Training Academy (MSTA) plays a varied training initiatives of the Company.
pivotal role in facilitating the identification of skill gaps
and preparing people for future business needs and Horizontal Implementation of Best HR
challenges. The scope of training is extended to all Practices at Supplier Plants
relevant business partners as well. The investments in The Company recognises the importance of sound
capacity and capability building of dealers, suppliers human resource (HR) and industrial Labour relations
and transporter personnel go a long way in enhancing (IR) practices to promote a safe and healthy work
the quality of overall business and customer experience. environment throughout the supply chain. The human
142
capital development of suppliers can only happen if The Company is also working with Indian steel makers
Statutory
the top management of the supplier feels the need to for the development of local high tensile and galvanised
Reports
invest in the same. The Company conducted over 300 steel material to improve indigenisation.
Board’s Report
workshops to sensitise the top management on the
Corporate
need for human capital development and also shared The Company has foreign exchange exposure on
Governance the best practices. Subsequently, onsite assessments of account of import of components. In the last few years,
Report
their plants are conducted to evaluate and identify areas a large portion of this exposure has been reduced with a
Management
Discussion & of improvements. focused approach by adopting various measures such as:
Analysis
Business
Responsibility
Engineering, Research and Development • Project based approach for localisation of high
Report technology parts
Since inception, the Company has internalised a
customer-centric approach both in its strategy and • Launching a new model with maximum possible
organisational culture. Indian customers are very localisation to realise benefits over a longer timeframe.
demanding and desire features of higher price segment
• Localisation of critical functional parts with support
cars at lower price bracket cars. To succeed in such a
of SMC and vendors’ overseas collaborators
market, there is a necessity to design cost engineered
products that not only meet customer expectations but • Enhanced procurement from the Japanese
also create new product and customer segments that suppliers’ transplants in ASEAN region to reduce the
help in garnering larger share of the market and better dependence on Yen.
profitability for the Company. In all this, the role of R&D
The Company continued its localisation drive during
becomes crucial.
the year as well.
In addition to rising customer expectations with regard
Foreign exchange fluctuation affects financial
to vehicle styling, features and technologies, regulations
performance. The Company is preparing an ambitious
are changing rapidly. Both these factors are leading
plan to reduce the import content significantly and
to significant increase in the intensity of R&D efforts.
insulate the financial performance from such fluctuations.
Moreover, as the Indian market is expected to expand
in the near future, more number of products will be
During the year, prices of commodities such as flat steel,
required at a faster pace further burdening the R&D.
plastics, aluminum, precious metals, lead and copper
The Company has been able to remain ahead of the
firmed up. The Company tried to limit the adverse
customer expectations and regulatory requirements and
impact of commodity price increase through better
maintained its market leadership position in the Industry.
negotiation and hedging.
This was made possible with strong support and
commitment of R&D centre of Suzuki Motor Corporation
Every year, the contribution of all employees in cost
Japan which has several decades of experience in
reduction drives and suggestion schemes result in
designing products and technologies. The Company’s
significant cost savings. This participation process is a
in-house R&D function which is gaining design capability
unique example to achieve organisational excellence.
from SMC Japan, is complementing it in development
It demonstrates the oneness with which employees
efforts for some of the new models and also gaining
collectively work towards achieving organisational
capability to design vehicles on its own by obtaining core
goals. During the year, with the help of suggestion
technologies and new age technologies from SMC. It is
scheme ‘Sujhaav Sangrehika’ and cost reduction drive
important to note that acquiring R&D capability to design
‘Sanchaika’, the Company was able to achieve cost
a vehicle independently requires significant time and the
savings to the tune of ` 1,118 million.
Company continues to depend on SMC for a larger part
of product design and development work.
Financial Performance
Key highlights of R&D efforts during FY’19 are discussed The Company registered Net Sales of ` 830,265 million
in detail in Annexure D of the Board’ Report. and Profit after Tax of ` 75,006 million, de-growth of
2.9% over the previous year.
Cost Optimisation
Treasury Operations
The year was marked by adverse commodity price and
foreign exchange rates impacting the profitability of the The Company has efficiently managed its surplus
Company. In order to reduce the adverse impact of rise in funds through careful treasury operations. The guiding
input costs, several cost reduction programs continued principle of the Company’s treasury investments is safety
throughout the year. These include localisation of direct and prudence. In view of this, the Company invested
and indirect imports, value engineering and value its surplus funds in debt schemes of mutual funds.
analysis, yield improvement and sharing of scale benefit This has enabled the Company to earn reasonable and
with suppliers. stable returns.
143
1 Volumes (Nos.)
Domestic 1,753,700 1,653,500 6.1%
Export 108,749 126,074 (13.7)%
Total 1,862,449 1,779,574 4.7%
2 Gross Sale of Products 830,265 803,365
Vehicles 747,715 731,314
Spare parts/ dies and moulds/ components 82,550 72,051
3 Excise duty - 22,317
4 Net sales (2-3) 830,265 781,048
5 Other operating revenue 29,938 16,579
6 Other income 25,610 20,455
7 Total revenue (4+5+6) 885,813 818,082 8.3%
8 Consumption of raw materials, components and traded goods 601,321 548,759
9 Employee benefit expenses 32,549 28,338
10 Finance Costs 758 3,457
11 Depreciation and amortisation 30,189 27,579
12 Other expenses 116,340 99,915
13 Total expenses 781,157 708,048 10.3%
14 Profit before tax (7-13) 104,656 110,034 (4.9%)
15 Current tax 29,323 33,495
16 Deferred tax 327 (679)
17 Profit after tax (14-15-16) 75,006 77,218 (2.9%)
Table 3 lists the investment of surplus funds while Table the Company digitised a host of internal processes for
Statutory
4 lists the return on these surplus funds. employees with an intent to further improve engagement,
Reports
productivity and satisfaction. Institutionalising a
Board’s Report
Table 3: Investment of Surplus Funds framework to capture organisational learning was
Corporate
(` in million) another important initiative taken during the year that
Governance will help the Company build on its experience in a much
Report
31-03-19 31-03-18 more efficient manner.
Management
Discussion &
Analysis Debt Mutual Fund 354,810 340,820
The Company is also actively pursuing the use of new
Business age technologies. Deploying platform solutions based on
Responsibility Table 4: Income from Investment of Surplus
Report Internet of Things (IoT) technology is one such example.
Fund
The platform is capable of capturing real-time machine
(` in million)
parameters and production data. It is helping the
Company with increased overall equipment efficiency,
31-03-19 31-03-18
improved predictive maintenance, and enhanced safety.
Interest 168 6 By using advanced data analytics, the Company is
on fixed deposits empowering business leaders with quick and efficient
Net Gain on sale 1,601 964 decision making. At the same time predictive and
of investment in artificial intelligence is making the Company find ways to
debt mutual funds improve business efficiencies.
Fair Value gain 22,681 18,612
on investment in Logistics
debt mutual funds
Amidst increasing spread and volume of logistics
Total 24,450 19,582
operations, the Company’s focus is on ensuring
fleet movement to be safe, fast, cost-effective and
Foreign Exchange Risk Management
environment friendly. Key initiatives, helping us meet the
The Company is exposed to the risks associated with stated objective are:
fluctuations in foreign exchange rates mainly on import
of components, raw materials, royalty payments and Telematics Solutions
export of vehicles. The Company has a well-structured Most of the car carriers have been integrated with
exchange risk management policy. The Company GPS devices for real time tracking. In 2018-19, the
manages its exchange risk by using appropriate hedge Company saved ` 194.6 million on account of route
instruments depending on market conditions and the optimisation which also resulted in faster delivery of
view on currency. vehicles. Each GPS device comes with a voice-box
to give proactive and timely alerts to the driver before
Internal Controls and Adequacy entering accident prone zones. It is also an extremely
effective tool to give real-time feedback to the driver
The Company has a proper and adequate system of
in the event of harsh manoeuvring or over-speeding,
internal control to ensure that all assets are safeguarded
thereby, helping inculcate safe driving habits among the
and protected against loss from unauthorised use or
driver community.
disposition, and that all transactions are authorised,
recorded and reported correctly. The internal control
Integrated Digital Platform
system is designed to ensure that financial and other
The Company closely tracks the Key Performance
records are reliable for preparing financial information
Indicators (KPIs) of all service providers. Some of the
and other data, and for maintaining accountability of
standardised KPIs include in-transit delay, en-route
assets. The internal control system is supplemented
stoppages other than pit-stops, route deviation, daily
by an extensive program of internal audits, reviews by
running of trucks, loading and unloading time among
management, and documented policies, guidelines
others. On observing any deviation against the set KPIs,
and procedures.
an exception ticket is generated and the team gets in
touch with the relevant stakeholder to immediately
Information Technology
resolve the issues.
To harness the full potential of ever-increasing digital
adoption, the Company has embarked on a digital Regional Stockyard
transformation journey. The objective is to rethink every During the year, the Company started operations at
aspect of the organisation and come up with tailor-made its third regional stockyard in Siliguri that now handles
solutions to further improve customer experience dispatches for North-Eastern states. The two other
and process efficiencies. It started with CRM system regional stockyards are in Bengaluru and Nagpur to
modernisation that will, once completed, set new timely serve the southern and central region respectively.
benchmarks in customer experience. During the year,
145
Enhancing Multi-modal Dispatches In order to tap the growth opportunity going ahead, it
Rail continues to be among the fastest and the most is imperative for the Company to groom its employees
economical modes of transport along with benefit of and create a talent pool. Accordingly, the Company has
reduced carbon footprint and delivery time. During the put a systematic succession planning process in place
year more rakes and destinations were added. The year to create a talent pipeline.
witnessed a growth of 40.7% in vehicles dispatch using
rail model. As a result, CO2 emissions reduced by 1,258 Outlook
MT. The Company is actively pursuing opportunities to
Auto industry will witness several regulations in the
come up with in-plant sidings at Manesar and Gujarat
year 2019-20. Introduction of Anti-lock-braking system
plant to further enhance volumes and operational
(ABS) and implementation of second phase of safety
efficiency of despatches.
regulations are among major ones. Though BS-VI
regulation is coming into effect from 1st April 2020, it
Risk Management
will be applicable on registration of vehicles and not on
Over the past several years the Company has made production. This means, BS-IV spec vehicles cannot be
conscious and concerted efforts to counter the threat of sold from 1st April 2020 and any unsold inventory beyond
cyber security to its business. It has invested in Security 1st April would be of no use. A careful volume planning
Operations Center (SOC) to detect any IT security needs to be done in such a scenario.
incident. Sandboxing technology has been put in place
to ensure proactive malware detection and containment. Further, all three major regulations will come into
As a measure against rapidly emerging cyber threats, the effective simultaneously in the financial year 2019-20.
frequency of the Vulnerability Assessment/Penetration These regulations would lead to increase in prices
Testing (VA/PT) has been increased from once to twice may affect the demand specially of price sensitive
a year. Periodic trainings are conducted for internal IT entry level cars.
teams to equip them with knowledge and techniques to
identify and respond against any cyber security incident. It is also interesting to see how the customers will respond
Regular user awareness programs are also organised to to the change in regulations. There may be a chance that
sensitise users on phishing attacks. customers may advance the purchase of the vehicles
in anticipation of a price increase. On the other side,
The Company continued efforts to identify and improve customers might prefer technologically superior vehicles
on potential sources of risk that could disrupt business which may not alter the pace of buying. Overall, the year
continuity. Among the various potential sources of 2019-20 appears to be an unpredictable year.
disruptions identified, greater emphasis was given to
address the issues pertaining to fire safety. On the economic growth for 2019-20, most of the credible
national and international research agencies have
In the recent past, the Company has implemented revised down their growth forecast. Instead of any sharp
various preventive measures including some of the recovery, the economy is expected to gather a gradual
best practices of SMC, Japan related to fire safety. momentum from the current state. Concerns over a global
The scope of fire safety has been extended to the economic slowdown are growing. On the positive side,
suppliers’ operations also. The Company has started however, easing of interest rate, public spending in rural
safety assessment of its suppliers with a special focus areas and increase in disposable incomes of households
on fire safety assessment. Suppliers are re-audited to due to tax benefits augur well for the economy.
judge their preparedness and provided guidance on
improvements to prevent fire accidents. Disclaimer
Statements in this Management Discussions and
After disruption at a supplier’s facility due to water
Analysis describing the Company's objectives,
logging, the Company has increased its focus on such
projections, estimates and expectations are categorised
issues and identified suppliers vulnerable to such
as 'forward looking statements' within the meaning of
problems. Adequate risk mitigation measures are
applicable laws and regulations. Actual results may
being undertaken.
differ substantially or materially from those expressed
or implied. Important developments that could affect the
The Company also carries out a comprehensive supplier
Company's operations include trends in the domestic
assessment to identify the weak areas with an objective to
auto industry, competition, rise in input costs, exchange
improve suppliers’ capability. Risks get identified during
rate fluctuations, and significant changes in the political
assessments and appropriate mitigation measures are
and economic environment in India, environmental
then taken with a time bound action plan.
standards, tax laws, litigation and labour relations.
146
Statutory
Business Responsibility Report
Reports
Board’s Report
Corporate
Governance
Report
Section A: General Information about the Company
Management
Discussion &
Analysis
1. Corporate Identification Number L34103DL1981PLC011375
Business
Responsibility (CIN) of the Company
Report
2. Name of the Company Maruti Suzuki India Limited
3. Registered address 1, Nelson Mandela Road, Vasant Kunj, New Delhi-110070
4. Website www.marutisuzuki.com
5. E-mail Id investor@maruti.co.in
6. Financial year reported 2018-19
7. Sector(s) that the Company is engaged in Automobile
8. List three key products/services that the 1. Passenger Vehicles (PV)
Company manufactures/ provides (as 2. Multi-Utility Vehicles (MUV)
in balance sheet) 3. Multi-Purpose Vehicles (MPV)
9. Total number of locations where business activity is undertaken by the Company
Number of international locations Nil
Number of national locations • 2 Manufacturing facilities at Gurugram and Manesar (Haryana)
• 1 Research & Development (R&D) facility at Rohtak (Haryana)
• 3 Sales & Distribution (S&D) facilities at Gurugram (Haryana),
Manesar (Haryana) and Hansalpur (Gujarat)
• 3 Stockyards at Siliguri (West Bengal), Bengaluru (Karnataka) and
Nagpur (Maharashtra)
• 1 Service facility at Naraina, New Delhi
• Head Office in New Delhi
• Regional Offices, Area Offices and Zonal Offices across India
10. Markets served by the Company - Local/ Domestic: Across India
State/National/International International: Europe, Africa, Asia, Oceania and Latin America
Principle 1 Businesses should conduct and govern themselves with ethics, transparency and accountability
Principle 2 Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life-cycle
Principle 3 Businesses should promote the well-being of all employees
Principle 4 Businesses should respect the interests of and be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and marginalised
Principle 5 Businesses should respect and promote human rights
Principle 6 Business should respect, protect and make efforts to restore the environment
Principle 7 Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner
Principle 8 Businesses should support inclusive growth and equitable development
Principle 9 Businesses should engage with and provide value to their customers and consumers in a
responsible manner
P P P P P P P P P
Questions
1 2 3 4 5 6 7 8 9
Statutory P P P P P P P P P
Questions
Reports 1 2 3 4 5 6 7 8 9
(ii) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
* The Company does not have a standalone Human Rights policy. Aspects of human rights, such as child labour, occupational
health and safety and non-discrimination are covered in its various Human Resource policies.
** The Company does not have a standalone advocacy policy. For advocacy on policies related to the automobile industry,
the Company engages with industry associations and expert agencies.
3. Governance related to BR
(i) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR
performance of the Company.
The Company’s top management along with the Managing Director reviews the Company’s financial and
non-financial performance on a monthly basis through Business Review Meetings (BRM).
(ii) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report?
How frequently is it published?
Till 2017-18, the Company had been disclosing its sustainability related performance through Sustainability
Report, as part of its Annual Report. This year, the Company has published an Integrated Report prepared in
alignment with the <IR> Framework developed by the International Integrated Reporting Council (IIRC).
Principle 1:
1. Coverage of ethics, bribery and corruption policy Code of business conduct and ethics 43
2. Details of stakeholder complaints received and Prevention of sexual harassment, 43
resolved in FY 2018-19 Whistle blower mechanism
149
Principle 2:
1. Products or services whose design has incorporated Fuel-efficiency, Vehicle safety, 46,48,49,50
social or environmental concerns, risks and/ Reducing product emissions,
or opportunities End-of-Life Vehicle management
2. Use of resources (energy, water, raw material etc.) for Raw material use and recycling, 63,64,66
manufacturing the product Energy and emissions management,
Water and wastewater management
3. Procedures in place for sustainable sourcing (including Working with suppliers, 53,64
transportation) Energy and emissions management
4. Procuring from and capacity building of small Working with suppliers 53
and local vendors
5. Mechanism to recycle products and waste and End-of-Life Vehicle management, 50,63,66,67
percentage of recycled products and waste Li-ion battery recycling,
Raw material use and recycling,
Water and wastewater management,
Waste management
Principle 3:
1. Total workforce and categorisation by gender, physical Workforce 59
disability, contract type etc.
2. Details of employee association(s) recognised by Industrial relations 60
management and percentage of employees covered by
these association(s)
3. Complaints on child labour, forced labour, involuntary Code of business conduct and ethics, 43
labour and sexual harassment received and resolved Prevention of sexual harassment,
Respecting human rights
4. Skill up-gradation and safety training Learning and development, 54,55,58,59
Safety communication and training,
Training of suppliers,
Training of dealers
Principle 4:
1. Identification and mapping of internal and Stakeholder engagement 32
external stakeholders
2. Identification and engagement with disadvantaged, Corporate social responsibility 68
marginalised and vulnerable stakeholders
Principle 5:
1. Coverage of human rights policy Code of business conduct and ethics, 43
Respecting human rights
2. Complaints received and resolved in the FY 2018-19 Prevention of sexual harassment, 43
Whistle blower mechanism,
Respecting human rights
Principe 6:
1. Coverage of environmental policy Resource use and management 63
2. Company’s policy/strategy/initiatives to address Product innovation and stewardship, 45,54,63
global environmental issues such as climate change Green procurement,
and initiatives on clean technology, energy efficiency, Resource use and management
renewable energy, Clean Development Mechanism etc.
3. Identification and assessment of environmental risks Resource use and management 63
4. Compliance with CPCB/SBCB norms Compliance management 43
Principle 7:
1. Status of membership of any trade and Policy advocacy practices 44
chamber or association
2. Advocacy through any trade and chamber or association Policy advocacy practices 44
for advancement or improvement of public good
Principle 8:
1. Details of the Company’s community development Corporate social responsibility 68
initiatives including impact assessment
2. Mode of undertaking programmes/ projects Corporate social responsibility 68
3. Financial contribution towards community Corporate social responsibility 68
development projects
Principe 9:
1. Consumer cases pending Compliance management 43
2. Cases filed by stakeholders against the Company Compliance management 43
regarding unfair trade practices, irresponsible advertising
and/or anticompetitive behaviour and cases resolved
3. Display of product information Customer engagement and support 51
4. Consumer surveys undertaken Customer engagement and support 51
Financial
Statements
Standalone Financial Statements 152
Information Other than the Financial are free from material misstatement, whether due to
Statements and Auditor’s Report Thereon fraud or error.
The Company’s Board of Directors is responsible for
the preparation of the other information. The other In preparing the standalone financial statements,
information comprises the information included in management is responsible for assessing the Company’s
the Management Discussion and Analysis, Board’s ability to continue as a going concern, disclosing, as
Report including Annexures to Board’s report, Business applicable, matters related to going concern and using the
Responsibility Report and Corporate Governance going concern basis of accounting unless management
Report, but does not include the standalone financial either intends to liquidate the Company or to cease
statements and our auditor’s report thereon. operations, or has no realistic alternative but to do so.
Our opinion on the standalone financial statements does The Board of Directors are also responsible for
not cover the other information and we do not express overseeing the Company’s financial reporting process.
any form of assurance conclusion thereon.
Auditor’s Responsibility for the Audit of the
In connection with our audit of the standalone financial Standalone Financial Statements
statements, our responsibility is to read the other Our objectives are to obtain reasonable assurance
information and, in doing so, consider whether the other about whether the standalone financial statements as a
information is materially inconsistent with the standalone whole are free from material misstatement, whether due
financial statements or our knowledge obtained during to fraud or error, and to issue an auditor’s report that
the course of our audit or otherwise appears to be includes our opinion. Reasonable assurance is a high
materially misstated. level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
If, based on the work we have performed, we conclude material misstatement when it exists. Misstatements can
that there is a material misstatement of this other arise from fraud or error and are considered material if,
information, we are required to report that fact. We have individually or in the aggregate, they could reasonably
nothing to report in this regard. be expected to influence the economic decisions
of users taken on the basis of these standalone
Management’s Responsibility for the financial statements.
Standalone Financial Statements
The Company’s Board of Directors is responsible for the As part of an audit in accordance with SAs, we exercise
matters stated in section 134(5) of the Act with respect to professional judgment and maintain professional
the preparation of these standalone financial statements skepticism throughout the audit. We also:
that give a true and fair view of the financial position,
financial performance including other comprehensive • Identify and assess the risks of material misstatement
income, cash flows and changes in equity of the Company of the standalone financial statements, whether due
in accordance with the Ind AS and other accounting to fraud or error, design and perform audit procedures
principles generally accepted in India. This responsibility responsive to those risks, and obtain audit evidence
also includes maintenance of adequate accounting that is sufficient and appropriate to provide a basis
records in accordance with the provisions of the Act for our opinion. The risk of not detecting a material
for safeguarding the assets of the Company and for misstatement resulting from fraud is higher than for
preventing and detecting frauds and other irregularities; one resulting from error, as fraud may involve collusion,
selection and application of appropriate accounting forgery, intentional omissions, misrepresentations, or the
policies; making judgments and estimates that are override of internal control.
reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, • Obtain an understanding of internal financial control
that were operating effectively for ensuring the accuracy relevant to the audit in order to design audit procedures
and completeness of the accounting records, relevant that are appropriate in the circumstances. Under section
to the preparation and presentation of the standalone 143(3)(i) of the Act, we are also responsible for expressing
financial statements that give a true and fair view and our opinion on whether the Company has adequate
154
internal financial controls system in place and the From the matters communicated with those charged with
Financial
Statements operating effectiveness of such controls. governance, we determine those matters that were of
Standalone
most significance in the audit of the standalone financial
Independent
• Evaluate the appropriateness of accounting policies statements of the current period and are therefore the
Auditor’s Report used and the reasonableness of accounting estimates key audit matters. We describe these matters in our
Balance Sheet and related disclosures made by the management. auditor’s report unless law or regulation precludes public
Statement of disclosure about the matter or when, in extremely rare
Profit and Loss
Statement of
• Conclude on the appropriateness of management’s circumstances, we determine that a matter should not
Changes in use of the going concern basis of accounting and, based be communicated in our report because the adverse
Equity
on the audit evidence obtained, whether a material consequences of doing so would reasonably be
Cash Flow
Statement uncertainty exists related to events or conditions that expected to outweigh the public interest benefits of
Notes may cast significant doubt on the Company’s ability to such communication.
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention Report on Other Legal and Regulatory
in our auditor’s report to the related disclosures in the Requirements
standalone financial statements or, if such disclosures 1. As required by Section 143(3) of the Act, based on
are inadequate, to modify our opinion. Our conclusions our audit, we report that:
are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or a) We have sought and obtained all the information and
conditions may cause the Company to cease to continue explanations which to the best of our knowledge and
as a going concern. belief were necessary for the purposes of our audit.
• Evaluate the overall presentation, structure and b) In our opinion, proper books of account as required
content of the standalone financial statements, including by law have been kept by the Company so far as it
the disclosures, and whether the standalone financial appears from our examination of those books.
statements represent the underlying transactions and
events in a manner that achieves fair presentation. c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income, the Cash
Materiality is the magnitude of misstatements in the Flow Statement and Statement of Changes in Equity
standalone financial statements that, individually or dealt with by this Report are in agreement with the
in aggregate, makes it probable that the economic books of account.
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced. d) In our opinion, the aforesaid standalone financial
We consider quantitative materiality and qualitative statements comply with the Indian Accounting Standards
factors in (i) planning the scope of our audit work and in specified under Section 133 of the Act.
evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the standalone e) On the basis of the written representations received
financial statements. from the directors as on 31 March, 2019 taken on record
by the Board of Directors, none of the directors is
We communicate with those charged with governance disqualified as on 31 March, 2019 from being appointed
regarding, among other matters, the planned scope as a director in terms of Section 164(2) of the Act.
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control f) With respect to the adequacy of the internal financial
that we identify during our audit. controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our
We also provide those charged with governance separate Report in “Annexure A”. Our report expresses
with a statement that we have complied with relevant an unmodified opinion on the adequacy and operating
ethical requirements regarding independence, and to effectiveness of the Company’s internal financial controls
communicate with them all relationships and other over financial reporting.
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
155
g) With respect to the other matters to be included in foreseeable losses, if any, on long-term contracts
the Auditor’s Report in accordance with the requirements including derivative contracts.
of section 197(16) of the Act, as amended,
iii. There has been no delay in transferring amounts,
In our opinion and to the best of our information required to be transferred, to the Investor Education and
and according to the explanations given to us, the Protection Fund by the Company. Refer to note 16 to
remuneration paid by the Company to its directors standalone financial statements.
during the year is in accordance with the provisions of
section 197 of the Act. 2. As required by the Companies (Auditor’s Report)
Order, 2016 (“the Order”) issued by the Central
h) With respect to the other matters to be included Government in terms of Section 143(11) of the Act,
in the Auditor’s Report in accordance with Rule 11 of we give in “Annexure B” a statement on the matters
the Companies (Audit and Auditors) Rules, 2014, as specified in paragraphs 3 and 4 of the Order.
amended in our opinion and to the best of our information
and according to the explanations given to us: For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
i. The Company has disclosed the impact of pending (Firm’s Registration No. 117366W/W-100018)
litigations on its financial position in its standalone
financial statements – Refer to note 38 to standalone Jitendra Agarwal
financial statements. Place: New Delhi Partner
Date: 25th April, 2019 (Membership No. 87104)
ii. The Company has made provision, as required under
the applicable law or accounting standards, for material
156
the internal financial control over financial reporting may reporting established by the Company considering the
become inadequate because of changes in conditions, essential components of internal control stated in the
or that the degree of compliance with the policies or Guidance Note on Audit of Internal Financial Controls
procedures may deteriorate. Over Financial Reporting issued by the Institute of
Chartered Accountants of India”.
Opinion
In our opinion, to the best of our information and For DELOITTE HASKINS & SELLS LLP
according to the explanations given to us, the Company Chartered Accountants
has, in all material respects, an adequate internal (Firm’s Registration No. 117366W/W-100018)
financial controls system over financial reporting and
such internal financial controls over financial reporting Jitendra Agarwal
were operating effectively as at 31 March, 2019, based Place: New Delhi Partner
on “the criteria for internal financial control over financial Date: 25th April, 2019 (Membership No. 87104)
158
Details of dues of Income-tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Excise Duty which have not
been deposited as on 31 March, 2019 on account of disputes are given below:
Period to which
the amount Amount
Nature of Amount*
Name of the Statute Forum where Dispute is pending relates (various unpaid
the Dues (` in million)
years covering (` in million)
the period)
Income Tax Act, 1961 Income Tax Supreme Court 1993-2011 5,402 5,369
High Court 1993-2009 6,458 5,262
Income Tax Appellate Tribunal 2003-2012 61,985 58,397
(ITAT)
Upto Commissioner (Appeals) 2007-2019 36 36
Wealth tax Wealth tax High Court 1997-1998 1 -
Act, 1957
The Central Excise Duty Customs, Excise & Service Tax 2002-2017 14,834 12,669
Excise Act, 1944 Appellate Tribunal (CESTAT)
The Finance Act, 1994 Service Tax Supreme Court 2010-2011 37 15
High Court 2013-2015 7 4
Customs, Excise & Service Tax 2003-2017 4,420 4,217
Appellate Tribunal (CESTAT)
Upto Commissioner (Appeals) 2015-2017 2 2
Customs Act, 1962 Customs Duty Commissioner Customs 1991-2014 51 51
Sales Tax Laws Haryana General Assessing Authority 1984-1989 4 3
Sales Tax Act
Central Commissioner Appeals 2013-2015 6 -
sales tax(Gujarat)
* amount as per demand orders including interest and penalty wherever quantified in the Order.
(viii) In our opinion and according to the information and with Section 177 and 188 of the Companies Act, 2013,
explanations given to us, the Company has not defaulted for all transactions with the related parties and the
in the repayment of loans or borrowings to banks. details of related party transactions have been disclosed
The Company has neither taken any loans or borrowings in the standalone financial statements as required by the
from financial institutions or government nor issued any applicable accounting standards.
debentures during the year.
(xiv) During the year the Company has not made any
(ix) The Company has not raised moneys by way of preferential allotment or private placement of shares
initial public offer or further public offer (including debt or fully or partly convertible debentures and hence
instruments) or term loans and hence reporting under reporting under clause (xiv) of the Order is not applicable
clause (ix) of the Order is not applicable. to the Company.
(x) To the best of our knowledge and according to the (xv) In our opinion and according to the information and
information and explanations given to us, no fraud by explanations given to us, during the year the Company
the Company and no material fraud on the Company by has not entered into any non-cash transactions with
its officers or employees has been noticed or reported its directors or directors of its holding, subsidiary or
during the year. associate company or persons connected with them and
hence provisions of section 192 of the Companies Act,
(xi) In our opinion and according to the information 2013 are not applicable.
and explanations given to us, the Company has paid
/ provided managerial remuneration in accordance (xvi) The Company is not required to be registered under
with the requisite approvals mandated by the section 45-IA of the Reserve Bank of India Act, 1934
provisions of section 197 read with Schedule V to the
Companies Act, 2013. For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(xii) The Company is not a Nidhi Company and hence (Firm’s Registration No. 117366W/W-100018)
reporting under clause (xii) of the Order is not applicable.
Jitendra Agarwal
(xiii) In our opinion and according to the information and Place: New Delhi Partner
explanations given to us, the Company is in compliance Date: 25th April, 2019 (Membership No. 87104)
160
b. Other equity
Items of other
Reserves and Surplus
comprehensive income
Balance at April 01, 2017 9,153 4,241 29,309 313,189 - - 6,909 - 362,801
Profit for the year - - - 77,218 - - - - 77,218
Other comprehensive income - - - (131) - - 3,444 (1) 3,312
for the year, net of income tax
Total comprehensive - - - 77,087 - - 3,444 (1) 80,530
income for the year
Payment of dividend - - - (22,656) - - - - (22,656)
Tax on Dividend - - - (4,612) - - - - (4,612)
Balance at March 31, 2018 9,153 4,241 29,309 363,008 - - 10,353 (1) 416,063
Profit for the year - - - 75,006 - - - - 75,006
Other comprehensive income - - - (284) - - (1,747) 1 (2,030)
for the year, net of income tax
Total comprehensive - - - 74,722 - - (1,747) 1 72,976
income for the year
Payment of dividend - - - (24,166) - - - - (24,166)
Tax on Dividend - - - (4,968) - - - - (4,968)
Employee Welfare Fund - - - (772) 772 - - - -
Scientific Research Fund - - - (772) - 772 - - -
Income on funds earmarked - - - (36) 36 - - - -
for Employee welfare fund
Balance at March 31, 2019 9,153 4,241 29,309 407,016 808 772 8,606 - 459,905
1 General Information its operating cycle as twelve months for the purpose of
Maruti Suzuki India Limited ("The Company") is a public current non-current classification of assets and liabilities.
limited company incorporated and domiciled in India,
listed on the Bombay Stock Exchange (BSE) and the The principal accounting policies are set out below.
National Stock Exchange (NSE). The address of its
registered office is #1, Nelson Mandela Road, Vasant 2.3 Going concern
Kunj, New Delhi - 110070. The Company is a subsidiary The board of directors have considered the financial
of Suzuki Motor Corporation, Japan. The principal position of the Company as at March 31, 2019 and the
activities of the Company are manufacturing, purchase projected cash flows and financial performance of the
and sale of motor vehicles, components and spare Company for at least twelve months from the date of
parts. The other activities of the Company comprise approval of these financial statements as well as planned
facilitation of pre-owned car sales, fleet management cost and cash improvement actions, and believe that the
and car financing. plan for sustained profitability remains on course.
During the previous year, a Scheme of Amalgamation The board of directors have taken actions to ensure
between the Company and its seven wholly owned that appropriate long-term cash resources are in
subsidiaries, by the names of Maruti Insurance Business place at the date of signing the accounts to fund the
Agency Limited, Maruti Insurance Distribution Services Company's operations.
Limited, Maruti Insurance Agency Network Limited,
Maruti Insurance Agency Solutions Limited, Maruti 2.4 Use of estimates and judgements
Insurance Agency Services Limited, Maruti Insurance The preparation of financial statements in conformity
Agency Logistics Limited and Maruti Insurance with Ind AS requires management to make judgements,
Broker Limited became effective w.e.f. the appointed estimates and assumptions that affect the application
date, i.e., April 1, 2016 on completion of all required of accounting policies and the reported amount of
formalities on July 11, 2017 and approval of National assets, liabilities, income, expenses and disclosures
Company Law Tribunal. of contingent assets and liabilities at the date of these
financial statements and the reported amount of revenues
2 Significant Accounting Policies and expenses for the years presented. Actual results
2.1
Statement of compliance may differ from the estimates.
The financial statements have been prepared as a going
concern in accordance with Indian Accounting Standards Estimates and underlying assumptions are reviewed
(Ind AS) notified under the Section 133 of the Companies at each balance sheet date. Revisions to accounting
Act, 2013 ("the Act") read with the Companies (Indian estimates are recognised in the period in which the
Accounting Standards) Rules, 2015 and other relevant estimates are revised and future periods affected.
provisions of the Act.
In particular, information about significant areas of
2.2 Basis of preparation and presentation estimation uncertainty and critical judgements in applying
The financial statements have been prepared on the accounting policies that have the most significant effect
historical cost convention on accrual basis except for on the amounts recognised in the financial statements
certain financial instruments which are measured at fair are included in the following notes:
value at the end of each reporting period, as explained in
the accounting policies mentioned below. Historical cost Note 32 : Provision for employee benefits
is generally based on the fair value of the consideration Provision for employee benefits requires that certain
given in exchange of goods or services. assumptions such as expected future salary increases,
average life expectancy and discount rates etc. are made
All assets and liabilities have been classified as current in order to determine the amount to be recorded for
or non-current according to the Company’s operating retirement benefit obligations. Substantial changes in
cycle and other criteria set out in the Act. Based on the the assumed development of any of these variables
nature of products and the time between the acquisition may significantly change the Company's retirement
of assets for processing and their realisation in cash benefit obligations.
and cash equivalents, the Company has ascertained
166
net investment in the leases. Finance lease income is 2.8.2 Transactions and balances
allocated to accounting periods so as to reflect a constant Foreign currency transactions are translated into the
periodic rate of return on the Company's net investment functional currency using the exchange rates at the
outstanding in respect of the leases. dates of the transactions. Foreign exchange gains and
losses resulting from the settlement of such transactions
Rental income from operating leases is recognised on and from the translation of monetary assets and
a straight-line basis over the term of the relevant lease. liabilities denominated in foreign currencies at year end
Where the rentals are structured solely to increase in line exchange rates are generally recognised in profit or loss.
with expected general inflation to compensate for the They are deferred in equity if they relate to qualifying
Company's expected inflationary cost increases, such cash flow hedges.
increases are recognised in the period in which such
benefits accrue. 2.9
Borrowing costs
Borrowing costs directly attributable to the acquisition,
2.7.2 The Company as lessee construction or production of qualifying assets, which
Assets held under finance leases are initially recognised are assets that necessarily take a substantial period
as assets of the Company at their fair value at the of time to get ready for their intended use or sale, are
inception of the lease or, if lower, at the present value added to the cost of those assets, until such time as
of the minimum lease payments. The corresponding the assets are substantially ready for their intended
liability to the lessor is included in the balance sheet as a use or sale.
finance lease obligation.
Interest income earned on the temporary investment
Lease payments are apportioned between finance of surplus funds out of specific borrowings
expenses and reduction of the lease obligation pending their expenditure on qualifying assets are
so as to achieve a constant rate of interest on the deducted from the borrowing costs eligible for
remaining balance of the liability. Finance expenses capitalisation.
are recognised immediately in profit or loss, unless
they are directly attributable to qualifying assets, in All other borrowing costs are recognised in profit or loss
which case they are capitalised in accordance with the in the period in which they are incurred.
Company's general policy on borrowing costs (see note
2.9 below). 2.10 Employee benefits
2.10.1 Short-term obligations
Rental expense from operating leases is recognised on Liabilities for wages and salaries including non-monetary
a straight-line basis over the term of the relevant lease. benefits that are expected to be settled within the
Where the rentals are structured solely to increase in operating cycle after the end of the period in which the
line with expected general inflation to compensate for employees render the related services are recognised
the lessor's expected inflationary cost increases, such in the period in which the related services are rendered
increases are recognised in the period in which such and are measured at the undiscounted amount
benefits accrue. expected to be paid.
Upfront amount paid for land taken on lease is amortised 2.10.2 Other long-term employee benefit
over the period of lease. obligations
Liabilities for leave encashment and compensated
2.8
Foreign currencies absences which are not expected to be settled wholly
2.8.1 Functional and presentation currency within the operating cycle after the end of the period
Items included in the financial statements are measured in which the employees render the related service are
using the currency of the primary economic environment measured at the present value of the estimated future
in which the entity operates (‘the functional currency’). cash outflows using the projected unit credit method.
The financial statements are presented in Indian The benefits are discounted using the market yields at
rupee (`), which is the Company’s functional and the end of the reporting period on Government bonds
presentation currency. that have terms approximating to the terms of the related
168
Deferred tax liabilities and assets are measured at the Depreciation methods, estimated useful lives and
tax rates that are expected to apply in the period in residual value
which the liability is settled or the asset realised, based Depreciation is calculated using the straight-line method
on tax rates (and tax laws) that have been enacted or on a pro-rata basis from the month in which each asset
substantively enacted by the end of the reporting period. is put to use to allocate their cost, net of their residual
values, over their estimated useful lives.
The measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow from the Estimated useful life of assets are as follows which
manner in which the Company expects, at the end of the is based on technical evaluation of the useful
reporting period, to recover or settle the carrying amount lives of the assets:
of its assets and liabilities.
Building 3-60 years
Plant and machinery other 8 years
2.11.3 Current and deferred tax for the year
than Dies and Jigs
Current and deferred tax are recognised in profit or loss,
Dies and jigs 5 years
except when they relate to items that are recognised
Electronic data processing equipment 3 years
in other comprehensive income or directly in equity, in
Furniture and fixtures 10 years
which case, the income taxes are also recognised in other
Office appliances 5 years
comprehensive income or directly in equity respectively.
Vehicles 8 years
2.12 Property, plant and equipment
Property, plant and equipment are stated at cost of The assets' residual values, estimated useful lives and
acquisition or construction less accumulated depreciation depreciation method are reviewed at the end of each
less accumulated impairment, if any. Freehold land is reporting period, with the effect of any changes in
measured at cost and is not depreciated. estimate accounted for on a prospective basis.
Such assets are classified to the appropriate categories All assets, the individual written down value of which
of property, plant and equipment when completed and at the beginning of the year is ` 5,000 or less, are
ready for intended use. depreciated at the rate of 100%. Assets purchased
during the year costing ` 5,000 or less are depreciated
Subsequent costs are included in the asset's carrying at the rate of 100%.
amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits Gains and losses on disposal are determined by
associated with the item will flow to the Company comparing proceeds with carrying amount and are
and the cost of the item can be measured reliably. credited / debited to profit or loss.
The carrying amount of any component accounted for
as a separate asset is derecognised when replaced. Freehold land and Leasehold land in the nature of
Other repairs and maintenance of revenue nature are perpetual lease is not amortised.
charged to profit or loss during the reporting period in
which they are incurred. 2.13 Intangible assets
2.13.1 Intangible assets acquired separately
An item of property, plant and equipment is derecognised Lump sum royalty and engineering support fee is carried
upon disposal or when no future economic benefits are at cost which is incurred and stated in the relevant licence
expected to arise from continued use of asset. Any gain agreement with the technical knowhow / engineering
or loss arising on the disposal or retirement of an item support provider less accumulated amortisation and
of property, plant and equipment is determined as the accumulated impairment losses. Amortisation is
difference between the sales proceeds and the carrying recognised on a straight line basis over their estimated
amount of asset and recognised in profit or loss. useful lives. The estimated useful lives and amortisation
170
2.14 Impairment of tangible and intangible Contingent Liabilities: Contingent liabilities are disclosed
assets when there is a possible obligation arising from past
At the end of each reporting period, the Company reviews events, the existence of which will be confirmed only
the carrying amounts of its tangible and intangible by the occurrence or non occurrence of one or more
assets to determine whether there is any indication that uncertain future events not wholly within the control of
those assets have suffered an impairment loss. If any the Company or a present obligation that arises from past
such indication exists, the recoverable amount of the events where it is either not probable that an outflow of
asset is estimated in order to determine the extent of the resources will be required to settle or a reliable estimate
impairment loss (if any). of the amount cannot be made.
Recoverable amount is the higher of fair value less costs 2.17 Financial instruments
of disposal and value in use. In assessing value in use, A financial instrument is any contract that gives rise to
the estimated future cash flows are discounted to their a financial asset of one entity and a financial liability or
present value using a pre-tax discount rate that reflects equity instrument of another entity. Financial assets and
current market assessments of the time value of money financial liabilities are recognised when the Company
and the risks specific to the asset for which the estimates becomes a party to the contractual provisions of
of future cash flows have not been adjusted. the instruments.
All recognised financial assets are subsequently All other financial assets are measured at fair value
measured in their entirety at either amortised cost through profit or loss.
or fair value, depending on the classification of the
financial assets. 2.18.2 Investments in equity instrument at fair
value through other comprehensive income
2.18.1 Classification of financial assets (FVTOCI)
Classification of financial assets depends on the nature On initial recognition, the Company can make an
and purpose of the financial assets and is determined at irrevocable election (on an instrument by instrument
the time of initial recognition. basis) to present the subsequent changes in fair value in
other comprehensive income pertaining to investments
The Company classifies its financial assets in the in equity instrument. This election is not permitted if
following measurement categories: the equity instrument is held for trading. These elected
investments are initially measured at fair value plus
• those to be measured subsequently at fair value transaction costs. Subsequently, they are measured at
(either through other comprehensive income, or through fair value with gains / losses arising from changes in
profit or loss), and fair value recognised in other comprehensive income.
This cumulative gain or loss is not reclassified to profit or
• those measured at amortised cost loss on disposal of the investments.
The classification depends on the Company’s business The Company has equity investments in certain entities
model for managing the financial assets and the which are not held for trading. The Company has elected
contractual terms of the cash flows. the fair value through other comprehensive income
irrevocable option for all such investments. Dividend on
A financial asset that meets the following two conditions these investments are recognised in profit or loss.
is measured at amortised cost unless the asset is
designated at fair value through profit or loss under the 2.18.3 Equity investment in subsidiaries,
fair value option: associates and joint ventures
Investments representing equity interest in subsidiaries,
• Business model test : the objective of the Company's associates and joint ventures are carried at cost less
business model is to hold the financial asset to collect any provision for impairment. Investments are reviewed
the contractual cash flows. for impairment if events or changes in circumstances
indicate that the carrying amount may not be recoverable.
• Cash flow characteristic test : the contractual term
of the financial asset give rise on specified dates to cash 2.18.4 Financial assets at fair value through profit
flows that are solely payments of principal and interest or loss (FVTPL)
on the principal amount outstanding. Investment in equity instrument are classified at fair value
through profit or loss, unless the Company irrevocably
A financial asset that meets the following two conditions elects on initial recognition to present subsequent
is measured at fair value through other comprehensive changes in fair value in other comprehensive income
income unless the asset is designated at fair value for investments in equity instruments which are not
through profit or loss under the fair value option: held for trading.
• business model test : the financial asset is held Financial assets that do not meet the amortised cost
within a business model whose objective is achieved by criteria or fair value through other comprehensive income
both collecting cash flows and selling financial assets. criteria are measured at fair value through profit or loss.
A financial asset that meets the amortised cost criteria or
• cash flow characteristic test : the contractual term of fair value through other comprehensive income criteria
the financial asset gives rise on specified dates to cash may be designated as at fair value through profit or loss
flows that are solely payments of principal and interest upon initial recognition if such designation eliminates
on the principal amount outstanding. or significantly reduces a measurement or recognition
172
2.18.6 Cash and cash equivalents 2.18.9 Foreign exchange gains and losses
In the cash flow statement, cash and cash equivalents The fair value of financial assets denominated in a
includes cash in hand, cheques and drafts in hand, foreign currency is determined in that foreign currency
balances with bank and deposits held at call with and translated at the exchange rate at the end of each
financial institutions, short-term highly liquid investments reporting period. For foreign currency denominated
with original maturities of three months or less that are financial assets measured at amortised cost or fair
readily convertible to known amounts of cash and which value through profit or loss the exchange differences
are subject to an insignificant risk of changes in value. are recognised in profit or loss except for those which
Bank overdrafts are shown within borrowings in current are designated as hedge instrument in a hedging
liabilities in the balance sheet and forms part of financing relationship. Further change in the carrying amount of
activities in the cash flow statement. Book overdraft are investments in equity instruments at fair value through
shown within other financial liabilities in the balance other comprehensive income relating to changes
sheet and forms part of operating activities in the cash in foreign currency rates are recognised in other
flow statement. comprehensive income.
2.18.7 Impairment of financial assets 2.19 Financial liabilities and equity instruments
The Company assesses impairment based on expected 2.19.1 Classification of debt or equity
credit losses (ECL) model to the following : Debt or equity instruments issued by the Company
are classified as either financial liabilities or as equity
• financial assets measured at amortised cost in accordance with the substance of the contractual
arrangements and the definitions of a financial liability
• financial assets measured at fair value through other and an equity instrument.
comprehensive income
2.19.2 Equity instruments
Expected credit loss are measured through a loss An equity instrument is any contract that evidences a
allowance at an amount equal to : residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the
• the twelve month expected credit losses (expected Company are recognised at the proceeds received, net
credit losses that result from those default events on of direct issue costs.
the financial instruments that are possible within twelve
months after the reporting date); or 2.19.3 Financial liabilities
All financial liabilities are subsequently measured at
• full life time expected credit losses (expected credit amortised cost using the effective interest rate method
losses that result from all possible default events over or at fair value through profit or loss.
the life of the financial instrument).
173
2.19.3.1 Trade and other payables end of each reporting period. Derivatives are carried
Trade and other payables represent liabilities for goods as financial assets when the fair value is positive and
or services provided to the Company prior to the end of as financial liabilities when the fair value is negative.
financial year which are unpaid. The resulting gain or loss is recognised in profit or loss
immediately unless the derivative is designated and
2.19.3.2 Borrowings effective as a hedging instrument which is recognised in
Borrowings are initially recognised at fair value, net of other comprehensive income (net of tax) and presented
transaction costs incurred. Borrowings are subsequently as a separate component of equity which is later
measured at amortised cost. Any difference between the reclassified to profit or loss when the hedge item affects
proceeds (net of transaction costs) and the redemption profit or loss.
amount is recognised in profit or loss over the period of
the borrowings using the effective interest rate method. 2.20.1 Embedded derivatives
Derivatives embedded in a host contract that is
Borrowings are removed from the balance sheet when an asset within the scope of Ind AS 109 are not
the obligation specified in the contract is discharged, separated. Financial assets with embedded derivatives
cancelled or expired. The difference between the carrying are considered in their entirety when determining
amount of a financial liability that has been extinguished whether their cash flows are solely payment of
or transferred to another party and the consideration principal and interest.
paid, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss. Derivatives embedded in all other host contract are
separated only if the economic characteristics and
2.19.3.3 Foreign exchange gains or losses risks of the embedded derivative are not closely related
For financial liabilities that are denominated in a foreign to the economic characteristics and risks of the host
currency and are measured at amortised cost at the end and are measured at fair value through profit or loss.
of each reporting period, the foreign exchange gains and Embedded derivatives closely related to the host
losses are determined based on the amortised cost of contracts are not separated.
the instruments and are recognised in profit or loss.
2.21 Hedge accounting
The fair value of financial liabilities denominated in a The Company designates certain hedging instruments,
foreign currency is determined in that foreign currency in respect of foreign currency risk, as either fair value
and translated at the exchange rate at the end of hedges or cash flow hedges. Hedges of foreign
the reporting period. For financial liabilities that are exchange risk on firm commitments are accounted for
measured as at fair value through profit or loss, the as cash flow hedges.
foreign exchange component forms part of the fair value
gains or losses and is recognised in profit or loss. At the inception of the hedge relationship, the entity
documents the relationship between the hedging
2.19.3.4 Derecognition of financial liabilities instrument and the hedged item, along with its risk
The Company derecognises financial liabilities when, and management objectives and its strategy for undertaking
only when, the Company's obligations are discharged, various hedge transactions. Furthermore, at the inception
cancelled or have expired. of the hedge and on an on-going basis, the Company
documents whether the hedging instrument is highly
2.20 Derivative financial instruments effective in offsetting changes in fair values or cash flows
The Company enters into foreign exchange forward of the hedged item attributable to the hedged risk.
contracts and certain other derivative financial
instruments to manage its exposure to foreign exchange Changes in the fair value of these contracts that are
rate risks and commodity price risks. Further details of designated and effective as hedges of future cash flows
derivative financial instruments are disclosed in note 33. are recognised in other comprehensive income (net of
tax) and the ineffective portion is recognised immediately
Derivatives are initially recognised at fair value at the in the profit or loss. Amount accumulated in equity are
date the derivative contracts are entered into and reclassified to the profit or loss in the periods in which
are subsequently remeasured to their fair value at the the forecasted transaction occurs.
174
Note 33 sets out details of the fair values of the derivative Purchase consideration in excess of the Company’s
instruments used for hedging purposes. interest in the acquiree’s net fair value of identifiable
assets, liabilities and contingent liabilities is recognized
2.22 Offsetting Financial Instruments as goodwill. Excess of the Company’s interest in the net
Financial assets and liabilities are offset and the net fair value of the acquiree’s identifiable assets, liabilities
amount is reported in the balance sheet where there and contingent liabilities over the purchase consideration
is a legally enforceable right to offset the recognised is recognized, after reassessment of fair value of net
amounts and there is an intention to settle on a net basis assets acquired, in the Capital Reserve.
or realise the asset and settle the liability simultaneously.
The legally enforceable right must not be contingent on Common control
future events and must be enforceable in the normal A business combination involving entities or businesses
course of business and in the event of default, insolvency under common control is a business combination in
or bankruptcy of the Company or the counterparty. which all of the combining entities or businesses are
ultimately controlled by the same party or parties both
2.23 Government Grant before and after the business combination and the
Government grants are recognised where there is control is not transitory.
reasonable assurance that the Company will comply
with the conditions attaching to them and the grants Business combinations involving entities under common
will be received. control are accounted for using the pooling of interests
method. The net assets of the transferor entity or
Government grants are recognised in statement of profit business are accounted at their carrying amounts on the
and loss on a systematic basis over the periods in which date of the acquisition subject to necessary adjustments
the Company recognises as expense the related cost for required to harmonise accounting policies. Any excess
which the grants are intended to compensate. or shortfall of the consideration paid over the share
capital of transferor entity or business is recognised as
2.24 Earning Per Share capital reserve under equity.
Basic earning per share has been computed by dividing
the net income by the weighted average number of 2.28 Rounding of amounts
shares outstanding during the year. Diluted earning per All amounts disclosed in the financial statements and
share has been computed using the weighted average the accompanying notes have been rounded off to the
number of shares and diluted potential shares, except nearest million as per the requirement of Schedule III of
where the result would be anti-dilutive. the Companies Act 2013, unless otherwise stated.
lease expenses are charged to the statement of profit and Taxes’, in connection with accounting for dividend
loss. The standard also contains enhanced disclosure distribution taxes.The amendment clarifies that an
requirements for lessees. Ind AS 116 substantially carries entity shall recognise the income tax consequences
forward lessor accounting requirements. The Company of dividends in profit or loss, other comprehensive
is evaluating the impact of Ind AS 116 and its effect on income or equity according to where the entity originally
the financial statements. recognised those past transactions or events.Effective
date for application of this amendment is annual period
3.2 Appendix C to Ind AS 12, Uncertainty over Income beginning on or after April 1, 2019. The Company does
Tax Treatments: On March 30, 2019, Ministry of Corporate not expect any impact from this pronouncement.
Affairs ("MCA") has notified Appendix C to Ind AS 12,
Uncertainty over Income Tax Treatments which is to be 3.4 Amendment to Ind AS 19 – plan amendment,
applied while performing the determination of taxable curtailment or settlement- On March 30, 2019,
profit (or loss), tax bases, unused tax losses, unused Ministry of Corporate Affairs issued amendments
tax credits and tax rates, when there is uncertainty over to Ind AS 19, ‘Employee Benefits’, in connection
income tax treatments under Ind AS 12. According to the with accounting for plan amendments, curtailments
appendix, companies need to determine the probability and settlements.The amendments require an entity:
of the relevant tax authority accepting each tax treatment, 1) to use updated assumptions to determine current
or group of tax treatments, that the companies have service cost and net interest for the remainder of the period
used or plan to use in their income tax filing which has to after a plan amendment, curtailment or settlement; and
be considered to compute the most likely amount or the 2) to recognise in profit or loss as part of past service
expected value of the tax treatment when determining cost, or a gain or loss on settlement, any reduction
taxable profit (tax loss), tax bases, unused tax losses, in a surplus, even if that surplus was not previously
unused tax credits and tax rates. The effective date for recognised because of the impact of the asset ceiling.
adoption of Ind AS 12 Appendix C is annual periods Effective date for application of this amendment is annual
beginning on or after April 1, 2019. The Company period beginning on or after April 1, 2019. The Company
is evaluating the requirements and its effect on the does not have any impact on account of this amendment.
financial statements.
3.3
Amendments to Ind AS 12 - Income Taxes
On March 30, 2019, Ministry of Corporate Affairs issued
amendments to the guidance in Ind AS 12, ‘Income
As at As at
31.03.2019 31.03.2018
Carrying amount of
Freehold Land 38,419 31,403
Leasehold Land ^ 525 525
Buildings 18,826 16,900
Plant & Machinery 88,296 78,439
Electronic Data Processing (EDP) Equipment 519 570
Furniture, Fixtures and Office Appliances 1,595 1,387
Vehicles 1,387 1,249
149,567 130,473
Capital work-in-progress 16,001 21,259
165,568 151,732
5 Intangible Assets
As at As at
31.03.2019 31.03.2018
Carrying amount of
Lumpsum royalty and engineering support fee 4,511 3,117
4,511 3,117
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Current Non Current Current Non Current
*Includes Debt mutual funds earmarked for Employee Welfare Fund as at 31.03.2019 : ` 808 million (as at 31.03.2018 : Nil)
181
As at As at
31.03.2019 31.03.2018
Non Current
Employee related loans and advances 1 1
Inter corporate deposits- unsecured considered doubtful 125 125
Provision for doubtful Intercorporate deposits (125) (125)
Others 1 1
2 2
Current
Employee related loans and advances 160 30
160 30
8 Trade Receivables
As at As at
31.03.2019 31.03.2018
8.1 The credit risk to the Company is limited since most of the sales are made against advances or letter of credit/
bank guarantees from banks of national standing. The credit period generally allowed on domestic sales varies from
30 to 45 days (excluding transit period). The credit period on export sales varies on case to case basis, based on
market conditions.
As at As at
31.03.2019 31.03.2018
Age of receivables
Within the credit period 22,198 13,962
1-90 days past due 837 502
91-180 days past due 37 86
More than 180 days past due 32 68
23,104 14,618
182
10 Inventories
As at As at
31.03.2019 31.03.2018
10.1 The cost of inventories recognised as an expense during the year in respect of continuing operations was
` 673,306 million (previous year ` 614,876 million).
The cost of inventories recognised as an expense includes ` 119 million (previous year ` 152 million) in respect of
write-downs of inventory to net realisable value.
As at As at
31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
Non-current
Capital advances - considered good* 4,295 6,573
Prepaid expenses and leases 7,730 5,481
Amount paid under protest / dispute 7,395 6,411
Claims - unsecured considered good 58 96
- unsecured considered doubtful 27 27
Less : provision for doubtful claims (27) (27)
Others 1,108 22
20,586 18,583
Current
Balance with customs, port trust and other Government authorities 585 2,363
Claims 848 1,084
Prepaid expenses and leases 769 576
Balance with related parties 1,948 5,815
Others - considered good 1,463 3,281
- considered doubtful 238 104
Less: provisions for doubtful balances (238) (104)
5,613 13,119
* Includes capital advance given to related parties as at 31.03.2019 ` 444 million (as at 31.03.2018: ` 1,020 million).
184
As at 31.03.2019 As at 31.03.2018
Number of Amount Number of Amount
shares shares
As at 31.03.2019 As at 31.03.2018
Number of Amount Number of Amount
shares shares
13.4 Details of shares held by each shareholder holding more than 5% shares
As at 31.03.2019 As at 31.03.2018
Number of % Number of %
shares holding shares holding
Suzuki Motor Corporation (the holding company) 169,788,440 56.21 169,788,440 56.21
Life Insurance Corporation of India 20,192,659 6.68 15,589,504 5.16
185
14 Other Equity
As at As at
31.03.2019 31.03.2018
The general reserve is free reserve which is created from time to time on transfer of profits from retained earnings.
General reserve is created by transfer from one component of equity to another and is not an item of other
comprehensive income, items included in general reserve will not be reclassified subsequently to profit or loss.
Securities premium represents premium received on equity shares issued, which can be utilised only in accordance
with the provisions of the Companies Act, 2013 ("the Act") for specified purposes.
This reserve was created on the basis of the scheme of amalgamation of erstwhile Suzuki Powertrain India Limited
(SPIL) with the Company as approved by the High Court of Delhi in the year ended 31st March 2013.
186
During the year, a dividend of ` 80 per share, total dividend ` 24,166 million (previous year : ` 75 per share, total
dividend ` 22,656 million) was paid to equity shareholders.
The Board of Directors recommended a final dividend of ` 80 per share (nominal value of ` 5 per share) for the
financial year 2018-19. This dividend is subject to approval by the shareholders at the Annual General Meeting
and has not been accounted as liability in these financial statements. The total expected amount of cash outflow is
` 29,134 million including dividend distribution tax of ` 4,968 million.
This reserve represents the cumulative gains and losses arising on the revaluation of equity instruments measured at
fair value through other comprehensive income, net of amount reclassified to retained earnings when those assets
have been disposed of.
The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in
fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or
loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and
accumulated under the heading of cash flow hedging reserve will be reclassified to profit or loss only when the
hedged transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedging item.
This reserve is created by appropriating 1% of profit after tax of the previous year and will be utilised for undertaking
welfare activities such as housing, education and health for the employees of the Company. No expenditure has
been done from this fund during the current year.
This reserve is created by appropriating 1% of profit after tax of the previous year and will be utilised for promotion
of scientific research and technology in India. No expenditure has been done from this fund during the current year.
15 Borrowings
As at As at
31.03.2019 31.03.2018
Current
Unsecured
Loans repayable on demand from banks - cash credit and overdraft 1,496 1,108
1,496 1,108
* There are no amounts due for payment to the Investor Education and Protection Fund under Section 125(1) of the
Companies Act, 2013.
17 Provisions
As at As at
31.03.2019 31.03.2018
Non-current
Provisions for employee benefits
Provision for retirement allowance 72 66
Other provisions
Provision for warranty & product recall 323 199
395 265
Current
Provisions for employee benefits
Provision for retirement allowance 3 3
Provision for compensated absences 3,512 2,916
Other provisions
Provision for litigation / disputes 2,151 2,118
Provision for warranty & product recall 578 563
6,244 5,600
19 Other Liabilities
As at As at
31.03.2019 31.03.2018
Non-current
Contract Liabilities (Deferred revenue) 20,365 15,853
20,365 15,853
Current
Advance from customers 4,158 11,506
Contract Liabilities (Deferred revenue) 6,457 4,651
Statutory dues 5,689 4,707
16,304 20,864
Note:
During the year the company has recognised revenue of ` 4,651 million which was included in the Contract Liability balance as on
1st April, 2018.
20 Trade Payables
As at As at
31.03.2019 31.03.2018
20.1 Disclosure under Section 22 of the Micro, Small and Medium Enterprises Development Act,
2006 (MSMED)
As at As at
31.03.2019 31.03.2018
Dues to micro and small enterprises have been determined to the extent such parties have been identified on
the basis of intimation received from the “suppliers” regarding their status under the Micro, Small and Medium
Enterprises Development Act, 2006.
192
* Refer to note - 39
Refer to note 8.1 for payment terms with customers.
Revenue from contract with customers is disaggregated by geographical region and presented in Note 30.
23 Other Income
Interest income on
Bank deposits 168 6
Income tax refund 502 330
Receivables from dealers 546 337
Others 20 6
1,237 679
Dividend income
Dividend from equity investments 91 200
91 200
Others
Net gain on sale of investments in debt mutual funds 1,601 964
Fair valuation gain on investment in debt mutual funds 22,681 18,612
24,282 19,576
25,610 20,455
24 Material Consumed
24.1 Cost of materials consumed
Opening balances
Work in progress 1,772 1,546
Finished goods manufactured
Vehicle 9,700 12,330
Vehicle spares and components 363 481
Traded goods
Vehicle spares and components 2,834 2,591
14,669 16,948
Closing balances
Work in progress 2,995 1,772
Finished goods manufactured
Vehicle 5,683 9,700
Vehicle spares and components 454 363
Traded goods
Vehicle 85 -
Vehicle spares and components 3,344 2,834
12,561 14,669
Excise duty on increase / (decrease) of finished goods - (1,872)
2,108 407
194
26 Finance Costs
Interest costs:
Cash credit and overdrafts 244 280
Deposits from dealers, contractors and others 505 629
Interest on enhanced compensation for land 9 2,548
758 3,457
28 Other Expenses
29 Income Taxes
29.1 Income tax recognised in profit or loss
Current tax
In respect of the current year 30,771 33,659
In respect of prior years (1,448) (164)
29,323 33,495
Deferred tax
In respect of the current year 327 (679)
327 (679)
Total income tax expense recognised in the current year 29,650 32,816
The income tax expense for the year can be reconciled to the accounting profit as follows
The tax rate used for the current year reconciliation above is the corporate tax rate of 34.944% (previous year
34.608%) payable by corporate entities in India on taxable profits under the Indian tax law.
196
30 Segment Information
The Company is primarily in the business of manufacturing, purchase and sale of motor vehicles, components and
spare parts ("automobiles"). The other activities of the Company comprise facilitation of pre-owned car sales, fleet
management and car financing. The income from these activities is not material in financial terms but such activities
contribute significantly in generating demand for the products of the Company.
The Board of Directors of the Company, which has been identified as being the chief operating decision maker
(CODM), evaluates the Company's performance, allocate resources based on the analysis of the various performance
indicator of the Company as a single unit. Therefore there is no reportable segment for the Company.
During the year the Company has recognised the following amounts in the statement of profit and loss:
These plans typically expose the Company to actuarial risks such as: investment risk, interest rate risk,
longevity risk and salary risk.
Investment risk
The probability or likelihood of lower returns as compared to the expected return on any particular investment.
Interest risk
The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in
the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
Longevity risk
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of
plan participants both during and after employment. An increase in the life expectancy of the plan participants will
increase the plan's liability.
Salary risk
The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase
in salary used to determine the present value of obligation will have a bearing on the plan's liability.
198
As at 31.03.19
Discount rate(s) 8.65% 7.70% 7.70% 7.70%
Rate of increase in compensation level NA 7.00% 7.00% NA
Expected average remaining working lives of 25 25 25 25
employees (years)
As at 31.03.18
Discount rate(s) 8.55% 7.80% 7.80% 7.80%
Rate of increase in compensation level NA 7.00% 7.00% NA
Expected average remaining working lives of 25 25 25 25
employees (years)
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
The current service cost and the interest expense for the year are included in the 'Employee benefits expense' in the
profit or loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income
The amount included in the balance sheet arising from the entity's obligation in respect of its defined benefit
plans is as follows
200
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
As at 31.03.19
Classified as long term - - - 72
Classified as short term - 3,512 - 3
Total - 3,512 - 75
As at 31.03.18
Classified as long term - - - 66
Classified as short term - 2,916 - 3
Total - 2,916 - 69
Movement in the present value of the defined benefit obligation are as follows:
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
Provident Employees
Fund Gratuity Fund
The fair value of the above ULIP schemes are determined based on the Net Asset Value (NAV). Moreover, for other
investments the fair value is taken as per the account statements of the insurance companies.
The average duration of the defined benefit obligation of gratuity fund at 31.03.19 is 14 years (as at 31.03.18: 14 years).
The Company expects to make a contribution of ` 305 million (as at 31.03.18: ` 173 million) to the defined benefit
plans during the next financial year.
Sensitivity analysis
Significant actuarial assumption for the determination of defined obligation are discount rate, expected salary growth
rate, attrition rate and mortality rate. The sensitivity analysis below have been determined based on reasonably
possible changes in respective assumption occurring at the end of reporting period, while holding all other
assumptions constant.
If the discount rate increases (decreases) by 1%, the defined benefit obligation would decrease by ` 663 million
(increase by ` 789 million) (As at 31.03.18: decrease by ` 508 million (increase by ` 604 million)).
If the expected salary growth rate increases (decreases) by 1%, the defined benefit obligation would increase by
` 740 million (decrease by ` 638 million) (As at 31.03.18: increase by ` 567 million (decrease by ` 490 million)).
203
As at 31.03.2019 As at 31.03.2018
Total Amortised Total
Amortised
FVTPL FVOCI Carrying FVTPL FVOCI cost Carrying
cost
Value Value
Financial assets
Investments *
- in equity instruments - 9,026 - 9,026 - 10,771 - 10,771
- in debt mutual funds 354,810 - - 354,810 340,820 - - 340,820
Trade Receivable - - 23,104 23,104 - - 14,618 14,618
Cash and bank balances - - 1,789 1,789 - - 711 711
Loans - - 162 162 - - 32 32
Security deposits - - 212 212 - - 196 196
Foreign currency / commodity 72 - - 72 109 - - 109
forward contracts
Interest accrued - - 22 22 - - 22 22
Recoverable from - - 4,708 4,708 - - 2,464 2,464
related parties
Others - - 290 290 - - 379 379
Total financial assets 354,882 9,026 30,287 394,195 340,929 10,771 18,422 370,122
Financial liabilities
Borrowings - - 1,496 1,496 - - 1,108 1,108
Trade payables - - 96,330 96,330 - - 104,970 104,970
Deposits from dealers, - - 7,020 7,020 - - 2,862 2,862
contractors and others
Payable to capital creditors - - 6,411 6,411 - - 9,881 9,881
Interest accrued - - 46 46 - - 20 20
Unpaid dividend - - 19 19 - - 12 12
Book overdraft - - 898 898 - - 548 548
Foreign currency / commodity - - - - - 2 - 2
forward contracts
Others - - 6 6 - - 13 13
Total financial liabilities - - 112,226 112,226 - 2 119,414 119,416
* Investment value excludes investment in subsidiaries of ` 77 million (as at 31.03.2018 : ` 77 million); investment in joint ventures
of ` 152 million (as at 31.03.2018 : ` 152 million) and investment in associates of ` 1,085 million (as at 31.03.2018 : ` 1,082 million)
which are shown at cost in balance sheet as per Ind AS 27 : Separate Financial Statements.
204
Financial assets
Financial instruments at FVTPL
Investments in debt mutual funds 6 316,446 38,364 - 354,810
Foreign currency / commodity 9 - 72 - 72
forward contracts
Financial instruments at FVTOCI
Quoted equity instruments 6 8,577 - - 8,577
Unquoted equity instruments 6 - - 449 449
Total financial assets 325,023 38,436 449 363,908
Financial assets
Financial instruments at FVTPL
Investments in debt mutual funds 6 308,518 32,302 - 340,820
Foreign currency / commodity 9 - 109 - 109
forward contracts
Financial instruments at FVTOCI
Quoted equity instruments 6 10,334 - - 10,334
Unquoted equity instruments 6 - - 437 437
Total financial assets 318,852 32,411 437 351,700
Financial liabilities
Financial instruments at FVTOCI
Foreign currency / commodity 16 - 2 - 2
forward contracts
- 2 - 2
Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by
reference to quoted prices in the active market. This category consists of quoted equity shares and debt based open
ended mutual funds.
Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs
other than quoted prices included within Level 1 that are observable for such items, either directly or indirectly.
This level of hierarchy consists of debt based close ended mutual fund investments and over the counter (OTC)
derivative contracts.
Level 3: Valuation techniques with unobservable inputs. This level of hierarchy includes items measured using
inputs that are not based on observable market data (unobservable inputs). Fair value determined in whole or in
part, using a valuation model based on assumptions that are neither supported by prices from observable current
market transactions in the same instruments nor based on available market data. The main item in this category are
unquoted equity instruments.
205
The fair value of the financial assets are determined at the amount that would be received to sell an asset in an
orderly transaction between market participants. The following methods and assumptions were used to estimate
the fair values:
Investments in debt mutual funds: Fair value is determined by reference to quotes from the financial institutions, i.e.
net asset value (NAV) for investments in mutual funds declared by mutual fund house.
Derivative contracts: The Company has entered into variety of foreign currency and commodity forward contracts and
swaps to manage its exposure to fluctuations in foreign exchange rates and commodity price risk. These financial
exposures are managed in accordance with the Company’s risk management policies and procedures. Fair value
of derivative financial instruments are determined using valuation techniques based on information derived from
observable market data.
Quoted equity investments: Fair value is derived from quoted market prices in active markets.
Unquoted equity investments: Fair value is derived on the basis of income approach, in this approach the discounted
cash flow method is used to capture the present value of the expected future economic benefits to be derived from
the ownership of these investments.
Unlisted equity
instruments
As at 01.04.2017 317
Acquisition -
Gains/(losses) recognised
- in other comprehensive income 120
As at 31.03.2018 437
Acquisition -
Gains/(losses) recognised
- in other comprehensive income 12
As at 31.03.2019 449
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the
impact of hedge accounting in the financial statements.
206
The financial risk management of the Company is carried out under the policies approved by the Board of Directors.
Within these policies, the Board provides written principles for overall risk management including policies covering
specific areas, such as foreign exchange risk management, commodity risk management and investment of funds.
Financial instruments that are subject to such risk, principally consist of investments, trade receivables, loans
and advances and derivative instruments. None of the financial instruments of the Company results in material
concentration of credit risks.
As at As at
Notes No
31.03.2019 31.03.2018
Other than financial assets mentioned above, none of the financial assets were impaired and there were no indications
that defaults in payment obligations would occur.
The Company operates with a low Debt Equity ratio. The Company raises short term rupee borrowings for cash flow
mismatches and hence carries no significant liquidity risk. The Company has access to the borrowing facilities of
` 30,000 million as at 31.03.2019 (` 29,850 million as at 31.03.2018) to honour any liquidity requirements arising for
business needs. The Company has large investments in debt mutual funds which can be redeemed on a very short
notice and hence carries negligible liquidity risk.
207
As at As at
31.03.2019 31.03.2018
Floating rate
- Expiring within one year (bank overdraft and other facilities) 30,000 29,850
- Expiring beyond one year (bank loans) - -
30,000 29,850
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
a) forward foreign exchange and options contracts for foreign currency risk mitigation
b) foreign currency interest rate swaps to mitigate foreign currency & interest rate risk on foreign currency loan.
(In Millions)
As at March 31, 2018 JPY USD EURO GBP SGD CHF
Financial assets
Trade receivables 2,700 2,600 71 - - -
Foreign exchange derivative contracts - (776) - - - -
Net exposure to foreign currency risk (assets) 2,700 1,824 71 - - -
Financial liabilities
Trade payables and other financial liabilites 17,991 1,899 1,327 4 155 -
Foreign exchange derivative contracts (5,173) - (758) - - -
Net exposure to foreign currency risk 12,818 1,899 569 4 155 -
(liabilities)
The following table details the Company's sensitivity to a 10% increase and decrease in the INR against the relevant
foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items
as tabulated above and adjusts their translation at the period end for a 10% change in foreign currency rates.
The sensitivity analysis includes external loans. A positive number below indicates an increase in profit or equity
and vice-versa.
(ii)
Security price risk
Exposure in equity
The Company is exposed to equity price risks arising from equity investments held by the Company and classified
in the balance sheet as fair value through OCI.
Other comprehensive income for the year ended 31st March 2019 would increase / decrease by ` 451 million (for
the year ended 31st March 2018: increase / decrease by ` 539 million) as a result of the change in fair value of equity
investment measured at FVTOCI.
Profit for year ended 31.03.2019 would increase / decrease by ` 3,548 million (for the year ended 31.03.2018 by
` 3,408 million) as a result of the changes in fair value of mutual fund investments.
- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders, and
- maintain an optimal capital structure to reduce the cost of capital
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, return capital to shareholders or issue new shares.
The Company has large investments in debt mutual fund schemes wherein underlying portfolio is spread across
securities issued by different issuers having different credit ratings. The credit risk of investments in debt mutual
fund schemes is managed through investment policies and guidelines requiring adherence to stringent credit control
norms based on external credit ratings. The credit quality of the entire portfolio investments is monitored on a
quarterly basis. The Company's overall strategy remains unchanged from previous year.
210
The Company does not enter into a foreign exchange derivative transactions for speculative purposes.
The following table details the foreign currency derivative contracts outstanding at the end of the reporting period:
Fellow Subsidiaries (only with whom the Company had transactions during the current year)
Magyar Suzuki Corporation Ltd. Suzuki Motor (Thailand) Co., Ltd.
Suzuki Motor Gujarat Private Limited Suzuki Thilawa Motor Co. Ltd
Suzuki Assemblers Malaysia Sdn.Bhd Suzuki Motorcycle India Private Limited
Cambodia Suzuki Motor Co. Ltd. Thai Suzuki Motor Co., Ltd.
Suzuki Motor De Mexico Suzuki (Myanmar) Motor Co., Ltd.
Vietnam Suzuki Corporation Suzuki Malaysia Automobile Sdn. Bhd.
Suzuki International Europe G.M.B.H. Suzuki New Zealand Ltd.
Suzuki Australia Pty. Ltd. Pt Suzuki Indomobil Motor
Suzuki Motor Poland Sp. Z.O.O. Suzuki Austria Automobile Handels G.M.B.H.
Suzuki Gb Plc Suzuki France S.A.S.
Suzuki Auto South Africa (Pty) Ltd Suzuki Italia S.P.A.
Suzuki Philippines Inc. Suzuki Motor Iberica, S.A.U.
Taiwan Suzuki Automobile Corporation Automotive Electronics Power Private Ltd.
Others (Associate of holding company with whom the Company had transactions during the current year)
Chongqing Changan Suzuki Automobile Co. Ltd.
As at As at
31.03.2019 31.03.2018
Trade Receivables:
- Holding Company 5,134 2,776
- Subsidiaries 5 5
- Associates 38 34
- Fellow Subsidiaries
- Suzuki Motorcycle India Private Limited 1,026 1,091
- Suzuki Motor Gujarat Private Limited 527 524
- Others 258 704
- Others 7 -
6,995 5,134
Other current assets:
- Holding Company 48 26
- Associates 1 334
- Fellow Subsidiaries
- Suzuki Motor Gujarat Private Limited 1,899 5,382
- Others - 2
- Joint Ventures - 71
1,948 5,815
214
As at As at
31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
Estimated value of contracts on capital account, excluding capital advances, remaining 27,587 32,718
to be executed and not provided for
Outstanding commitments under Letters of Credit established by the Company 2,192 2,162
The Company has been availing the benefit and has been importing capital goods under the scheme at zero custom
duty. The Company has accounted for the benefits received in accordance with the Ind AS 20- Accounting for
Government Grants and Disclosure of Government Assistance.
216
38 Contingent Liabilities
A) Claims against the Company disputed and not acknowledged as debts:
As at As at
31.03.2019 31.03.2018
(vii) In respect of disputed Local Area Development Tax (LADT) (upto April 15, 2008) / Entry Tax, the amounts under
dispute are ` 21 million (as at 31.03.2018: ` 21 million) for LADT and ` 20 million (as at 31.03.2018: ` 20 million) for
Entry Tax. The State Government of Haryana has repealed the LADT effective from April 16, 2008 and introduced the
Haryana Tax on Entry of Goods into Local Area Act, 2008 with effect from the same date.
(viii) The Competition Commission of India (“CCI”) had passed an order dated August 25, 2014 stating that the
Company has violated certain sections of the Competition Act, 2002 and has imposed a penalty of ` 4,712 million.
An interim stay is in operation on the above order of the CCI pursuant to the writ petition filed by the Company before
the Delhi High Court.
(ix) The Hon’ble Supreme Court in a recent ruling has passed a judgement on the definition and scope
of ‘Basic Wages’ under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
Pending issuance of guidelines by the regulatory authorities on the application of this ruling, the impact on the
Company, if any, cannot be ascertained.
B) The amounts shown in the item (A) represent the best possible estimates arrived at on the basis of available
information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal
processes which have been invoked by the Company or the claimants as the case may be and therefore cannot
be predicted accurately or relate to a present obligations that arise from past events where it is either not probable
that an outflow of resources will be required to settle or a reliable estimate cannot be made. The Company engages
reputed professional advisors to protect its interests and has been advised that it has strong legal positions
against such disputes.
39 Excise Duty
Consequent to the introduction of Goods and Services Tax (GST) with effect from July 01, 2017; Central Excise,
Value Added Tax (VAT) etc. have been subsumed into GST. In accordance with Ind AS 115 on Revenue Recognition
and Schedule III of the Companies Act, 2013, unlike Excise Duty, levies like GST, VAT etc. are not part of revenue.
Accordingly, the figure for the year ended March 31, 2019 is not comparable with year ended March 31, 2018.
The following additional information is being provided to facilitate such understanding:
40 The Company entered into a ‘Contract Manufacturing Agreement’ (CMA) with Suzuki Motor Gujarat Private
Limited (SMG), a fellow subsidiary of Suzuki Motor Corporation (SMC) on December 17, 2015 for a period of 15 years
which automatically extends for a further period of 15 years, unless terminated by mutual agreement. SMG during
the term of this agreement, shall manufacture and supply vehicles on an exclusive basis to MSIL in accordance
with the terms of the CMA . Accordingly, expenses recorded during the year includes ` 4,912 million (previous year
` 2,921 million) towards the lease of specific Property, Plant & Equipment.
41 Auditors' Remuneration*
Statutory audit 16 16
Taxation matters 8 8
Other audit services / certification 3 4
Reimbursement of expenses 1 1
* excluding GST, Service Tax and Swachh Bharat & Krishi Kalyan Cess.
218
-* 1,576,000 1,562,938
Passenger Car and Light Duty Utility Vehicles Nos
(-)* (1,566,800) (1,624,487)
Notes
* Licensed capacity is not applicable from 1993-94.
** Installed capacity is as certified by the management and relied upon by the auditors, being a technical matter
Previous year figures are in bracket.
219
2018-19 2017-18
Group of material Unit
Qty Amount Qty Amount
48 The financial statements were approved by the the Board of Directors and authorised for issue on April 25, 2019.
Information Other than the Financial application of appropriate accounting policies; making
Statements and Auditor’s Report Thereon judgments and estimates that are reasonable and
The Parent’s Board of Directors is responsible for prudent; and design, implementation and maintenance of
preparation of the other information. The other adequate internal financial controls, that were operating
information comprises the information included in effectively for ensuring the accuracy and completeness
the Management Discussion and Analysis, Board’s of the accounting records, relevant to the preparation and
Report including Annexures to Board’s report, Business presentation of the financial statements that give a true
Responsibility Report and Corporate Governance and fair view and are free from material misstatement,
Report, but does not include the consolidated financial whether due to fraud or error, which have been used for
statements, standalone financial statements and our the purpose of preparation of the consolidated financial
auditor’s report thereon. statements by the Directors of the Parent, as aforesaid.
Our opinion on the consolidated financial statements In preparing the consolidated financial statements, the
does not cover the other information and we do not respective Board of Directors of the companies included
express any form of assurance conclusion thereon. in the Group and of its associates and joint ventures are
responsible for assessing the ability of the Group and
In connection with our audit of the consolidated financial of its associates and joint ventures to continue as a
statements, our responsibility is to read the other going concern, disclosing, as applicable, matters related
information, compare with the financial statements of the to going concern and using the going concern basis
subsidiaries, joint ventures and associates audited by of accounting unless the management either intends
the other auditors, to the extent it relates to these entities to liquidate or cease operations, or has no realistic
and, in doing so, place reliance on the work of the other alternative but to do so.
auditors and consider whether the other information is
materially inconsistent with the consolidated financial The respective Board of Directors of the companies
statements or our knowledge obtained during the included in the Group and of its associates and joint
course of our audit or otherwise appears to be materially ventures are also responsible for overseeing the financial
misstated. Other information so far as it relates to the reporting process of the Group and of its associates and
subsidiaries, joint ventures and associates, is traced from joint ventures.
their financial statements audited by the other auditors.
Auditor’s Responsibility for the Audit of the
If, based on the work we have performed, we conclude Consolidated Financial Statements
that there is a material misstatement of this other Our objectives are to obtain reasonable assurance about
information, we are required to report that fact. We have whether the consolidated financial statements as a
nothing to report in this regard. whole are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
Management’s Responsibility for the includes our opinion. Reasonable assurance is a high
Consolidated Financial Statements level of assurance, but is not a guarantee that an audit
The Parent’s Board of Directors is responsible for conducted in accordance with SAs will always detect a
the matters stated in section 134(5) of the Act with material misstatement when it exists. Misstatements can
respect to the preparation of these consolidated arise from fraud or error and are considered material if,
financial statements that give a true and fair view individually or in the aggregate, they could reasonably
of the consolidated financial position, consolidated be expected to influence the economic decisions
financial performance including other comprehensive of users taken on the basis of these consolidated
income, consolidated cash flows and consolidated financial statements.
changes in equity of the Group including its Associates
and joint ventures in accordance with the Ind AS and As part of an audit in accordance with SAs, we exercise
other accounting principles generally accepted in India. professional judgment and maintain professional
The respective Board of Directors of the companies skepticism throughout the audit. We also:
included in the Group and of its associates and joint
ventures are responsible for maintenance of adequate • Identify and assess the risks of material misstatement
accounting records in accordance with the provisions of of the consolidated financial statements, whether due
the Act for safeguarding the assets of the Group and its to fraud or error, design and perform audit procedures
associates and its joint ventures and for preventing and responsive to those risks, and obtain audit evidence
detecting frauds and other irregularities; selection and that is sufficient and appropriate to provide a basis
222
for our opinion. The risk of not detecting a material decisions of a reasonably knowledgeable user of the
Financial
Statements misstatement resulting from fraud is higher than for consolidated financial statements may be influenced.
Consolidated
one resulting from error, as fraud may involve collusion, We consider quantitative materiality and qualitative
Independent
forgery, intentional omissions, misrepresentations, or the factors in (i) planning the scope of our audit work and in
Auditor’s Report override of internal control. evaluating the results of our work; and (ii) to evaluate the
Balance Sheet effect of any identified misstatements in the consolidated
Statement of • Obtain an understanding of internal financial control financial statements.
Profit and Loss
Statement of
relevant to the audit in order to design audit procedures
Changes in that are appropriate in the circumstances. Under section We communicate with those charged with governance
Equity
143(3)(i) of the Act, we are also responsible for expressing of the Parent and such other entities included in the
Cash Flow
Statement our opinion on whether the Parent has adequate internal consolidated financial statements of which we are the
Notes financial controls system in place and the operating independent auditors regarding, among other matters,
effectiveness of such controls. the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in
• Evaluate the appropriateness of accounting policies internal control that we identify during our audit.
used and the reasonableness of accounting estimates
and related disclosures made by the management. We also provide those charged with governance
with a statement that we have complied with relevant
• Conclude on the appropriateness of management’s ethical requirements regarding independence, and to
use of the going concern basis of accounting and, based communicate with them all relationships and other
on the audit evidence obtained, whether a material matters that may reasonably be thought to bear on our
uncertainty exists related to events or conditions that independence, and where applicable, related safeguards.
may cast significant doubt on the ability of the Group and
its associates and joint ventures to continue as a going From the matters communicated with those charged
concern. If we conclude that a material uncertainty exists, with governance, we determine those matters that were
we are required to draw attention in our auditor’s report of most significance in the audit of the consolidated
to the related disclosures in the consolidated financial financial statements of the current period and are
statements or, if such disclosures are inadequate, to therefore the key audit matters. We describe these
modify our opinion. Our conclusions are based on the matters in our auditor’s report unless law or regulation
audit evidence obtained up to the date of our auditor’s precludes public disclosure about the matter or when,
report. However, future events or conditions may cause in extremely rare circumstances, we determine that
the Group and its associates and joint ventures to cease a matter should not be communicated in our report
to continue as a going concern. because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
• Evaluate the overall presentation, structure and benefits of such communication.
content of the consolidated financial statements,
including the disclosures, and whether the consolidated Other Matters
financial statements represent the underlying transactions (a) We did not audit the financial statements / financial
and events in a manner that achieves fair presentation. information of 2 subsidiaries, whose financial statements
/ financial information reflect total assets of ` 574
• Obtain sufficient appropriate audit evidence million as at 31st March, 2019, total revenues of ` 874
regarding the financial information of the entities or million and net cash inflows amounting to ` 61 million
business activities within the Group and its associates for the year ended on that date, as considered in the
and joint ventures to express an opinion on the consolidated financial statements. The consolidated
consolidated financial statements. We are responsible financial statements also include the Group’s share of
for the direction, supervision and performance of the net profit of ` 934 million for the year ended 31 March,
audit of the financial statements of such entities or 2019, as considered in the consolidated financial
business activities included in the consolidated financial statements, in respect of 5 associates, whose financial
statements of which we are the independent auditors. statements / financial information have not been audited
For the other entities or business activities included by us. These financial statements / financial information
in the consolidated financial statements, which have have been audited by other auditors whose reports
been audited by the other auditors, such other auditors have been furnished to us by the Management and our
remain responsible for the direction, supervision and opinion on the consolidated financial statements, in so
performance of the audits carried out by them. We remain far as it relates to the amounts and disclosures included
solely responsible for our audit opinion. in respect of these subsidiaries and associates, and our
report in terms of subsection (3) of Section 143 of the
Materiality is the magnitude of misstatements in the Act, in so far as it relates to the aforesaid subsidiaries
consolidated financial statements that, individually or and associates is based solely on the reports of the
in aggregate, makes it probable that the economic other auditors.
223
(b) The consolidated financial statements also include taken on record by the Board of Directors of the Company
the Group’s share of net profit of ` 620 million for the and the reports of the statutory auditors of its subsidiary
year ended 31 March, 2019, as considered in the companies and associate companies incorporated in
consolidated financial statements, in respect of 9 India, none of the directors of the Group companies
associates and 2 joint ventures, whose financial and its associate companies incorporated in India is
statements/financial information have not been audited disqualified as on 31 March, 2019 from being appointed
by us. These financial statements / financial information as a director in terms of Section 164 (2) of the Act.
are unaudited and have been furnished to us by the
Management and our opinion on the consolidated f) With respect to the adequacy of the internal financial
financial statements, in so far as it relates to the controls over financial reporting and the operating
amounts and disclosures included in respect of these effectiveness of such controls, refer to our separate
joint ventures and associates, is based solely on such Report in “Annexure A” which is based on the auditors’
unaudited financial statements / financial information. reports of the Parent, subsidiary companies and
In our opinion and according to the information and associate companies incorporated in India. Our report
explanations given to us by the Management, these expresses an unmodified opinion on the adequacy and
financial statements / financial information are not operating effectiveness of internal financial controls over
material to the Group. financial reporting of those companies.
Our opinion on the consolidated financial statements g) With respect to the other matters to be included in
above and our report on Other Legal and Regulatory the Auditor’s Report in accordance with the requirements
Requirements below, is not modified in respect of of section 197(16) of the Act, as amended:
the above matters with respect to our reliance on the
work done and the reports of other auditors and the In our opinion and to the best of our information
financial statements / financial information certified by and according to the explanations given to us, the
the Management. remuneration paid by the Parent to its directors during
the year is in accordance with the provisions of section
Report on Other Legal and Regulatory 197 of the Act.
Requirements
1. As required by Section 143(3) of the Act, based on h) With respect to the other matters to be included in
our audit and on the consideration of the reports of the the Auditor’s Report in accordance with Rule 11 of the
other auditors on the separate financial statements/ Companies (Audit and Auditors) Rules, 2014,as amended
financial information of the subsidiaries, associates and in our opinion and to the best of our information and
joint ventures referred to in the Other Matters section according to the explanations given to us:
above we report, to the extent applicable that:
i) The consolidated financial statements disclose the
a) We have sought and obtained all the information and impact of pending litigations on the consolidated financial
explanations which to the best of our knowledge and position of the Group, its associates and joint ventures.
belief were necessary for the purposes of our audit of Refer to note 40 to consolidated financial statements.
the aforesaid consolidated financial statements.
ii) Provision has been made in the consolidated
b) In our opinion, proper books of account as required by financial statements, as required under the applicable
law relating to preparation of the aforesaid consolidated law or accounting standards, for material foreseeable
financial statements have been kept so far as it appears losses, if any, on long-term contracts including
from our examination of those books, returns and the derivative contracts.
reports of the other auditors.
iii) There has been no delay in transferring amounts,
c) The Consolidated Balance Sheet, the Consolidated required to be transferred, to the Investor Education
Statement of Profit and Loss including Other and Protection Fund by the Parent and its subsidiary
Comprehensive Income, the Consolidated Cash Flow companies, associate companies and joint venture
Statement and the Consolidated Statement of Changes companies incorporated in India.
in Equity dealt with by this Report are in agreement with
For DELOITTE HASKINS & SELLS LLP
the relevant books of account maintained for the purpose
Chartered Accountants
of preparation of the consolidated financial statements.
(Firm’s Registration No. 117366W/W-100018)
d) In our opinion, the aforesaid consolidated financial
Jitendra Agarwal
statements comply with the Indian Accounting Standards
Place: New Delhi Partner
specified under Section 133 of the Act.
Date: 25th April, 2019 (Membership No. 87104)
e) On the basis of the written representations received
from the directors of the Parent as on 31st March, 2019
224
disposition of the company's assets that could have a were operating effectively as at 31 March, 2019, based
material effect on the financial statements. on “the criteria for internal financial control over financial
reporting established by the respective companies
Inherent Limitations of Internal Financial considering the essential components of internal control
Controls Over Financial Reporting stated in the Guidance Note on Audit of Internal Financial
Because of the inherent limitations of internal financial Controls Over Financial Reporting issued by the Institute
controls over financial reporting, including the possibility of Chartered Accountants of India”.
of collusion or improper management override of
controls, material misstatements due to error or fraud Other Matters
may occur and not be detected. Also, projections of any Our aforesaid report under Section 143(3)(i) of the Act
evaluation of the internal financial controls over financial on the adequacy and operating effectiveness of the
reporting to future periods are subject to the risk that internal financial controls over financial reporting insofar
the internal financial control over financial reporting may as it relates to 2 subsidiary companies and 2 associate
become inadequate because of changes in conditions, companies, which are companies incorporated in India,
or that the degree of compliance with the policies or is based solely on the corresponding reports of the
procedures may deteriorate. auditors of such companies incorporated in India.
b. Other equity
Items of other
Reserves and Surplus
comprehensive income
Balance at April 9,153 4,241 2 29,309 319,627 - - 6,909 - 369,241 154 369,395
01, 2017
Profit for the year - - - - 78,800 - - - - 78,800 7 78,807
Other comprehensive - - - - (132) - - 3,444 (1) 3,311 - 3,311
income for the year,
net of income tax
Total comprehensive - - - - 78,668 - - 3,444 (1) 82,111 7 82,118
income for the year
Payment of dividend - - - - (22,656) - - - - (22,656) - (22,656)
Tax on dividend - - - - (4,612) - - - - (4,612) - (4,612)
Balance at March 9,153 4,241 2 29,309 371,027 - - 10,353 (1) 424,084 161 424,245
31, 2018
Profit for the year - - - - 76,491 - - - - 76,491 15 76,506
Other comprehensive - - - - (284) - - (1,747) 1 (2,030) - (2,030)
income for the year,
net of income tax
Total comprehensive - - - - 76,207 - - (1,747) 1 74,461 15 74,476
income for the year
Payment of dividend - - - - (24,166) - - - - (24,166) - (24,166)
Tax on dividend - - - - (4,968) - - - - (4,968) - (4,968)
Employee Welfare Fund - - - - (772) 772 - - - - -
Scientific Research Fund - - - - (772) - 772 - - - - -
Income on funds - - - - (36) 36 - - - - - -
earmarked for
Employee welfare fund
Balance at March 9,153 4,241 2 29,309 416,520 808 772 8,606 - 469,411 176 469,587
31, 2019
The accompanying notes are forming part of these consolidated financial statements
For and on behalf of the Board of Directors
In terms of our report attached KENICHI AYUKAWA KAZUNARI YAMAGUCHI
For Deloitte Haskins & Sells LLP Managing Director & CEO Director
Chartered Accountants DIN : 02262755 DIN : 07961388
The accompanying notes are forming part of these consolidated financial statements
For and on behalf of the Board of Directors
1 General Information cycle as twelve months for the purpose of current and
Maruti Suzuki India Limited ("The Company") is a public non-current classification of assets and liabilities.
limited company incorporated and domiciled in India,
listed on the Bombay Stock Exchange (BSE) and the The principal accounting policies are set out below.
National Stock Exchange (NSE). The address of its
registered office is #1, Nelson Mandela Road, Vasant 2.3 Basis of Consolidation and equity
Kunj, New Delhi - 110070. The Company is a subsidiary of accounting
Suzuki Motor Corporation, Japan. The principal activities (i) Subsidiaries
of the Company and its subsidiaries are manufacturing, Subsidiaries are entities over which the Group has control.
purchase and sale of motor vehicles, components The Group controls an entity when the Group is exposed
and spare parts. The other activities of the Company to, or has rights to, variable returns from its involvement
comprise facilitation of pre-owned car sales, fleet with the entity and has the ability to affect those returns
management and car financing. The Company together through its power to direct the relevant activities of the
with its subsidiaries is herein referred to as "the Group". entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. They are
During the previous year, a Scheme of Amalgamation deconsolidated from the date the control ceases.
between the Company and its seven wholly owned
subsidiaries, by the names of Maruti Insurance Business The Group combines the financial statements of the
Agency Limited, Maruti Insurance Distribution Services parent and its subsidiaries line by line adding together like
Limited, Maruti Insurance Agency Network Limited, items of assets, liabilities, equity, income and expenses.
Maruti Insurance Agency Solutions Limited, Maruti Intercompany transactions, balance and unrealised
Insurance Agency Services Limited, Maruti Insurance gains on transactions between Group companies are
Agency Logistics Limited and Maruti Insurance eliminated. Accounting policies of subsidiaries have
Broker Limited became effective w.e.f. the appointed been changed where necessary to ensure consistency
date, i.e., April 1, 2016 on completion of all required with the policies adopted by the Group.
formalities on July 11, 2017 and approval of National
Company Law Tribunal. Non-controlling interests in the results and equity of
subsidiaries are shown separately in the consolidated
2 Significant Accounting Policies statement of profit and loss, consolidated statement of
2.1 Statement of compliance change in equity and balance sheet respectively.
The financial statements have been prepared as a going
concern in accordance with Indian Accounting Standards (ii) Associates
(Ind AS) notified under the Section 133 of the Companies An associate is an entity over which the Group has
Act, 2013 ("the Act") read with the Companies (Indian significant influence. Significant influence is the power to
Accounting Standards) Rules, 2015 and other relevant participate in the financial and operating policy decisions
provisions of the Act. of the investee but is not control or joint control over
those policies. Investments in associates are accounted
2.2 Basis of preparation and presentation for using the equity method of accounting (see note (iv)
The financial statements have been prepared on the below), after initially being recognised at cost.
historical cost convention on accrual basis except for
certain financial instruments which are measured at fair (iii) Joint Ventures
value at the end of each reporting period, as explained in A joint venture is a joint arrangement whereby the parties
the accounting policies mentioned below. Historical cost that have joint control of the arrangement have rights to
is generally based on the fair value of the consideration the net assets of the joint arrangement. Joint control
given in exchange of goods or services. is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about
All assets and liabilities have been classified as current the relevant activities require unanimous consent of the
or non-current according to the Group's operating cycle parties sharing control.
and other criteria set out in the Act. Based on the nature
of products and the time between the acquisition of Interests in joint ventures are accounted for using
assets for processing and their realisation in cash and the equity method of accounting (see note(iv)
cash equivalents, the Group has ascertained its operating
232
retirement benefit obligations. Substantial changes in of returns, discounts, sales incentives, goods & service
the assumed development of any of these variables tax and value added taxes.
may significantly change the Group's retirement
benefit obligations. The Group recognises revenue when the amount of
revenue and its related cost can be reliably measured
Note 17 & 38 : Provision for litigations and it is probable that future economic benefits will
Income Tax: The Group's tax jurisdiction is India. flow to the entity and degree of managerial involvement
Significant judgements are involved in determining the associated with ownership or effective control have been
provision for income taxes including judgement on met for each of the Group's activities as described below.
whether tax positions are probable of being sustained The Group bases its estimates on historical results,
in tax assessments. A tax assessment can involve taking into consideration the type of customer, the type
complex issues, which can only be resolved over of transactions and the specifics of each arrangement.
extended time periods.
2.6.1 Sale of goods
Other litigations: Litigations often involve complex legal/ Revenue is recognised for domestic and export sales of
regulatory issues and are connected with a high degree vehicles, spare parts, and accessories when the Group
of uncertainty. Accordingly, the assessment of whether transfers control over such products to the customer on
an obligation exists on the balance sheet date as a result dispatch from the factory and the port respectively.
of an event in the past, and whether a future cash outflow
is likely and the obligation can be reliably estimated, 2.6.2 Income from services
largely depends on estimations by the management. Revenue from engineering services are recognised
as the related services are performed. Revenue from
Note 17 : Provision for warranty and product recall extended warranty is recognised on time proportion
The Group creates provision based on historical basis. Income from other services are accounted
warranty claim experience. In addition, assumptions on over the period of rendering of services.
the amounts of potential costs are also included while Invoicing in excess of revenues are classified as contract
creating the provisions. The provisions are regularly liabilities. Contract liabilities pertains to advance
adjusted to reflect new information. consideration received towards sale of extended
warranty and other services by the Group.
Note 4 : Property, Plant and Equipment - Useful
economic life 2.6.3 Income from royalty
Property, plant and equipment represent a significant Revenue from royalty is recognised on an accrual
proportion of the asset base of the Group. The charge basis in accordance with the substance of the
in respect of periodic depreciation is derived after relevant arrangements.
determining an estimate of an asset’s expected useful
life and the expected residual value at the end of its life. 2.6.4 Other Income
The useful lives and residual values of Group's assets Dividend income from investments is recognised
are determined by the management at the time the asset when the shareholders' right to receive payment has
is acquired and reviewed periodically, including at each been established (provided that it is probable that the
financial year end. economic benefits will flow to the Group and the amount
of income can be measured reliably).
2.6 Revenue recognition
Effective April 1, 2018, the Group adopted Ind AS 115 Interest income from a financial asset is recognised
'Revenue from Contracts with Customers'. First time when it is probable that the economic benefits will
adoption has been conducted retrospectively with flow to the Group and the amount of income can be
cumulative effect of initially applying this standard as on measured reliably.
the transition date. The effect on the transition to Ind AS
115 is insignificant. 2.7 Leasing
Leases are classified as finance leases whenever the
Revenue is measured at the fair value of the consideration terms of the lease transfer substantially all the risks and
received or receivable. Amounts disclosed as revenue rewards of ownership to the lessee. All other leases are
are inclusive of excise duty (till 30th June, 2017) and net classified as operating leases.
234
Lease payments are apportioned between finance All other borrowing costs are recognised in profit or loss
expenses and reduction of the lease obligation so as in the period in which they are incurred.
to achieve a constant rate of interest on the remaining
balance of the liability. Finance expenses are recognised 2.10 Employee benefits
immediately in profit or loss, unless they are directly 2.10.1 Short-term obligations
attributable to qualifying assets, in which case they Liabilities for wages and salaries including non-monetary
are capitalised in accordance with the Group's general benefits that are expected to be settled within the
policy on borrowing costs (see note 2.9 below). operating cycle after the end of the period in which the
employees render the related services are recognised
Rental expense from operating leases is recognised on in the period in which the related services are rendered
a straight-line basis over the term of the relevant lease. and are measured at the undiscounted amount
Where the rentals are structured solely to increase in expected to be paid.
line with expected general inflation to compensate for
the lessor's expected inflationary cost increases, such 2.10.2 Other long-term employee benefit
increases are recognised in the period in which such obligations
benefits accrue. Liabilities for leave encashment and compensated
absences which are not expected to be settled wholly
Upfront amount paid for land taken on lease is amortised within the operating cycle after the end of the period
over the period of lease. in which the employees render the related service are
measured at the present value of the estimated future
2.8 Foreign currencies cash outflows using the projected unit credit method.
2.8.1 Functional and presentation currency The benefits are discounted using the market yields at
Items included in the financial statements are the end of the reporting period on Government bonds
measured using the currency of the primary economic that have terms approximating to the terms of the related
environment in which the entity operates (‘the functional obligation. Remeasurements as a result of experience
currency’). The financial statements are presented in adjustments and changes in actuarial assumptions are
Indian rupee (`), which is the Group’s functional and recognised in profit or loss.
presentation currency.
235
2.10.3 Post-employment obligations Insurance Fund and Employees’ Pension Scheme are
Defined benefit plans charged to the statement of profit and loss every year.
The Group has defined benefit plans namely gratuity,
provident fund and retirement allowance for employees. Termination benefits
The gratuity fund and provident fund are recognised by A liability for the termination benefit is recognised at
the income tax authorities and are administered through the earlier of when the Group can no longer withdraw
trusts set up by the Group. Any shortfall in the size of the the offer of the termination benefit and when the Group
fund maintained by the trust is additionally provided for recognises any related restructuring costs.
in profit or loss.
2.11 Taxation
The liability or asset recognised in the balance sheet Income tax expense represents the sum of the tax
in respect of gratuity plans is the present value of the currently payable and deferred tax.
defined benefit obligation at the end of the reporting
period less the fair value of plan assets. The defined 2.11.1 Current tax
benefit obligation is calculated annually by actuaries The tax currently payable is based on taxable profit for
using the projected unit credit method. the year. Taxable profit differs from 'profit before tax'
as reported in the statement of profit and loss because
The present value of the defined benefit obligation is of items of income or expense that are taxable or
determined by discounting the estimated future cash deductible in other years and items that are never taxable
outflows by reference to market yields at the end of the or deductible. The Group's current tax is calculated
reporting period on government bonds that have terms using tax rates that have been enacted or substantively
approximating to the terms of the related obligation. enacted by the end of the reporting period.
The net interest cost is calculated by applying the 2.11.2 Deferred tax
discount rate to the net balance of the defined benefit Deferred tax is recognised on temporary differences
obligation and the fair value of plan assets. This cost is between the carrying amounts of assets and liabilities
included in employee benefit expense in profit or loss. in the financial statements and the corresponding
tax bases used in the computation of taxable profits.
Remeasurement gains and losses arising from experience Deferred tax liabilities are recognised for all taxable
adjustments and changes in actuarial assumptions are temporary differences. Deferred tax assets are recognised
recognised in the period in which they occur, directly for all deductible temporary differences and incurred
in other comprehensive income. They are included in tax losses to the extent that it is probable that taxable
retained earnings in the statement of changes in equity profits will be available against which those deductible
and in the balance sheet. temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary
Changes in the present value of the defined benefit difference arises from the initial recognition (other than
obligation resulting from plan amendments or in a business combination) of assets and liabilities in a
curtailments are recognised immediately in profit or loss transaction that affects neither the taxable profit nor the
as past service cost. accounting profit.
Defined contribution plans The carrying amount of deferred tax assets is reviewed
The Group has defined contribution plans for at the end of each reporting period and reduced to the
post-employment benefit namely the superannuation extent that it is no longer probable that sufficient taxable
fund which is recognised by the income tax authorities. profits will be available to allow all or part of the asset
This fund is administered through a trust set up by the to be recovered.
Group and the Group’s contribution thereto is charged
to profit or loss every year. The Group has no further Deferred tax liabilities and assets are measured at the
payment obligations once the contributions have been tax rates that are expected to apply in the period in
paid. The Group also maintains an insurance policy to which the liability is settled or the asset realised, based
fund a post-employment medical assistance scheme, on tax rates (and tax laws) that have been enacted or
which is a defined contribution plan. The Group’s substantively enacted by the end of the reporting period.
contribution to State Plans namely Employees’ State
236
2.12 Property, plant and equipment The assets' residual values, estimated useful lives and
Property, plant and equipment are stated at cost of depreciation method are reviewed at the end of each
acquisition or construction less accumulated depreciation reporting period, with the effect of any changes in
less accumulated impairment, if any. Freehold land is estimate accounted for on a prospective basis.
measured at cost and is not depreciated.
All assets, the individual written down value of which
Such assets are classified to the appropriate categories at the beginning of the year is ` 5,000 or less, are
of property, plant and equipment when completed and depreciated at the rate of 100%. Assets purchased
ready for intended use. during the year costing ` 5,000 or less are depreciated
at the rate of 100%.
Subsequent costs are included in the asset's carrying
amount or recognised as a separate asset, as appropriate, Gains and losses on disposal are determined by
only when it is probable that future economic benefits comparing proceeds with carrying amount and are
associated with the item will flow to the Group and the credited / debited to profit or loss.
cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate Freehold land and Leasehold land in the nature of
asset is derecognised when replaced. Other repairs and perpetual lease is not amortised.
maintenance of revenue nature are charged to profit or
loss during the reporting period in which they are incurred. 2.13 Intangible assets
2.13.1 Intangible assets acquired separately
An item of property, plant and equipment is derecognised Lump sum royalty and engineering support fee is carried
upon disposal or when no future economic benefits are at cost which is incurred and stated in the relevant licence
expected to arise from continued use of asset. Any gain agreement with the technical knowhow / engineering
or loss arising on the disposal or retirement of an item support provider less accumulated amortisation and
of property, plant and equipment is determined as the accumulated impairment losses. Amortisation is
difference between the sales proceeds and the carrying recognised on a straight line basis over their estimated
amount of asset and recognised in profit or loss. useful lives. The estimated useful lives and amortisation
method are reviewed at end of each reporting period,
Depreciation methods, estimated useful lives and with the effect of any changes in estimate being
residual value accounted for on a prospective basis.
Depreciation is calculated using the straight-line method
on a pro-rata basis from the month in which each asset 2.13.2 Amortisation methods and useful lives
is put to use to allocate their cost, net of their residual Lump sum royalty and engineering support fee is
values, over their estimated useful lives. amortised on a straight line basis over its estimated
237
useful life i.e. 5 years from the start of production of the and there is a reliable estimate of the amount of the
related model. An intangible asset is derecognised when obligation. Provisions are determined by discounting the
no future economic benefits are expected from use. expected future cash flows at a pre tax rate that reflects
current market assessment of the time value of money
2.14 Impairment of tangible and intangible and the risks specific to the liability.
assets
At the end of each reporting period, the Group reviews Contingent Liabilities: Contingent liabilities are disclosed
the carrying amounts of its tangible and intangible when there is a possible obligation arising from past
assets to determine whether there is any indication that events, the existence of which will be confirmed only
those assets have suffered an impairment loss. If any by the occurrence or non occurrence of one or more
such indication exists, the recoverable amount of the uncertain future events not wholly within the control of
asset is estimated in order to determine the extent of the the Group or a present obligation that arises from past
impairment loss (if any). events where it is either not probable that an outflow of
resources will be required to settle or a reliable estimate
Recoverable amount is the higher of fair value less costs of the amount cannot be made.
of disposal and value in use. In assessing value in use,
the estimated future cash flows are discounted to their 2.17 Financial instruments
present value using a pre-tax discount rate that reflects A financial instrument is any contract that gives rise to
current market assessments of the time value of money a financial asset of one entity and a financial liability
and the risks specific to the asset for which the estimates or equity instrument of another entity. Financial assets
of future cash flows have not been adjusted. and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of
2.15 Inventories the instruments.
Inventories are valued at the lower of cost, determined
on the weighted average basis and net realisable value. Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are
The cost of finished goods and work in progress directly attributable to the acquisition or issue of
comprises raw materials, direct labour, other direct financial instruments (other than financial assets and
costs and appropriate proportion of variable and fixed financial liabilities at fair value through profit or loss) are
overhead expenditure, the latter being allocated on the added to or deducted from the fair value of the financial
basis of normal operating capacity. Cost of inventories assets or financial liabilities, as appropriate, on initial
also include all other costs incurred in bringing the recognition. Transaction costs directly attributable to the
inventories to their present location and condition. acquisition of financial assets or financial liabilities at fair
Costs of purchased inventory are determined after value through profit or loss are recognised immediately
deducting rebates and discounts. Net realisable value in profit or loss. Subsequently, financial instruments
is the estimated selling price in the ordinary course of are measured according to the category in which they
business, less the estimated costs of completion and the are classified.
estimated costs necessary to make the sale.
2.18 Financial assets
Machinery spares (other than those supplied along All purchases or sales of financial assets are recognised
with main plant and machinery, which are capitalised and derecognised on a trade date basis. Regular way
and depreciated accordingly) are charged to profit or purchases or sales are purchases or sales of financial
loss on consumption except those valued at ` 5,000 assets that require delivery of assets within the time
or less individually, which are charged to revenue in the frame established by regulation or convention in
year of purchase. the marketplace.
2.16 Provisions and contingencies All recognised financial assets are subsequently
Provisions: Provisions are recognised when there is measured in their entirety at either amortised cost
a present obligation as a result of a past event and it or fair value, depending on the classification of the
is probable that an outflow of resources embodying financial assets.
economic benefits will be required to settle the obligation
238
Investments in debt based mutual funds are measured at For trade receivables or any contractual right to
fair value through profit or loss. receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115, the
Financial assets which are fair valued through profit Group always measures the loss allowance at an amount
or loss are measured at fair value at the end of each equal to lifetime expected credit losses.
reporting period, with any gains or losses arising on
remeasurement recognised in profit or loss. 2.18.8 Derecognition of financial assets
A financial asset is derecognised only when
2.18.5 Trade receivables
Trade receivables are recognised initially at fair value and • The Group has transferred the rights to receive cash
subsequently measured at amortised cost less provision flows from the financial asset or
for impairment.
• Retains the contractual rights to receive the cash
2.18.6 Cash and cash equivalents flows of the financial asset, but assumes a contractual
In the cash flow statement, cash and cash equivalents obligation to pay the cash flows to one or more recipients.
includes cash in hand, cheques and drafts in hand,
balances with bank and deposits held at call with 2.18.9 Foreign exchange gains and losses
financial institutions, short-term highly liquid investments The fair value of financial assets denominated in a
with original maturities of three months or less that are foreign currency is determined in that foreign currency
readily convertible to known amounts of cash and which and translated at the exchange rate at the end of each
are subject to an insignificant risk of changes in value. reporting period. For foreign currency denominated
Bank overdrafts are shown within borrowings in current financial assets measured at amortised cost or fair
liabilities in the balance sheet and forms part of financing value through profit or loss the exchange differences
activities in the cash flow statement. Book overdraft are are recognised in profit or loss except for those which
shown within other financial liabilities in the balance are designated as hedge instrument in a hedging
sheet and forms part of operating activities in the cash relationship. Further change in the carrying amount of
flow statement. investments in equity instruments at fair value through
other comprehensive income relating to changes
2.18.7 Impairment of financial assets in foreign currency rates are recognised in other
The Group assesses impairment based on expected comprehensive income.
credit losses (ECL) model to the following :
2.19 Financial liabilities and equity instruments
• financial assets measured at amortised cost 2.19.1 Classification of debt or equity
Debt or equity instruments issued by the Group are
• financial assets measured at fair value through other classified as either financial liabilities or as equity in
comprehensive income accordance with the substance of the contractual
arrangements and the definitions of a financial liability
Expected credit loss are measured through a loss and an equity instrument.
allowance at an amount equal to :
2.19.2 Equity instruments
• the twelve month expected credit losses (expected An equity instrument is any contract that evidences a
credit losses that result from those default events on residual interest in the assets of an entity after deducting
the financial instruments that are possible within twelve all of its liabilities. Equity instruments issued by the
months after the reporting date); or Group are recognised at the proceeds received, net of
direct issue costs.
• full life time expected credit losses (expected credit
losses that result from all possible default events over
the life of the financial instrument).
240
2.20 Derivative financial instruments Changes in the fair value of these contracts that are
The Group enters into foreign exchange forward contracts designated and effective as hedges of future cash flows
and certain other derivative financial instruments to are recognised in other comprehensive income (net of
manage its exposure to foreign exchange rate risks tax) and the ineffective portion is recognised immediately
and commodity price risks. Further details of derivative in the profit or loss. Amount accumulated in equity are
financial instruments are disclosed in note 34.
241
reclassified to the profit or loss in the periods in which Acquisition related costs are recognized in profit or loss
the forecasted transaction occurs. as incurred. The acquiree’s identifiable assets, liabilities
and contingent liabilities that meet the conditions for
Hedge accounting is discontinued when the hedging recognition are recognized at their fair value at the
instrument expires or is sold, terminated, or exercised, acquisition date, except certain assets and liabilities that
or no longer qualifies for hedge accounting. For forecast are required to be measured as per the applicable standard.
transactions, any cumulative gain or loss on the hedging Purchase consideration in excess of the Group’s interest
instrument recognised in other equity is retained there in the acquiree’s net fair value of identifiable assets,
until the forecast transaction occurs. liabilities and contingent liabilities is recognized as
goodwill. Excess of the Group’s interest in the net fair
Note 34 sets out details of the fair values of the derivative value of the acquiree’s identifiable assets, liabilities and
instruments used for hedging purposes. contingent liabilities over the purchase consideration is
recognized, after reassessment of fair value of net assets
2.22 Offsetting Financial Instruments acquired, in the Capital Reserve.
Financial assets and liabilities are offset and the net
amount is reported in the balance sheet where there Common control
is a legally enforceable right to offset the recognised A business combination involving entities or
amounts and there is an intention to settle on a net basis businesses under common control is a business
or realise the asset and settle the liability simultaneously. combination in which all of the combining entities
The legally enforceable right must not be contingent on or businesses are ultimately controlled by the same
future events and must be enforceable in the normal party or parties both before and after the business
course of business and in the event of default, insolvency combination and the control is not transitory.
or bankruptcy of the Group or the counterparty. Business combinations involving entities under common
control are accounted for using the pooling of interests
2.23 Government Grant method. The net assets of the transferor entity or
Government grants are recognised where there is business are accounted at their carrying amounts on the
reasonable assurance that the Group will comply with the date of the acquisition subject to necessary adjustments
conditions attaching to them and the grants will be received. required to harmonise accounting policies. Any excess
Government grants are recognised in statement of profit or shortfall of the consideration paid over the share
and loss on a systematic basis over the periods in which capital of transferor entity or business is recognised as
the Group recognises as expense the related cost for capital reserve under equity.
which the grants are intended to compensate.
2.28 Rounding of amounts
2.24 Earning Per Share All amounts disclosed in the financial statements and
Basic earning per share has been computed by dividing the accompanying notes have been rounded off to the
the net income by the weighted average number of nearest million as per the requirement of Schedule III of
shares outstanding during the year. Diluted earning per the Companies Act 2013, unless otherwise stated.
share has been computed using the weighted average
number of shares and diluted potential shares, except 3 Applicability of New and Revised Ind AS
where the result would be anti-dilutive.
3.1 Ministry of Corporate affairs has notified Ind AS 116
- Leases, which is effective from April 1, 2019, which will
2.25 Dividends
replace the existing lease standard, Ind AS 17 Leases
Final dividends on shares are recorded on the date of
and related interpretations. The new standard sets
approval by the shareholders of the Group.
out the principles for the recognition, measurement,
presentation and disclosure of lease for both parties
2.26 Royalty
to a contract i.e. the lessee and the lessor. Ind AS
The Group pays / accrues for royalty in accordance with
116 introduces a single lessee accounting model and
the relevant licence agreements.
requires a lessee to recognise assets and liabilities for
all leases with a term of more than 12 months, unless
2.27 Business combinations
the underlying asset is of low value. Currently, operating
Acquisitions of subsidiaries and businesses are
lease expenses are charged to the statement of profit and
accounted for using the acquisition method.
242
As at As at
31.03.2019 31.03.2018
Carrying amount of
Freehold Land 38,591 31,574
Leasehold Land ^ 546 546
Buildings 18,881 16,959
Plant & Machinery 88,330 78,472
Electronic Data Processing (EDP) Equipment 522 573
Furniture, Fixtures and Office Appliances 1,601 1,392
Vehicles 1,391 1,255
149,862 130,771
Capital work-in-progress 16,069 21,321
165,931 152,092
^ In the nature of perpetual lease
Furniture,
Freehold Leasehold Plant & EDP
Fixtures
Land Land Buildings Machinery Equipment Vehicles Total
and Office
Appliances
6 Investments
As at As at
31.03.2019 31.03.2018
Non-current
Investment in equity instruments
- Associate companies 9,452 8,176
- Joint venture companies 1,748 1,464
- Others 9,026 10,771
Investment in preference shares - -
Investment in debt mutual funds 304,355 328,647
324,581 349,058
Current
Investment in debt mutual funds 50,455 12,173
50,455 12,173
Aggregate value of unquoted investments 365,078 349,674
Aggregate value of quoted investments 10,008 11,607
Market value of quoted investments 10,773 13,710
Aggregate provision for diminution in value of investments 50 50
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
Investment in associates are accounted for using the equity method in these consolidated financial statements.
Each of the fourteen associates is not individually material to the Group considering the contribution of these
associates to the consolidated net asset of the Group.
As at As at
31.03.2019 31.03.2018
Aggregate carrying amount of the Group's interest in these associates 9,452 8,176
247
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
Investment in joint ventures are accounted for using the equity method in these consolidated financial statements.
Each of the joint ventures is not individually material to the Group considering the contribution of these joint ventures
to the consolidated net asset of the Group.
Financial information in respect of joint ventures that are not individually material
As at As at
31.03.2019 31.03.2018
Aggregate carrying amount of the Group's interest in these associates 1,748 1,464
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Number Amount Number Amount
As at 31.03.2019 As at 31.03.2018
Current Non Current Current Non Current
As at As at
31.03.2019 31.03.2018
Non Current
Employee related loans and advances 1 1
Inter corporate deposits- unsecured considered doubtful 125 125
Provision for doubtful Intercorporate deposits (125) (125)
Others 1 1
2 2
Current
Employee related loans and advances 161 30
161 30
249
8 Trade Receivables
As at As at
31.03.2019 31.03.2018
8.1 The credit risk to the Company is limited since most of the sales are made against advances or letter of credit/
bank guarantees from banks of national standing. The credit period generally allowed on domestic sales varies from
30 to 45 days (excluding transit period). The credit period on export sales varies on case to case basis, based on
market conditions.
As at As at
31.03.2019 31.03.2018
Age of receivables
Within the credit period 22,222 13,998
1-90 days past due 837 502
91-180 days past due 37 86
More than 180 days past due 32 68
23,128 14,654
9 Other Financial Assets (unsecured and considered good, unless otherwise stated)
As at As at
31.03.2019 31.03.2018
Non-current
Financial assets carried at amortised cost
Security deposits 216 200
Others 128 128
344 328
Current
Financial assets carried at amortised cost
Interest accrued - secured 1 1
- unsecured 21 21
Recoverable from related parties 4,708 2,464
Others - considered good 162 251
- considered doubtful 28 -
Less: provision for doubtful assets (28) -
Financial assets carried at fair value
Foreign currency and commodity forward contract not 72 109
ualifying or not designated in hedge accounting relationships
4,964 2,846
250
The cost of inventories recognised as an expense during the year in respect of continuing operations was ` 673,306
million (previous year ` 614,876 million).
The cost of inventories recognised as an expense includes ` 119 million (previous year ` 152 million) in respect of
write-downs of inventory to net realisable value.
As at As at
31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
Non-current
Capital advances - considered good* 4,295 6,573
Prepaid expenses and leases 7,730 5,481
Amount paid under protest / dispute 7,397 6,413
Claims - unsecured considered good 58 96
- unsecured considered doubtful 27 27
Less : provision for doubtful claims (27) (27)
Others 1,111 24
20,591 18,587
Current
Balance with customs, port trust and other government authorities 585 2,363
Claims 848 1,084
Prepaid expenses and leases 770 578
Balance with related parties 1,948 5,815
Others - considered good 1,487 3,300
- considered doubtful 238 104
Less: provision for doubtful balances (238) (104)
5,638 13,140
* Includes capital advance given to related parties ` 444 million (31.03.18: ` 1,021 million).
As at As at
31.03.2019 31.03.2018
As at 31.03.2019 As at 31.03.2018
Number of Amount Number of Amount
shares shares
13.4 Details of shares held by each shareholder holding more than 5% shares
As at 31.03.2019 As at 31.03.2018
Number of % Number of %
shares holding shares holding
Suzuki Motor Corporation (the holding company) 169,788,440 56.21 169,788,440 56.21
Life Insurance Corporation of India 20,192,659 6.68 15,589,504 5.16
14 Other Equity
As at As at
31.03.2019 31.03.2018
Capital reserve 2 2
General reserve 29,309 29,309
Securities premium 4,241 4,241
Reserve created on amalgamation 9,153 9,153
Retained earnings 416,520 371,027
Employee welfare fund 808 -
Scientific research fund 772 -
Reserve for equity instruments through other comprehensive income 8,606 10,353
Cash flow hedging reserve - (1)
469,411 424,084
The general reserve is free reserve which is created from time to time on transfer of profits from retained earnings.
General reserve is created by transfer from one component of equity to another and is not an item of other
comprehensive income, items included in general reserve will not be reclassified subsequently to profit or loss.
Securities premium represents premium received on equity shares issued, which can be utilised only in accordance
with the provisions of the Companies Act, 2013 ("the Act") for specified purposes.
This reserve is created on the basis of the scheme of amalgamation of erstwhile Suzuki Powertrain India Limited
(SPIL) with the Company as approved by the High Court of Delhi in the year ended 31st March 2013.
During the year, a dividend of ` 80 per share, total dividend ` 24,166 million (previous year : ` 75 per share, total
dividend ` 22,656 million) was paid to equity shareholders.
254
This reserves represents the cumulative gains and losses arising on the revaluation of equity instruments measured
at fair value through other comprehensive income, net of amount reclassified to retained earnings when those assets
have been disposed of.
The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in
fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or
loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and
accumulated under the heading of cash flow hedging reserve will be reclassified to profit or loss only when the
hedged transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedging item.
This reserve is created by appropriating 1% of profit after tax of the previous year and will be utilised for undertaking
welfare activities such as housing, education and health for the employees of the Company. No expenditure has
been done from this fund during the current year.
255
This reserve is created by appropriating 1% of profit after tax of the previous year and will be utilised for promotion
of scientific research and technology in India. No expenditure has been done from this fund during the current year.
15 Non-Controlling Interest
Proportion of ownership
Place of incorporation interests and voting rights Profit (loss) allocated to Accumulated non-
Name of subsidiary and principal place of held by non-controlling non-controlling interest controlling interest
business interest
31.03.2019 31.03.2018 31.03.2019 31.03.2018 31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
16 Borrowings
As at As at
31.03.2019 31.03.2018
Non-current
Unsecured
Term loans from banks 80 100
80 100
Current
Unsecured
Loans repayable on demand from banks
- cash credit and overdraft 1,496 1,108
1,496 1,108
2. Loan repayable on demand from banks (Cash credit and Overdraft) amounting to ` 1,496 million at an interest
rate of 7.60% to 8.75%, repayable within 0-10 days (as at 31.03.18: ` 1,108 million at an interest rate of 8.30% to
8.70%, repayable within 0-3 days)
As at As at
31.03.2019 31.03.2018
Current
Financial liabilities carried at amortised cost
Current maturities of long term debts (Refer to Note 16) 20 -
Payables to capital creditors 6,411 9,881
Deposits from dealers, contractors and others 7,020 2,862
Interest accrued 46 20
Unpaid dividend* 19 12
Book overdraft 898 548
Others 6 13
Derivatives designated and effective as hedging instruments carried at fair value
Foreign currency forward contract designated in hedge accounting relationships - 2
14,420 13,338
* There are no amounts due for payment to the Investor Education and Protection Fund under Section 125(1) of the
Companies Act 2013.
18 Provisions
As at As at
31.03.2019 31.03.2018
Non-current
Provisions for employee benefits
Provision for retirement allowance 72 66
Other provisions
Provision for warranty & product recall 323 199
395 265
Current
Provisions for employee benefits
Provision for retirement allowance 3 3
Provision for compensated absences 3,522 2,925
Other provisions
Provision for litigation / disputes 2,151 2,118
Provision for warranty & product recall 578 563
6,254 5,609
As at As at
31.03.2019 31.03.2018
21 Trade Payables
As at As at
31.03.2019 31.03.2018
Disclosure under Section 22 of the Micro, Small and Medium Enterprises Development Act,
2006 (MSMED)
As at As at
31.03.2019 31.03.2018
Dues to micro and small enterprises have been determined to the extent such parties have been identified on
the basis of intimation received from the “suppliers” regarding their status under the Micro, Small and Medium
Enterprises Development Act, 2006.
261
22 Current Tax
As at As at
31.03.2019 31.03.2018
25 Material Consumed
25.1 Cost of materials consumed
Opening balances
Work in progress 1,772 1,546
Finished goods manufactured
Vehicle 9,700 12,330
Vehicle spares and components 363 481
Traded goods
Vehicle spares and components 2,871 2,629
14,706 16,986
Closing balances
Work in progress 2,995 1,772
Finished goods manufactured
Vehicle 5,683 9,700
Vehicle spares and components 454 363
Traded goods
Vehicle 85 -
Vehicle spares and components 3,373 2,871
12,590 14,706
Excise duty on increase / (decrease) of finished goods - (1,872)
2,116 408
263
27 Finance Costs
Interest costs:
Cash credit and overdrafts 245 280
Deposits from dealers, contractors and others 505 630
Interest on enhanced compensation for land 9 2,548
759 3,458
29 Other Expenses
30 Income Taxes
30.1 Income tax recognised in profit or loss
Current tax
In respect of the current year 30,786 33,669
In respect of prior years (1,448) (164)
29,338 33,505
Deferred tax
In respect of the current year 394 (643)
394 (643)
Total income tax expense recognised in the current year 29,732 32,862
The income tax expense for the year can be reconciled to the accounting profit as follows
The tax rate used for the FY19 reconciliations above is the corporate tax rate of 34.944% (previous year 34.608%)
payable by corporate entities in India on taxable profits under the Indian tax law.
31 Segment Information
The Group is primarily in the business of manufacturing, purchase and sale of motor vehicles, components and spare
parts ("automobiles"). The other activities of the Group comprise facilitation of pre-owned car sales, fleet management
car financing and servicing of the car manufactured by the Group. The income from these activities is not material
in financial terms but such activities contribute significantly in generating demand for the products of the Group.
The board of directors, which has been identified as being the chief operating decision maker (CODM), evaluates the
Group's performance, allocate resources based on the analysis of the various performance indicator of the Group as
a single unit. Therefore there is no reportable segment for the Group.
a) Domestic information includes sales and services rendered to customers located in India.
b) Overseas information includes sales and services rendered to customers located outside India.
c) Non-current segment assets includes property, plant and equipment, capital work in progress, intangible assets
and capital advances.
266
During the year the Group has recognised the following amounts in the statement of profit and loss:
These plans typically expose the Group to actuarial risks such as: investment risk, interest rate risk,
longevity risk and salary risk.
Investment risk
The probability or likelihood of lower returns as compared to the expected return on any particular investment.
Interest risk
The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will result in an increase in the
ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
267
Longevity risk
The present value of defined benefit plan liability is calculated by reference to the best estimate of the mortality of
plan participants both during and after employment. An increase in the life expectancy of the plan participants will
increase the plan's liability.
Salary risk
The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan
participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase
in salary used to determine the present value of obligation will have a bearing on the plan's liabilty.
The principal assumptions used for the purpose of the actuarial valuations were as follows:
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
As at 31.03.19
Discount rate(s) 8.65% 7.70% 7.70% 7.70%
Rate of increase in compensation level NA 7.00% 7.00% NA
Expected average remaining working lives of 25 25 25 25
employees (years)
As at 31.03.18
Discount rate(s) 8.55% 7.80% 7.80% 7.80%
Rate of increase in compensation level NA 7.00% 7.00% NA
Expected average remaining working lives of 25 25 25 25
employees (years)
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
The current service cost and the interest expense for the year are included in the 'Employee benefits expense' in the
profit or loss.
The remeasurement of the net defined benefit liability is included in other comprehensive income.
The amount included in the balance sheet arising from the entity's obligation in respect of its defined benefit plans
is as follows:
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
As at 31.03.19
Present value of obligation 19,439 3,522 3,743 75
Fair value of plan assets 20,079 - 3,752 -
Surplus / (deficit) 640 (3,522) 9 (75)
Effects of asset ceilling, if any * 640 - 9 -
Net asset / (liability) - (3,522) - (75)
As at 31.03.18
Present value of obligation 16,672 2,925 2,938 69
Fair value of plan assets 17,292 - 2,946 -
Surplus / (deficit) 620 (2,925) 8 (69)
Effects of asset ceilling, if any * 620 - 8 -
Net asset / (liability) - (2,925) - (69)
* The Company has an obligation to make good the shortfall, if any.
269
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
As at 31.03.19
Classified as long term - - - 72
Classified as short term - 3,522 - 3
Total - 3,522 - 75
As at 31.03.18
Classified as long term - - - 66
Classified as short term - 2,925 - 3
Total - 2,925 - 69
Movement in the present value of the defined benefit obligation are as follows:
Leave Employees
Provident Retirement
Encashment / Gratuity
Fund Allowance
Compensated Fund
Absence
Provident Employees
Fund Gratuity Fund
Provident Employees
Fund Gratuity Fund
As at 31.03.19
Government Securities (Central & State) 46% 0%
Corporate Bonds 47% 0%
Equity Mutual Funds 5% 0%
Fund managed by insurer (including ULIPs) 0% 84%
Special deposit scheme 1% 0%
Cash & cash equivalents 1% 16%
Total 100% 100%
As at 31.03.18
Government Securities (Central & State) 46% 0%
Corporate Bonds 46% 0%
Equity Mutual Funds 2% 0%
Fund managed by insurer (including ULIPs) 0% 84%
Special deposit scheme 2% 0%
Cash & cash equivalents 4% 16%
Total 100% 100%
The fair value of the above ULIP schemes are determined based on the Net Asset Value (NAV). Moreover, for other
investments the fair value is taken as per the account statements of the insurance companies.
The average duration of the defined benefit obligation of gratuity fund at 31.03.19 is 14 years (as at
31.03.18: 14 years).
The Group expects to make a contribution of ` 310 million (as at 31.03.18: ` 173 million) to the defined benefit plans
during the next financial year.
Sensitivity analysis
Significant actuarial assumption for the determination of defined obligation are discount rate, expected salary growth
rate, attrition rate and mortality rate. The sensitivity analysis below have been determined based on reasonably
possible changes in respective assumption occurring at the end of reporting period, while holding all other
assumptions constant.
If the discount rate increases (decreases) by 1%, the defined benefit obligation would decrease by ` 663 million
(increase by ` 789 million) (as at 31.03.18: decrease by ` 508 million (increase by ` 604 million)).
If the expected salary growth rate increases (decreases) by 1%, the defined benefit obligation would increase by
` 740 million (decrease by ` 638 million) (as at 31.03.18: increase by ` 567 million (decrease by ` 490 million)).
272
Financial assets
Investments*
- in equity instruments - 9,026 - 9,026 - 10,771 - 10,771
- in debt mutual funds 354,810 - - 354,810 340,820 - - 340,820
Trade Receivable - - 23,128 23,128 - - 14,654 14,654
Cash and bank balances - - 1,878 1,878 - - 740 740
Loans - - 163 163 - - 32 32
Security deposits - - 216 216 - - 200 200
Foreign currency / commodity 72 - - 72 109 - - 109
forward contracts
Interest accrued - - 22 22 - - 22 22
Recoverable from - - 4,708 4,708 - - 2,464 2,464
related parties
Others - - 290 290 - - 379 379
Total financial assets 354,882 9,026 30,405 394,313 340,929 10,771 18,491 370,191
Financial liabilities
Borrowings - - 1,576 1,576 - - 1,208 1,208
Current maturities of - - 20 20 - - - -
long term debts
Trade payables - - 96,377 96,377 - - 104,993 104,993
Deposits from dealers, - - 7,020 7,020 - - 2,862 2,862
contractors and others
Payable to capital creditors - - 6,411 6,411 - - 9,881 9,881
Interest accrued - - 46 46 - - 20 20
Unpaid dividend - - 19 19 - - 12 12
Book overdraft - - 898 898 - - 548 548
Foreign currency / commodity - - - - - 2 - 2
forward contracts
Others - - 6 6 - - 13 13
Total financial liabilities - - 112,373 112,373 - 2 119,537 119,539
* Investment value excludes carrying value of equity accounted investment in joint ventures and investment in associates of
` 11,198 million (as at 31.03.2018 : ` 9,639 million).
273
Financial assets
Financial instruments at FVTPL
Investments in debt mutual funds 6 316,446 38,364 - 354,810
Foreign currency / commodity forward contracts 9 - 72 - 72
Financial instruments at FVTOCI
Quoted equity instruments 6 8,577 - - 8,577
Unquoted equity instruments 6 - - 449 449
Total financial assets 325,023 38,436 449 363,908
Financial liabilities
Financial instruments at FVTOCI
Foreign currency / commodity forward 17 - - - -
contracts
Total financial liabilities - - - -
Financial assets
Financial instruments at FVTPL
Investments in debt mutual funds 6 308,518 32,302 - 340,820
Foreign currency / commodity forward contracts 9 - 109 - 109
Financial instruments at FVTOCI
Quoted equity instruments 6 10,334 - - 10,334
Unquoted equity instruments 6 - - 437 437
Foreign currency / commodity 9 - - - -
forward contracts
Total financial assets 318,852 32,411 437 351,700
Financial liabilities
Financial instruments at FVTOCI
Foreign currency / commodity 17 - 2 - 2
forward contracts
Total financial liabilities - 2 - 2
Level 1: Quoted prices in the active market. This level of hierarchy includes financial assets that are measured by
reference to quoted prices in the active market. This category consists of quoted equity shares and debt based open
ended mutual funds.
Level 2: Valuation techniques with observable inputs. This level of hierarchy includes items measured using inputs
other than quoted prices included within Level 1 that are observable for such items, either directly or indirectly.
This level of hierarchy consists of debt based close ended mutual fund investments and over the counter (OTC)
derivative contracts.
274
The fair value of the financial assets are determined at the amount that would be received to sell an asset in an
orderly transaction between market participants. The following methods and assumptions were used to estimate
the fair values:
Investments in debt mutual funds: Fair value is determined by reference to quotes from the financial institutions, ie.
Net asset value (NAV) for investments in mutual funds declared by mutual fund house.
Derivative contracts: The Group has entered into variety of foreign currency and commodity forward contracts and
swaps to manage its exposure to fluctuations in foreign exchange rates and commodity price risk. These financial
exposures are managed in accordance with the Group’s risk management policies and procedures. Fair value
of derivative financial instruments are determined using valuation techniques based on information derived from
observable market data.
Quoted equity investments: Fair value is derived from quoted market prices in active markets.
Unquoted equity investments: Fair value is derived on the basis of income approach, in this approach the discounted
cash flow method is used to capture the present value of the expected future economic benefits to be derived from
the ownership of these investments.
Unlisted equity
instruments
As at 01.04.2017 317
Acquisition -
Gains/(losses) recognised
- in other comprehensive income 120
As at 31.03.2018 437
Acquisition -
Gains/(losses) recognised
- in other comprehensive income 12
As at 31.03.2019 449
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the
impact of hedge accounting in the financial statements.
Credit risk Cash and cash equivalents, trade Aging analysis Diversification of bank deposits,
receivables, derivative financial Credit rating credit limits and letter of credit
instruments, financial assets measured
at amortised cost
Liquidity risk Business commitment and Rolling Availability of committed credit
other liabilities cash flow forecasts lines and borrowing facilities
Market risk - Future commercial transactions Cash flow forecasting Forward foreign
foreign exchange Recognised financial assets and Sensitivity analysis exchange contracts
liabilities not denominated in Foreign currency options
Indian rupee (`)
Market risk Borrowings at variable rates Sensitivity analysis Interest rate swaps
- interest rate
Market risk - Investments in equity instruments and Sensitivity analysis Portfolio diversification
security prices debt mutual funds
The financial risk management of the Group is carried out under the policies approved by the Board of
Directors. Within these policies, the Board provides written principles for overall risk management including
policies covering specific areas, such as foreign exchange risk management, commodity risk management and
investment of funds.
Financial instruments that are subject to such risk, principally consist of investments, trade receivables, loans and
advances and derivative instruments. None of the financial instruments of the Group results in material concentration
of credit risks.
As at As at
Notes No
31.03.2019 31.03.2018
Other than financial assets mentioned above, none of the finanacial assets were impaired and there were no
indications that defaults in payment obligations would occur.
276
As at As at
31.03.2019 31.03.2018
Floating rate
- Expiring within one year (bank overdraft and other facilities) 30,000 29,850
- Expiring beyond one year (bank loans) - -
30,000 29,850
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months
equal their carrying balances as the impact of discounting is not significant.
a) forward foreign exchange and options contracts for foreign currency risk mitigation
b) foreign currency interest rate swaps to mitigate foreign currency & interest rate risk on foreign currency loan.
(In Millions)
As at March 31, 2019 JPY USD EURO GBP SGD CHF
Financial assets
Trade Receivables 5,102 3,141 68 - - -
Foreign Exchange Derivative Contracts - - - - - -
Net exposure to foreign currency risk (assets) 5,102 3,141 68 - - -
Financial liabilities
Trade payables and other financial liabilites 15,313 1,532 614 22 - 1
Foreign Exchange Derivative Contracts (4,440) - (614) - - -
Net exposure to foreign currency risk 10,873 1,532 - 22 - 1
(liabilities)
(In Millions)
As at March 31, 2018 JPY USD EURO GBP SGD
Financial assets
Trade Receivables 2,700 2,600 71 - -
Foreign Exchange Derivative Contracts - (776) - - -
Net exposure to foreign currency risk (assets) 2,700 1,824 71 - -
Financial liabilities
Trade payables and other financial liabilites 17,991 1,899 1,327 4 155
Foreign Exchange Derivative Contracts (5,173) - (758) - -
Net exposure to foreign currency risk (liabilities) 12,818 1,899 569 4 155
The following table details the Group's sensitivity to a 10% increase and decrease in the INR against the relevant
foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items
278
Other comprehensive income for the year ended 31st March 2019 would increase / (decrease) by ` 451 million (for
the year ended 31st March 2018: increase / decrease by ` 539 million) as a result of the change in fair value of equity
investment measured at FVTOCI.
Profit for year ended 31.03.2019 would increase / (decrease) by ` 3,548 million (for the year ended 31.03.2018 by
` 3,408 million) as a result of the changes in fair value of mutual fund investments.
279
- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders, and
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders or issue new shares.
The Group has large investments in debt mutual fund schemes where in underlying portfolio is spread across
securities issued by different issuers having different credit ratings. The credit risk of investments in debt mutual
fund schemes is managed through investment policies and guidelines requiring adherence to stringent credit control
norms based on external credit ratings. The credit quality of the entire portfolio investments is monitored on a
quarterly basis. The Group's overall strategy remains unchanged from previous year.
The following table details the debt and equity at the end of the reporting period:
As at As at
31.03.2019 31.03.2018
The Company does not enter into a foreign exchange derivative transactions for speculative purposes.
The following table details the foreign currency derivative contracts outstanding at the end of the reporting period:
35.2 Additional information as required under Schedule III to the Companies Act, 2013, of
enterprises consolidated as Subsidiaries/Associates/Joint Ventures
Net Assets (Total Assets less Total Liability) Share in Profit & Loss
As at As at
FY 18-19 FY 17-18
31st March 2019 31st March 2018
Name of Company As a % of As a % of
As a % of As a % of Consolidated Consolidated
Consolidated Amount Consolidated Amount Total Amount Total Amount
Net Asset Net Asset Comprehensive Comprehensive
Income Income
Parent Company
1 Maruti Suzuki India Limited 97.94% 461,415 98.08% 417,573 97.98% 72,976 98.07% 80,530
Subsidiaries
1 True Value Solutions Limited 0.00% 2 0.00% 2 0.00% - 0.00% -
2 J.J Impex (Delhi) 0.08% 358 0.08% 328 0.04% 30 0.02% 13
Private Limited
Adjustments arising out -0.06% (258) -0.06% (243) -0.02% (15) -0.01% (8)
of consolidation
Total of Subsidiaries 0.02% 102 0.02% 87 0.02% 15 0.01% 5
281
Net Assets (Total Assets less Total Liability) Share in Profit & Loss
As at As at
FY 18-19 FY 17-18
31st March 2019 31st March 2018
Name of Company As a % of As a % of
As a % of As a % of Consolidated Consolidated
Consolidated Amount Consolidated Amount Total Amount Total Amount
Net Asset Net Asset Comprehensive Comprehensive
Income Income
Fellow Subsidiaries (only with whom the Company had transactions during the current year)
Magyar Suzuki Corporation Ltd. Suzuki Motor (Thailand) Co., Ltd.
Suzuki Motor Gujarat Private Limited Suzuki Thilawa Motor Co. Ltd
Suzuki Assemblers Malaysia Sdn.Bhd Suzuki Motorcycle India Private Limited
Cambodia Suzuki Motor Co. Ltd. Thai Suzuki Motor Co., Ltd.
Suzuki Motor De Mexico Suzuki (Myanmar) Motor Co., Ltd.
Vietnam Suzuki Corporation Suzuki Malaysia Automobile Sdn. Bhd.
Suzuki International Europe G.M.B.H. Suzuki New Zealand Ltd.
Suzuki Australia Pty. Ltd. Pt Suzuki Indomobil Motor
Suzuki Motor Poland Sp. Z.O.O. Suzuki Austria Automobile Handels G.M.B.H.
Suzuki Gb Plc Suzuki France S.A.S.
Suzuki Auto South Africa (Pty) Ltd Suzuki Italia S.P.A.
Suzuki Philippines Inc. Suzuki Motor Iberica, S.A.U.
Taiwan Suzuki Automobile Corporation Automotive Electronics Power Private Ltd.
Others (Associate of holding company with whom the Company had transactions during the current year)
Chongqing Changan Suzuki Automobile Co. Ltd.
As at As at
31.03.2019 31.03.2018
Trade Receivables:
- Holding Company 5,134 2,776
- Associates 38 34
- Fellow Subsidiaries
- Suzuki Motorcycle India Private Limited 1,026 1,091
- Suzuki Motor Gujarat Private Limited 527 524
- Others 258 704
- Others 7 -
6,990 5,129
Other current assets:
- Holding Company 48 26
- Associates 1 334
- Fellow Subsidiaries
-Suzuki Motor Gujarat Private Limited 1,899 5,382
- Others - 2
- Joint Ventures - 71
1,948 5,815
285
As at As at
31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
As at As at
31.03.2019 31.03.2018
Estimated value of contracts on capital account, excluding capital advances, remaining 27,589 32,718
to be executed and not provided for
Outstanding commitments under Letters of Credit established by the Group 2,192 2,162
The company has been availing the benefit and has been importing capital goods under the scheme at zero custom
duty. The company has accounted for the benefits received in accordance with the Ind AS 20- Accounting for
Government Grants and Disclosure of Government Assistance.
287
The benefits (saving of custom duty) obtained from government has been treated as a Government Grant, which
has been accounted for as deferred benefit under other non-current liabilities and recognised as a cost of property,
plant and equipment. As per the EPCG scheme, the company has an export obligation equivalent to 6 times of duty
saved. The deferred benefit accounted for, shall be credited to statement of profit and loss on a pro-rata basis as
and when the export obligation is fulfilled.
40 Contingent Liabilities
A) Claims against the Group disputed and not acknowledged as debts:
As at As at
31.03.2019 31.03.2018
(a) A number of contingent liabilites have arisen as a result of the Group's interest in its joint venture and associates.
The amount disclosed represents the aggregate amount of such contingent liabilities for which the Group as an
investor is liable. The extent to which an outflow of funds will be required is dependent on the future operations of
the joint venture. The Group is not contingently liable for the liabilities of other venturers in the joint ventures.
(b) The amount disclosed represents the Group's share of contingent liabilities of joint ventures and associates.
The extent to which an outflow of funds will be required is dependent on the future operations of the associates being
more or less favourable than currently expected.
(viii) In respect of disputed Local Area Development Tax (LADT) (upto April 15, 2008) / Entry Tax, the amounts under
dispute are ` 21 million (as at 31.03.2018: ` 21 million) for LADT and ` 20 million (as at 31.03.2018: ` 19 million) for
Entry Tax. The State Government of Haryana has repealed the LADT effective from April 16, 2008 and introduced the
Haryana Tax on Entry of Goods into Local Area Act, 2008 with effect from the same date.
(ix) The Competition Commission of India (“CCI”) had passed an order dated August 25, 2014 stating that the
Company has violated certain sections of the Competition Act, 2002 and has imposed a penalty of ` 4,712 million.
An interim stay is in operation on the above order of the CCI pursuant to the writ petition filed by the Company before
the Delhi High Court.
(x) The Hon’ble Supreme Court in a recent ruling has passed a judgement on the definition and scope
of ‘Basic Wages’ under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
Pending issuance of guidelines by the regulatory authorities on the application of this ruling, the impact on the
Company, if any, cannot be ascertained.
B) The amounts shown in the item (A) represent the best possible estimates arrived at on the basis of available
information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal
processes which have been invoked by the Group or the claimants as the case may be and therefore cannot be
predicted accurately or relate to a present obligations that arise from past events where it is either not probable
that an outflow of resources will be required to settle or a reliable estimate cannot be made. The Group engages
reputed professional advisors to protect its interests and has been advised that it has strong legal positions
against such disputes.
289
42 The Company entered into a ‘Contract Manufacturing Agreement’ (CMA) with Suzuki Motor Gujarat Private
Limited (SMG), a fellow subsidiary of Suzuki Motor Corporation (SMC) on December 17, 2015 for a period of 15 years
which automatically extends for a further period of 15 years, unless terminated by mutual agreement. SMG during
the term of this agreement, shall manufacture and supply vehicles on an exclusive basis to MSIL in accordance with
the terms of the CMA. Accordingly, expenses recorded during the year includes ` 4,912 million (previous year ` 2,921
million) towards the lease of specific Property, Plant & Equipment.
43 Auditors' Remuneration
Statutory audit 16 16
Taxation matters 8 8
Other audit services / certification 4 4
Reimbursement of expenses 1 1
* excluding GST, Service Tax and Swachh Bharat & Krishi Kalyan Cess.
44 Excise Duty
Consequent to introduction of Goods and Services Tax (GST) with effect from 1st July, 2017; Central Excise, Value
Added Tax (VAT) etc. have been subsumed into GST. In accordance with Indian Accounting Standard - 18 on Revenue
Recognition and Schedule III of the Companies Act, 2013, unlike Excise Duties, levies like GST, VAT etc. are not part
of Revenue. Accordingly, the figures for the year ended March 31, 2019 are not comparable with the year ended
March 31, 2018.The following additional information is being provided to facilitate such understanding:
Notes
Equity
Statement
Cash Flow
Changes in
Independent
Financial
Statement of
Statement of
Consolidated
Balance Sheet
1 Sl. No. 1 2
AOC-1
1 Latest Audited 31-Mar-18 31-Mar-18 31-Mar-19 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-18 31-Mar-18 31-Mar-19 NA
Balance Sheet Date
2 Date on which 21-Oct-92 07-Nov-86 30-Nov-88 01-Mar-95 15-Mar-89 17-Oct-88 30-Jul-93 20-Jun-95 09-Feb-01 21-Aug-06 01-Nov-07 23-Sep-10 24-Nov-10 21-Dec-18
the Associate /
Joint Venture was
associated or acquired
3 Shares of Associate/
Joint Ventures held by the
company on the year end
No. 518,700 2,645,000 6,340,000 2,500,000 941,700 4,650,000 670,000 125,000 4,437,465 3,540,000 44,100,000 6,840,000 231,275 330,000
Amount of Investment 52 49 16 25 5 5 7 1 57 354 441 68 2 3
in Associates/Joint
(in ` million, unless otherwise stated)
Extent of Holding % 39.00% 37.03% 29.28% 25.00% 15.35% 14.81% 15.80% 10.00% 44.37% 30.00% 49.00% 11.83% 46.26% 33.00%
4 Description of how there Power to Power to Power to Power to Power to Power to Power to Power to Power to Power to Power to Power to Power to Power to
is significant influence participate in participate in participate in participate in participate in participate in participate in participate in participate in participate in participate in participate in participate in participate in
the financial the financial the financial the financial the financial the financial the financial the financial the financial the financial the financial the financial the financial the financial
and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or and/or
operating operating operating operating operating operating operating operating operating operating operating operating operating operating
policy policy policy policy policy policy policy policy policy policy policy policy policy policy
decisions decisions decisions decisions decisions decisions decisions decisions decisions decisions decisions decisions decisions decisions
5 Reason why the NA NA NA NA NA NA NA NA NA NA NA NA NA NA
associate/joint venture is
not consolidated
6 Networth attributable 899 519 1,183 361 93 155 814 3 314 283 650 50 4,124 3
to shareholding as per
latest audited Balance
sheet (in Millions)
7 Profit/Loss for the year
i. Considered in 128 15 128 (12) 4 26 184 (1) 31 (71) 74 5 762 -
Consolidation (in Millions)
ii. Not Considered NA NA NA NA NA NA NA NA NA NA NA NA NA NA
in Consolidation
II. JointVentures
Auto Inergy Manufactuiring India Private Limited, have been taken on the basis of unaudited financial statements for financial year ended 31st March 2019.
291
292
Financial Annexure - A
Statements
Consolidated
Independent
Auditor’s Report
Report on the performance of subsidiaries, Maruti Insurance Broking Private Limited
Balance Sheet
associates and joint venture companies and (Associate):
Statement of
their contribution to the overall performance The Company was incorporated in India on
Profit and Loss of the Company during the period under 24th November 2010. The Company is engaged in the
Statement of
Changes in
report business of insurance broking with license from the
Equity Maruti Suzuki India Limited has 2 subsidiaries, 2 joint Insurance Regulatory Development Authority to carry on
Cash Flow ventures and 14 associates. These 18 companies General Insurance Direct Broking Business.
Statement
collectively contribute 2.02 % of the total comprehensive
Notes
income of the Group for the year ended 31st March 2019 During the year ended 31st March 2019, the Company
and 2.06% of the total net assets of the Group as at has contributed 1.03% (previous year 0.94%) of the total
31st March 2019. comprehensive income of the Group.
J. J. Impex (Delhi) Private Limited 1. Plastic Omnium Auto Inergy Manufacturing India
(Subsidiary): Private Limited
The Company became a subsidiary of Maruti Suzuki
2. Magneti Marelli Powertrain India Private Limited
India Limited from year ended 31st March 2013.
The Company is engaged exclusively in the business 3. Bellsonica Auto Component India Private Limited
of sale of spares and servicing of cars manufactured by
4. Machino Plastics Limited
Maruti Suzuki India Limited.
5. Mark Exhaust Systems Limited
True Value Solutions Limited
6. Manesar Steel Processing (India) Private Limited
The Company was incorporated on 14th January 2002.
The Company is a 100% subsidiary of Maruti Suzuki India 7. Bharat Seats Limited
Limited. The Company was formed to act as advisors
8. Jay Bharat Maruti Limited
and consultants to provide value added services of
all description to owners and users of motor vehicles. 9. FMI Automotive Components Private Limited
No business activity has been carried out by the
10. Hanon Climate Systems India Private Limited
company during the year.
11. Caparo Maruti Limited
Joint Ventures and Associates
12. SKH Metals Limited
Joint Ventures and associates contribute 1.98% of
the total comprehensive income for the year ended 13. Krishna Maruti Limited
31st March 2019 and 2.00% of the total net assets of the
14. Nippon Thermostat (India) Limited
Group as at 31st March 2019.
15. Bahucharaji Rail Corporation Limited
CIN: L34103DL1981PLC011375
Registered Office
1, Nelson Mandela Road, Vasant Kunj,
New Delhi - 110 070
Ph. No.: +91 11 4678 1000
Fax No.: +91 11 4615 0275
www.marutisuzuki.com
investor@maruti.co.in
NOTICE
NOTICE is hereby given that the 38th Annual General Meeting of the members of Maruti Suzuki India Limited will be held on Tuesday,
the 27th August, 2019 at 10:00 a.m. at Air Force Auditorium, Subroto Park, New Delhi – 110 010 to transact the following business:
1. To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company
for the year ended 31st March, 2019 including the audited Balance Sheet as at 31st March, 2019, the statement of Profit and
Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon and in this regard pass the
following resolution as an Ordinary Resolution:
“RESOLVED THAT the audited financial statements (including the consolidated financial statements) of the Company for the
year ended 31st March, 2019 including the audited Balance Sheet as at 31st March, 2019, the statement of Profit and Loss for
the year ended on that date and the reports of the Board of Directors and Auditors thereon be and are hereby considered and
adopted.”
2. To declare dividend on equity shares and in this regard pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the recommendation of the board of directors of the Company, dividend at the rate of Rs. 80 per
share be and is hereby declared to be paid to the members of the Company.”
3. To appoint a director in place of Mr. Toshihiro Suzuki, who retires by rotation and being eligible, offers himself for re-appointment
and in this regard pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Article 76(5) of the Articles of Association of the Company read with Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, Mr. Toshihiro Suzuki (DIN: 06709846) who retires by rotation and
being eligible, for re-appointment, be and is hereby re-appointed as a director of the Company, liable to retire by rotation.”
4. To appoint a director in place of Mr. Kinji Saito who retires by rotation and being eligible, offers himself for re-appointment and in
this regard pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Article 76(5) of the Articles of Association of the Company read with Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, Mr. Kinji Saito (DIN:00049067) who retires by rotation and being
eligible for re-appointment, be and is hereby re-appointed as a director of the Company, liable to retire by rotation.”
5. To re-appoint Mr. Kenichi Ayukawa as Managing Director and Chief Executive Officer and in this regard pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to Article 76 of the Articles of Association of the Company and the provisions of Sections 196, 197,
198, Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s)
or re-enactment thereof, for the time being in force), Mr. Kenichi Ayukawa (DIN:02262755) be and is hereby re-appointed as the
Managing Director and Chief Executive Officer for a period of three years with effect from 1st April, 2019 on the following terms
and conditions:
a) Basic Salary: Rs. 213.24 Lac per annum in the scale of Rs. 200 Lacs to Rs. 350 Lacs per annum with authority to the
board (which expression shall include a committee thereof) to revise his salary from time to time. The annual increments
will be merit based and take into account the Company’s performance.
b) Special Salary: Rs. 13.20 Lac per annum with authority to the Board (which expression shall include a committee thereof)
to increase it upto Rs. 50 Lacs.
(1)
c) Performance Linked Bonus: A performance linked bonus equivalent to a guaranteed minimum of four months’ basic
salary and a maximum of ten months’ basic salary, to be paid annually, with authority to the Board (which expression shall
include a committee thereof) to fix the same based on certain performance criteria to be laid down by the Board.
d) Perquisites and Allowances: In addition to the salary and performance linked bonus, he shall also be entitled to
perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house
maintenance allowance, together with the reimbursement of expenses or allowance for utilities such as gas, electricity,
water, furnishings, repairs, servants’ salaries, society charges and property tax etc.; medical reimbursement, medical /
accident insurance, leave travel concession for himself and his family; club fees and such other perquisites and allowances
in accordance with the rules of the Company provided that such perquisites and allowances will be Rs. 98.04 Lac per
annum with authority to the Board (which expression shall include a committee thereof) to increase it from time to time upto
Rs. 200 Lacs.
For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per income tax rules,
wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.
In addition, he will be entitled for a contribution to the provident and pension fund as per applicable law in force from time
to time.
Provision for the use of Company’s car for official duties and telephone at residence (including payment for local calls
and long distance official calls) shall not be included in the computation of perquisites and allowances for the purpose of
calculating the said ceiling.
Minimum Remuneration
Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of his tenure,
in the event of loss or inadequacy of profits, the Company will subject to applicable laws, pay remuneration by way of
basic and special salary, performance linked bonus not exceeding four months’ basic salary, perquisites and allowances
as specified above.”
6. To appoint Mr. Takahiko Hashimoto as a Director and Whole-time Director designated as Director (Marketing & Sales) and in this
regard pass the following as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and all other applicable provisions, if any, of the
Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the Rules
made thereunder, Mr. Takahiko Hashimoto (DIN: 08506746) be and is hereby appointed as a Director liable to retire by rotation.”
“FURTHER RESOLVED THAT pursuant to Article 76 of the Articles of Association of the Company and Sections 196 and 197,
Schedule V and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment
thereof, for the time being in force) Mr. Takahiko Hashimoto be and is hereby appointed as a Whole-time Director designated as
Director (Marketing & Sales) with effect from 27th July, 2019 for a period of three years at the following remuneration:
a) Basic Salary: Rs. 139.92 lac per annum in the scale of Rs. 125 lac to Rs. 200 lac per annum with authority to the Board
(which expression shall include a committee thereof) to revise his salary from time to time. The annual increments will be
merit based and take into account the Company’s performance.
b) Special Salary: Rs. 12 lac per annum with authority to the Board (which expression shall include a committee thereof) to
increase it upto Rs. 30 lac per annum.
c) Performance Linked Bonus: A performance linked bonus equivalent to a guaranteed minimum of four months’ basic
salary and a maximum of ten months’ basic salary, to be paid annually, with authority to the Board (which expression shall
include a committee thereof) to fix the same based on certain performance criteria to be laid down by the Board.
d) Perquisites and Allowances: In addition to the salary and performance linked bonus, he shall also be entitled to
perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house
maintenance allowance, together with the reimbursement of expenses or allowance for utilities such as gas, electricity,
water, furnishings, repairs, servants’ salaries, society charges and property tax etc.; medical reimbursement, medical /
(2)
accident insurance, leave travel concession for himself and his family; club fees and such other perquisites and allowances
in accordance with the rules of the Company or as may be agreed to by the Board and him; provided that such perquisites
and allowances will be Rs. 63.24 lac per annum with authority to the Board (which expression shall include a committee
thereof) to increase it from time to time upto Rs. 120 lac per annum.
For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per income tax rules,
wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost.
In addition, he will be entitled for a contribution to the provident and pension fund as per applicable law in force from time
to time.
Provision for the use of Company’s car for official duties and telephone (including payment for local calls and long distance
official calls) shall not be included in the computation of perquisites and allowances for the purpose of calculating the said
ceiling.
Minimum Remuneration
Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of his tenure,
in the event of loss or inadequacy of profits, the Company will subject to applicable laws, pay remuneration by way of
basic and special salary, performance linked bonus not exceeding four months’ basic salary, perquisites and allowances
as specified above.”
7. To re-appoint Mr. D.S. Brar as an Independent Director and in this regard pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and all other applicable provisions of the
Companies Act, 2013, Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and the Articles of Association of the Company, Mr. D.S. Brar (DIN: 00068502), be and is hereby re-appointed as an Independent
Director, not to retire by rotation, for a period of five years with effect from 28th August, 2019 to 27th August, 2024.”
8. To re-appoint Mr. R.P. Singh as an Independent Director and in this regard pass the following Resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and all other applicable provisions of
the Companies Act, 2013, Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the Articles of Association of the Company, Mr. R.P.Singh (DIN: 02943155), be and is hereby re-appointed as an
Independent Director, not to retire by rotation, for a period of five years with effect from 28th August, 2019 to 27th August, 2024.”
9. To appoint Ms. Lira Goswami as an Independent Director and in this regard pass the following Resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, Schedule IV and all other applicable provisions of
the Companies Act, 2013, Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the Articles of Association of the Company, M. Lira Goswami (DIN: 00114636), be and is hereby appointed as an
Independent Director, not to retire by rotation, for a period of five years with effect from 28th August, 2019 to 27th August, 2024.”
10. To approve the appointment of Mr. Hiroshi Sakamoto as a Director and in this regard pass the following resolution as an
Ordinary Resolution:
“RESOLVED THAT pursuant to Section 161 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules
made thereunder, the appointment of Mr. Hiroshi Sakamoto (DIN: 02209076) by the Board to fill the casual vacancy caused by
the resignation of Mr. Toshiaki Hasuike, be and is hereby approved. ”
11. To approve the appointment of Mr. Hisashi Takeuchi as a Director and in this regard pass the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to Section 161 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules
made thereunder, the appointment of Mr. Hisashi Takeuchi (DIN: 07806180) by the Board to fill the casual vacancy caused by
the resignation of Mr. Kazuhiko Ayabe, be and is hereby approved.”
(3)
12. Enhancement of ceiling of payment of commission to Non-executive directors and in this regard pass the following resolution as
an Ordinary Resolution:
“RESOLVED THAT in supersession of the resolutions previously passed by the shareholders in this regard and pursuant to
Section 197 of the Companies Act, 2013, the Rules made thereunder and the Articles of Association of the Company, approval
be and is hereby accorded for the payment of commission to the non-executive directors of the Company (other than the
Managing / Whole-time Directors) in addition to the sitting fee for attending the meetings of the board and committees thereof,
not exceeding in aggregate one percent of the net profits of the Company as calculated in accordance with the provisions of
Section 198 of the Companies Act, 2013 or Rs. 500 Lac, whichever is less in any one financial year.”
13. To ratify the remuneration of the Cost Auditor, M/s R.J.Goel & Co., cost accountants and in this regard pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013
and the Rules made thereunder, the remuneration of M/s R.J.Goel & Co., Cost Accountants (Firm Registration No. 000026)
appointed by the Board of Directors as Cost Auditor to conduct the audit of the applicable cost records of the Company for
the financial year 2019-20 amounting to Rs. 2.40 Lac plus applicable taxes thereon besides reimbursement of out of pocket
expenses on actuals incurred in connection with the aforesaid audit, be and is hereby ratified and confirmed.”
Sanjeev Grover
New Delhi Vice President
26th July, 2019 & Company Secretary
FCS No. 3788
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT
A PROXY TO ATTEND AND VOTE ONLY ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT
BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY SHOULD BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF
THE AGM.
2. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten per cent of
the total share capital of the Company carrying voting rights. A member holding more than ten per cent of the total share capital
of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any
other person or shareholder.
3. Every member entitled to vote at the meeting or on any resolution to be moved thereat shall be entitled during the period
beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting,
to inspect the proxies lodged, at any time during the business hours of the Company, provided that not less than three days’
notice in writing of the intention so to inspect is given to the Company.
4. The explanatory statement pursuant to Section 102 of Companies Act, 2013 (‘Act’), in regard to the business as set out from
item nos. 5 to 13 and the relevant details pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘Listing Regulations’) are annexed hereto.
5. A member or his/her proxy is requested to bring the annual report to the AGM as extra copies will not be distributed.
6. Members / Proxies should fill the attendance slip for attending the AGM. Members who hold shares in dematerialized form are
requested to write their Client ID and DP ID numbers and those who hold shares in physical form are requested to write their
folio number in the attendance slip for attending the meeting.
7. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
8. All documents referred to in the notice and explanatory statement are open for inspection at the registered office of the
Company on all working days between 9:30 a.m. to 11:30 a.m. upto the date of the AGM.
(4)
9. (a) The register of members will remain closed from Saturday, the 17th August, 2019 to Tuesday, the 27th August, 2019 (both
days inclusive).
(b) Subject to the provisions of Section 126 of the Act, dividend as recommended by the board of directors, if declared at the
meeting will be paid on or after 30th August 2019 to those whose names appear in the register of members / beneficial
owners at the close of business hours on 16th August, 2019.
(c) All dividend remaining unclaimed/unpaid for a period of seven years from the date it became due for payment, will be
transferred to the Investor Education and Protection Fund established by the Central Government. Members who have not
yet encashed their dividend warrant(s) are requested to make their claims without any delay.
(d) The register of contracts or arrangements in which directors are interested shall be produced at the commencement of the
AGM and remain open and accessible during the continuance of the meeting to any person having the right to attend the
meeting.
(e) Register of Directors and Key Managerial Personnel shall also be kept open for inspection at the AGM and be accessible
to the persons attending the meeting.
10. Shareholders holding shares in electronic form may kindly note that their bank account details as furnished by their depositories
to the Registrar & Transfer Agent (RTA) will be printed on their dividend warrants as per the applicable regulations of the
depositories and the Company will not entertain any direct request from such shareholders for deletion of / change in such
bank details. Shareholders who wish to change such bank account details are, therefore, requested to advise their depository
participants about such change, with complete details of bank account.
11. Corporate members intending to send their authorised representatives are requested to send a duly certified copy of the board
resolution authorising their representatives to attend and vote at the AGM.
12. As per Section 72 of the Act, shareholders are entitled to make nomination in respect of shares held by them in physical form.
Shareholders desirous of making nomination are requested to send their request in Form SH-13 for nomination and Form SH-14
for cancellation/ variation as the case may be to the RTA. The said forms can also be down-loaded from the Company’s website
www.marutisuzuki.com.
13. Attention of the members is drawn to the provisions of Section 124(6) of the Act which require a company to transfer in the name
of IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more. In
accordance with the aforesaid provision of the Act read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended, the Company has intimated the shareholders whose shares are liable to
be transferred in the name of IEPF Authority. Members are advised to visit the website of the Company www.marutisuzuki.com
to ascertain such details.
14. Members are requested to send their queries, if any, on the accounts and operations of the Company to the Company Secretary
(investor@maruti.co.in) at least 7 days before the AGM.
15. Entry into the auditorium will be strictly against entry slips available at the counters at the venue and against exchange of valid
attendance slip. The route map of the venue is attached.
17. Owing to security concerns, the auditorium authorities do not allow carrying inside brief cases, bags, eatables and
the like. Members attending the meeting are requested to make their own arrangements for the safe keeping of their
belongings.
18. Notice and the Annual Report have been sent through e-mail to the members whose email ids are registered with their
Depository Participants or with the Company or its RTA.
19. Notice, Audited Financial Statements for 2018-19 together with Board’s Report and Auditors’ Report are available on
the website of the Company www.marutisuzuki.com.
(5)
20. Voting through electronic means:
i. Pursuant to the provisions of Section 108 of the Act read with The Companies (Management and Administration) Rules,
2014, a member may exercise his right to vote by electronic means (e-voting) in respect of the resolutions contained in this
notice.
ii. The Company is providing e-voting facility to its members to enable them to cast their votes electronically. The Company
has engaged the services of Karvy Fintech Private Limited (“Karvy”) as the Authorised Agency to provide e-voting facilities.
iii. The Board of Directors has appointed Mr. Manish Gupta, Partner of RMG & Associates, Company Secretaries in whole-
time practice, New Delhi with Membership No. FCS 5123 and Certificate of Practice No. 4095 as the Scrutinizer, for
conducting the e-voting process in a fair and transparent manner.
iv. Members are requested to carefully read the instructions for e-voting before casting their vote.
v. The e-voting facility will be available during the following voting period after which the portal will be blocked and shall not
be available for e-voting:
At the end of the e-voting period, the facility shall forthwith be blocked. A person who is not a member as on the cut-off date
should treat this notice for information purposes only.
vi. The cut-off date for the purpose of e-voting is 20th August, 2019.
vii. The Company will make necessary arrangements to provide the facility of live webcast of proceedings of AGM. Members
who are entitled to participate in the AGM can view the proceedings of AGM by logging on the e-voting website of Karvy
at https://evoting.karvy.com using their secure login credentials as mentioned on the e-voting form.
a) Open your web browser during the voting period by typing the URL:https://evoting.karvy.com
b) Enter the login credentials (i.e. User ID and password mentioned in the email forwarding the Notice of AGM, or
mentioned on the Notice of AGM, in case email id is not registered and physical copy of the Annual Report is being
received by you). Your Folio No./DP ID Client ID will be your user ID. However, if you hold shares in demat form and
you are already registered with Karvy for e-voting, you shall use your existing User ID and password for casting your
vote.
d) You will now reach password change Menu wherein you are required to mandatorily change your password. The
new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z),
one numeric (0-9) and a special character (@,#,etc.). The system will prompt you to change your password and
update your contact details like mobile number, email ID, etc. on first login. You will also be required to enter a secret
question and answer of your choice to enable you to retrieve your password in case you forget it. It is strongly
recommended that you do not share your password with any other person and that you take utmost care to
keep your password confidential.
f) On successful login, the system will prompt you to select the EVEN Number for Maruti Suzuki India Limited.
g) On the voting page, you will see the Resolution Description and the options “FOR/AGAINST/ABSTAIN” for voting.
Enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or
alternatively, you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/
(6)
AGAINST” taken together should not exceed your total shareholding as on the cut-off date as mentioned above. You
may also choose the option “ABSTAIN” in case you do not want to cast vote.
h) You may then cast your vote by selecting an appropriate option and click on “Submit”.
i) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you confirm, you will not
be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted
on the Resolution(s).
j) Members holding multiple folios / demat accounts shall choose the voting process separately for each of the folios /
demat accounts.
k) Any person who becomes a member of the Company after dispatch of the Notice of the AGM and holding shares as
on the cut-off date may obtain the User ID and password in the manner as mentioned below:
i) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send
SMS : MYEPWD<space> E-Voting EVEN Number+Folio No. or DP ID Client ID to 9212993399
Example for NSDL:
MYEPWD <SPACE> IN12345612345678
ii) If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the
home page of https://evoting.karvy.com, the member may click “Forgot Password” and enter Folio No. or DP
ID Client ID and PAN to generate a password.
l) Corporate / Institutional Members (i.e. other than individuals, HUF, NRI, etc.) are also required to send scanned
certified true copy (PDF Format) of the Board resolution / Authority letter, etc., together with attested specimen
signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID: e-voting@rmgcs.com with a
copy to evoting@karvy.com. The scanned image of the above mentioned documents should be in the naming format
“Corporate Name_EVEN.”
m) Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently.
Further, the Members who have cast their vote electronically shall not be allowed to vote again at the meeting.
n) In case of any query pertaining to e-voting, please contact Karvy’s toll free no. 1-800-34-54-001 or visit the FAQ’s
section available at Karvy’s website http://evoting.karvy.com
o) The voting rights of the members shall be in proportion to the paid-up value of their shares in the equity capital of the
Company as on the cut-off date.
p) A facility of voting through ballot/polling paper shall also be made available at the AGM and members attending the
meeting who have not already cast their vote by remote e-voting shall be able to exercise their right at the meeting.
q) The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall
not be entitled to cast their vote again.
r) The Scrutinizer shall make, not later than three days of conclusion of the AGM, a consolidated Scrutinizer’s Report of
the total votes cast in favour or against, if any, to the Chairman or a person authorized by him. The results declared
along with the consolidated Scrutinizer’s Report shall be placed on the website of the Company and on the website
of Karvy. The results shall simultaneously be communicated to the Stock Exchanges.
(7)
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 5
The Board, on the recommendation of the Nomination & Remuneration Committee re-appointed Mr. Kenichi Ayukawa as Managing
Director & CEO with effect from 1st April, 2019 for a period of three years. Section 196 of the Companies Act, 2013 (Act) provides,
inter-alia, that a Managing Director shall be appointed and the terms and conditions of such appointment and remuneration payable
be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of
the Company. The approval of the members is sought for his appointment and payment of remuneration.
None of the Directors/Key Managerial Personnel (KMP) of the Company/their relatives is, in any way, concerned or interested,
financially or otherwise, in the resolution except Mr. Kenichi Ayukawa and his relatives. He attended all the board meetings held during
2018-19. The Board recommends his appointment and payment of remuneration for approval of the shareholders.
ITEM NO. 6
The Board, on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Takahiko Hashimoto as an Additional
Director. Pursuant to the provisions of Section 161 (1) of the Act and the Articles of Association of the Company, Mr. Takahiko
Hashimoto holds office as an Additional Director up to the date of this Annual General Meeting. Requisite Notice under Section 160
of the Act proposing the appointment of Mr. Takahiko Hashimoto has been received by the Company. He was also appointed as a
Whole-time Director designated as Director (Marketing & Sales) with effect from 27th July, 2019 for a period of three years. Section
196 of the Act provides, inter-alia, that a Whole-time Director shall be appointed and the terms and conditions of such appointment
and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at
the next general meeting of the Company. The approval of the members is sought for his appointment as a Director and Whole-time
Director and payment of remuneration.
None of the Directors/Key Managerial Personnel (KMP) of the Company/their relatives is, in any way, concerned or interested,
financially or otherwise, in the resolution except Mr. Takahiko Hashimoto and his relatives. The Board recommends his appointment
and payment of remuneration for approval of the shareholders.
Section 149 of the Act, inter-alia, provides that every listed company shall have atleast one third of the total number of directors as
Independent Directors (IDs). Any fraction contained in such one third shall be rounded off as one. An ID shall hold office for a term upto
5 consecutive years on the Board of a Company but shall be eligible for re-appointment for a further term of upto 5 years on passing
of a special resolution by the Company. Explanation to Section 152(6) signifies that IDs are not liable to retire by rotation and can be
appointed only for a fixed term upto five consecutive years.
Based on the recommendation of the Nomination & Remuneration Committee, the Board recommends the re-appointment of Mr. D.S.
Brar and Mr. R.P. Singh and appointment of Ms. Lira Goswami as IDs not liable to retire by rotation for a term of five years from 28th
August, 2019 till 27th August, 2024. The Company has received the requisite declarations from the IDs that they meet the criteria of
independence. In the opinion of the Board, they fulfill the conditions as specified in the Act and Rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) for their appointments and are independent of
the management. They are persons of integrity and possess appropriate skills, experience, knowledge and qualification in their
respective fields which would be beneficial to the interest of the Company. Keeping in view the vast experience and knowledge which
these Directors possess, the board considers that their association would be of immense benefit to the Company and it is desirable
to avail their services as IDs. Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual
performance evaluation of the directors individually. The performance of individual directors including the independent 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 and committee meetings, ability to discharge their duties and obligations diligently in the best interest of the Company, ability
to provide effective leadership and checks and balances towards sustaining the highest levels of corporate governance in particular
towards risk assessment and management, exercising duty of care and skill in the discharge of their functions, level of independence
of judgment and safeguarding the interest of the Company and its minority shareholders. Considering the good 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.
(8)
None of the Directors/KMPs of the Company/their relatives is, in any way, concerned or interested, financially or otherwise, in the
respective resolutions except Mr. D.S. Brar, Mr. R.P. Singh and Ms. Lira Goswami and their relatives. The Board recommends their
appointment/re-appointment for approval of the shareholders.
Pursuant to the provisions of Section 161 of the Act and the Rules made thereunder and the Articles of Association of the Company,
Mr. Hiroshi Sakamoto and Mr. Hisashi Takeuchi were appointed by the Board as Directors in casual vacancy caused by the resignation
of Mr. Toshiaki Hasuike and Mr. Kazuhiko Ayabe respectively and their appointment is required to be approved by the members in
this meeting.
None of the Directors/KMPs of the Company/their relatives is, in any way, concerned or interested, financially or otherwise, in
resolution no. 10 & 11 except the directors themselves and their relatives. The Board recommends their appointment for approval of
the members.
ITEM NO. 12
The Non-executive/Independent Directors are persons of eminence and bring a wide range of expertise and rich experience to the
Board. Besides participation in the Board Meetings and other committee meetings where they are members, some of these non-
executive directors are also devoting considerable time to the business of the Company and the Company is substantially benefiting
by their valuable advice. The role, responsibilities and legal liabilities of the members of the Board have substantially increased
requiring them not only exercise intensive skills but also devote considerable time in the process of orderly conduct of various affairs
of the Company. In view of the above, it may be considered fair and justifiable that they are suitably remunerated by way of payment
of commission. The quantum of commission payable per annum as a whole to the non-executive directors and individually to each
director would be determined and recommended by the Nomination and Remuneration Committee and approved by the Board from
time to time. The quantum of commission payable, if any, to an individual non-executive director would, inter-alia, depend upon the
attendance at board / committee meetings, the time devoted to Company work, etc.
Section 197 of the Companies Act, 2013 lays down, inter-alia, that the remuneration payable to directors who are neither managing
directors nor whole-time directors shall not exceed one per cent of the net profits of the company, if there is a managing or whole-time
director or manager.
The Company had, in the Annual General Meeting held on 4th September, 2014, obtained approval of the shareholders for the payment
of commission to the non-executive / independent directors not exceeding 1% per annum of the net profits of the company subject
to a ceiling of Rs. 300 lacs per annum. With a view to fairly compensate these non-executive/independent directors, it is proposed to
enhance the said limit to Rs. 500 Lacs per annum.
Only the non-executive/independent directors and their relatives are interested in the proposed resolution. The board recommends
the enhancement of ceiling of payment of commission to non-executive directors for approval of the shareholders.
ITEM NO. 13
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditor
to conduct the audit of applicable cost records of the Company for the financial year ending 31st March, 2020. In accordance with
the provisions of Section 148 of the Act read with the Rules made thereunder, the remuneration payable to the Cost Auditor as
recommended by the Audit Committee and approved by the Board, has to be ratified by the members of the Company.
Accordingly, consent of the members is sought for ratification of the remuneration payable to the Cost Auditor for the financial year
ending 31st March, 2020.
None of the Directors/KMPs of the Company/their relatives is, in any way, concerned or interested, financially or otherwise, in the
resolution. The Board recommends ratification of payment of remuneration to the Cost Auditor for approval of the shareholders.
Sanjeev Grover
New Delhi Vice President
26th July, 2019 & Company Secretary
FCS No. 3788
(9)
Additional information:
Details of directors retiring by rotation/recommended for appointment/re-appointment:
Particulars Mr. Kenichi Mr. T. Suzuki Mr. T. Hashimoto Mr. Hiroshi Mr. Hisashi
Ayukawa Sakamoto Takeuchi
Age 63 60 53 59 55
Qualification Law graduate from Graduate from G r a d u a t e d Graduated from Graduated from
Osaka University, Tokyo University of from Business The Faculty of Law the Faculty of
Japan Science, Japan Administration of of Tohoku University E c o n o m i c s ,
Suffolk University Yokohama National
University
Experience He joined Suzuki He joined SMC in He joined SMC in He joined SMC in He joined SMC
Motor Corporation 1994 and worked April, 1992 and April, 1983 and in April 1986 and
(SMC) in 1980 and at various levels worked at Spare worked at various worked at various
worked at various like Plant Manager, Parts & Accessories levels at many levels like Director
levels there including Councilor, Senior Department before locations i.e. North (Marketing & Sales),
General Manager, General Manager joining Suzuki America, Canada, Suzuki Australia
Overseas Marketing, (Product Planning Canada Ltd. in and India. He also PTY Ltd., Deputy
Administration Division), Director 1997. worked in MSIL from Managing Director/
Department and & Senior Managing 2008 to 2013 at a Managing Director,
Thereafter, he
Managing Director of Officer. In 2011, he level of Executive Magyar Suzuki
worked at various
was appointed as Officer (Finance). Corporation before
Pak Suzuki Motor levels like Group
a Representative Currently, he is being promoted to
Company Limited. Manager and
Director and Executive General Managing Officer,
He joined the board General Manager.
Executive Vice Manager, Finance Deputy Executive
of Maruti Suzuki He joined Maruti
P r e s i d e n t . at SMC. General Manager,
India Limited in Suzuki India Limited
Currently, he is Global Automobile
2008 as a non- (MSIL) in 2012
Representative Marketing in June,
executive director and appointed as
Director and 2019 in SMC.
and was appointed Director (Marketing
President.
as Managing Director & Sales) with effect
with effect from 1st from 27th July,
April, 2013. 2019.
Terms & As per resolution at As per resolution at As per resolution at As per resolution at As per resolution at
conditions of item number 5. item 3. item no.6. item 10. item 11.
appointment/ re-
appointment
Remuneration As per resolution at N.A. As per resolution at N.A. N.A.
proposed to be item number 5. item no.6.
paid
Remuneration Please refer N.A. N.A. N.A. N.A.
last drawn C o r p o r a t e
Governance Report
forming part of the
Annual Report 2018-
19.
Date of first 21st July, 2008 28th October, 2013 27th July, 2019 27th July, 2019 27th July, 2019
appointment on
the board
Shareholding in Nil Nil Nil Nil Nil
the Company
( 10 )
Relationship N.A. Son of Mr. O. N.A. N.A. N.A.
with other Suzuki.
directors,
manager and
key managerial
personnel
Number of Five (2018-19) Four (2018-19) N.A. N.A. N.A.
board meetings
attended during
the year
Other 1. Subros Limited Nil Nil Nil Nil
directorships
2. SKH Metals
Limited
3. Krishna Maruti
Limited
4. Denso India
Private Limited
Memberships/ Maruti Suzuki India Maruti Suzuki India Nil Nil Nil
chairpersonship Limited Limited
of committees
Member: Member:
1. Audit Nomination and
Committee Remuneration
2. Stakeholders’ Committee
Relationship
Committee
3. CSR
Committee
4. Risk
Management
Committee
Particulars Mr. D.S. Brar Mr. R.P. Singh Ms. Lira Goswami Mr. Kinji Saito
Age 66 67 60 61
Qualification Graduated with Bachelor Post-graduation in Law from Delhi University, Graduate from Faculty
of Engineering (Electrical) Mathematics from a Masters degree in law of Economics, Hiroshima
degree from Thapar Advanced Centre for Pure from Columbia University, University, Japan.
Institute of Engineering Mathematics, Punjab New York
& Technology, Patiala. University, Chandigarh
Completed his Masters
Degree in Business
Administration with top
rank (Gold Medal) from the
Faculty of Management
Studies, University of Delhi.
( 11 )
Experience He started his career in 1974 After a brief stint She is one of the founding He joined SMC in 1981
with the Associated Cement of teaching Pure partners of Associated and was assigned
Companies Limited (ACC). Mathematics & Statistics Law Advisers (ALA), Domestic Sales Planning.
Thereafter, Mr. Brar had to graduate classes, he having over 35 years of During his tenure with
been associated with the joined the Administrative experience in corporate SMC, he has been to
Pharmaceutical Industry for Service. Apart from the and regulatory work many assignments
more than three decades. regular field assignments including international including import car sales,
Mr. Brar spent major part for the I.A.S. Officers, business transactions, domestic planning &
of this period (1977 – 2004) he has wide experience strategic advisory work, marketing, administration
with Ranbaxy Laboratories in regulatory areas mergers and acquisitions, of overseas planning,
Limited – India’s largest of Finance, Industry, regulatory compliance, etc. before joining the
pharmaceutical company at Urban Development and anti-corruption, fraud and then Maruti Udyog
various positions and rose Infrastructure. He worked related investigations. Limited (now Maruti
to the level of President both as Commissioner Suzuki India Limited)
in 1993. He became the of Hyderabad Municipal She heads the corporate
as Director (Marketing
CEO & Managing Director Corporation & Vice and regulatory team at
& Sales) in 2002. He
of Ranbaxy in 1999. Mr. Chairman of Hyderabad ALA and has substantial
served as Director of
Brar stepped down from Urban Development expertise in corporate
the Company till 2006.
this position in 2004 to Authority. He had long and regulatory work
Thereafter he worked at
start his entrepreneurial stints as Managing (including in the defence,
various positions at SMC
journey and ventured Director of Andhra civil aviation, medical
like General Manager
into GVK Biosciences - a Pradesh Industrial and insurance sectors)
(Asia/Middle East/ Africa
leading contract research Development Corporation having advised several
Automobile Marketing),
organization providing & Commissioner of multinational clients.
Deputy Executive
Discovery & Development Taxation in Andhra She was the chairperson General Manager
services to Global Life Pradesh. He was posted of the board of directors (Overseas Automobile
Sciences companies. to Punjab & Sind Bank of Kellogg India for over a Marketing Department),
as Chairman in March decade. Managing Director
He is a promoter of GVK
2005 when the Bank was (American Suzuki Motor),
Biosciences Private In addition to corporate
in continuous losses and General Manager (Asia
Limited and Excelra and regulatory work,
had accumulated the Automobile Marketing
Knowledge Solutions Pvt. she has advised a
highest NPAs in industry. Department), Deputy
Ltd. He is also a member number of clients in
He spent four and a half Executive General
of the Advisory Board of internal investigations
years in the Bank during Manager (Overseas
the USA-India Chamber of including those under
which the Bank recorded Automobile Marketing
Commerce (USAIC). the US Foreign Corrupt
highest growth in the Department), Executive
From 2000–2007, Mr. Brar Industry and registered Practices Act (FCPA), General Manager (Asia/
served as a Director of the lowest NPA level in working directly with Africa/ Latin America
Reserve Bank of India (RBI) the whole industry. clients or collaboratively Automobile Marketing
and was also a member of As Secretary in the with international law and and Managing Officer,
the Inspection and Audit Department of Industrial accounting firms. Executive General
Sub-Committee of the Policy & Promotion, his Manager, Global
She has also advised
Central Board of Directors major initiatives were: Automobile Operations.
entities controlled by
of the RBI. Mr. Brar also the Government of Ras-
3. Putting together Currently, he is Managing
served as a Senior Advisor Al-Khaimah on various
the manufacturing Officer, Executive
to Private Equity firms corporate, commercial
policy for the General Manager, Global
such as Temasek Capital and other matters
country. Automobile Marketing.
(Private) Limited and including economic
Kohlberg Kravis Roberts 1. Rationalization and
offences.
(KKR) from 2011-2015 and consolidation of
was a Special Advisor to FDI policy; She is a regular speaker
the Board of Directors of 2. on foreign investment,
Re-inventing and defense procurement,
Adamas Pharmaceuticals establishing the trade, regulatory and
Inc. Delhi Mumbai compliance issues and
Industrial Corridor has spoken in several
Project (DMIDC); anti-corruption seminars
and including ACI’s anti-
( 12 )
Mr. Brar has been involved After retirement from the corruption conferences in
with some of the premier Indian Administrative India and the US and C5’s
Research and Educational Service, he was selected Defence Procurement
Institutions in India. He by the Government of seminars in Washington
has served as a member India for appointment and Paris.
on the Board of National as Chairman, National
She has authored
Institute of Pharmaceutical Highways Authority of
articles on diverse
Education and Research India (NHAI). Major
subjects including
(NIPER), SAS Nagar, policy initiatives like
Disinvestment; Related
Punjab and as a member rescheduling of premium
party Transactions;
of the Board of Governors payable to Government,
Foreign Exchange
of the Indian Institute of exit policy etc. during
Regulations; Insurance
Management, Lucknow his tenure retrieved the
as a tool of Wealth
(IIML). sector from a slump.
Management; Law and
An innovative dispute
Mr. Brar has been involved Morality; Legal Obligation
resolution mechanism
with several leading and Civil Disobedience
saw amicable settlements
industry associations in etc. She has co-authored
of disputes amounting
India. He was associated the Indian chapter on
to more than Rs. 17000
with Confederation of Private Banking for
crores.
Indian Industry (CII) Baker & McKenzie’s Law-
where he Chaired CII’s in-Context, an on line
Indian MNC Council and private banking resource
with Federation of Indian for international banks
Chambers of Commerce and wealth managers
and Industry (FICCI) in the and the Global Legal
past. Mr. Brar was a Member Group’s International
of Prime Minister’s Task Comparative Legal Guide
Force on Pharmaceuticals to Environment Law.
and Knowledge-based
She was on the India
industries which drafted the
advisory board of
blue print for the growth and
Stonebridge International
global expansion of Indian
(now Stonebridge
Pharmaceutical Industry
Albright), a global
including R&D and Pricing
consulting company on
policies. He served as a
regulatory and strategic
member of Consultative
advisory work.
Group on Exports of
Pharmaceutical Products, She has also conducted
under the Chairmanship training for employees
of Hon’ble Minister of of multinational
Commerce, Industry and corporations including for
Textiles, Government of purposes of compliance
India. with competition law,
For his service and FCPA and UK Bribery
contribution to the Act, advised on Integrity
pharmaceutical industry, Manuals, Gifting and
Mr. Brar was honoured Business Courtesy
with the Dean’s Medal Policies for various
from the Tufts University clients.
School of Medicine, U.S.A. Her pro bono
in 2004. The Federation of activities include legal
Asian Biotech Associations assistance for charitable
(FABA) conferred on organizations including
Mr. Brar the “FABA Save the Children
Special Award 2011” for and Youth Making a
his contribution to the Difference. She was also
BioPharma sector. nominated as a member
of the Governing Body
of Kamla Nehru College,
University of Delhi.
( 13 )
Terms & He is proposed to be He is proposed to be She is proposed to He is proposed to be
conditions of re-appointed as an re-appointed as an be appointed as an appointed as non-
appointment/ re- Independent Director. Independent Director. Independent Director. executive director liable
appointment to retire by rotation.
Remuneration He will be entitled to He will be entitled to She will be entitled to Nil
proposed to be receive sitting fee and receive sitting fee and receive sitting fee and
paid commission as may be commission as may be commission as may be
determined by the board determined by the board determined by the board
on the recommendation on the recommendation on the recommendation
of the Nomination & of the Nomination of the Nomination
Remuneration Committee. & Remuneration & Remuneration
Committee. Committee.
Remuneration Please refer Corporate Please refer Corporate N.A. Nil
last drawn Governance Report Governance Report
forming part of the Annual forming part of the Annual
Report 2018-19. Report 2018-19.
Date of first 27th July, 2006 under the 25th January, 2013 under N.A. 28th April, 2012.
appointment on Companies Act, 1956 and the Companies Act, 1956
the board 4th September, 2014 under and 4th September, 2014
the Companies Act, 2013. under the Companies
Act, 2013.
Shareholding in Nil Nil Nil Nil
the Company
Relationship N.A. N.A. N.A. Not applicable
with other
directors,
manager and
key managerial
personnel
Number of Five (2018-19) Five (2018-19) N.A. Five (2018-19)
board meetings
attended during
the year
Other Mphasis Limited, Bharti Infratel Blackberry India Pvt. Nil
directorships GVK Biosciences Limited, Macrotech Limited.
Private Limited, Suraj Developers Limited, IRB
Hotels Private Limited, Infrastructure Pvt. Limited
Madhubani Investments and Nirlon Limited
Private Limited, Davix
Management Services
Private Limited, Green
Vally Land & Development
Private Limited, GVK
Davix Technologies Private
Limited, GVK Davix
Research Private Limited,
Suraj Overseas Private
Limited, Wockhardt Limited,
Mountain Trail Foods Pvt.
Ltd., Excelra Knowledge
Solutions Pvt. Ltd., Ktwo
Technology Solutions
(P) Ltd. and Docplexus
Online Services Pvt. Ltd.
( 14 )
Memberships/ Maruti Suzuki India Maruti Suzuki India Nil Nil
chairpersonship Limited Limited:
of committees
Chairman: Audit Member: Audit
Committee and Nomination Committee and CSR
and Remuneration Committee
Committee
Bharti Infratel Limited:
Member:
Member: Audit
Stakeholders’ Relationship Committee and Risk
Committee Management Committee
Mphasis Limited: IRB Infrastructure
Private Limited:
Chairman: Stakeholders’
Relationship Committee Member: Audit
and Treasury and Committee and
Operations Committee Nomination &
R e m u n e r a t i o n
Member: Audit Committee,
Committee
Nomination and
Remuneration Committee, Macrotech Developers
ESOP’s Compensation Limited:
Committee, Share
Chairman: Risk
Transfer Committee, CSR
Management Committee
Committee and Strategy
Committee Member: CSR
Committee, Audit
Wockhardt Limited
Committee, Nomination &
Chairman: Nomination and Remuneration Committee
Remuneration Committee and Stakeholders’
Relationship Committee
Member: Audit Committee,
Stakeholders’ Committee Nirlon Limited:
and CSR & Risk
Member: Audit
Management Committee
Committee, Stakeholders’
GVK Biosciences Private Relationship Committee
Limited and Nomination
& Remuneration
Chairman: Compensation
Committee
Committee
Member: Audit Committee
Excelra Knowledge
Solutions Pvt. Ltd.
Member: CSR Committee
Sanjeev Grover
New Delhi Vice President
26th July, 2019 & Company Secretary
FCS No. 3788
( 15 )
ROUTE MAP
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SUBROTO PARK
AIR FORCE
AUDITORIUM
ARJUN
VIHAR
RESEARCH REFERRAL
ARMY HOSPITAL
HP
PETROL PUMP
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GURGAON
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KUAN TO NARAINA (M.G. MARG)
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( 16 )
MARUTI SUZUKI INDIA LIMITED
CIN: L34103DL1981PLC011375
Registered Office: 1, Nelson Mandela Road, Vasant Kunj, New Delhi -110 070, India
Tel: 011-46781000; Fax: 011-46150275
Web: www.marutisuzuki.com Email Id: investor@maruti.co.in
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Registered Address
Email Id
DP ID
I/We, being the member(s) of ……………………………………holding.......………… shares of the above named Company, hereby appoint
Address : …………………………………………………………………………......................................………………………………………………………………………
or failing him/her
Address : …………………………………………………………………………......................................………………………………………………………………………
or failing him/her
Address : …………………………………………………………………………......................................………………………………………………………………………
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 38th Annual General Meeting of the Company, to be held on Tuesday, the 27th August,
2019 at 10:00 a.m. at Air Force Auditorium, Subroto Park, New Delhi-110 010 and at any adjournment thereof in respect of such resolutions as are indicated below:
1. To receive, consider and adopt the audited financial statements (including 5. Reappointment of Mr. Kenichi Ayukawa as Managing Director and Chief
the consolidated financial statements) of the Company for the year ended Executive Officer.
31st March, 2019 including the audited Balance Sheet as at 31st March, 6. Appointment of Mr. Takahiko Hashimoto as a Director and Whole-time
2019, the statement of Profit and Loss for the year ended on that date and Director designated as Director (Marketing & Sales).
the reports of the Board of Directors and Auditors thereon. 7. Reappointment of Mr. D.S. Brar as an Independent Director.
8. Reappointment of Mr. R.P. Singh as an Independent Director.
2. To declare dividend on equity shares. 9. Appointment of Ms. Lira Goswami as an Independent Director.
10. Approval of the appointment of Mr. Hiroshi Sakamoto as a Director.
3. To appoint a director in place of Mr. Toshihiro Suzuki, who retires by rotation
11. Approval of the appointment of Mr. Hisashi Takeuchi as a Director.
and being eligible, offers himself for re-appointment.
12. Enhancement of ceiling of payment of commission to Non-executive
directors.
4. To appoint a director in place of Mr. Kinji Saito who retires by rotation and
being eligible, offers himself for re-appointment. 13. Ratification of the remuneration of the Cost Auditor, M/s R.J.Goel & Co.,
cost accountants.
Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours
before the commencement of the meeting.
MARUTI SUZUKI INDIA LIMITED
CIN: L34103DL1981PLC011375
Registered Office: 1, Nelson Mandela Road, Vasant Kunj, New Delhi -110 070, India
Tel: 011-46781000; Fax: 011-46150275
Web: www.marutisuzuki.com Email Id: investor@maruti.co.in
Attendance Slip
Name
Address of Shareholder
I/We hereby record my/our presence at the 38th Annual General Meeting of the Company on 27th August, 2019 at 10:00 a.m. at Air
Force Auditorium, Subroto Park, New Delhi-110 010.
Signature of Shareholder/Proxy
Note: Please read instructions given in Notice of the 38th Annual General Meeting carefully before voting electronically.