Your Directors have pleasure in presenting the 42nd annual report
together with the audited financial statements for the year ended 31st March, 2023.
Financial Results
The Company's financial performance during 2022-23 as compared to
the previous year 2021-22 is summarized below:
( Rs. in million)
Particulars |
2022-23 |
2021-22 |
Total revenue |
1,196,842 |
900,891 |
Profit before tax |
101,591 |
45,823 |
Tax expense |
21,099 |
8,160 |
Profit after tax |
80,492 |
37,663 |
Retained Earnings |
- |
- |
Balance at the beginning of the year |
479,986 |
455,741 |
Profit for the year |
80,492 |
37,663 |
Other comprehensive income arising from
remeasurement of defined benefit obligation* |
(286) |
208 |
Amount transferred to employee welfare fund |
- |
- |
Income on employee welfare fund |
(119) |
(106) |
Expenses on employee welfare fund |
32 |
74 |
Amount transferred to scientific research fund |
- |
- |
Payment of dividend on equity shares |
(18,125) |
(13,594) |
Corporate dividend tax paid |
- |
- |
Balance at the end of the year |
541,980 |
479,986 |
*net of deferred tax assets of Rs. 58 million (previous year deferred
tax liabilities Rs. 12 million)
Financial Highlights
The total revenue was Rs. 1,196,842 million as against Rs. 900,891
million in the previous year showing an increase of 32.85%. Sale of vehicles in the
domestic market was 1,706,831 units as compared to 1,414,277 units in the previous year
showing an increase of 20.69%. Total number of vehicles exported was 259,333 units as
compared to 238,376 units in the previous year showing an increase of 8.79%.
Profit before tax (PBT) was Rs. 101,591 million against Rs. 45,823
million showing an increase of 121.70% and profit after tax (PAT) stood at Rs. 80,492
million against Rs. 37,663 million in the previous year showing an increase of 113.72%.
Dividend
The Board recommends a dividend of Rs. 90/- per equity share of Rs. 5/-
each for the year ended 31st March, 2023 amounting to
Rs. 27,187 million. No amount was carried to General Reserve. The
Company has formulated a dividend distribution policy and the same is available on the
website of the Company at the web-link
https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/
MSIL_Dividend_Distribution_Policy.pdf
Operational Highlights
The operations are exhaustively discussed in the Management
Discussion and Analysis' forming part of the annual report.
Consolidated Financial Statements
In accordance with Indian Accounting Standard (IND AS) - 110 on
Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on
Investments in Associates and Joint Ventures, the audited consolidated financial
statements are provided in the annual report.
Performance of Subsidiaries, Associates and Joint Venture Companies
A report containing the performance, financial position and the
contribution of subsidiaries, associates and joint venture companies to the overall
performance of the Company as required by the Companies Act, 2013 (hereinafter referred to
the Act') is provided as an annexure to the consolidated financial statements
and hence are not repeated here for the purpose of brevity (Form AOC-1).
Further, no Company has become or ceased to be the subsidiary, joint
venture or associate company during the year under review.
The audited Financial Statements of each of the subsidiary companies
are also available on the website of the Company at the web-link
https://www.marutisuzuki.com/corporate/investors/ company- reports
Material Subsidiaries
In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations'), the Company
has a policy for determining material subsidiaries. The policy is available on the website
of the company at the web-link https://marutistoragenew.blob.core.windows.net/
msilintiwebpdf/Policy_on_Subsidiary_Companies_New.pdf
Deposits
During the year under review, the Company has not invited or accepted
any deposits from the public in terms of Chapter V of the Act.
Annual Return
The annual return of the Company for the year 2022-23 is available on
the website of the Company at the web-link https://
www.marutisuzuki.com/corporate/investors/company-reports
Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments, if any, covered under the
provisions of Section 186 of the Act are given in the notes forming part of the financial
statements.
Board of Directors and Key Managerial Personnel (KMP)
In accordance with the provisions of Section 152 of the Act and the
Articles of Association of the Company, Mr. Kinji Saito (DIN: 00049067), Non-Executive
Director and Mr. Kenichi Ayukawa (DIN: 02262755), Non-Executive Director of the Company,
will retire by rotation at the ensuing Annual General Meeting and being eligible have
offered themselves for re-appointment.
Mr. Kenichiro Toyofuku (DIN: 08619076) was re-appointed as a Whole-time
Director designated as Director (Corporate Planning) of the Company for a period of 3
years with effect from 5th December, 2022 at the 41st Annual General Meeting of the
Company held on 31st August, 2022.
Independent Directors
The Company has received declarations of independence in accordance
with the provisions of Section 149 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 along with Regulation 16 and
Regulation 25 of the Listing Regulations from all the Independent Directors. Under the
relevant provisions of the Act and the Listing Regulations, one separate meeting of the
Independent Directors was held during 2022-23. The Board is of the opinion that the
Independent Directors of the Company possess requisite qualifications, experience and
expertise and hold highest standards of integrity.
The details of the familiarization programmes for the Independent
Directors are available on the website of the Company at
https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Familiarization_Programmes_for_Independent_Directors.pdf
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained, in terms of Section 134 of the Act, your Directors
state that: a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and proper explanations provided relating to material
departures, if any;
b) such accounting policies have been selected and applied consistently
and judgments and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) internal financial controls were followed by the Company and they
are adequate and are operating effectively; and
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
Board Meetings
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year under review, five board meetings were held, the details of
which are given in the Corporate Governance Report.
Board Committees
For composition of the Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee, CSR Committee and Risk Management
Committee, please refer to the Corporate Governance Report.
The annual report on CSR activities containing details of CSR Policy
and other prescribed details are given in Annexure - A.
Risk Management
Pursuant to Regulation 21 of Listing Regulations, the Company has a
Risk Management Committee, the details of which are given in the Corporate Governance
Report. The Company has a Risk Management Policy and identified risks and taken
appropriate steps for their mitigation. For more details, please refer to the Management
Discussion and Analysis (MD&A).
Internal Financial Controls
Internal financial controls have been discussed under the head
CEO/CFO Certification' in the Corporate Governance Report.
Vigil Mechanism
The Company has in place an established and effective mechanism called
the Whistle Blower Policy (Policy'). The mechanism under the Policy has been
appropriately communicated within the organisation. The purpose of this Policy is to
provide a framework to promote responsible whistle blowing by employees. It protects
employees wishing to raise concerns about serious irregularities, unethical behavior,
actual or suspected fraud within the Company.
The Chairman of the audit committee is the ombudsperson and direct
access has been provided to the employees to contact him through e-mail, post and
telephone for reporting any matter.
Related Party Transactions
The Company has a policy on related party transactions which is
available on the website of the company at the web-link https://
marutistoragenew.blob.core.windows.net/msilintiwebpdf/Policy_
on_Related_Party_Transactions_New.pdf
In terms of Section 134(3)(h) of the Act read with Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the material transactions with
related parties were on arms' length basis and in ordinary course of business, and
are reported in Form AOC - 2 which is attached as Annexure - B.
The disclosure with respect to the transactions with promoter and
promoter group which is holding 10% or more of the shareholding in the Company are given
in the notes forming part of the financial statements.
Performance Evaluation
Pursuant to the provisions of the Act and the Listing Regulations, the
annual performance evaluation of the Board, its committees and the Directors was carried
out as per the Nomination and Remuneration Policy of the Company. The evaluation of the
performance of the Board, its Chairman and the Non-Independent Directors was carried out
by the Independent Directors. The evaluation of the performance of the Directors
individually was done by the Nomination and Remuneration Committee and the evaluation of
the performance of the Board, its committees and the individual Directors was done by the
Board. The criteria for the evaluation of individual Directors included a) the extent of
engagement and contribution to the affairs of the Company including by way of attendance
in Board and committee meetings; b) ability to discharge their duties and obligations
diligently in the best interest of the Company; c) ability to provide effective leadership
and checks and balances towards sustaining the highest levels of corporate governance; d)
exercise duty of care and skill in the discharge of their functions; e) exercise
independence of judgment and bring about objectivity to the Board process; and f)
safeguarding the interest of all the stakeholders specially the minority shareholders. The
evaluation criteria of the performance of the Board and its committees included,
inter-alia, their culture and management with various factors like environment of
discussion, their roles and responsibilities, effectiveness to govern the organisation,
diversity, expertise, experience, independence of Directors, integrity, their composition,
attendance, participation levels, bringing specialised knowledge for decision making,
smooth functioning, effective decision making, terms of reference, conduct of committees
and frequency of meetings, etc. The Directors expressed their satisfaction with the
evaluation process.
The Board also noted that the Independent Directors had fulfilled the
independence criteria as specified in the Listing Regulations and were independent from
the management.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy is attached as Annexure - C and
is available on the website of the Company at the web-link
https://marutistoragenew.blob.core.windows.net/
msilintiwebpdf/MSIL_Nomination_and_Remuneration_Policy.pdf
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and has also complied with its provisions relating to the
constitution of Internal Complaints Committee to redress complaints received regarding
sexual harassment.
The status of the complaints received by the Company during the year
under review is as under:
a) |
Numberofcomplaints |
2 |
b) |
Number of complaints disposed of |
1 |
c) |
Number of complaints
pending as on the end of financial year |
1 |
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information in accordance with Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure - D.
Corporate Governance Report
A detailed report on corporate governance is annexed to the Annual
Report. The Company has complied with the corporate governance requirements, as stipulated
under the Listing Regulations. A certificate of compliance by auditors shall form part of
the annual report.
Management Discussion and Analysis Report
The detailed report on Management Discussion and Analysis is annexed to
the Annual Report.
Secretarial Standards
The Company has complied with all the mandatorily applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
Personnel
As required by the provisions of Section 197 of the Act read with Rule
5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
particulars of the employees are set out in Annexure - E. However, as per the provisions
of Section 136 of the Act, the annual report is being sent to all the members of the
Company excluding the aforesaid information. The said information is available for
inspection by the members at the registered office of the Company up to the date of the
ensuing Annual General Meeting. Any member interested in obtaining such particulars may
write to the Company Secretary at the registered office of the Company.
Cost Auditors and Records
In accordance with the provisions of Section 148 of the Act read with
the Companies (Cost Records and Audit) Rules, 2014, M/s R.J. Goel & Co., Cost
Accountants, New Delhi (Registration No. 000026) were appointed as the Cost Auditors of
the Company to carry out the cost audit for 2023-24. The maintenance of cost records as
specified by the Central Government under Section 148 (1) of the Act is required by the
Company and such accounts and records are made and maintained.
Auditors
The statutory auditors, M/s Deloitte Haskins & Sells LLP were
appointed at the 40th Annual General Meeting of the Company to hold the office till the
conclusion of the 45th Annual General Meeting of the Company. In compliance with the
conditions of the Foreign Direct Investment, a certificate has been obtained from Deloitte
Haskins & Sells LLP for the downstream investments made by the Company.
Secretarial Audit Report
In accordance with the provisions of Section 204 of the Act read with
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during
the year under review, the Board appointed M/s RMG & Associates, a firm of Company
Secretaries in practice to undertake the Secretarial Audit for the financial year 2022-23.
The report on secretarial audit is attached as Annexure - F.
There is no qualification, reservation, or adverse remark by the
Statutory Auditors and the Secretarial Auditors in their respective reports.
CRISIL Ratings
The Company was awarded the highest financial credit rating of
AAA/stable (long term) and A1+ (short term) on its bank facilities by CRISIL. The rating
underscores the financial strength of the Company in terms of the highest safety with
regard to timely fulfillment of its financial obligations.
Quality
The Company has established and is maintaining an environmental
management system (EMS) since 1999. During the year, surveillance audit for ISO 14001 was
carried out by M/s VIN?OTTE nv, Belgium for the manufacturing plants located at Gurugram,
Manesar and Rohtak R&D Centre.
The Quality Management System of the Company is certified as per ISO
9001:2015 standard. Regular assessments of the Quality Systems are done through
surveillance audits and re- certification assessments are done every three years by an
accredited third party agency. The Company has an internal assessment mechanism to verify
and ensure adherence to defined Quality Systems across the Company.
Awards/Recognition/Rankings
The Company received many awards/recognitions/rankings during the year.
Some of these are mentioned hereunder:
a. Mr. R.C. Bhargava, Chairman of the Company was conferred the
Business Icon Corporate Visionary Award' at the 10th edition BT MindRush
by Business Today.
b. Manufacturer of the Year' title at Jagran HiTech Awards
2022 and also at 1st edition of Acko Drive Awards 2023.
c. Outstanding Commitment in road safety by corporates' by
FICCI for the road safety efforts of the Company.
d. Best Innovative CSR Project of the Year' award at 5th
Edition of Corporate Social Responsibility Summit 2022.
e. Company with Best CSR Impact' at the 8th CSR Impact
Awards 2022.
f. Excellent Position Under Auto & Ancillary Products Category at
the CII SCALE' Supply Chain and Logistics and Excellence Awards.
g. Platinum-Par Excellence award along with First, Second and Third
prizes at CII Supervisory Skill Competition 2022.
h. "Best Innovation AI/ML Services" at Amazon AI Concave
2022.
i. CSR Leadership Award for Employment Creation' and
CSR Leadership Award for deploying Technology in CSR" for Automated Driving
Test Center at India CSR Leadership Award, 2022.
j. The Grand Vitara was conferred:
"Car of the year" & Mid- size SUV of the Year at
Autocar Awards 2023.
Automobile of the Year' at Car India Bike
Awards 2022.
New Product of the Year' at Zee Awards 2022.
Best of 2022' title at AutoX Awards.
Viewer's Choice Car of the Year' at Jagran
HiTech Awards 2022 and at Indian Vehicle Awards, 2023.
Best 4x4 of the Year' at the Autoportal Best Car
Awards 2022.
SUV of the Year 2022' at ABP Auto Awards, 2022.
Compact SUV of the Year' at Acko Drive Awards, 2023.
k. The Baleno bagged:
Hatchback of the Year' award at Autocar Awards 2023
and Zee Auto Awards 2022.
Best Pre-Owned Large Hatchback Award' at OLX Autos
Autocar Pre-Owned Car Awards 2023.
Best Hatchback Award' at Autoportal Best Car Awards
2023.
Premium Hatchback of the Year' at Motor Vikatan
Awards, 2023.
Sub-compact car of the Year' at Acko Drive Awards,
2023. l. The New Brezza was awarded:
Facelist SUV of the Year' at Jagran HiTech Awards
2022.
Update of the Year 2023' at Indian Vehicle Awards.
Sub Compact SUV of the Year' at Acko Drive Awards,
2023 and at ABP Auto Awards, 2022.
Best Pre-Owned Compact SUV' at OLX Autos Autocar
Pre-Owned Car Awards, 2023.
m. The Ertiga was titled as the Best Pre-Owned MPV' and
Best Pre-Owned car of the Year' at OLX Autos Autocar Pre-Owned Car Awards 2023.
n. Ciaz won the Best Pre-owned Midsize Sedan' award at OLX
Autos Autocar Pre- owned Car Awards, 2023.
o. Alto K10 won the Entry Level Hatchback of the Year' award
at Vikatan Awards 2023 and Entry Level Car of the Year' at ABP Auto Awards,
2022.
p. Alto won the People's Car of the Year' award at
Jagran HiTech Awards 2023 and Entry-level car of the Year' at the Acko Drive
Awards, 2023.
q. Celerio won the Hatchback of the Year' award at Motoring
World Awards 2022.
r. The CV Awards 2023 awarded EECO Cargo the Commercial Van of
the Year'.
Acknowledgment
The Board of Directors would like to express its sincere thanks for the
co-operation and advice received from the Government of India, the State Governments of
Haryana and Gujarat. Your Directors also take this opportunity to place on record their
gratitude for timely and valuable assistance and support received from Suzuki Motor
Corporation, Japan. The Board also places on record its appreciation for the enthusiastic
co-operation, hard work and dedication of all the employees of the Company including the
Japanese staff, dealers, vendors, customers, business associates, auto finance companies,
state government authorities and all concerned without which it would not have been
possible to achieve all round progress and growth of the Company. The Directors are
thankful to the members for their continued patronage.
For and on behalf of the Board of Directors
Hisashi Takeuchi |
Kenichiro Toyofuku |
Managing Director & CEO |
Director (Corporate Planning) |
DIN: 07806180 |
DIN: 08619076 |
New Delhi 26th April, 2023
|