Your Directors have pleasure in presenting the 40th annual report togetherwith the audited financial statements for the year ended 31st March 2021.
The Company's financial performance during 2020-21 as compared to the previous year2019-20 is summarised below:
|Particulars ||2020-21 ||2019-20 |
|Total revenue ||732789 ||790314 |
|Profit ||51594 ||70648 |
|Tax expense ||9297 ||14142 |
|Profit aftertax ||42297 ||56506 |
|Retained Earnings || || |
|Balance at the beginning of the year ||432385 ||407016 |
|Profit for the ||42297 ||56506 |
|Other comprehensive income arising from remeasurement of defined benefit obligation* ||408 ||(518) |
|Amount transferred to employee welfare fund ||(565) ||(750) |
|Income on employee welfare fund ||(108) ||(117) |
|Expenses on employee welfare fund ||14 ||132 |
|Amount transferred to scientific research fund ||(565) ||(750) |
|Payment of dividend on equity shares ||(18125) ||(24166) |
|Corporate dividend tax paid ||- ||- |
|Balance at the end of the year ||455741 ||432385 |
*net of deferred tax liabilities of Rs.137 million (previous year includes deferred taxassets of Rs.200 million)
The total revenue was Rs.732789 million as against Rs.790314 million in the previousyear showing a decrease of 7.28%. Sale of vehicles in the domestic market was 1361722units as compared to 1461126 units in the previous year showing a decrease of 6.80%.Total number of vehicles exported was 96139 units as compared to 102171 units in theprevious year showing a decrease of 5.90%
Profit before tax (PBT) wasRs.51594 million against Rs.70648 million showing adecrease of 26.97% and profit after tax (PAT) stood at Rs.42297 million against Rs.56506million in the previous year showing a decrease of 25.15%.
The Board recommends a dividend of Rs.45/- per equity share of Rs.5/- each for the yearended 31st March 2021 amounting to Rs.13594 million. The Company hasformulated a dividend distribution policy that forms part of the annual report.
No amount was carried to General Reserve.
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 FinancialStatements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associatesand Joint Ventures the audited consolidated financial statements are provided in theannual report.
A report containing the names of the companies which have become or ceased to becomesubsidiaries joint ventures and associates their performance financial position andtheir contribution to the overall performance of the Company as required by the CompaniesAct 2013 (Act') is provided as an annexure to the consolidated financial statementsand hence are not repeated here for the purpose of brevity. (Form AOC-1)
The annual return of the Company is available on its website athttps://www.marutisuzuki.com/corporate/investors/company-reports.
In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations') the Company has a policy fordetermining material subsidiaries. The policy is available on its website athttps://marutistoragenew.blob.core.windows.net/msilintiwebpdf/Policy_on_Subsidiary_Companies.pdf
Particulars of Loans Guarantees and Investments
Details of loans guarantees and investments if any covered under the provisions ofSection 186 of the Act are given in the notes forming part of the financial statements.
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year five board meetings were held the details of which are given in the CorporateGovernance Report.
For composition of the audit committee please refer to the Corporate GovernanceReport.
The Company has received declarations of independence in accordance with the provisionsof Section 149 of the Act and
Listing Regulations from all the Independent Directors. Under the relevant provisionsof the Act and the Listing Regulations one separate meeting of the Independent Directorswas held during 2020-21. The Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise and hold higheststandards of integrity. The details of the familiarization programmes for the Independent
Directors are available on the website of the Company athttps://marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations 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 havebeen followed and proper explanations provided relating to material departures if any;
b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year and of the profit ofthe Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany 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 andare operating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
Directors and Key Managerial Personnel (KMP)
Mr. T. Suzuki and Mr. Kinji Saito shall retire by rotation in the ensuing AnnualGeneral Meeting of the Company and being eligible have offered themselves forre-appointment. Pursuant to the withdrawal of nomination by Suzuki Motor Corporation Mr.Takahiko Hashimoto resigned with effect from close of business hours of 27thApril 2021. Mr. Shigetoshi Torii was appointed as a Director to fill the casual vacancycaused by the resignation of Mr. Takahiko Hashimoto and also Whole-time Directordesignated as Joint Managing Director (Production and Supply Chain) with effect from 28thApril 2021 for a period of three years till 27th April 2024. Mr. HisashiTakeuchi was appointed as a Whole-time Director designated as Joint Managing Director(Commercial) with effect from 28th April 2021 for a period of three years till27th April 2024.
Pursuant to Regulation 21 of the Listing Regulations the Company has a Risk ManagementCommittee the details of which are given in the Corporate Governance Report. The Companyhas a Risk
Management Policy and identified risks and taken appropriate steps for theirmitigation. For more details please refer to the Management Discussion and Analysis(MD&A).
Internal Financial Controls
Internal financial controls have been discussed under CEO/CFO Certification' inthe Corporate Governance Report.
The Company has in place an established and effective mechanism called the WhistleBlower Policy (Policy). The mechanism under the Policy has been appropriately communicatedwithin the organisation. The purpose of this Policy is to provide a framework to promoteresponsible whistle blowing by employees. It protects employees wishing to raise concernsabout serious irregularities unethical behavior actual or suspected fraud within theCompany.
The Chairman of the audit committee is the ombudsperson and direct access has beenprovided to the employees to contact him through e-mail post and telephone for reportingany matter.
Related Party Transactions
The Company has a policy on related party transactions which is available on theCompany's website at https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/Policy_on_Related_ Party_Transactions.pdf. In termsof Section 134(3)(h) of the Act read with Rule 15 of the Companies (Meetings of Board andits Powers) Rules 2014 there was no transaction to be reported in Form AOC 2. Thedisclosure with respect to the transactions with promoter and promoter group which isholding 10% or more of the shareholding in the Company are given in the notes forming partof the financial statements.
Pursuant to the provisions of the Act and the Listing Regulations the annualperformance evaluation of the Board its committees and the Directors was carried out asper the Nomination and Remuneration Policy of the Company. The evaluation of theperformance of the Board its Chairman and the Non-independent Directors was carried outby the Independent
Directors. The evaluation of the performance of the Directors individually was done bythe Nomination and Remuneration
Committee and the evaluation of the performance of the Board its committees and theindividual Directors was done by the
Board. The criteria for the evaluation of individual Directors included a) the extentof engagement and contribution to the affairs of the Company including by way ofattendance in Board and committee meetings; b) ability to discharge their duties andobligations diligently in the best interest of the Company; c) ability to provideeffective leadership and checks and balances towards sustaining the highest levels ofcorporate governance; d) exercise duty of care and skill in the discharge of theirfunctions; e) exercise independence of judgment and bring about objectivity to the Boardprocess; and f) safeguarding the interest of all the stakeholders specially the minorityshareholders. The evaluation criteria of the performance of the Board and its committeesincluded inter-alia their culture and management with various factors like environmentof discussion their roles and responsibilities effectiveness to govern the organisationdiversity expertise experience independence of Directors integrity their compositionattendance participation levels bringing specialised knowledge for decision makingsmooth functioning effective decision making terms of reference conduct of committeesand frequency of meetings etc. The
Directors expressed their satisfaction with the evaluation process. The Board alsonoted that the Independent Directors had fulfilled the independence criteria as specifiedin the Listing Regulations and were independent from the management.
Nomination and Remuneration Policy
The Nomination and Remuneration Policy is attached as
Corporate Social Responsibility (CSR)
The annual report on CSR activities containing details of CSR Policy composition ofthe CSR Committee and other prescribed details are given in Annexure B.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti- Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and has also complied with its provisions relating to theconstitution of Internal Complaints Committee to redress complaints received regardingsexual harassment.
The status of the complaints received by the Company during the year is as under:
|a) Numberofcomplaintsfiled ||2 |
|b) Number of complaints disposed of ||2 |
|c) Number of complaints pending as on the end of financial ||0 |
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Information in accordance with Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is attached as Annexure C.
The Company has complied with the corporate governance requirements as stipulatedunder the Listing Regulations.
A certificate of compliance by auditors shall form part of the annual report.
Secretarial Audit Report
In accordance with the provisions of Section 204 of the Act read with The Companies(Appointment and Remuneration of
Managerial Personnel) Rules 2014 the Board appointed M/s
RMG & Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit for 2020-21. The report on secretarial audit is attached as AnnexureD. The report does not contain any qualification.
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.
Management Discussion and Analysis Report
The annual report has a detailed report on Management Discussion and Analysis.
As required under the provisions of Section 197 of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theparticulars of the employees are set out in Annexure E. However as per theprovisions of Section 136 of the Act the annual report is being sent to all the membersof the Company excluding the aforesaid information. The said information is available forinspection by the members at the registered office of the Company up to the date of theensuing Annual General Meeting. Any member interested in obtaining such particulars maywrite to the Company Secretary at the registered office of the Company. at
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) wereappointed as the Cost Auditors of the Company to carry out the cost audit for 2021-22. Themaintenance of cost records as specified by the Central Government under Section 148(1) ofthe Act is required by the Company and such accounts and records are made and maintained.
The auditors M/s Deloitte Haskins & Sells LLP (Deloitte) wereappointed in the 35th Annual General Meeting and hold their office till theconclusion of the 40 th Annual General Meeting. A certificate has been obtainedfrom Deloitte to the effect that the Company is in compliance with the conditions ofForeign Direct Investment for the downstream investment made by the Company. As per theprovisions of Section 139 of the Act the
Board has recommended re-appointment of Deloitte as auditors of the Company from theconclusion of the 40th Annual General Meeting (AGM) till the conclusion of 45thAGM for approval of the members.
The Company was awarded the highest financial credit rating of
AAA/stable (long term) and A1+ (short term) on its bank facilities by CRISIL. Therating underscores the financial strength of the Company in terms of the highest safetywith regard to timely fulfillment of its financial obligations.
The Company has established and is maintaining an environment management system. Duringthe year re-certification audit for ISO-14001 was carried out by M/s VINCOTTE nv Belgiumfor the manufacturing plants located at Gurugram Manesar and R&D Centre in Rohtak.The auditors recommended continuance of
ISO-14001 for all manufacturing facilities.
The quality management system of the Company is certified as per ISO 9001:2015standard. Regular assessments of the quality systems are done through surveillance auditsand re-certification assessments are done at every three years by an accredited thirdparty agency. The Company has an internal assessment mechanism to verify and ensureadherence to defined quality systems across the Company.
The Company received many awards/recognitions/rankings during the year. Some of theseare mentioned hereunder:
a) Mr. Kenichi Ayukawa MD & CEO was awarded the Best CEO Large Companies'for the fifth time in a row at Business Today Best CEO Award.
b) WagonR won the Hatchback of the Year Award at Motoring World Awards 2020.
c) Car Manufacturer of the year 2020' award by Jagran hiTech Awards 2020.
d) Exemplary Business Adaptation during COVID-19 award by Grant Thornton Bharat SABERA.
e) Green Initiative of the Year was awarded to The Mission Green Million initiative.
f) Three India Digital Awards by IAMAI:
i) Gold: Best Mobile Search Campaign (Category) ii) Silver: Best use of Mobile forcontent Marketing
iii) Bronze: Best use of AR/VR in a Marketing campaign (Category)
g) Manufacturer of the Year award by Car India and Bike India.
The Board of Directors would like to express its sincere thanks for the co-operationand advice received from the Government of India the State Governments of Haryana andGujarat. Your
Directors also take this opportunity to place on record their gratitude for timely andvaluable assistance and support received from Suzuki Motor Corporation Japan. The Boardalso places on record its appreciation for the enthusiastic co-operation hard work anddedication of all the employees of the Company including the Japanese staff dealersvendors customers business associates auto finance companies state governmentauthorities and all concerned without which it would not have been possible to achieve allround progress and growth of the
Company. The Directors are thankful to the members for their continued patronage.
For and on behalf of the Board of Directors
|R.C. Bhargava ||Kenichi Ayukawa |
|Chairman ||Managing Director & CEO |
|Gurugram || |
|27th April 2021 || |