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Maruti Suzuki India Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

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:

( '' 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 '' 58 million (previous year deferred tax liabilities '' 12 million)

Financial Highlights

The total revenue was '' 1,196,842 million as against '' 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 '' 101,591 million against '' 45,823 million showing an increase of 121.70% and profit after tax (PAT) stood at '' 80,492 million against '' 37,663 million in the previous year showing an increase of 113.72%.

Dividend

The Board recommends a dividend of '' 90/- per equity share of '' 5/- each for the year ended 31st March, 2023 amounting to '' 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.

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)

Number of complaints filed

2

b)

Number of complaints disposed of

1

c)

Number of complaints pending as on the end of financial year

1


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/Policv 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 NonIndependent 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

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 VINQOTTE 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


Mar 31, 2022

Your Directors have pleasure in presenting the 41st annual report together with the audited financial statements for the year ended 31st March, 2022.

Financial Results

The Company’s financial performance during 2021-22 as compared to the previous year 2020-21 is summarized below:

( '' in million)

Particulars

2021-22

2020-2021

Total revenue

900,891

732,789

Profit before tax

45,823

51,594

Tax expense

8,160

9,297

Profit after tax

37,663

42,297

Retained Earnings

Balance at the beginning of the year

455,741

432,385

Profit for the year

37,663

42,297

Other comprehensive income arising from remeasurement of defined benefit obligation*

208

408

Amount transferred to employee welfare fund

-

(565)

Income on employee welfare fund

(106)

(108)

Expenses on employee welfare fund

74

14

Amount transferred to scientific research fund

-

(565)

Payment of dividend on equity shares

(13,594)

(18,125)

Corporate dividend tax paid

-

-

Balance at the end of the year

479,986

455,741

* net of deferred tax liabilities of '' 12 million (previous year deferred tax liabilities '' 137 million )

Financial Highlights

The total revenue was '' 900,891 million as against '' 732,789 million in the previous year showing an increase of 22.94%. Sale of vehicles in the domestic market was 1,414,277 units as compared to 1,361,722 units in the previous year showing an increase of 3.86%. Total number of vehicles exported was 238,376 units as compared to 96,139 units in the previous year showing an increase of 147.95%.

Profit before tax (PBT) was '' 45,823 million against '' 51,594 million showing a decrease of 11.19% and profit after tax (PAT)

stood at '' 37,663 million against '' 42,297 million in the previous year showing a decrease of 10.96%.

Dividend

The Board recommends a dividend of '' 60/- per equity share of '' 5/- each for the year ended 31st March, 2022 amounting to '' 18,125 million. The Company has formulated a dividend distribution policy that forms part of the annual report. No amount was carried to General Reserve.

Operational Highlights

The operations are exhaustively discussed in the ‘Management Discussion and Analysis’ forming part of the annual report.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the annual report.

A report containing the names of the companies which have become or ceased to become subsidiaries, joint ventures and associates, their performance, financial position and their contribution to the overall performance of the Company as required by the Companies Act, 2013 (‘Act’) is provided as an annexure to the consolidated financial statements and hence are not repeated here for the purpose of brevity. (Form AOC-1)

Annual Return

The annual return of the Company for the year 2021 -22 is available on its website at 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 its website at

https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/ Policy on Subsidiary Companies.pdf

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

Board Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, five board meetings were held, the details of which are given in the Corporate Governance Report.

Audit Committee

For composition of the audit committee, please refer to the Corporate Governance Report.

Independent Directors

The Company has received declarations of independence in accordance with the provisions of Section 149 of the Act and 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 2021-22. 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 Programme.pdf.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Directors and Key Managerial Personnel (KMP)

Mr. Hisashi Takeuchi and Mr. Kenichiro Toyofuku shall retire by rotation in the ensuing Annual General Meeting of the Company and, being eligible, have offered themselves for re-appointment. Mr. Kenichi Ayukawa was appointed as Executive Vice Chairman with effect from 1st April, 2022 for a period of six months till 30th September, 2022. Mr. Hisashi Takeuchi was appointed as Managing Director and Chief Executive Officer with effect from 1st April, 2022 for a period of three years till 31st March, 2025.

Risk Management

Pursuant to Regulation 21 of the Listing Regulations, the Company has a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has a Risk Management Policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Management Discussion and Analysis (MD&A).

Internal Financial Controls

Internal financial controls have been discussed under ‘CEO/CFO Certification’ in the Corporate Governance Report.

Vigil Mechanism

The Company has in place an established and effective mechanism called the Whistle Blower Policy (Policy). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise concerns about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

The Chairman of the audit committee is the ombudsperson and direct access has been provided to the employees to contact him through e-mail, post and telephone for reporting any matter.

Related Party Transactions

The Company has a policy on related party transactions which is available on the Company’s website at https://marutistoragenew. blob.core.windows.net/msilintiwebpdf/Policy On Related Party Transactions.pdf. In terms of Section 134(3) (h) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, there was no transaction to be reported in Form AOC 2. 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-

a)

Number of complaints filed

Nil

b)

Number of complaints disposed of

Nil

c)

Number of complaints pending as on the end of financial year

Nil

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure C.

Corporate Governance

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.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s RMG & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit for 2021-22. The report on secretarial audit is attached as Annexure D. The report does not contain any qualification.

Secretarial Standards

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

Management Discussion and Analysis Report

The annual report has a detailed report on Management Discussion and Analysis.

Personnel

As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in Annexure 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.

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 A.

Corporate Social Responsibility (CSR)

The annual report on CSR activities containing details of CSR Policy, composition of the CSR Committee and other prescribed details are given in Annexure B.

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 is as under:

Cost Auditors and Records

In accordance with the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s R.J. Goel & Co., Cost Accountants, New Delhi (Registration No. 000026) were appointed as the Cost Auditors of the Company to carry out the cost audit for 2022-23. 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 auditors, M/s Deloitte Haskins & Sells LLP (“Deloitte”) were re-appointed in the 40th Annual General Meeting and hold their office till the conclusion of the 45th Annual General Meeting. In compliance with the conditions of the Foreign Direct Investment, a certificate has been obtained from Deloitte Haskins & Sells for the downstream investment made by the Company.

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 VINQOTTE nv, Belgium for the manufacturing plants located at Gurugram and Manesar in November, 2021. The auditors appreciated various efforts taken by MSIL in regard to EMS initiatives.

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. The Company’s advertising campaign ‘CalculateKiyaKya.’ was selected as the winner in the ‘Auto Four Wheelers’

category in the IndIAA Awards 2021 (IAA INDIA Awards 2021).

b. Mr. Kenichi Ayukawa, Executive Vice Chairman was conferred the ‘Lifetime Automotive Industry Leader of the Year’ award at the prestigious Jagran HiTech Awards 2021.

c. The All-New Celerio bagged ‘Hatchback of the Year’ award.

d. The Company received many awards during India CSR Leadership Summit 2021 in the area of its CSR activities.

e. The ET Edge, a special initiative by The Economic Times selected the Company amongst the Best Brands 2021.

f. ‘Celerio’ won entry level hatchback of the Year 2022 award at Indian Vehicles Award 2022.

g. The Company was felicitated with five awards at the inaugural OLX Autos Autocar Pre-Owned Car Awards 2022.

h. The Company was awarded ‘Gold’ at the 2020/21 Vision Awards for its Annual Integrated Report.

i. The Company was honoured with the prestigious National Safety Award (NSA) in the automobile category.

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

Kenichi Ayukawa Hisashi Takeuchi

Executive Vice Chairman Managing Director & CEO

New Delhi 29th April, 2022



Mar 31, 2021

Your Directors have pleasure in presenting the 40th annual report together with the audited financial statements for the year ended 31st March, 2021.

Financial Results

The Company’s financial performance during 2020-21 as compared to the previous year 2019-20 is summarised below:

Particulars

2020-21

2019-20

Total revenue

732,789

790,314

Profit before tax

51,594

70,648

Tax expense

9,297

14,142

Profit after tax

42,297

56,506

Retained Earnings

Balance at the beginning of the year

432,385

407,016

Profit for the year

42,297

56,506

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

(18,125)

(24,166)

Corporate dividend tax paid

-

-

Balance at the end of the year

455,741

432,385

deferred tax assets of '' 200 million)

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, five board meetings were held, the details of which are given in the Corporate Governance Report.

Audit Committee

For composition of the audit committee, please refer to the Corporate Governance Report.

Independent Directors

The Company has received declarations of independence in accordance with the provisions of Section 149 of the Act and 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 2020-21. 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 Programme.pdf

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors state that:

a) i n the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) t he 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.


Financial Highlights

The total revenue was '' 732,789 million as against '' 790,314 million in the previous year showing a decrease of 7.28%. Sale of vehicles in the domestic market was 1,361,722 units as compared to 1,461,126 units in the previous year showing a decrease of 6.80%. Total number of vehicles exported was 96,139 units as compared to 102,171 units in the previous year showing a decrease of 5.90%

Profit before tax (PBT) was '' 51,594 million against '' 70,648 million showing a decrease of 26.97% and profit after tax (PAT)

stood at '' 42,297 million against '' 56,506 million in the previous year showing a decrease of 25.15%.

Dividend

The Board recommends a dividend of '' 45/- per equity share of '' 5/- each for the year ended 31st March, 2021 amounting to '' 13,594 million. The Company has formulated a dividend distribution policy that forms part of the annual report. No amount was carried to General Reserve.

Operational Highlights

The operations are exhaustively discussed in the ‘Management Discussion and Analysis’ forming part of the annual report.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the annual report.

A report containing the names of the companies which have become or ceased to become subsidiaries, joint ventures and associates, their performance, financial position and their contribution to the overall performance of the Company as required by the Companies Act, 2013 (‘Act’) is provided as an annexure to the consolidated financial statements and hence are not repeated here for the purpose of brevity. (Form AOC-1)

Annual Return

The annual return of the Company is available on its website at 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 its website at https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/ Policy on Subsidiary Companies.pdf

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

Mr. T. Suzuki and Mr. Kinji Saito shall retire by rotation in the ensuing Annual General Meeting of the Company and, being eligible, have offered themselves for re-appointment. Pursuant to the withdrawal of nomination by Suzuki Motor Corporation, Mr. Takahiko Hashimoto resigned with effect from close of business hours of 27th April, 2021. Mr. Shigetoshi Torii was appointed as a Director to fill the casual vacancy caused by the resignation of Mr. Takahiko Hashimoto and also Whole-time Director designated as Joint Managing Director (Production and Supply Chain) with effect from 28th April, 2021 for a period of three years till 27th April, 2024. Mr. Hisashi Takeuchi 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 till 27th April, 2024.

Risk Management

Pursuant to Regulation 21 of the Listing Regulations, the Company has a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has a Risk Management Policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Management Discussion and Analysis (MD&A).

Internal Financial Controls

Internal financial controls have been discussed under ‘CEO/CFO Certification’ in the Corporate Governance Report.

Vigil Mechanism

The Company has in place an established and effective mechanism called the Whistle Blower Policy (Policy). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise concerns about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

The Chairman of the audit committee is the ombudsperson and direct access has been provided to the employees to contact him through e-mail, post and telephone for reporting any matter.

Related Party Transactions

The Company has a policy on related party transactions which is available on the Company’s website at https://marutistoragenew. blob.core.windows.net/msilintiwebpdf/Policy on Related Party Transactions.pdf. In terms of Section 134(3)(h) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, there was no transaction to be reported in Form AOC 2. 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.

The status of the complaints received by the Company during the year is as under:

,

s a) Number of complaints filed

2

n b) Number of complaints disposed of

2

n c) Number of complaints pending as on the end of - financial year

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 the Companies (Accounts) Rules, 2014 is attached as Annexure C.

Corporate Governance

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.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s RMG & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit for 2020-21. The report on secretarial audit is attached as Annexure D. The report does not contain any qualification.

Secretarial Standards

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

Management Discussion and Analysis Report

The annual report has a detailed report on Management Discussion and Analysis.

Personnel

As required under the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in Annexure E. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Cost Auditors and Records

In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, M/s

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 for content Marketing (Category)

iii) Bronze: Best use of AR/VR in a Marketing campaign (Category)

g) Manufacturer of the Year award by Car India and Bike India. 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

R.C. Bhargava Kenichi Ayukawa

Chairman Managing Director & CEO

Gurugram 27th April, 2021

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 Nonindependent 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 A.

Corporate Social Responsibility (CSR)

The annual report on CSR activities containing details of CSR Policy, composition of the CSR Committee and other prescribed details are given in Annexure B.

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.

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 2021 -22. 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 auditors, M/s Deloitte Haskins & Sells LLP (“Deloitte”) were appointed in the 35th Annual General Meeting and hold their office till the conclusion of the 40th Annual General Meeting. A certificate has been obtained from Deloitte to the effect that the Company is in compliance with the conditions of Foreign Direct Investment for the downstream investment made by the Company. As per the provisions of Section 139 of the Act, the Board has recommended re-appointment of Deloitte as auditors of the Company from the conclusion of the 40th Annual General Meeting (AGM) till the conclusion of 45th AGM for approval of the members.

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 environment management system. During the year, re-certification audit for ISO-14001 was carried out by M/s VINQOTTE nv, Belgium for 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 9001:2015 standard. Regular assessments of the quality systems are done through surveillance audits and re-certification assessments are done at 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:

Corporate Overview

Value Creation Approach

Sustainability

Performance

Statutory Reports

Financial Statements

Board’s Report Corporate Governance Report Management Discussion & Analysis Business Responsibility Report

Annexure - A

Nomination and Remuneration Policy

1. Scope

1.1. This Nomination and Remuneration Policy (the “Policy”) has been framed in compliance with Section 178 of the Companies Act, 2013 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing ^ Regulations’).

1.2. This Policy aims to ensure that the persons appointed as 1.1. Directors and Key Managerial Personnel (KMPs) as defined under the Act and Senior Management (designated Executive Officer and above) possess requisite qualifications, experience, expertise and attributes commensurate with their positions and level of management responsibilities and

that the composition of remuneration to such persons is fair and reasonable and sufficient to attract, retain and motivate these persons to run the Company successfully.

1.3. This Policy is applicable to Directors, KMPs, Senior Management and other employees of the Company.

2. Objective

1.1. The objective of this Policy is to provide a framework for appointment, removal and remuneration of Directors, KMPs and Senior Management.

1.2. The Policy aims to provide:

(i)

Criteria of appointment and removal of Directors, KMPs and Senior Management;

(ii)

Criteria for determining qualifications, positive attributes and independence of a Director;

(iii)

Remuneration of Directors, KMPs and Senior Management;

(iv)

Principles for retaining, motivating and promoting talent and ensuring long term retention of talent and creating competitive advantage.

3. Board Diversity

While considering the composition of the Board, the Nomination and Remuneration Committee (‘NRC’) will take into account the diversity of the members of the Board based on a number of factors, inter-alia, gender, age, qualifications, nationality, professional experience, recognition, skills and ability to add value to the business.

Subject to the provisions of the Act including rules and regulations made thereunder and Listing Regulations, the Board shall have atleast one woman Director, persons who have strong technical/managerial/administrative

backgrounds relevant to the business of the Company and those who have excelled in one or more areas of finance/ accounting/ law/public policy with top level administrative/ managerial experience.

Qualifications and Attributes for Directors, KMPs and Senior Management

The prospective Director:

(i) should be of the highest integrity and level of ethical standards;

(ii) should possess the requisite qualifications, skills, knowledge, experience and expertise relevant or useful to the business of the Company.

(iii) should, while acting as a Director be capable of balancing the interests of the Company, its employees, the shareholders, the community and of the need to ensure the protection of the environment; and

(iv) should inter-alia,

(a) uphold the highest ethical standards of integrity and probity;

(b) act objectively and constructively while exercising his/her duties;

(c) exercise his / her responsibilities in a bona fide manner in the interest of the Company;

(d) devote sufficient time and attention to his / her professional obligations for informed and balanced decision making;

(e) not allow any extraneous considerations that will vitiate his / her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

(f) not abuse his / her position to the detriment of the Company or its shareholders or other stakeholders or attempt to gain direct or indirect personal advantage or advantage for any associated person;

(g) avoid conflict of interest, and in case of any apparent situation of conflict of interest, make appropriate disclosures to the Board;

130


Mar 31, 2019

Board's Report

Your Directors have pleasure in presenting the 38th annual report together with the audited financial statements for the year ended 31ST March, 2019.

Financial Results

The Company's financial performance during 2018-19 as compared to the previous year 2017-18 is summarised below:

 

 

(Rs in million)

Particulars

2018-19

 2017-2018

Total revenue

885,813

818,082

Profit before tax

104,656

110,034

Tax expense

29,650

32,816

Profit after tax

75,006

77,218

Retained Earnings

 

 

Balance at the beginning of the year

363,008

313,189

Profit for the year

75,006

77,218

Other comprehensive income arising from remeasurement of defined benefit obligation*

(284)

(131)

Amount transferred to employee welfare fund

(772)

"

Income on funds earmarked for employee welfare fund

(36)

~

Amount transferred to scientific research fund

(772)

~

Payment of dividend on equity shares

(24,166)

(22,656)

Corporate dividend tax paid

(4,968)

(4,612)

Balance at the end of the year

407,016

363,008

         

*net of income tax of Rs 151 million (previous year Rs. 65 million)

Financial Highlights

The total revenue (net of excise) was Rs 885,813 million as against Rs 818,082 million in the previous year showing an increase of 8.28%. Sale of vehicles in the domestic market was 1,753,700 units as compared to 1,653,500 units in the previous year showing an increase of 6.1 %. Total number of vehicles exported was 108,749 units as compared to 126,074 units in the previous year showing a decrease of 13.7%.

Profit before tax (PBT) was Rs 104,656 million against Rs 110,034 million showing a decrease of 4.89% and profit after tax (PAT) stood at Rs 75,006 million against Rs 77,218 million in the previous year showing a decrease of 2.86%.

Dividend

The Board recommends a dividend of Rs 80 per equity share of Rs 5/- each for the year ended 31st March, 2019 amounting to Rs 29,134 million including dividend distribution tax of Rs 4,968 million. The Company has formulated a dividend distribution policy which forms part of the annual report.

Operational Highlights

The operations are exhaustively discussed in the 'Management Discussion and Analysis' forming part of the annual report.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the annual report.

A report containing the names of the companies which have become or ceased to become subsidiaries, joint ventures and associates, their performance, financial position and their contribution to the overall performance of the Company as required by the Companies Act, 2013 ('Act') is provided as an annexure to the consolidated financial statements and hence are not repeated here for the purpose of brevity. (Form AOC-1)

Annual Return

The details forming part of the extract of the annual return in Form MGT-9 is attached as Annexure - A. The annual return of the Company for the year 2017-18 is available on its website at 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 its website at https://marutistoragenew. blob.core.windows.net/msilintiwebpdf/Policy on Subsidiary Companies.pdf

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

Board Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, five board meetings were held, the details of which are given in the Corporate Governance Report.

Audit Committee

For composition of the audit committee, please refer to the Corporate Governance Report.

Independent Directors

The Company has received declarations of independence in accordance with the provisions of Section 149 of the Act and Listing Regulations from all the Independent Directors. The details of the familiarisation programmes for the Independent Directors are available on the website of the Company at https:// marutistoragenew.blob.core.windows.net/msilintiweb pdf/Familiarization Programme.pdf

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Directors and Key Managerial Personnel (KMP)

Mr. Toshihiro Suzuki and Mr. Kazuhiko Ayabe shall retire by rotation in the ensuing Annual General Meeting of the Company. The Board in its meeting held on 27th March, 2019 re-appointed Mr. Kenichi Ayukawa as the Managing Director & CEO of the Company for a period of three years with effect from 1st April, 2019.

Risk Management

Pursuant to Regulation 21 of Listing Regulations, the Company has a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has a risk management policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Management Discussion and Analysis (MD&A).

Internal Financial Controls

Internal financial controls have been discussed under 'CEO/CFO Certification' in the Corporate Governance Report.

Vigil Mechanism

The Company has in place an established and effective mechanism called the Whistle Blower Policy (Policy). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise concern about serious irregularities, unethical behaviour, actual or suspected fraud within the Company.

The Chairman of the audit committee is the ombudsperson and direct access has been provided to the employees to contact him through e-mail, post and telephone for reporting any matter.

Related Party Transactions

The Company has a policy on related party transactions which is available on the Company's website at https://marutistoragenew. blob.core.windows.net/ msilintiwebpdf/Policv on Related Party Transactions, pdf In terms of Section 134(3) (h) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, there was no transaction to be reported in Form AOC 2. 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 Companies Act, 2013 and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The evaluation criteria, inter-alia, covered various aspects of the functioning of the Board and its committees including composition, attendance of Directors, participation levels, bringing specialised knowledge for decision making, smooth functioning and effective decision making. The Board and the committees had been effective in achieving their respective charters of monitoring the overall performance of the Company, overseeing the performance of the management and thus upholding high standards of corporate governance. The Board and the committee meetings were run efficiently and the members acted with sufficient diligence and care. The Board and its committees had the needed diversity in terms of talent, competence, knowledge, gender and experience and had maintained high standards of corporate governance through their working, functioning and decision making. 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. 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 B.

Corporate Social Responsibility (CSR)

The annual report on CSR activities containing details of CSR Policy, composition of the CSR committee and other prescribed details are given in Annexure C.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti- Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 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 is as under:

a) Number of complaints filed

3

b) Number of complaints disposed of

2

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 of the Companies (Accounts) Rules, 2014 is attached as Annexure D.

Corporate Governance

The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A certificate of compliance by auditors shall form part of the annual report.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s RMG & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit for 2018-19. The report on secretarial audit is attached as Annexure E. The report does not contain any qualification.

Secretarial Standards

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

Management Discussion and Analysis Report

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

Personnel

As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in Annexure F. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Cost Auditors and Records

In accordance with the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s R.J. Goel& Co., Cost Accountants, New Delhi (Registration No. 000026) were appointed as the Cost Auditors of the Company to carry out the cost audit for 2019-20. 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 auditors, M/s Deloitte Haskins & Sells LLP were appointed in the 35th Annual General Meeting and hold their office till the conclusion of the 40th Annual General Meeting.

CRISIL Ratings

The Company was awarded the highest financial credit rating of AAA/stable (long term) and A1+ (short term) on its bank facilities by CRISIL. The rating underscores the financial strength of the Company in terms of the highest safety with regard to timely fulfillment of its financial obligations.

Quality

The Company has established and is maintaining an environment management system. During the year, surveillance audit for ISO-14001 was carried out by M/s AVI, Belgium for 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 after the ISO 9001:2015 standard. Re-assessment of the quality systems is done at regular intervals and re-certification assessments are done every three years by an accredited third party agency. The Company has an internal assessment mechanism to verify and ensure adherence to defined quality systems across the Company.

Awards/Recognition/Rankings

Mr. Kenichi Ayukawa was awarded "Best CEO (Large Companies)" by Business Today third time in a row. Mr. R. C. Bhargava was bestowed with "Lifetime Achievement Award" by CNBC Awaaz Annual CEO Awards 2018.

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

• 'Company of the year, 2018' by Business Standard.

• 'Marketer of the year' at Marquees 2018 and 'Gold Award' for employee communication for its seat belt campaign #PehniKyaRs. by South Asia Sabre.

• 'Best of 2018' by AutoX Awards.

• Swift won the following awards by AutoX:

• Car of the year.

• 'Indian Car of the year'(ICOTY)'third time in a row.

• Ertiga won the following awards:

• Best 'MPV of the year by AutoX and Autocar Awards 2019.

• 'Car of the year' and 'Value for money car of the year' by Autocar Awards 2019.

• Super Carry won the 'Prime Time' Award.

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

Acknowledgment

The Board of Directors would like to express its sincere thanks for the co-operation and advice received from the Government of India, Haryana Government and the Gujarat Government. Your Directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The Board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The Directors are thankful to the members for their continued patronage.

For and on behalf of the Board of Directors

R.C. Bhargava

Kenichi Ayukawa

Chairman

Managing Director & CEO

New Delhi

 

25th April, 2019

 

Annexure - A

Form No. MGT-9

Extract of Annual Return

As on the financial year ended on 31st March

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

I. Registration and Other Details:

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 transfer agent, if any

Karvy Fintech Private Limited 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

II. Principal Business Activities of the Company:

All the business activities contributing 10% or more of the total turnover of the Company:

S.No

Name and description of the main products/ services

NIC code of the product/ service

% to total turnover of the Company

1.

Manufacture of passenger cars

29101

36.92%

III. Particulars of Holding, Subsidiary and Associate Companies:

S

Name and address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable section

1.

Suzuki Motor Corporation

N.A.

Holding

56.21%

2(46)

2.

True Value Solutions Limited

U74999DL2002PLC113814

Subsidiary

100.00%

2(87)

3.

J.J. Impex (Delhi) Private Limited

U74140DL1976PTC008245

Subsidiary

50.87%

2(87)

4.

Bharat Seats Limited

L34300DL1986PLC023540

Associate

14.81%

2(6)

5.

Caparo Maruti Limited

U74899DL1994PLC058269

Associate

25.00%

2(6)

6.

Hanon Climate Systems India Private Limited

U34300DL1991PTC046656

Associate

39.00%

2(6)

7.

Jay Bharat Maruti Limited

L29130DL1987PLC027342

Associate

29.28%

2(6)

8.

Krishna Maruti Limited

U34300HR1991PLC032012

Associate

15.80%

2(6)

9.

Machine Plastics Limited

L25209HR2003PLC035034

Associate

15.35%

2(6)

10.

SKH Metals Limited

U74130HR1986PLC023655

Associate

37.03%

2(6)

11.

Nippon Thermostat (India) Limited

U29309TN1994PLC027555

Associate

10.00%

2(6)

12.

Bellsonica Auto Component India Private Limited

U35923H R2006FTC036301

Associate

30.00%

2(6)

13.

Mark Exhaust Systems Limited

U32204DL1993PLC055905

Associate

44.37%

2(6)

14.

FMI Automotive Components Private Limited

U34201DL2007PTC170043

Associate

49.00%

2(6)

15.

Maruti Insurance Broking Private Limited

U74999DL2010PTC210739

Associate

46.26%

2(6)

16.

Manesar Steel Processing India Private Limited

U27205HR2010PTC041264

Associate

11.83%

2(6)

17.

Magneti Marelli Power-train India Private Limited

U40300HR2007PTC046166

Joint Venture

19.00%

2(6)

18.

Plastic Omnium Auto Inergy Manufacturing India Private Limited

U35914HR2010PTC040501

Joint Venture

26.00%

2(6)

19.

Bahucharaji Rail Corporation Limited

U45101GJ2018SGC105602

Associate

33%

2(6)

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 year

Category of shareholders

Demat

Physical

Total

% of total share

Demat

Physical

Total

% of total 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.... (Qualified Foreign Investor)

0

0

0

0.00

0

0

0

0.00

0.00

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 Promoter (A)= (A)(1)+(A)(2)

169,788,440

0

169,788,440

56.21

169,788,440

0

169,788,440

56.21

0.00

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/ Fl

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) Flls

76,093,800

0

76,093,800

25.19

67,377,517

0

67,377,517

22.30

-2.89

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Any other (Qualified Foreign Investor)

0

0

0

0.00

0

0

0

0.00

0.00

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 shareholders holding nominal share capital upto Rs. 1 lakh

10,025,205

4,527

10,029,732

3.32

12,994,175

3,450

12,997,625

4.30

0.98

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

447,923

0

447,923

0.15

296,742

0

296,742

0.10

-0.05

c) Others

 

 

 

 

 

 

 

 

 

i) Foreign Nationals

177

0

177

0.00

146

0

146

0

0.00

ii) Non Resident Indian

393,082

0

393,082

0.13

482,927

0

482,927

0.16

0.03

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 Foreign Investor

0

0

0

0.00

0

0

0

0

0

vi) Rl Non-Repartriation

188,442

0

188,442

0.06

245,732

0.08

245,732

0.08

0.02

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 (B)=(B)(1)+ (B)(2)

132,287,093

4,527

132,291,620

43.79

132,288,170

3,450

132,291,620

43.79

0.00

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

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

ii) Shareholding of Promoters

 

 

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

S N

Shareholder's Name

No. of shares

% of total shares of the Company

% of shares pledged/ encumbered to total stares

No. of shares

% of total shares of the Company

% of shares pledged/ encumbered to total stares

1.

Suzuki Motor Corporation

169,788,440

56.21

-

169,788,440

56.21

-

-

 

Total

169,788,440

56.21

-

169,788,440

56.21

-

-

iii) Change in promoter's shareholding : There is no change

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

 

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

At the beginning of the year

N.A.

N.A.

N.A.

N.A.

Date wise increase/ decrease in promoter's shareholding during the year specifying the reason for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity, etc):

N.A.

N.A.

N.A.

N.A.

At the end of the year

N.A.

N.A.

N.A.

N.A.

iv) Shareholding pattern of top ten shareholders - Other than directors, promoters and holders of GDRs and ADRs:

 

 

Shareholding

Cumulative shareholding during the year

s. No

Name of the Shareholder

No. of shares held as on 31/03/2018

% of total shares of the Company

Date

Increase/ decrease in share holding

Reason for change

No. of stares

% of total shares of the Company

1.

LIC OF INDIA HEALTH

15,589,504

5.16

31/03/2018

 

 

 

 

 

PROTECTION PLUS FUND

 

 

11/05/2018

241,241

Transfer

15,830,745

5.24

 

 

 

 

18/05/2018

252,900

Transfer

16,083,645

5.32

 

 

 

 

25/05/2018

400,970

Transfer

16,484,615

5.46

 

 

 

 

01/06/2018

160,032

Transfer

16,644,647

5.51

 

 

 

 

08/06/2018

178,900

Transfer

16,823,547

5.57

 

 

 

 

15/06/2018

75,964

Transfer

16,899,511

5.59

 

 

 

 

22/06/2018

219,078

Transfer

17,118,589

5.67

 

 

 

 

29/06/2018

282,398

Transfer

17,400,987

5.76

 

 

 

 

06/07/2018

153,459

Transfer

17,554,446

5.81

 

 

 

 

03/08/2018

100,940

Transfer

17,655,386

5.84

 

 

 

 

10/08/2018

187,185

Transfer

17,842,571

5.91

 

 

 

 

17/08/2018

126,289

Transfer

17,968,860

5.95

 

 

 

 

24/08/2018

178,613

Transfer

18,147,473

6.01

 

 

 

 

31/08/2018

218,848

Transfer

18,366,321

6.08

 

 

 

 

07/09/2018

403,241

Transfer

18,769,562

6.21

 

 

 

 

14/09/2018

350,700

Transfer

19,120,262

6.33

 

 

 

 

21/09/2018

143,574

Transfer

19,263,836

6.38

 

 

 

 

28/09/2018

532,417

Transfer

19,796,253

6.55

 

 

 

 

29/09/2018

532,417

Transfer

20,328,670

6.73

 

 

 

 

05/10/2018

329,994

Transfer

20,658,664

6.84

 

 

 

 

12/10/2018

61,107

Transfer

20,719,771

6.86

 

 

 

 

19/10/2018

132

Transfer

20,719,903

6.86

 

 

 

 

15/02/2019

5,173

Transfer

20,725,076

6.86

 

 

 

 

30/03/2019

(532,417)

Transfer

20,192,659

6.68

2.

AXIS EQUITY ADVANTAGE

1,722,279

0.57

31/03/2018

 

 

 

 

 

FUND- SERIES 1

 

 

06/04/2018

25,900

Transfer

1,748,179

0.58

 

 

 

 

06/04/2018

(5)

Transfer

1,748,174

0.58

 

 

 

 

13/04/2018

9,400

Transfer

1,757,574

0.58

 

 

 

 

13/04/2018

(2,250)

Transfer

1,755,324

0.58

 

 

 

 

04/05/2018

20,700

Transfer

1,776,024

0.59

 

 

 

 

11/05/2018

(17)

Transfer

1,776,007

0.59

 

 

 

 

18/05/2018

14,050

Transfer

1,790,057

0.59

 

 

 

 

25/05/2018

2,000

Transfer

1,792,057

0.59

 

 

 

 

25/05/2018

(2,274)

Transfer

1,789,783

0.59

 

 

 

 

01/06/2018

36,825

Transfer

1,826,608

0.60

 

 

 

 

01/06/2018

(26,225)

Transfer

1,800,383

0.60

 

 

 

 

08/06/2018

3,500

Transfer

1,803,883

0.60

 

 

 

 

08/06/2018

(54,800)

Transfer

1,749,083

0.58

 

 

 

 

15/06/2018

48,962

Transfer

1,798,045

0.60

 

 

 

 

06/07/2018

13,625

Transfer

1,811,670

0.60

 

 

 

 

13/07/2018

33,300

Transfer

1,844,970

0.61

 

 

 

 

13/07/2018

(2,401)

Transfer

1,842,569

0.61

 

 

 

 

20/07/2018

65,000

Transfer

1,907,569

0.63

 

 

 

 

27/07/2018

4,000

Transfer

1,911,569

0.63

 

 

 

 

03/08/2018

54,525

Transfer

1,966,094

0.65

 

 

 

 

10/08/2018

62,000

Transfer

2,028,094

0.67

 

 

 

 

10/08/2018

(14,000)

Transfer

2,014,094

0.67

 

 

 

 

17/08/2018

15,000

Transfer

2,029,094

0.67

 

 

 

 

24/08/2018

21,500

Transfer

2,050,594

0.68

 

 

 

 

31/08/2018

36,541

Transfer

2,087,135

0.69

 

 

 

 

31/08/2018

(7,050)

Transfer

2,080,085

0.69

 

 

 

 

07/09/2018

(15,480)

Transfer

2,064,605

0.68

 

 

 

 

21/09/2018

(1,842)

Transfer

2,062,763

0.68

 

 

 

 

28/09/2018

128,240

Transfer

2,191,003

0.73

 

 

 

 

29/09/2018

128,240

Transfer

2,319,243

0.77

 

 

 

 

05/10/2018

64,025

Transfer

2,383,268

0.79

 

 

 

 

05/10/2018

(3)

Transfer

2,383,265

0.79

 

 

 

 

12/10/2018

46,340

Transfer

2,429,605

0.80

 

 

 

 

19/10/2018

143,713

Transfer

2,573,318

0.85

 

 

 

 

26/10/2018

165,390

Transfer

2,738,708

0.91

 

 

 

 

02/11/2018

22,100

Transfer

2,760,808

0.91

 

 

 

 

09/11/2018

157,650

Transfer

2,918,458

0.97

 

 

 

 

09/11/2018

(9,975)

Transfer

2,908,483

0.96

 

 

 

 

16/11/2018

89,800

Transfer

2,998,283

0.99

 

 

 

 

16/11/2018

(15,000)

Transfer

2,983,283

0.99

 

 

 

 

23/11/2018

(76,000)

Transfer

2,907,283

0.96

 

 

 

 

30/11/2018

42,301

Transfer

2,949,584

0.98

 

 

 

 

30/11/2018

(43,875)

Transfer

2,905,709

0.96

 

 

 

 

07/12/2018

(124,947)

Transfer

2,780,762

0.92

 

 

 

 

14/12/2018

9,031

Transfer

2,789,793

0.92

 

 

 

 

14/12/2018

(31,336)

Transfer

2,758,457

0.91

 

 

 

 

21/12/2018

29,518

Transfer

2,787,975

0.92

 

 

 

 

21/12/2018

(1,270)

Transfer

2,786,705

0.92

 

 

 

 

28/12/2018

13,000

Transfer

2,799,705

0.93

 

 

 

 

04/01/2019

14,850

Transfer

2,814,555

0.93

 

 

 

 

11/01/2019

(15,975)

Transfer

2,798,580

0.93

 

 

 

 

18/01/2019

15,490

Transfer

2,814,070

0.93

 

 

 

 

18/01/2019

0)

Transfer

2,814,069

0.93

 

 

 

 

25/01/2019

15,000

Transfer

2,829,069

0.94

 

 

 

 

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

 

 

 

 

26/10/2018

4,836

Transfer

2,382,864

0.79

 

 

 

 

26/10/2018

(148,137)

Transfer

2,234,727

0.74

 

 

 

 

02/11/2018

(5,500)

Transfer

2,229,227

0.74

 

 

 

 

09/11/2018

(51,198)

Transfer

2,178,029

0.72

 

 

 

 

16/11/2018

(21,250)

Transfer

2,156,779

0.71

 

 

 

 

23/11/2018

33,500

Transfer

2,190,279

0.73

 

 

 

 

23/11/2018

(25,925)

Transfer

2,164,354

0.72

 

 

 

 

30/11/2018

1,576

Transfer

2,165,930

0.72

 

 

 

 

30/11/2018

(94,626)

Transfer

2,071,304

0.69

 

 

 

 

07/12/2018

(33,833)

Transfer

2,037,471

0.67

 

 

 

 

14/12/2018

13,550

Transfer

2,051,021

0.68

 

 

 

 

21/12/2018

203

Transfer

2,051,224

0.68

 

 

 

 

21/12/2018

(39,153)

Transfer

2,012,071

0.67

 

 

 

 

28/12/2018

(2,600)

Transfer

2,009,471

0.67

 

 

 

 

31/12/2018

(4,500)

Transfer

2,004,971

0.66

 

 

 

 

04/01/2019

(10,000)

Transfer

1,994,971

0.66

 

 

 

 

11/01/2019

(17,335)

Transfer

1,977,636

0.65

 

 

 

 

18/01/2019

(29,000)

Transfer

1,948,636

0.65

 

 

 

 

25/01/2019

(9,000)

Transfer

1,939,636

0.64

 

 

 

 

01/02/2019

(385,380)

Transfer

1,554,256

0.51

 

 

 

 

08/02/2019

(42,200)

Transfer

1,512,056

0.50

 

 

 

 

15/02/2019

1,530

Transfer

1,513,586

0.50

 

 

 

 

15/02/2019

(3,900)

Transfer

1,509,686

0.50

 

 

 

 

22/02/2019

29,100

Transfer

1,538,786

0.51

 

 

 

 

22/02/2019

(24,100)

Transfer

1,514,686

0.50

 

 

 

 

08/03/2019

(1,407)

Transfer

1,513,279

0.50

 

 

 

 

15/03/2019

1,407

Transfer

1,514,686

0.50

 

 

 

 

22/03/2019

(377)

Transfer

1,514,309

0.50

 

 

 

 

29/03/2019

1,453

Transfer

1,515,762

0.50

 

 

 

 

29/03/2019

(45,810)

Transfer

1,469,952

0.49

 

 

 

 

30/03/2019

59,304

Transfer

1,529,256

0.51

4.

NOMURA INDIA

2,260,558

0.75

31/03/2018

 

 

 

 

 

INVESTMENT FUND

 

 

06/04/2018

(106,036)

Transfer

2,154,522

0.71

 

MOTHER FUND

 

 

28/09/2018

74,859

Transfer

2,229,381

0.74

 

 

 

 

29/09/2018

74,859

Transfer

2,304,240

0.76

 

 

 

 

12/10/2018

110,275

Transfer

2,414,515

0.80

 

 

 

 

01/02/2019

80,710

Transfer

2,495,225

0.83

 

 

 

 

08/02/2019

(30,000)

Transfer

2,465,225

0.82

 

 

 

 

30/03/2019

 

 

2,390,366

0.79

5.

ICICI PRUDENTIAL

1,702,470

0.56

31/03/2018

 

 

 

 

 

SENSEX IWIN ETF

 

 

06/04/2018

1,904

Transfer

1,704,374

0.56

 

 

 

 

06/04/2018

(8)

Transfer

1,704,366

0.56

 

 

 

 

13/04/2018

29,760

Transfer

1,734,126

0.57

 

 

 

 

13/04/2018

(1,654)

Transfer

1,732,472

0.57

 

 

 

 

20/04/2018

(527)

Transfer

1,731 ,945

0.57

 

 

 

 

27/04/2018

94,086

Transfer

1,826,031

0.60

 

 

 

 

27/04/2018

(7,316)

Transfer

1,818,715

0.60

 

 

 

 

04/05/2018

97,239

Transfer

1,915,954

0.63

 

 

 

 

04/05/2018

(34)

Transfer

1,915,920

0.63

 

 

 

 

11/05/2018

59,612

Transfer

1,975,532

0.65

 

 

 

 

18/05/2018

190,865

Transfer

2,166,397

0.72

 

 

 

 

18/05/2018

(3,334)

Transfer

2,163,063

0.72

 

 

 

 

25/05/2018

79,031

Transfer

2,242,094

0.74

 

 

 

 

25/05/2018

(69)

Transfer

2,242,025

0.74

 

 

 

 

01/06/2018

95

Transfer

2,242,120

0.74

 

 

 

 

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

 

 

 

 

30/11/2018

(87,796)

Transfer

2,108,630

0.70

 

 

 

 

07/12/2018

199

Transfer

2,108,829

0.70

 

 

 

 

07/12/2018

(3,559)

Transfer

2,105,270

0.70

 

 

 

 

14/12/2018

52,472

Transfer

2,157,742

0.71

 

 

 

 

14/12/2018

(1,931)

Transfer

2,155,811

0.71

 

 

 

 

21/12/2018

270

Transfer

2,156,081

0.71

 

 

 

 

21/12/2018

(11,775)

Transfer

2,144,306

0.71

 

 

 

 

28/12/2018

51

Transfer

2,144,357

0.71

 

 

 

 

28/12/2018

(13)

Transfer

2,144,344

0.71

 

 

 

 

31/12/2018

316

Transfer

2,144,660

0.71

 

 

 

 

31/12/2018

(32)

Transfer

2,144,628

0.71

 

 

 

 

04/01/2019

257

Transfer

2,144,885

0.71

 

 

 

 

11/01/2019

130

Transfer

2,145,015

0.71

 

 

 

 

11/01/2019

(150)

Transfer

2,144,865

0.71

 

 

 

 

18/01/2019

599

Transfer

2,145,464

0.71

 

 

 

 

18/01/2019

(5,615)

Transfer

2,139,849

0.71

 

 

 

 

25/01/2019

98

Transfer

2,139,947

0.71

 

 

 

 

25/01/2019

(19,129)

Transfer

2,120,818

0.70

 

 

 

 

01/02/2019

110,455

Transfer

2,231,273

0.74

 

 

 

 

01/02/2019

(1,500)

Transfer

2,229,773

0.74

 

 

 

 

08/02/2019

4,271

Transfer

2,234,044

0.74

 

 

 

 

08/02/2019

(39,038)

Transfer

2,195,006

0.73

 

 

 

 

15/02/2019

181

Transfer

2,195,187

0.73

 

 

 

 

15/02/2019

(357)

Transfer

2,194,830

0.73

 

 

 

 

22/02/2019

352

Transfer

2,195,182

0.73

 

 

 

 

22/02/2019

(1,376)

Transfer

2,193,806

0.73

 

 

 

 

01/03/2019

184

Transfer

2,193,990

0.73

 

 

 

 

01/03/2019

(26)

Transfer

2,193,964

0.73

 

 

 

 

08/03/2019

63,970

Transfer

2,257,934

0.75

 

 

 

 

08/03/2019

(465)

Transfer

2,257,469

0.75

 

 

 

 

15/03/2019

226

Transfer

2,257,695

0.75

 

 

 

 

15/03/2019

(12,399)

Transfer

2,245,296

0.74

 

 

 

 

22/03/2019

154,644

Transfer

2,399,940

0.79

 

 

 

 

22/03/2019

(1,114)

Transfer

2,398,826

0.79

 

 

 

 

29/03/2019

94,545

Transfer

2,493,371

0.83

 

 

 

 

30/03/2019

(233,915)

Transfer

2,259,456

0.75

6

SBI MAGNUM GLOBAL

2,147,409

0.71

31/03/2018

 

 

 

 

 

 

FUND

 

 

06/04/2018

7,657

Transfer

2,155,066

0.71

 

 

 

 

 

06/04/2018

(3,177)

Transfer

2,151,889

0.71

 

 

 

 

 

13/04/2018

118,129

Transfer

2,270,018

0.75

 

 

 

 

 

20/04/2018

176,412

Transfer

2,446,430

0.81

 

 

 

 

 

27/04/2018

14,737

Transfer

2,461,167

0.81

 

 

 

 

 

04/05/2018

10,710

Transfer

2,471,877

0.82

 

 

 

 

 

11/05/2018

41,544

Transfer

2,513,421

0.83

 

 

 

 

 

18/05/2018

14,615

Transfer

2,528,036

0.84

 

 

 

 

 

25/05/2018

8,589

Transfer

2,536,625

0.84

 

 

 

 

 

25/05/2018

(5,900)

Transfer

2,530,725

0.84

 

 

 

 

 

01/06/2018

31,684

Transfer

2,562,409

0.85

 

 

 

 

 

08/06/2018

13,831

Transfer

2,576,240

0.85

 

 

 

 

 

15/06/2018

23,049

Transfer

2,599,289

0.86

 

 

 

 

 

22/06/2018

6,573

Transfer

2,605,862

0.86

 

 

 

 

 

22/06/2018

(633)

Transfer

2,605,229

0.86

 

 

 

 

 

29/06/2018

7,505

Transfer

2,612,734

0.86

 

 

 

 

 

29/06/2018

(1,155)

Transfer

2,611,579

0.86

 

 

 

 

 

06/07/2018

70,100

Transfer

2,681,679

0.89

 

 

 

 

 

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

 

 

 

 

 

01/02/2019

21,011

Transfer

3,370,905

1.12

 

 

 

 

 

08/02/2019

18,332

Transfer

3,389,237

1.12

 

 

 

 

 

08/02/2019

(5,352)

Transfer

3,383,885

1.12

 

 

 

 

 

15/02/2019

9,194

Transfer

3,393,079

1.12

 

 

 

 

 

15/02/2019

(34)

Transfer

3,393,045

1.12

 

 

 

 

 

22/02/2019

12,640

Transfer

3,405,685

1.13

 

 

 

 

 

01/03/2019

25,661

Transfer

3,431,346

1.14

 

 

 

 

 

01/03/2019

(3,792)

Transfer

3,427,554

1.13

 

 

 

 

 

08/03/2019

20,560

Transfer

3,448,114

1.14

 

 

 

 

 

08/03/2019

(5,705)

Transfer

3,442,409

1.14

 

 

 

 

 

15/03/2019

25,069

Transfer

3,467,478

1.15

 

 

 

 

 

15/03/2019

(66,100)

Transfer

3,401,378

1.13

 

 

 

 

 

22/03/2019

24,176

Transfer

3,425,554

1.13

 

 

 

 

 

22/03/2019

(75,030)

Transfer

3,350,524

1.11

 

 

 

 

 

29/03/2019

9,194

Transfer

3,359,718

1.11

 

 

 

 

 

29/03/2019

(20,909)

Transfer

3,338,809

1.11

 

 

 

 

 

30/03/2019

(89,923)

Transfer

3,248,886

1.08

 

7

UTI - CCF -INVESTMENT

2,082,858

0.69

31/03/2018

 

 

 

 

 

 

PLAN

 

 

06/04/2018

5,066

Transfer

2,087,924

0.69

 

 

 

 

 

06/04/2018

(64,784)

Transfer

2,023,140

0.67

 

 

 

 

 

13/04/2018

5,367

Transfer

2,028,507

0.67

 

 

 

 

 

13/04/2018

(1,074)

Transfer

2,027,433

0.67

 

 

 

 

 

20/04/2018

4,129

Transfer

2,031,562

0.67

 

 

 

 

 

27/04/2018

27,890

Transfer

2,059,452

0.68

 

 

 

 

 

27/04/2018

(6,500)

Transfer

2,052,952

0.68

 

 

 

 

 

04/05/2018

160,165

Transfer

2,213,117

0.73

 

 

 

 

 

04/05/2018

(92,357)

Transfer

2,120,760

0.70

 

 

 

 

 

11/05/2018

5,951

Transfer

2,126,711

0.70

 

 

 

 

 

11/05/2018

(5,282)

Transfer

2,121,429

0.70

 

 

 

 

 

18/05/2018

1,638

Transfer

2,123,067

0.70

 

 

 

 

 

18/05/2018

(638)

Transfer

2,122,429

0.70

 

 

 

 

 

25/05/2018

4,647

Transfer

2,127,076

0.70

 

 

 

 

 

01/06/2018

15,471

Transfer

2,142,547

0.71

 

 

 

 

 

01/06/2018

(8,332)

Transfer

2,134,215

0.71

 

 

 

 

 

08/06/2018

5,234

Transfer

2,139,449

0.71

 

 

 

 

 

08/06/2018

(28,725)

Transfer

2,110,724

0.70

 

 

 

 

 

15/06/2018

2,991

Transfer

2,113,715

0.70

 

 

 

 

 

15/06/2018

(4,500)

Transfer

2,109,215

0.70

 

 

 

 

 

22/06/2018

11,586

Transfer

2,120,801

0.70

 

 

 

 

 

22/06/2018

(72)

Transfer

2,120,729

0.70

 

 

 

 

 

29/06/2018

1,855

Transfer

2,122,584

0.70

 

 

 

 

 

29/06/2018

(24,643)

Transfer

2,097,941

0.69

 

 

 

 

 

06/07/2018

2,879

Transfer

2,100,820

0.70

 

 

 

 

 

06/07/2018

(56,202)

Transfer

2,044,618

0.68

 

 

 

 

 

13/07/2018

5,436

Transfer

2,050,054

0.68

 

 

 

 

 

13/07/2018

(682)

Transfer

2,049,372

0.68

 

 

 

 

 

20/07/2018

5,943

Transfer

2,055,315

0.68

 

 

 

 

 

20/07/2018

(5,355)

Transfer

2,049,960

0.68

 

 

 

 

 

27/07/2018

2,332

Transfer

2,052,292

0.68

 

 

 

 

 

27/07/2018

(669)

Transfer

2,051,623

0.68

 

 

 

 

 

03/08/2018

3,828

Transfer

2,055,451

0.68

 

 

 

 

 

03/08/2018

(8,653)

Transfer

2,046,798

0.68

 

 

 

 

 

10/08/2018

24,420

Transfer

2,071,218

0.69

 

 

 

 

 

10/08/2018

(31,683)

Transfer

2,039,535

0.68

 

 

 

 

 

17/08/2018

6,865

Transfer

2,046,400

0.68

 

 

 

 

 

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

 

 

 

 

 

15/02/2019

3,745

Transfer

1,882,447

0.62

 

 

 

 

 

22/02/2019

13,487

Transfer

1,895,934

0.63

 

 

 

 

 

01/03/2019

21,041

Transfer

1,916,975

0.63

 

 

 

 

 

08/03/2019

6,446

Transfer

1,923,421

0.64

 

 

 

 

 

15/03/2019

67,400

Transfer

1,990,821

0.66

 

 

 

 

 

15/03/2019

(207)

Transfer

1,990,614

0.66

 

 

 

 

 

22/03/2019

8,846

Transfer

1,999,460

0.66

 

 

 

 

 

22/03/2019

(84)

Transfer

1,999,376

0.66

 

 

 

 

 

29/03/2019

14,692

Transfer

2,014,068

0.67

 

 

 

 

 

30/03/2019

(2,366)

Transfer

2,011,702

0.67

 

8

VANGUARD EMERGING

2,023,005

0.67

31/03/2018

 

 

 

 

 

 

MARKETS STOCK INDEX

 

 

06/04/2018

(7,330)

Transfer

2,015,675

0.67

 

 

FUND, A SERI

 

 

04/05/2018

(3,740)

Transfer

2,011,935

0.67

 

 

 

 

 

11/05/2018

(3,553)

Transfer

2,008,382

0.66

 

 

 

 

 

01/06/2018

(2,805)

Transfer

2,005,577

0.66

 

 

 

 

 

15/06/2018

(2,805)

Transfer

2,002,772

0.66

 

 

 

 

 

22/06/2018

(69,565)

Transfer

1,933,207

0.64

 

 

 

 

 

29/06/2018

(39,321)

Transfer

1,893,886

0.63

 

 

 

 

 

06/07/2018

(4,860)

Transfer

1,889,026

0.63

 

 

 

 

 

13/07/2018

(11,515)

Transfer

1,877,511

0.62

 

 

 

 

 

16/11/2018

2,865

Transfer

1,880,376

0.62

 

 

 

 

 

23/11/2018

7,449

Transfer

1,887,825

0.62

 

 

 

 

 

07/12/2018

3,629

Transfer

1,891 ,454

0.63

 

 

 

 

 

21/12/2018

10,314

Transfer

1,901,768

0.63

 

 

 

 

 

28/12/2018

(15,170)

Transfer

1,886,598

0.62

 

 

 

 

 

01/02/2019

10,846

Transfer

1,897,444

0.63

 

 

 

 

 

08/02/2019

34,595

Transfer

1,932,039

0.64

 

 

 

 

 

22/03/2019

(32,879)

Transfer

1,899,160

0.63

 

 

 

 

 

29/03/2019

4,301

Transfer

1,903,461

0.63

 

 

 

 

 

30/03/2019

 

 

1,903,461

0.63

 

9

GOVERNMENT OF

2,021,273

0.67

31/03/2018

 

 

 

 

 

 

SINGAPORE - E

 

 

06/04/2018

50,386

Transfer

2,071,659

0.69

 

 

 

 

 

06/04/2018

(9,244)

Transfer

2,062,415

0.68

 

 

 

 

 

13/04/2018

19,440

Transfer

2,081,855

0.69

 

 

 

 

 

20/04/2018

(74,071)

Transfer

2,007,784

0.66

 

 

 

 

 

27/04/2018

(55,187)

Transfer

1,952,597

0.65

 

 

 

 

 

04/05/2018

(20,650)

Transfer

1,931,947

0.64

 

 

 

 

 

11/05/2018

(6,909)

Transfer

1,925,038

0.64

 

 

 

 

 

18/05/2018

(2,600)

Transfer

1,922,438

0.64

 

 

 

 

 

25/05/2018

(139,639)

Transfer

1,782,799

0.59

 

 

 

 

 

01/06/2018

30,052

Transfer

1,812,851

0.60

 

 

 

 

 

01/06/2018

(887)

Transfer

1,811,964

0.60

 

 

 

 

 

08/06/2018

58,602

Transfer

1,870,566

0.62

 

 

 

 

 

15/06/2018

38,642

Transfer

1,909,208

0.63

 

 

 

 

 

22/06/2018

(5,552)

Transfer

1,903,656

0.63

 

 

 

 

 

13/07/2018

21,334

Transfer

1,924,990

0.64

 

 

 

 

 

20/07/2018

27,463

Transfer

1,952,453

0.65

 

 

 

 

 

27/07/2018

4,271

Transfer

1,956,724

0.65

 

 

 

 

 

27/07/2018

(845)

Transfer

1,955,879

0.65

 

 

 

 

 

03/08/2018

6,443

Transfer

1,962,322

0.65

 

 

 

 

 

03/08/2018

(1,068)

Transfer

1,961,254

0.65

 

 

 

 

 

10/08/2018

(14,002)

Transfer

1,947,252

0.64

 

 

 

 

 

24/08/2018

26,919

Transfer

1,974,171

0.65

 

 

 

 

 

31/08/2018

61,938

Transfer

2,036,109

0.67

 

 

 

 

 

07/09/2018

8,856

Transfer

2,044,965

0.68

 

 

 

 

 

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

 

 

 

 

 

10/08/2018

142

Transfer

1,546,458

0.51

 

 

 

 

 

17/08/2018

13

Transfer

1,546,471

0.51

 

 

 

 

 

24/08/2018

6,680

Transfer

1,553,151

0.51

 

 

 

 

 

24/08/2018

(76)

Transfer

1,553,075

0.51

 

 

 

 

 

31/08/2018

819

Transfer

1,553,894

0.51

 

 

 

 

 

07/09/2018

12,590

Transfer

1,566,484

0.52

 

 

 

 

 

07/09/2018

(273)

Transfer

1,566,211

0.52

 

 

 

 

 

14/09/2018

13,888

Transfer

1,580,099

0.52

 

 

 

 

 

21/09/2018

11,757

Transfer

1,591,856

0.53

 

 

 

 

 

28/09/2018

47,479

Transfer

1,639,335

0.54

 

 

 

 

 

29/09/2018

47,479

Transfer

1,686,814

0.56

 

 

 

 

 

05/10/2018

24,313

Transfer

1,711,127

0.57

 

 

 

 

 

12/10/2018

55,385

Transfer

1,766,512

0.58

 

 

 

 

 

19/10/2018

7,955

Transfer

1,774,467

0.59

 

 

 

 

 

26/10/2018

31,363

Transfer

1,805,830

0.60

 

 

 

 

 

02/11/2018

44,372

Transfer

1,850,202

0.61

 

 

 

 

 

09/11/2018

3,155

Transfer

1,853,357

0.61

 

 

 

 

 

16/11/2018

118

Transfer

1,853,475

0.61

 

 

 

 

 

23/11/2018

549

Transfer

1,854,024

0.61

 

 

 

 

 

30/11/2018

12,344

Transfer

1,866,368

0.62

 

 

 

 

 

07/12/2018

12,602

Transfer

1,878,970

0.62

 

 

 

 

 

14/12/2018

12,000

Transfer

1,890,970

0.63

 

 

 

 

 

21/12/2018

255

Transfer

1,891,225

0.63

 

 

 

 

 

28/12/2018

12,150

Transfer

1,903,375

0.63

 

 

 

 

 

28/12/2018

(7,500)

Transfer

1,895,875

0.63

 

 

 

 

 

31/12/2018

(48)

Transfer

1,895,827

0.63

 

 

 

 

 

04/01/2019

19,418

Transfer

1,915,245

0.63

 

 

 

 

 

11/01/2019

8,576

Transfer

1,923,821

0.64

 

 

 

 

 

11/01/2019

(1,816)

Transfer

1,922,005

0.64

 

 

 

 

 

18/01/2019

17,785

Transfer

1,939,790

0.64

 

 

 

 

 

25/01/2019

24,947

Transfer

1,964,737

0.65

 

 

 

 

 

01/02/2019

5,438

Transfer

1,970,175

0.65

 

 

 

 

 

08/02/2019

2,434

Transfer

1,972,609

0.65

 

 

 

 

 

15/02/2019

13,178

Transfer

1,985,787

0.66

 

 

 

 

 

22/02/2019

18,712

Transfer

2,004,499

0.66

 

 

 

 

 

01/03/2019

14,529

Transfer

2,019,028

0.67

 

 

 

 

 

08/03/2019

4,786

Transfer

2,023,814

0.67

 

 

 

 

 

15/03/2019

7,210

Transfer

2,031,024

0.67

 

 

 

 

 

15/03/2019

(3,532)

Transfer

2,027,492

0.67

 

 

 

 

 

22/03/2019

9,435

Transfer

2,036,927

0.67

 

 

 

 

 

29/03/2019

6,856

Transfer

2,043,783

0.68

 

 

 

 

 

29/03/2019

(13,000)

Transfer

2,030,783

0.67

 

 

 

 

 

30/03/2019

(47,479)

Transfer

1,983,304

0.66

 

11

ABU DHABI INVESTMENT

1,968,365

0.65

31.03.2018

 

 

 

 

 

 

AUTHORITY - BEACON

 

 

06/04/2018

(4,228)

Transfer

1,964,137

0.65

 

 

 

 

 

27/04/2018

(9,958)

Transfer

1,954,179

0.65

 

 

 

 

 

04/05/2018

885

Transfer

1,955,064

0.65

 

 

 

 

 

04/05/2018

(885)

Transfer

1,954,179

0.65

 

 

 

 

 

11/05/2018

(885)

Transfer

1,953,294

0.65

 

 

 

 

 

25/05/2018

3,155

Transfer

1,956,449

0.65

 

 

 

 

 

25/05/2018

(12,600)

Transfer

1,943,849

0.64

 

 

 

 

 

01/06/2018

(25,750)

Transfer

1,918,099

0.63

 

 

 

 

 

22/06/2018

(54,567)

Transfer

1,863,532

0.62

 

 

 

 

 

29/06/2018

89,467

Transfer

1,952,999

0.65

 

 

 

 

 

29/06/2018

(28,000)

Transfer

1,924,999

0.64

 

 

 

 

 

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

 

 

 

 

 

27/07/2018

(1,926)

Transfer

1,857,842

0.62

 

 

 

 

 

24/08/2018

23,477

Transfer

1,881,319

0.62

 

 

 

 

 

24/08/2018

(31,957)

Transfer

1,849,362

0.61

 

 

 

 

 

31/08/2018

23,497

Transfer

1,872,859

0.62

 

 

 

 

 

07/09/2018

3,421

Transfer

1,876,280

0.62

 

 

 

 

 

07/09/2018

(57,753)

Transfer

1,818,527

0.60

 

 

 

 

 

05/10/2018

6,413

Transfer

1,824,940

0.60

 

 

 

 

 

12/10/2018

15,185

Transfer

1,840,125

0.61

 

 

 

 

 

26/10/2018

(67,145)

Transfer

1,772,980

0.59

 

 

 

 

 

02/11/2018

41,784

Transfer

1,814,764

0.60

 

 

 

 

 

09/11/2018

7,101

Transfer

1,821,865

0.60

 

 

 

 

 

09/11/2018

(7,488)

Transfer

1,814,377

0.60

 

 

 

 

 

16/11/2018

49,277

Transfer

1,863,654

0.62

 

 

 

 

 

23/11/2018

18,055

Transfer

1,881,709

0.62

 

 

 

 

 

30/11/2018

25,097

Transfer

1,906,806

0.63

 

 

 

 

 

07/12/2018

9,049

Transfer

1,915,855

0.63

 

 

 

 

 

04/01/2019

(29,090)

Transfer

1,886,765

0.62

 

 

 

 

 

18/01/2019

(8,892)

Transfer

1,877,873

0.62

 

 

 

 

 

01/02/2019

16,005

Transfer

1,893,878

0.63

 

 

 

 

 

01/02/2019

(17,890)

Transfer

1,875,988

0.62

 

 

 

 

 

08/02/2019

55,358

Transfer

1,931,346

0.64

 

 

 

 

 

08/02/2019

(9,660)

Transfer

1,921,686

0.64

 

 

 

 

 

22/02/2019

(21,031)

Transfer

1,900,655

0.63

 

 

 

 

 

01/03/2019

63,758

Transfer

1,964,413

0.65

 

 

 

 

 

01/03/2019

(63,758)

Transfer

1,900,655

0.63

 

 

 

 

 

15/03/2019

11,521

Transfer

1,912,176

0.63

 

 

 

 

 

22/03/2019

11,945

Transfer

1,924,121

0.64

 

 

 

 

 

30/03/2019

 

 

1,924,121

0.64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v) Shareholding of Directors and Key Managerial Personnel:

S No

 

Shareholding at the beginning of the year

Cumulative shareholding during the year

1

For each of the Directors and KMP

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

At the beginning of the year

 

 

 

 

 

1 Mr. Sanjeev Graver, Company Secretary

10(ten)

-

10(ten)

-

 

2. Mr. Ajay Seth, Chief Financial Officer

-

-

-

-

 

3. Directors

 

 

 

 

 

Date wise Increase/ Decrease in shareholding during the year specifying the reason for increase/ decrease (e.g. allotment/ transfer/ bonus/sweat equity etc):

 

 

 

 

 

At the end of the year

 

 

 

 

 

1 . Mr. Ajay Seth, Chief Financial Officer

-

-

-

-

 

2. Mr. Sanjeev Graver, Company Secretary

10(ten)

-

10(ten)

-

 

3. Directors

 

-

 

-

V. Indebtedness

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

 

Secured Loans excluding deposits

Unsecured Loans (In Rs.)

Deposit

Total Indebtedness (In Rs)

Indebtedness at the beginning of the financial year (31st March 2018)

 

 

 

 

(i) Principal Amount

-

1,108,051,141

-

1,108,051,141

(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

VI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director and Whole-Time Directors

 

 

Name of MD/WTD

Total Amount (In Rs)

S No

Particulars of Remuneration

Mr. Kenichi Ayukawa (In Rs)

Mr. Kazunari Yamaguchi (In Rs)

1.

Gross salary

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

22,644,000

15,192,000

37,836,000

 

(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 (Rs in million)

 

9,006

 

B. Remuneration to other Directors

SN

Particulars of Remuneration

Name of Directors

 

1.

Independent Directors

Mr. Davinder Singh Brar (InRs.)

Ms. Pallavi Shroff (In Rs)

Mr. Rajinder Pal Singh (InRs.)

Ms. Renu Sud Karnad (In Rs)

Total Amount (InRs.)

 

• Fee for attending board/ committee meetings

1,400,000

500,000

1,350,000

1,100,000

4,350,000

 

• Commission

5,200,000

2,200,000

4,200,000

3,600,000

15,200,000

 

• Others, please specify

-

-

-

-

-

 

Total (1)

6,600,000

2,700,000

5,550,000

4,700,000

19,550,000

 

 

 

 

 

 

 

 

2.

Other Non-Executive Directors

Mr. R.C. Bhargava (In Rs)

Mr. Kinji Saito (In Rs)

Mr. Toshihiro Suzuki (In Rs)

Mr. Osamu Suzuki (In Rs)

Mr. Kazuhiko Ayabe (In Rs)

Mr. T. Hasuike (in Rs)

Total Amount (In Rs)

 

• Fee for attending board/ committee meetings

900,000

500,000

550,000

500,000

500,000

500,000

3,450,000

 

• 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 Managerial Remuneration

 

 

 

35,200,000

 

 

 

 

Overall ceiling as per the Act (Rs. In million)

 

 

 

901

 

 

 

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

 

 

Key Managerial Personnel

Total Amount (In Rs)

S No

Particulars of Remuneration

Mr. Ajay Seth (In rs)

Mr. Sanjeev Grover (In Rs.)

1.

Gross salary

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

30,634,665

7,614,869

38,249,534

 

(b) Value of perquisites under section 17(2) of the Income-tax Act, 1961

492,950

57,000

549,950

 

(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

VII. Penalties/ Punishment/ Compounding of Offences:

Type

Section of to Companies Act

Brief description

Details of penalty/ punishment/ compounding fees imposed

Authority [RD/ NCLT/ COST

Appeal made, if any (give details)

A.

COMPANY

 

 

 

 

 

 

Penalty

 

 

Nil

 

 

 

Punishment

 

 

 

 

 

 

Compounding

 

 

 

 

 

B.

DIRECTORS

 

 

 

 

 

 

Penalty

 

 

Nil

 

 

 

Punishment

 

 

 

 

 

 

Compounding

 

 

 

 

 

C.

OTHER OFFICERS IN DEFAULT

 

 

 

 

 

 

Penalty

 

 

Nil

 

 

 

Punishment

 

 

 

 

 

 

Compounding

 

 

 

 

 

 

For and on behalf of the Board of Directors

 

R.C. Bhargava

Kenichi Ayukawa

Chairman

Managing Director & CEO

New Delhi

 

25th April, 2019

 

Annexure -B

Nomination and Remuneration Policy

1. Scope

1.1. This Nomination and Remuneration Policy (the "Policy") has been framed in compliance with Section 178 of the Companies Act, 2013 (Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

1.2. This Policy aims to ensure that the persons appointed as Directors and Key Managerial Personnel (KMPs) as defined under the Act and Senior Management (designated Executive Officer and above) possess requisite qualifications, experience, expertise and attributes commensurate with their positions and level of management responsibilities and that the composition of remuneration to such persons is fair and reasonable and sufficient to attract, retain and motivate these persons to run the Company successfully.

1.3. This Policy is applicable to Directors, KMPs, Senior Management and other employees of the Company.

2. Objective

1.1. The objective of this Policy is to provide a framework for appointment, removal and remuneration of Directors, KMPs and Senior Management.

1.2. The Policy aims to provide:

(i) Criteria of appointment and removal of Directors, KMPs and Senior Management;

(ii) Criteria for determining qualifications, positive attributes and independence of a Director;

(iii) Remuneration of Directors, KMPs and Senior Management;

(iv) Principles for retaining, motivating and promoting talent and ensuring long term retention of talent and creating competitive advantage.

3. Board Diversity

While considering the composition of the Board, the NRC will take into account the diversity of the members of the Board based on a number of factors, inter-alia, gender, age, qualifications, nationality, professional experience, recognition, skills and ability to add value to the business.

Subject to the provisions of the Act including rules and regulations made thereunder and Listing

Regulations, the Board shall have atleast one woman director, persons who have strong technical/ managerial/administrative backgrounds relevant to the business of the Company and those who have excelled in one or more areas of finance/accounting/ law/public policy with top level administrative/ managerial experience.

4. Qualifications and Attributes for Directors, KMPs and Senior Management

1.1. The prospective Director:

(i) should be of the highest integrity and level of ethical standards;

(ii) should possess the requisite qualifications, skills, knowledge, experience and expertise relevant or useful to the business of the Company.

(iii) should, while acting as a Director be capable of balancing the interests of the Company, its employees, the shareholders, the community and of the need to ensure the protection of the environment; and

(iv) should inter-alia,

• uphold the highest ethical standards of integrity and probity;

• act objectively and constructively while exercising his / her duties;

• exercise his / her responsibilities in a bona fide manner in the interest of the Company;

• devote sufficient time and attention to his / her professional obligations for informed and balanced decision making;

• not allow any extraneous considerations that will vitiate his / her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

• not abuse his / her position to the detriment of the Company or its shareholders or other stakeholders or attempt to gain direct or indirect personal advantage or advantage for any associated person;

• avoid conflict of interest, and in case of any apparent situation of conflict of interest, make appropriate disclosures to the Board;

• assist the Company in implementing the best corporate governance practices;

• strictly adhere to and monitor legal compliances at all levels; and

• protect confidentiality of the confidential and proprietary information of the Company.

(v) In addition, in the case of an Independent Directors), he/she must also satisfy the criteria specifically set out under applicable laws including the Act and the Listing Regulations.

1.2. The KMPs and the Senior Management should possess the highest integrity and ethical standards and have the requisite qualification and experience in any field relevant to and necessary for the business of the Company, including but not limited to technology, finance, law, public administration, management, accounting, marketing, production and human resource. They should also meet the requirements of the Act, Rules, Listing Regulations and / or any other applicable laws.

5. Evaluation of the Board, its Chairman, Individual Directors and Committees of the Board

The evaluation of the Board, its Chairman, individual directors and committees of the Board shall be undertaken in compliance with the provisions of Section 134(3)(p), Section 178 and Listing Regulations.

6. Appointment and Removal of Non-Executive/Independent Directors

1.1 Appointment

(i) Depending upon the requirements of the Company, the NRC shall identify from sources the Committee considers appropriate and reliable the persons who meet the requisite criteria and recommend their appointment to the Board at appropriate times.

(ii) The Board will consider the recommendations of the NRC and accordingly, approve the appointment and remuneration of Non-Executive and / or Independent Directors, subject to the needs of the Company and the approval of the shareholders.

(iii) The appointment process shall be independent of the Company management. While selecting persons for appointment as Independent Directors, the Board shall ensure that there is an appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

(iv) The appointment of Independent Directors shall be formalised by way of letters of appointment in accordance with the applicable laws and the requisite related disclosures in relation to such appointments made.

(v) The process for appointment of Independent Directors prescribed under the Act, the Listing Regulations and specifically the procedure set out under Schedule IV of the Act (Code for Independent Directors) will be followed. The Board shall also comply with other applicable laws.

1.2. Removal

The appointment of an Independent Director may be terminated at the recommendation of the NRC or by the Board on its own in the event he/she:

• commits a breach of any of the duties, functions and responsibilities or obligations towards the Company or for reasons prescribed under the Act; or

• compromises independence vis-a-vis the Company in any manner whatsoever which will have an impact on the criteria of independence.

• If he/she becomes prohibited by law or under the Articles of Association from being an Independent Director of the Company.

7. Appointment and Removal of Managing Director, Joint Managing Director, Whole-Time Directors, KMPs and Senior Management Personnel

1.1. Appointment

(i) Depending upon the requirements of the Company for the above positions, the NRC shall identify persons and recommend their appointment to the Board including the terms of appointment and remuneration.

(ii) The Board will consider the recommendations of NRC and accordingly approve the appointments) and remuneration. The appointment of the Managing Director/Joint Managing Director/ Whole-time Directors shall be subject to the approval of the shareholders.

(iii) Appointments of other employees will be made in accordance with the Company's Human Resource (HR) policy.

1.2. Removal

(i) The appointment of the Managing Director/ Joint Managing Director/Whole Time Directors may be terminated at the recommendation of the NRC or by the Board on its own, if such Director commits a breach of any of the duties, functions and responsibilities or obligations or he/she becomes prohibited by law or under the Articles of Association from being such director of the Company.

(ii) The appointment of KMPs/Senior Management Personnel may be terminated at the recommendation of the NRC or by the Board on its own, if the person commits a breach of any duties, functions and responsibilities or obligations or for reasons prescribed under the Act or the Listing Regulations or for reasons of poor performance as measured as the result of the performance appraisal process over one or more years or suffers from any disqualification(s) mentioned in the Act, the Rules or under any other applicable laws, rules and regulations, or breaches the code of conduct and / or policies of the Company.

(iii) In respect of employees in other positions, where an employee suffers from any disqualification(s) mentioned in the Act, if any, under any other applicable laws, rules and regulations, the code of conduct and / or policies of the Company, the Management of the Company may terminate the services of such employee as laid down in the HR Policy of the Company.

8. Remuneration

1.1. The remuneration of the Non-Executive / Independent Directors will include the following:

(i) Variable remuneration in the form of commission calculated as a percentage of the net profits of the Company as recommended by the NRC and to the extent permitted in the Act and approved by the Board and / or the shareholders of the Company. The payment of commission is based on criteria such as attendance at meetings of the Board/ Committees of the Board, time devoted to the Company's work, the responsibilities undertaken as Chairmen of various committees/ the Board, their contribution to the conduct of the Company's business, etc.;

(ii) Sitting fee for attending meetings of the Board and committees constituted by the Board;

(iii) Reimbursement of expenses for participation in the meetings of the Board and other meetings.

1.2. The remuneration of the Managing Director, Joint Managing Director, Whole-time Directors, KMPs and Senior Management Personnel should be commensurate with qualifications, experience and capabilities. The remuneration should take into account past performance and achievements and be in line with market standards. In determining the total remuneration, consideration should be given to the performance of the individual and also to the performance of the Company. In both cases, performance is measured against goals/plans determined beforehand at the commencement of a year and well communicated to the individual/ the individual holding the management position, as the case may be.

1.3. The remuneration of the Managing Director/ Joint Managing Director/Whole Time Director/ KMPs/Senior Management Personnel will include the following:

(i) Salary and allowances - fixed and variable besides other Benefits as per Rules contained in the HR Policy applicable to Senior Management Personnel;

(ii) Retirement benefits including provident fund / gratuity / superannuation / leave encashment;

(iii) Performance linked bonus.

1.4. No Sitting Fee shall be payable to the Managing Director/a Whole Time Director for attending meetings of Board or the committees constituted by the Board.

1.5. The remuneration of the employees other than Senior Management Personnel shall be as per Company's HR Policy.

9. Increments

1.1. Increments of Managing Director/Joint Managing Director/Whole-time Directors will be granted by the Board based on the recommendation of the NRC taking into account the performance of the individual, the performance of the business and the Company as a whole. Performance will be measured against pre-determined and agreed goals/plans which are made known at the commencement of the year. The Board and the shareholders of the Company may approve changes in remuneration from time to time.

1.2. Appraisal will be carried out and award of increments of the KMPs/Senior Management Personnel/other employees will be determined according to the prevalent HR Policy and practice of the Company. The NRC will oversee compliance with the process.

10. Review/Amendment

Based on the recommendation of the NRC, the Board may review and amend any or all clauses of this Policy depending upon exigencies of business.

Annexure -1

Evaluation Criteria

1. The evaluation of performance of the Directors of the Company shall be undertaken as under:

SN

Provisions of the Act

Evaluation of Performance of

Performance to be evaluated by

A.

Section 178(2)

Independent Directors Non-independent Directors

Nomination and Remuneration Committee

B.

Section 134(3)(p) read with Schedule IV of the Act

The Board

Board

Committees of the Board

 

Independent Directors

 

Non-independent Directors

 

C.

Listing Regulations and Schedule IV of the Act

Non-independent Directors

Independent Directors

The Board

 

Chairman of the Company

 

Annexure -C

Annual Report on CSR Activities

1. Brief outline of Company's CSR Policy including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs.

The Company's CSR policy aims to create a meaningful and lasting impact in the lives of beneficiaries. To achieve the desired impact, the Company focuses its resources on a limited number of projects in specific areas rather than spread them thin over several projects. CSR activities are primarily undertaken in the areas of community development, road safety and skill development. All projects are implemented directly by the Company in a project mode, with regular and systematic assessments and reviews built in to monitor plan progress.

As part of community development programme, the Company is making efforts to transform 26 adopted villages, near its facilities, as per an approved village development plan. Work is being undertaken on five thematic areas of intervention identified within the village, in consultation with the community, including water, sanitation, health, education and creation of common community assets. The Company will soon start work to set up a multi-specialty hospital and an English medium school in Gujarat, for the public at large.

This year, the Company has embarked on two transformational road safety technology projects in the national capital: Traffic Safety Management System (TSMS) and Automated Driving Test Track

(ADTT). As part of TSMS project, traffic surveillance systems including 3D radars, high-resolution cameras are deployed at select high-volume traffic junctions, to deter traffic violations. Under the ADTT project, the Company is building driving test tracks and installing advanced cameras at 12 centers to ensure driving licenses can be issued using video analytics, in a transparent and efficient manner. Both projects are designed and implemented with the intent to create replicable models, and with the vision to encourage a culture of compliance among road users.

As part of its skill development mandate, the Company is expanding its efforts to enhance employability of underprivileged youth by improving the quality of skill training in over 110 Industrial Training Institutes (ITIs). The adopted ITIs are being transformed as per the ITI development plan and would be completed within the defined time line. The development plan includes undertaking relevant initiatives such as upgrade workshops, enhancing industry exposure for trainers and students and imparting soft skills to make students industry-ready. The Company has contributed to the setting up of i-ACE, a state-of-the-art institute for automobile training and research. The Company's flagship skill development institute, Japan India Institute for Manufacturing (JIM), achieved 100% placement for its first batch of students and the initiative is currently being expanded.

Web link: http://www.marutisuzuki.com/our-policies. aspx

2. The composition of the CSR Committee.

The composition of the CSR Committee of the Board is as under.

SN

Name

Designation/Category

CSR Committee

1.

Mr. R. C. Bhargava

Chairman/ Non-Executive

Chairman

2.

Mr. K. Ayukawa

Managing Director & CEO/Executive

Member

3.

Mr. R. P. Singh

Independent Director

Member

3. Average Net Profit of the Company for last three financial years.

Average net profit of the Company for last three financial years (2015-16, 2016-17 and 2017-18) calculated in accordance with the provisions of the Section 198 of Companies Act, 2013 is Rs 76,767 million.

4. Prescribed CSR Expenditure (two percent of the amount as in item No. 3 above)

Two percent of the average net profit for last three financial years is Rs 1,535 million.

5. Details of CSR spent during the financial year:

A. Total amount to be spent for the financial year:

The Company had spent Rs 1,250.8 million in 2017-18. In 2018-19, the Company was able to scale up the CSR spend to Rs 1,540.7 million i.e. over two percent of the average net profit for last three financial years.

B. Amount unspent: Nil

C. Manner in which the amount spent during the financial year is detailed below:

S N.

CSR project / activity identified

Sector in which the project is covered

Projects /Programmes 1. Local area/others-2. Specify the state and district where projects or programs were undertaken

Amount outlay (budget) project/ programs wise

Amount spent on the project /programs Subheads: 1. Direct expenditure on project, 2. Overheads

Cumulative spend up to the reporting period

Amount spent: Direct /through implementing agency

 

Direct

Overhead

 

 

(in Rs million)

(in Rs million)

(in Rs million)

(in Rs million)

 

 

Community Development

 

 

 

 

 

 

 

1.

Water & Sanitation, Rural Development projects:

Sewer lines, water tanks, potable drinking water ATMs, village waste collection and disposal, construction of household toilets.

Water and Sanitation, Rural Development Projects

1. Local 2. Manesar, Gurugram and Rohtak (Haryana), Hansalpur (Gujarat), Bengaluru Rural (Karnataka)

380

372.6

4.1

376.7

Through implementing agency

2.

Education projects:

Upgradation of government school infrastructure and improving learning level of students

Education

Local: Manesar, Gurugram, Rohtak (Haryana), Hansalpur (Gujarat)

40

34.8

0.5

35.3

Through implementing agency

 

Education projects:

Setting up of English medium CBSE school.

Education

Sitapur (Gujarat)

10

7

 

7

Through implementing agency

3.

Health projects:

Running dispensary, Setting up of a multi-specialty hospital.

Health

Local: Hansalpur (Gujarat)

30

26.8

 

26.8

Through implementing agency

 

Skill Development

 

 

 

 

 

 

 

1.

Japan India Institute for Manufacturing (JIM) and ITI Mirzapur:

Upgradation and management of the Institutes

Japan India Institute of Manufacturing (JIM) and ITI Mirzapur

Mehsana (Gujarat), Mirzapur (Uttar Pradesh)

70

65.9

3.2

69.1

Through implementing agency

2.

Upgradation of Govt vocational and technical training institutes:

Upgradation, repair and maintenance of workshops and infrastructure Set up placement centre. Overall development of teachers, students and facilitate industry exposure. Offer industry-oriented add-on courses.

Upgradation of Govt vocational and technical training institutes

Pan India

190

184.6

0.2

184.8

Through implementing agency

3.

Skill enhancement in automobile trade at Industrial Training Institutes (ITI):

Support Upgradation of automobile trade. Upgradation of training facilities and workshops. Train the trainer. Provision of study material and practical training.

Skill enhancement in automobile trade at Industrial Training Institutes (ITI)

Pan India

70

53.8

0.2

54

Through implementing agency

4.

Setting up of the International Automobile Centre of Excellence (iACE):

Settinq up of the institute

Setting up of the International Automobile Centre of Excellence (iACE)

Gandhinagar (Gujarat)

500

500

 

500

Directly

 

Road Safety

 

 

 

 

 

 

 

1.

Use of technology to bring behavioural change among commuters and for reduction in road accidents and compliance to traffic rules:

Traffic Safety Management System (TSMS)

Use of technology to bring behavioural change among commuters and for reduction in road accidents and compliance to traffic rules

Delhi

130

121

 

121

Through implementing agency

2.

Improvement in licensing system:

Setting of Automated Driving Test Tracks (ADTT)

Improvement in licensing system

Delhi

40

36.8

0.2

37

Through implementing agency

3.

Promotion of driving training:

Training professional drivers

Promotion of driving training

Pan India

10

3.4

 

3.4

Through implementing agency

4.

Train the trainer, road safety awareness and decongestion initiatives:

Road safety awareness

Train the trainer, road safety awareness and decongestion initiatives

Pan India

100

94.9

1.9

96.8

Through implementing agency

 

Contribution to the Prime Minister's National Relief Fund

 

 

 

20

 

20

Directly

 

Total (A)

 

 

1,570

1,521.6

10.3

1,531.9

 

 

CSR Administrative Overheads

 

 

 

 

 

 

 

 

Common Administrative Overheads (Salary of staff and expenditure on training and capacity building) (B)

 

 

30

8.8

 

 

 

 

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 (Rs) 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.

For and on behalf of the Board of Directors

 

R.C. Bhargava

Kenichi Ayukawa

Chairman

Managing Director & CEO

New Delhi

 

25th April 2019

 

Annexure -D

Information in accordance with Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and forming part of the Boards' Report for the year ended 31st March, 2019.

A. Energy Conservation

The Company continued its energy conservation drive with main focus on reducing energy cost and improving efficiency through adoption of new technology and optimisation of processes thereby reducing operational costs. The Company spent Rs 44.76 million as capital investment towards energy conservation equipment which is 2.5 times of the investment done in 2017-18. Capital investment towards energy conservation equipment and energy saving initiatives at its plants helped the Company in reducing energy cost. Some of the activities carried out during the year towards environment, energy and water conservation are mentioned as under:

1. Energy cost reduction:

• Commissioning of grid connected 316kWp photovoltaic PV solar plant at Manesar.

• Increase in usage of low cost grid power through diesel rotary UPS system at Rohtak.

• Modification of power generation scheme for gas turbine no. 3 from (11kV-66kV-11kV) to (11kV-11kV)at Gurugram.

2. Energy conservation:

• Installing energy saving variable frequency drive (VFD) on chiller water circulation pumps, ultrafiltration and reverse osmosis spray pumps and air compressor at Manesar.

• Reduction in electricity and compressed air by optimisation of air shower time at Paint shops and spray points in hemming machines of Weld shops respectively.

• Efficiency improvement of gas turbine by modification of software to modulate inlet guide vane (IGV) during low loads (0 to 8 MW) at Gurugram.

• Cycle drive installation in dough kneader machine at Gurugram.

• Addition of 300kVAr low tension capacitor bank in MPT for improving power factor of grid supply.

• Replacement of raw water tank pumps with energy efficient pumps at Manesar.

• Adoption of non-invasive technology instruments for:

• Capturing operating parameters of motors while running by motor analyzer.

• flow measurement of pumps by ultrasonic flowmeters.

• Infrared mapping for thermal losses by infrared camera.

• Identification of air leakages by ultrasonic leak detectors.

• Awareness and training sessions organised on 'Energy Audits', 'ISO 50001' and 'Energy Conservation Building Code (ECBC)' for sensitising and upgrading the knowledge base of personnel across Gurugram, Manesar and Rohtak.

3. Reliability / process improvement:

• Renewal of precision air conditioners for IT servers at Manesar.

• Upgradation of multiple thermo-mechanical relay of all generators control panels with advanced electronic relay at MPT Casting.

• Elimination of material rejection in heat treatment batch furnaces by providing redundancy in electrical power system.

4. Safety improvement:

• Installation of Earth rite system in high speed diesel (HSD) storage area at Rohtak.

• Upgrading flux compensating magnetic amplifier (FCMA) starters with 40 kA type tested electronic soft starter for centrifugal air compressors (Centac-6) at Manesar.

• Renewal of old pipe rings of hydrant system covering all areas.

• Health assessment of chimney structures of generators at MPT Casting.

• Installation of alarm and pressure monitoring system in natural gas line.

5. Water and environment conservation:

• 74 recharge wells made for rain water harvesting at Gurugram.

• Rain water storage capacity increased by 4699 cubic meter at Gurugram.

• Recycling of used sand from Casting plants at Gurugram and Manesar.

• Reuse of industrial water for cleaning of magnetic rods in Paint shops.

• Automatic water sprinkler system for horticulture area at Gurugram.

B. Research & Development (R&D)

The Company has always made efforts to modernise the Indian auto industry with Suzuki's well known product and technology offerings which not only meet customer requirement but are setting the direction for the Indian automotive industry. The Company's engineering is making efforts to identify the appropriate Suzuki technologies for India, absorb them for Indian conditions and localise with Indian vendors to provide most cost effective solutions for the Indian customers. This year marks a quantum leap with introduction of new products and technologies that are safe, affordable, environment friendly to delight the Indian customer. With the growing customer expectations, the Company has localised and launched products that are fresh in design, high in performance, reliability and are equipped with new technologies and features.

In order to strengthen the leadership position in Indian passenger car market, the Company launched Suzuki's completely new 3rd generation WagonR and 2nd generation Ertiga. Continuing with the success of previous generation models, these products offer next level experience to our customers. Also, the Company has refreshed Ciaz in a new avatar with new and advanced K15 petrol and DDiS 225 diesel engines, Vitara Brezza with auto gear shift (AGS) technology and Baleno with new bolder look. These changes echo the aspirations of today's young customer with a perfect blend of style and class.

Continuing with its commitment to launch environment friendly technologies, this year the Company has showcased Electric Vehicles (EV) prototype for the Indian market and has commenced a nation-wide fleet testing of fifty EV's. These vehicles use the electric vehicle technology developed by Suzuki and has been produced at the Company's Gurugram plant.

Technology:

In an effort to enhance customer experience, the Company introduced many Suzuki technologies in the area of safety, connectivity, comfort, convenience and environment.

Safety:

• Platform: 2nd Gen Ertiga and 3rd Gen WagonR are built on Suzuki's 5th generation HEARTECT platform. The platform increases safety of occupants through effective absorption of impact, dispersion of crash energy and assures stability. The 2nd Gen Ertiga and 3rd Gen WagonR are compliant for frontal offset impact, side impact and pedestrian protection regulations.

Connected technologies:

• Telematics: Advanced telematics solution 'Suzuki Connect' was launched as a genuine accessory. 'Suzuki Connect' aims to enhance user convenience and experience through various advanced technologies for emergency alerts, vehicle tracking, live vehicle status and preventive maintenance calls.

Environment friendly technologies:

• Smart hybrid technology: Suzuki's next generation smart hybrid technology with new lithium ion battery was introduced in refreshed Ciaz. This technology developed by Suzuki, offers longer service life and contributes to improved fuel efficiency. This technology was extended to 2nd Gen Ertiga as well.

• Alternate fuel CNG: To further strengthen green technology footprint in India, the Company launched WagonR S (Smart) CNG which comes with factory fitted CNG. The S-CNG technology ensures high performance with dual electronic control unit (ECU) and intelligent-gas port injection technology. Direct mounted CNG injectors introduced in WagonR contributes in making it the most fuel efficient CNG car.

• New powertrains: The new and revolutionary 1.5 litre K15 petrol engine, designed by Suzuki and developed by the Company was introduced in refreshed Ciaz and 2nd Gen Ertiga. Engine portfolio is further enhanced with the introduction of a new 1.5 litre DDiS 225 diesel engine, designed by Suzuki and developed by the Company, in refreshed Ciaz which provides the best in class fuel efficiency. This engine can be further upgraded to meet the upcoming emission challenges.

Comfort and convenience:

• Infotainment: The next generation SmartPlay Studio Infotainment system has been introduced in the 3rd Gen WagonR and refreshed Baleno, the SmartPlay Studio is a 17.78cm (7") touch screen infotainment system that combines smartphone, vehicle and cloud-based services to offer a delightful driving experience.

• Advanced AGS: Suzuki's revolutionary two-pedal technology, Auto Gear Shift, is now being extended to Vitara Brezza. It's a convenience feature for ease of driving and reducing fatigue. This technology is one such innovation which has been progressively introduced in models line-up and is widely accepted among customers. With introduction in Vitara Brezza, this technology is available in other current models.

Focus on safety and emission regulations:

• Safety: To reduce road fatalities for driver, passengers and pedestrians, the Government of India has introduced safety norms such as Frontal, Side Crash and Pedestrian for Indian market. Majority of the Company's models comply with the upcoming safety regulations, well in advance to the official regulation requirement. The Company proactively introduced safety technologies like anti-lock braking (ABS), seat belt reminder, driver airbag, reverse parking sensor system and vehicle tracking system, etc. to meet AIS 145(safety regulation) and AIS 140(vehicle tracking system) regulation.

• Emissions: Currently the Company's engineering is making all efforts to ensure all the models and powertrain options are upgraded using Suzuki's proven technology to meet BS6 regulation well in time.

With growing mobility in India, there is a need for practical and feasible solutions that have the potential to reduce fuel consumption and India's oil import. Moving in this direction, the Company apart from strengthening its CNG presence with factory fitted CNG models is also looking at technology agnostic approach which includes focus on launching Suzuki's hybrid and electric vehicles in India.

Specific areas in which R&D has been carried out:

The Company's efforts to launch latest Suzuki's developed technologies and features by technology absorption and localisation has helped in enhancing value proposition to our customers in the following areas:

Comfort and convenience:

• 2nd Gen Ertiga and 3rd Gen Wagon R developed on Suzuki's wider HEARTECT platform offered roomier cabin space and improved boot space.

• 2nd Gen Ertiga, 3rd Gen Wagon R and refreshed Ciaz came with improved handling performance. Further, WagonR comes with high mounted gear shift to improve the ergonomics.

• 2nd Gen Ertiga comes with one-touch fold and slide system for easy access to 3rd row, air-cooled cup holders, bottle holders and accessory socket in each row.

• Vitara Brezza now has the option of AGS for enhanced convenience.

Improved aesthetics:

• 3rd Gen WagonR comes with bold exterior design having robust body language with wide stance, muscular side body with flared wheel arches and projector headlamps.

• Refreshed Baleno launched with a sporty and elegant front fascia having wider stance, new grille with dynamic 3D detailing and new precision cut smoked two tone 16" alloy wheels which complements the elegant character of the model.

• To enhance the design of Ignis and give it a strong road presence, new roof rails offered in its Zeta and Alpha variants.

• New styled diamond cut alloy wheel in refreshed Ciaz adds to the premium image of the vehicle.

Safety and noise vibration & harshness (NVH):

• All new models are equipped with safety features such as dual airbags, high speed warning alert, front seat belt with pre-tensioners and force limiters, ABS with electronic brake force distribution (EBD) and brake assist and reverse parking sensors.

• For the first time, the Company introduced electronic stability program (ESP) variant in domestic market. This was introduced in 2nd Gen Ertiga and refreshed Ciaz.

• ISOFIX child seat anchorage was a standard fitment in new Ciaz, Ertiga, Baleno and Vitara Brezza. ISOFIX is an International Organisation for Standardisation standard ISO 13216, which specifies the anchoring system for Group 1 child safety seats.

• All the new models complied with offset, side crash and pedestrian safety norms.

Weight reduction and fuel efficiency improvement:

• The Company has adopted a number of initiatives for weight reduction in various system designs.

• The CNG powered WagonR offering best-in-class mileage of 33.54km/kg and is available in Lxi variant of the 1.0 litre engine.

• Various initiatives taken for improving fuel efficiency were:

• Mechanical loss reduction by using low viscosity transmission fluid.

• Adopting low-friction bearings in new design 5 speed manual transmission to reduce mechanical losses thereby improving fuel efficiency.

• Gear ratio optimisation of 6-speed manual transmission for better fuel efficiency and performance in DDiS 225.

Benefits derived as a result of above R&D initiative:

• Launched the stylish 2nd Gen Ertiga in a completely new avatar. It comes with aspirational exterior design and plush dual tone interiors to enrich the lifestyle of the ever evolving young Indian customers.

• Launched the new 3rd Gen WagonR, new WagonR has a robust body language with a wide stance, which makes it strikingly attractive to the customers.

• Launched refreshed Ciaz which is engineered to offer class-leading comfort, impactful exteriors, elite interiors, unmatched performance along with an array of safety and convenience features. The refreshed Ciaz now comes with new K15 1.5 litre petrol engine and 1.5 litre diesel DDiS 225 engine which offers an optimum balance of enhanced performance with best in class fuel efficiency.

• Introduction of refreshed Baleno with a new bolder look and Vitara Brezza with AGS which will further enhance the brand's appeal.

• Launched Ignis with new safety features and roof rails for a distinct look. This updated version is even more attractive for the premium urban car user.

• Launched WagonR S (Smart) CNG in Lxi variant of 1.0 litre engine.

• The Company saved Rs 275 million by localisation and Rs 2,365 million from implementation of Value Analysis /Value Engineering (VA/VE) concepts.

• Rigorous efforts were also made to localise imported parts including many high technology parts. This has helped in reducing material cost as well as de-risking from foreign exchange fluctuations.

• The Company has also worked closely with its vendor partners to increase the value of the parts i.e. higher function at lower cost.

Technology Absorption, Adaptation and Innovation

1. Efforts in brief made towards technology absorption, adaptation and innovation:

• Product development efforts are further strengthened by analysis of various competitor products across the globe through focused performance and functional benchmarking of vehicle as well as sub-systems.

• Establishing simulation methods to replicate market quality feedbacks and suggest countermeasures for design improvement.

• Special value enhancement idea generation activities jointly carried with vendor partners for reducing cost to provide better value to customers.

• Value engineering ideas to achieve quality, performance and cost targets.

• Focus on capturing passenger comfort for Indian conditions and incorporating the feedback in future models.

• Vehicle body design using high tensile material and new light weight energy efficient structure.

2. Benefits derived as a result of above efforts:

• Attractive, high quality and value for money products.

• New technologies at right cost, time and quality.

• Significant weight reduction in new models relative to existing models without compromising on safety, performance and durability.

• Improved safety for drivers, passengers and pedestrians.

• High local content in new models leading to lower cost.

• Improved fuel efficiency.

3. Technology inducted over last 3 years: Technology Inducted in 2016-17:

• New Suzuki's 5th generation stronger, safer and lighter A-platform introduced in Ignis.

• "Android auto" extending smartphone connectivity to android users introduced in Ignis.

• 1.0 litre booster direct injection turbo charged engine launched in Baleno RS.

• Light emitting diodes (LED) projector headlamps with LED daytime running lamps introduced in Ignis first in the segment in Indian automotive market.

• AGS extended to WagonR.

Technology Inducted in 2017-18:

• New Dzire and Swift are based on Suzuki's latest 5th generation HEARTECT platform which is lighter, stronger and safer.

• Android auto extended to other models sold through Arena channel.

• Increased penetration of smart hybrid technology with introduction in S-Cross.

• Advance AGS extended to Swift and Dzire for optimum fuel efficiency and ease of driving.

• Twin cylinder CNG system introduced in Super Carry.

Technology Inducted in 2018-19:

• 2nd Gen Ertiga and 3rd Gen WagonR are engineered and built on Suzuki's 5th generation HEARTECT platform. The platform increases safety of occupants through effective absorption of impact and dispersion of crash energy and assures stability.

• Launched an advanced telematics solution called 'Suzuki Connect'.

• Suzuki designed new generation dual battery smart hybrid technology introduced in Ciaz and later extended to Ertiga as well.

• AGS technology extended to Vitara Brezza for optimum fuel efficiency and ease of driving.

• ESP technology introduction in Ciaz and Ertiga.

• New 1.5 litre K15 petrol engine introduced in Ciaz and 2nd Gen Ertiga. Engine portfolio further strengthened with the introduction of a new 1.5 litre DDiS 225 diesel engine in Ciaz.

• New design 6-speed manual transmission with optimised gear ratios introduced for better fuel efficiency and performance in DDiS 225 diesel engine.

• Next generation smartplay studio and smartplay dock infotainment systems have been introduced.

Expenditure incurred on R&D

 

 

(Rs in million)

Particulars

2018-19

 

A Capital Expenditure

4,372

3,570

B Net Revenue Expenditure

2,756

4,746

Total

7,128

8,316

D. Foreign Exchange Earnings and Outgo (Cash Basis)

During the year, total inflows (on cash basis) in foreign exchange were Rs 52,186 million and total outflows (on cash basis) in foreign exchange were Rs 128,027 million.

For and on behalf of the Board of Directors

 

R.C. Bhargava

Kenichi Ayukawa

Chairman

Managing Director & CEO

New Delhi

 

25th April, 2019

 

Annexure -E

Form No. MR - 3

Secretarial Audit Report

For the financial year ended on 31st March

[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]

To,

The Members

Maruti Suzuki India Limited

(CIN: L34103DL1981PLC011375) Plot No.1, Nelson Mandela Road, Vasant Kunj, New Delhi -110070

We have conducted the secretarial audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Maruti Suzuki India Limited (hereinafter referred as 'the Company'), having its Registered Office at Plot No.1, Nelson Mandela Road, Vasant Kunj, New Delhi - 110070. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed, and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of:

I. The Companies Act, 2013 ('the Act') and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder by the Depositories with regard to dematerialisation / rematerialisation of securities and reconciliation of records of dematerialised securities with all securities issued by the Company;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder. Further, there was no transaction of Overseas Direct Investment which was required to be reviewed during the period under audit;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [Not Applicable as the Company has not issued any further share capital during the period under review];

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 [Not Applicable as the Company has not offered any shares or granted any options pursuant to any employee benefit scheme during the period under review];

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [Not Applicable as the Company has not issued and listed any debt securities during the financial year under review];

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client [Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent];

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 [Not Applicable as the Company has not delisted/propose to delist its equity shares from any Stock Exchange during the financial year under review];

h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 [Not

Applicable as the Company has not bought back/propose to buy-back any of its securities during the financial year under review].

VI. Laws specifically applicable to the industry to which the Company belongs, as identified by the management, that is to say:

1. Motor Vehicles Act, 1988

2. The Central Motor Vehicles Rules, 1989

For the compliances of Environmental Laws, Labour Laws & other General Laws vis-a-vis The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, our examination and reporting is based on the documents, records and files as produced and shown to us and the information and explanations as provided to us, by the officers and management of the Company and to the best of our judgment and understanding of the applicability of the different enactments upon the Company, in our opinion there are adequate systems and processes exist in the Company to monitor and ensure compliance with applicable Environmental Laws, Labour Laws & other General Laws.

The compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this audit since the same have been subject to review by the statutory financial auditor and other designated professionals.

We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

2. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

We further report that

The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice(s) were given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings of the Board and Committees of the Board signed by the Chairman, all the decisions of the Board were adequately passed and the dissenting members' views, if any, was captured and recorded as part of the minutes.

As per the records, the Company filed all the forms, returns, documents and resolutions as were required to be filed with the Registrar of Companies and other authorities and all the formalities relating to the same are in compliance with the Act.

We further report that on review of the compliance mechanism established by the Company, we are of the opinion that the management has adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines as the Company has developed comprehensive legal compliance scheduling and management software by which specific compliance tasks were assigned to specified individuals. The software enables in planning and monitoring all compliance activities across the Company.

We further report that during the audit period the Company has following specific events/ actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above:-

1. The Board of Directors in its Board Meeting held on 27th July, 2018 accorded consent for incorporation of a joint venture company named "Bahucharaji Rail Corporation Limited" by subscribing upto 33% of equity share capital.

2. The Board of Directors in its Board Meeting held on 27th March, 2019 accorded consent for incorporation of a Joint Venture Company named "Maruti Suzuki Toyotsu India Private Limited" by subscribing upto 50% equity share capital.

 

For RMG & Associates

 

Company Secretaries

 

CS Manish Gupta

Place : New Delhi

Partner

Date: 25th April, 2019

FCS : 5123; C.P. No.: 4095

Note: This report is to be read with 'Annexure I' attached herewith and forms an integral part of this report.

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.

 

For RMG & Associates

 

Company Secretaries

 

CS Manish Gupta

Place : New Delhi

Partner

Date : 25th April, 2019

FCS : 5123; C.P. No.: 4095

Addendum to the Board's Report Directors

Pursuant to the withdrawal of nomination by Suzuki Motor Corporation, Mr. Kazunari Yamaguchi, Mr. Toshiaki Hasuike and Mr. Kazuhiko Ayabe tendered their resignations from the Board with effect from the close of business hours of 26th July, 2019. Therefore, Mr. Toshihiro Suzuki and Mr. Kinji Saito (instead of Mr. Kazuhiko Ayabe) shall retire by rotation in the ensuing Annual General Meeting of the Company. Mr. Takahiko Hashimoto was appointed as a Whole-time Director designated as Director (Marketing & Sales) with effect from 27th July, 2019. Mr. Hisashi Takeuchi and Mr. Hiroshi Sakamoto were appointed as Non-Executive Directors with effect from 27th July, 2019. The Board has also recommended the re-appointment of Mr. D.S. Brar and Mr. R.P Singh as Independent Directors and the appointment of Ms. Lira Goswami as an Independent Director for a period of five years from 28th August, 2019 till 27th August, 2024 for the approval of the shareholders in the Annual General Meeting.

For and on behalf of the Board of Directors
R.C. Bhargava Kenichi Ayukawa
Chairman Managing Director & CEO
New Delhi 26th July, 2019

Dividend Distribution Policy

The Company has already laid down the Dividend Distribution Guidelines ('Dividend Guidelines') which were approved by the Board of Directors of the Company ('Board') on 30th October, 2014. The Securities and Exchange Board of India has amended the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') under which the Company is required to formulate a dividend distribution policy.

Pursuant to the aforesaid change in the Listing

Regulations, the Board has approved this Dividend

Distribution Policy ('Policy') of the Company on 23rd March, 2017.

The Company shall declare and pay dividend in accordance with the provisions of the Companies Act, 2013, rules made thereunder and Listing Regulations as amended from time to time.

Following points shall be considered while declaring dividend:

• Consistency with the Dividend Guidelines as laid out by the Board

• Sustainability of dividend payout ratio in future

• Dividend payout ratio of previous years

• Macroeconomic factors and business conditions

Retained earnings are intended to be utilised for:

• Investments for future growth of the business

• Dealing with any possible downturns in the business

• Strategic investment in new business opportunities

The Company currently has only one class of shares i.e. equity shares. As and when it proposes to issue any other class of shares, the policy shall be modified accordingly.

Dividend guidelines

Background: Many shareholders have opined that the Company should provide a dividend policy in the interest of providing greater transparency to the shareholders.

The Board, at the time of approving the annual accounts in each year, also decides the dividend to be paid to the shareholders depending on the context of business in that year. A policy stated by the current Board cannot be binding on future Board. However, the current Board can form a guideline on dividend payout in future in the interest of providing transparency to shareholders.

Board approval

The Board accordingly approved the following guidelines for dividend payment:

The Company would endeavour to keep the Dividend payout ratio, except for reasons to be recorded, within the range of 18% to 40%. The actual dividend for each year would be decided by the Board taking into account the availability of cash, the profit level that year and the requirements of capital investments. 


Mar 31, 2018

Board’s Report

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

Financial Results

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

(Rs, in million)

Particulars

2017-18

2016-17

Total revenue

840,399

795,663

Profit before tax

110,034

99,603

Tax expense

32,816

26,101

Profit after tax

77,218

73,502

Retained Earnings

Balance at the beginning of the year

313,189

250,037

Addition due to amalgamation

-

2,475

Profit for the year

77,218

73,502

Other comprehensive income arising from remeasurement of defined benefit obligation*

(131)

(100)

Payment of dividend on equity shares

(22,656)

(10,573)

Corporate dividend tax paid

(4,612)

(2,152)

Balance at the end of the year

363,008

313,189

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

Financial Highlights

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

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

Dividend

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

Operational Highlights

The operations are exhaustively discussed in the ‘Management Discussion and Analysis’ forming part of the annual report.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the annual report.

A report containing the names of the companies which have become or ceased to become subsidiaries, joint ventures and associates, their performance, financial position and their contribution to the overall performance of the Company as required by the Companies Act, 2013 (‘Act’) is provided as an annexure to the consolidated financial statements and hence are not repeated here for the purpose of brevity. (Form AOC - 1)

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is attached as Annexure - A.

Material Subsidiaries

In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company has a policy for determining material subsidiaries. The policy is available on the website of the Company at https://marutistoragenew.blob.core.windows.net/ msilintiwebpdf/Policy_on_subsidiary_companies.pdf

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

Board Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, five board meetings were held, the details of which are given in the Corporate Governance Report.

Audit Committee

For composition of the audit committee, please refer to the Corporate Governance Report.

Independent Directors

The Company has received declarations of independence in accordance with the provisions of Section 149 of the Act from all the Independent Directors. The details of the familiarization programmes for the Independent Directors are available on the website of the Company at https://marutistoragenew.blob.core. windows.net/msilintiwebpdf/Familiarization_Programme.pdf

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Directors and Key Managerial Personnel (KMP)

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

Risk Management

Pursuant to Regulation 21 of Listing Regulations, the Company has a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has a risk management policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Management Discussion and Analysis (MD&A).

Internal Financial Controls

Internal financial controls have been discussed under ‘CEO/CFO Certification’ in the Corporate Governance Report.

Vigil Mechanism

The Company has in place an established and effective mechanism called the Whistle Blower Policy (Policy). The mechanism under the Policy has been appropriately communicated within the organization. The purpose of this policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

The Chairman of the audit committee is the ombudsperson and direct access has been provided to the employees to contact him through e-mail, post and telephone for reporting any matter.

Related Party Transactions

The Company has a policy on related party transactions which is available on the Company’s website at https://marutistoragenew. blob.core.windows.net/msilintiwebpdf/Policy_on_Related_Party_ Transactions.pdf. In terms of Section 134(3) (h) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, there was no transaction to be reported in Form AOC - 2.

Performance Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The evaluation criteria, inter-alia, covered various aspects of the Board’s functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making. The Board and its committees had been highly effective in achieving their respective charters of monitoring the overall performance of the Company, overseeing the performance of the management and thus overall upholding high standards of corporate governance. The board meetings were well run and the members of the Board acted with sufficient diligence and care.

The performance of individual directors was evaluated on parameters such as level of engagement and contribution to the affairs of the Company including by way of attendance in board/ committee meetings, level of independence of judgment, care undertaken in safeguarding the interest of the Company and its minority shareholders. Considering the high performance of the Company in most spheres and the value delivered to all stakeholders, including customers, shareholders, the community and others, it was apparent that Directors had been diligent, meticulous and faithful in the performance of their duties. The Directors expressed their satisfaction with the evaluation process.

The criteria laid down by the Nomination and Remuneration Committee for evaluation of performance of Independent Directors included, inter-alia, the extent of engagement including attendance at the board/ committee meetings, ability to discharge their duties and provide effective leadership, exercise independence of judgment and safeguarding the interest of all the stakeholders including the minority shareholders.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached as Annexure - B.

Corporate Social Responsibility (CSR)

The annual report on CSR activities containing details of CSR Policy, composition of the CSR committee and other prescribed details are given in Annexure - C.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the period under review, two complaints were received by the ICC.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure - D.

Corporate Governance

The Company has complied with the corporate governance requirements, as stipulated under the various regulations of Listing Regulations. A certificate of compliance by auditors shall form part of the annual report.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s RMG & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit for 2017-18. The report on secretarial audit is attached as Annexure - E. The report does not contain any qualification.

Secreterial Standards

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

Management Discussion and Analysis Report

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

Personnel

As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of the employees are set out in Annexure - F. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Cost Auditors

In accordance with the provisions of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014, M/s R.J. Goel & Co., Cost Accountants, New Delhi (Registration No. 000026) were appointed as the Cost Auditors of the Company to carry out the cost audit for 2018-19.

Auditors

The auditors, M/s Deloitte Haskins & Sells LLP were appointed in the 35th Annual General Meeting and hold their office till the conclusion of the 40th Annual General Meeting.

Crisil Ratings

The Company was awarded the highest financial credit rating of AAA/stable (long term) and A1 (short term) on its bank facilities by CRISIL. The rating underscores the financial strength of the Company in terms of the highest safety with regard to timely fulfillment of its financial obligations.

Quality

The Company was awarded ISO/IEC 27001:2005 certification by STQC Directorate (Standardization, Testing and Quality Certificate), Ministry of Communications and Information Technology, Government of India after re-assessment. In 2015, the certification has been upgraded to 27001:2013.

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

The quality management system of the Company is certified after the ISO 9001:2015 standard. Re-assessment of the quality systems is done at regular intervals and re-certification assessments are done every three years by an accredited third-party agency. The Company has an internal assessment mechanism to verify and ensure adherence to defined quality systems across the Company.

Awards/Recognition/Rankings

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

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

- ‘Company of the year, 2017’ by The Economic Times and Business Standard.

- ‘MNC of the year’ by AIMA at Managing India Awards, 2017.

- ‘Car manufacturer of the year’ by NDTV at NDTV Car and Bike Awa rds.

- ‘Manufacturer of the year’ by Autocar, Times of India, Overdrive and Top Gear.

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

- ‘Corporate Social Responsibility Champion of the Year’ by Motoring World.

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

- ‘Certificate of Appreciation’ for best Corporate Social Responsibility practices by Haryana Government.

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

- ‘PR team of the year’ and ‘HDFC ERGO Safety Award’ by NDTV at NDTV Car and Bike Awards for ‘#PehniKya?’ campaign.

- Gold at ASSOCHAM’s Skilling India Awards, 2017.

- Rajasthan Government Award for employing highest number of youth.

- ‘Best Solution in India’ to the Treasury team at Adam Smith Asia Award 2017.

- Dzire won the following awards:

- ‘Best of 2017’ by Auto X.

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

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

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

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

- Ignis won the following awards:

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

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

- Baleno RS won the award for ‘Hatchback of the year’ by News 18 TV.

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

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

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

Acknowledgment

The Board of Directors would like to express its sincere thanks for the co-operation and advice received from the Government of India, Haryana Government and the Gujarat Government. Your Directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The Board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The Directors are thankful to the members for their continued patronage.

For and on behalf of the Board of Directors

R.C. Bhargava Kenichi Ayukawa

Chairman Managing Director & CEO

New Delhi 27th April, 2018


Mar 31, 2017

The Directors have pleasure in presenting the 36th annual report together with the audited financial statements for the year ended 31st March, 2017.

Financial Results

The Company’s financial performance during the year 2016-17 as compared to the previous year 2015-16 is summarized below:

(Rs. in million)

2016-17

2015-16

Total revenue

795,460

665,156

Profit before tax

99,413

74,437

Tax expense

26,036

20,794

Profit after tax

73,377

53,643

Retained Earnings

Balance at the beginning of the year

250,037

210,116

Profit for the year

73,377

53,643

Other comprehensive income arising from remeasurement of defined benefit obligation*

(100)

(61)

Amount transferred to general reserves

-

(4,571)

Payment of dividend on equity shares

(10,573)

(7,552)

Corporate dividend tax paid

(2,152)

(1,538)

Balance at the end of the year

310,589

250,037

*net of income tax of Rs.58 million (previous year Rs.38 million)

Financial Highlights

The total revenue (net of excise) was Rs.703,146 million as against Rs.589,991 million in the previous year showing an increase of 19 percent. Sale of vehicles in the domestic market was 1,444,541 units as compared to 1,305,351 units in the previous year showing an increase of 11 percent. Total number of vehicles exported was 124,062 units as compared to 123,897 units in the previous year showing an increase of 0.1 percent.

Profit before tax (PBT) was Rs.99,413 million against Rs.74,437 million showing an increase of 34 percent and profit after tax (PAT) stood at Rs.73,377 million against Rs.53,643 million in the previous year showing an increase of 37 percent.

Dividend

The board recommends a dividend of Rs.75 per equity share of Rs.5 each for the year ended 31st March, 2017 amounting to Rs.27,268 million including dividend distribution tax of Rs.4,612 million. The Company has formulated a dividend distribution policy which forms part of the annual report.

Operational Highlights

The operations are exhaustively discussed in the ‘Management Discussion and Analysis’ forming part of the annual report.

Consolidated Financial Statements

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the annual report.

A report containing the names of the companies which have become or ceased to become subsidiaries, joint ventures and associates, their performance, financial position and their contribution to the overall performance of the Company as required by the Companies Act, 2013 (‘Act’) is provided as an annexure to the consolidated financial statements and hence are not repeated here for the purpose of brevity. (Form AOC-1)

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is attached as Annexure - A.

Material Subsidiaries

In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Company has a policy for determining material subsidiaries. The policy is available on the website of the Company at http://www.marutisuzuki.com/policy-on-subsidiary-companies.aspx.

Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

Board Meetings

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, five board meetings were held, the details of which are given in the Corporate Governance Report.

Audit Committee

For composition of the audit committee, please refer to the Corporate Governance Report.

Independent Directors

The Company has received declarations of independence in accordance with the provisions of Section 149 of the Act from all the independent directors. The details of the familiarisation programmes for the independent directors are available on the website of the Company at http://www.marutisuzuki.com/ familiarization-programmes.aspx.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Directors and Key Managerial Personnel (KMP)

Mr. Toshiaki Hasuike ceased to be a Whole-time director with effect from close of business hours of 19th November, 2016. He continues as a non-executive director of the Company.

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 Management Discussion and Analysis (MD&A).

Internal Financial Controls

Internal financial controls have been discussed under ‘CEO/CFO Certification’ in the Corporate Governance Report.

Vigil Mechanism

The Company has in place an established and effective mechanism called the Whistle Blower Policy (Policy).

The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behaviour, actual or suspected fraud within the Company.

The Chairman of the audit committee is the ombudsperson and direct access has been provided to the employees to contact him through e-mail, post and telephone for reporting any matter.

Related Party Transactions

The Company has a policy on related party transactions which is available on the Company’s website at http://www.marutisuzuki. com/policy-on-related-party-transactions.aspx. In terms of Section 134(3) (h) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, there are no transactions to be reported in Form AOC - 2.

Performance Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The evaluation criteria, inter-alia, covered various aspects of the board’s functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the board and effective decision making. The board and its committees had been highly effective in achieving their respective charters and their meetings were well run and the members acted with sufficient diligence and care.

The performance of individual directors was evaluated on parameters such as level of engagement and contribution to the affairs of the Company including by way of attendance in board/committee meetings, level of independence of judgement, care undertaken in safeguarding the interest of the Company and its minority shareholders. All the directors were diligent, meticulous and faithful in the performance of their duties and the Directors expressed their satisfaction with the evaluation process.

The criteria laid down by the Nomination and Remuneration Committee for evaluation of performance of independent directors included, inter-alia, the extent of engagement including attendance at the board/ committee meetings, ability to discharge their duties and provide effective leadership, exercise independence of judgement and safeguarding the interest of all the stakeholders including the minority shareholders.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached as Annexure - B.

Corporate Social Responsibility (CSR)

The annual report on CSR activities containing details of CSR Policy, composition of the CSR committee and other prescribed details are given in Annexure - C.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the period under review, two complaints were received by the ICC out of which one complaint was investigated and closed. The second complaint was received in March, 2017 and is under investigation.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure - D.

Corporate Governance

The Company has complied with the corporate governance requirements, as stipulated under the various regulations of Listing Regulations. A certificate of compliance by auditors shall form part of the annual report.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board appointed M/s RMG & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit for 2016-17. The report on secretarial audit is attached as Annexure - E. The report does not contain any qualification.

Personnel

As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of the employees are set out in Annexure - F. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the company secretary at the registered office of the Company.

Cost Auditors

In accordance with the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, M/s R.J. Goel & Co., Cost Accountants, New Delhi (Registration No. 000026) were appointed as the Cost Auditors of the Company to carry out the cost audit for 2017-18.

Auditors

The auditors, M/s Deloitte Haskins & Sells LLP were appointed in the 35th Annual General Meeting and hold their office till the conclusion of the 40th Annual General Meeting. As per the provisions of Section 139 of the Act, their appointment shall be placed in the forthcoming Annual General Meeting for ratification.

Crisil Ratings

The Company was awarded the highest financial credit rating of AAA/stable (long term) and A1 (short term) on its bank facilities by CRISIL. The rating underscores the financial strength of the Company in terms of the highest safety with regard to timely fulfillment of its financial obligations.

Quality

The Company was awarded ISO/IEC 27001:2005 certification by STQC Directorate (Standardization, Testing and Quality Certificate), Ministry of Communications and Information Technology, Government of India after re-assessment. In 2015, the certification has been upgraded to 27001: 2013.

The Company has established and is maintaining an environment management system. During the year, surveillance audit under IS0-14001 was carried out by M/s AVI, Belgium for the manufacturing plants located at Gurugram and Manesar.

The auditors recommended continuance of IS0-14001 of all manufacturing facilities.

The quality management system of the Company is certified after the ISO 9001:2015 standard. Re-assessment of the quality systems is done at regular intervals and re-certification assessments are done at every three years by an accredited third party agency. The Company has an internal assessment mechanism to verify and ensure adherence to defined quality systems across the Company.

Awards/Recognition/Rankings

Mr. R. C. Bhargava was conferred with prestigious Hall of Fame Award at CNBC TV18’s India Business Leadership Awards. Outlook India Magazine honoured Mr. R. C. Bhargava as one of the 50 greatest CEOs ever. He was featured in the ‘Brilliant’ Category.

Mr. Kenichi Ayukawa was awarded with the best CEO-Multinational Company at the prestigious Forbes India Leadership Awards 2016. He was conferred with Automotive Man of the Year by NDW Car and Bike Awards and also shortlisted best CEO (Large Companies) by Business Today.

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

- Golden Peacock Training Award 2016.

- Dun & Bradstreet Corporate awards in the automobiles category.

- Golden Peacock Award for Occupational Health and Safety 2016 in the automobile category.

- J.D. Power Customer Satisfaction Index for the 17th time.

- ’Handa Golden Key Trophy’ as first prize by Indian Value Engineering Society (INVEST) for excellence in demonstrating value engineering as an organized corporate activity for the financial year 2015-16.

- ’Corporate Excellence-Commendation of Significant Achievement’ Certificate at the prestigious CII-ITC Sustainability Award 2016 for its CSR initiatives.

- ’Vitara Brezza’ got following three awards at the 17th CNBC TV18 overdrive awards:

- Overdrive Car of the year

- Compact SUV of the year

- Viewers’ Choice Car of the year

- Baleno’s next-generation lightweight platform received award for Safety Technology of the year by Indian Automotive Technology and Innovative Awards (IATIA).

- Vitara Brezza bagged ICOTY (Indian Car of the Year) 2017 award.

- Vitara Brezza won three awards - Viewers’ Choice Car of the year 2017, Car of the year 2017 and Compact SUV/ Crossover of the year by Autocar India Awards.

- Vitara Brezza won three prestigious awards at the BTVi’s ‘The Auto Show - Car India & Bike India Awards 2017’.

- Vitara Brezza also received the Domestic Car of the Year award by T3 & Smart Photography - Innovation Technology & Imaging Awards 2017.

- The Company was chosen ‘Star MNC’ at Business Standard Annual Awards 2016.

- Gold Exceed Award 2017 recognizes excellence in Occupational Health and Safety in the automobile sector.

The Company was honoured for achieving high standards of safety, health and environment at workplace.

- Vitara Brezza was declared the ‘Car of the year’ & ’Compact SUV of the year’ at the 9th Times Auto Awards.

- BML Munjal Award 2016 in the category of private sector (manufacturing).

Acknowledgment

The board of directors would like to express its sincere thanks for the co-operation and advice received from the Government of India, Haryana Government and the Gujarat Government.

Your directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The Directors are thankful to the members for their continued patronage.

For and on behalf of the board of directors

R.C. Bhargava Kenichi Ayukawa

Chairman Managing Director & CEO

New Delhi

27th April, 2017


Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the 34th annual report together with the audited financial statements for the year ended 31st March 2015.

FINANCIAL RESULTS

The Company's financial performance during the year 2014-15 as compared to the previous year 2013-14 is summarised below:

( Rs. in million)

Total revenue 508,022 445,235

Profit before tax 48,682 36,585

Tax expense 11,570 8,755

Profit after tax 37,112 27,830

Balance brought forward 173,849 153,043

Impact of revision of useful lives of certain fixed assets (792) -

Profit available for appropriation 210,169 180,873

Appropriations:

General reserve 3,711 2,783

Proposed dividend 7,552 3,625

Corporate dividend tax 1,538 616

Balance carried forward to balance sheet 197,368 173,849

FINANCIAL HIGHLIGHTS

The total revenue (net of excise) was Rs. 508,022 million as against Rs. 445,235 million in the previous year showing an increase of 14 per cent. Sale of vehicles in the domestic market was 1,170,702 units as compared to 1,053,689 units in the previous year showing an increase of 11 per cent. Total number of vehicles exported was 121,713 units as compared to 101,352 units in the previous year showing an increase of 20 percent.

Profit before tax (PBT) was Rs. 48,682 million against Rs. 36,585 million showing an increase of 33 per cent and profit after tax (PAT) stood at Rs. 37,112 million against Rs. 27,830 million in the previous year showing an increase of 33 per cent. Price earning ratio (based on last quoted price on NSE) as on 31st March 2014 and 31st March 2015 was 21.40 and 30.10 respectively.

The Government of India came out with an 'offer for sale' at a price of Rs. 125/- per share in 2003. The market capitalisation as on 31st March 2014 and 31st March 2015 was Rs. 595,400 million and Rs. 1,117,394 million respectively. This is based on market price of the Company's shares (BSE closing) of Rs. 1,971 and Rs. 3,699 as at 31st March 2014 and 31st March 2015 respectively. The share price of the Company increased by 2859 percent as on 31st March 2015 vis-a-vis the price of allotted shares at the time of said offer for sale.

DIVIDEND

The board recommends a dividend of Rs. 25 per equity share of Rs. 5 each for the year ended 31st March 2015 amounting to Rs. 7,552 million.

OPERATIONAL HIGHLIGHTS

The operations are exhaustively discussed in 'Management Discussion and Analysis' forming part of the annual report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting of Interest in Joint Ventures, the audited consolidated financial statements are provided in the annual report.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as annexure to the consolidated financial statement and hence not repeated here for the purpose of brevity. No company has become or ceased to become a subsidiary, joint venture or associate company during 2014-15.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is attached as Annexure A.

MATERIAL SUBSIDIARIES

In accordance with Clause 49(V) (D) of the Listing Agreement, the Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.marutisuzuki.com/ policy -on -subsidiary -companies.aspx.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements.

BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the directors. During the year, six board meetings were held, the details of which are given in the Corporate Governance Report.

AUDIT COMMITTEE

For composition of the audit committee, please refer to the Corporate Governance Report.

INDEPENDENT DIRECTORS

The Company has received declarations of independence in terms of Section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement from all the independent directors.

The details of the familiarisation programmes for the independent directors have been uploaded on the website of the Company at http://www.marutisuzuki.com/familiarisation- programmes.aspx.

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 Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mr. Shigetoshi Torii was appointed as a Whole-time Director designated as Director (Production) with effect from 31st July 2014 to fill the casual vacancy caused by the resignation of Mr. Masayuki Kamiya who resigned as Director (Production) from the close of the business hours of 30th July 2014. Mr. Kamiya resigned as his nomination was withdrawn by Suzuki Motor Corporation. The appointment of Key Managerial Personnel i.e. Managing Director & CEO, Company Secretary and Chief Financial Officer were taken on record with effect from 1st April 2014.

RISK MANAGEMENT

Pursuant to the provisions of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has developed a risk management policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Management Discussion and Analysis (MD&A).

INTERNAL FINANCIAL CONTROLS

Internal financial controls have been discussed under 'CEO/CFO Certification' in the Corporate Governance Report.

VIGIL MECHANISM

The Company already had an established and effective mechanism called the Whistle Blower Policy (Policy). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise a concern about serious irregularities, unethical behaviour, 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 formulated a policy on related party transactions which has been uploaded on the Company's website at http://www. marutisuzuki.com/policy-on-related-party- transactions.aspx. In terms of Section 134(3) (h) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, there are no transactions to be reported in Form AOC 2.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of its committees. The evaluation criteria, inter-alia, covered various aspects of the board's functioning including its composition, attendance of Directors, participation levels, bringing specialised knowledge for decision making, smooth functioning of the Board and effective decision making.

The performance of individual directors was evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, time devoted, etc. The Directors expressed their satisfaction with the evaluation process. The criteria laid down by the Nomination and Remuneration Committee for evaluation of performance of independent directors included, inter-alia, the extent of engagement including attendance at the board/ committee meetings, ability to discharge their duties and provide effective leadership, exercise independence of judgement and safeguarding the interest of all the stakeholders including the minority shareholders.

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of the Nomination and Remuneration Committee, the Board approved a Nomination and Remuneration Policy which is attached as Annexure B.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The composition of the CSR committee, CSR Policy, etc. are given in Annexure C.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the period under review, one complaint was received by the ICC and the same was disposed of.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure D.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under Clause 49 of the Listing Agreement and the certificate of compliance is contained in this annual report.

SECRETARIAL AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s RMG & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit for 2014-15. The report on secretarial audit is attached as Annexure E. The report does not contain any qualification.

PERSONNEL

As required by the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of the employees are set out in Annexure F. However, as per the provisions of Section 136 of the Companies Act, 2013, 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.

AUDITORS

The auditors, M/s Price Waterhouse, Firm Registration Number FRN301112E, Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and being eligible are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013. A certificate has also been obtained from the Auditors to the effect that the Company is in compliance with the conditions of Foreign Direct Investment for the downstream investment made by the Company in subsidiary companies. The auditors' report to the shareholders for the year under review does not contain any qualification.

CRISIL RATINGS

The Company was awarded the highest financial credit rating of AAA/stable (long term) and A1 (short term) on its bank facilities by CRISIL. The rating underscores the financial strength of the Company in terms of the highest safety with regard to timely fulfillment of its financial obligations.

QUALITY

The Company was awarded ISO/IEC 27001:2005 certification by STQC Directorate (Standardisation, Testing and Quality Certificate), Ministry of Communications and Information Technology, Government of India after re-assessment.

The Company has established and is maintaining an information security management system. During the year, re-certification audit under ISO-14001 was carried out by M/s AVI, Belgium for the manufacturing plants located at Gurgaon and Manesar. The auditors recommended re-certification under ISO-14001 of all manufacturing facilities.

The quality management system of the Company is certified against the ISO 9001:2008 standard. Re-assessment of the quality systems is done at regular intervals and re-certification assessments are done at every three years by an accredited third party agency. Recently, the Manesar powertrain plant including the two wheeler engine plant was added in the ISO-9001 certification scope in time with other plants of the Company. Also, the Company has an internal assessment mechanism to verify and ensure adherence to defined quality systems across the Company.

AWARDS/RECOGNITION/RANKINGS

The Company got the following awards/ recognitions/rankings during the year:

* JD Power CSI Study ranked the Company highest.

* Alto emerged as the 'World's Bestselling Small Car' for 2014 and Alto K10 AGS awarded 'Idea of The Year' by BBC Top Gear Magazine.

* Celerio named 'Hatchback of The Year' by NDTV Car & Bike Awards;'Midsize Hatchback of The Year' by Zeeginition Auto Awards 2015; 'Transmission of The Year' and 'Technology of The Year' by Auto Tech Review magazine for the auto gear shift.

* Ciaz named 'Compact Sedan of The Year' by NDTV Car & Bike Awards and 'Sedan of The Year' by Auto Bild Golden Steering Wheel Awards 2015 and 'Best of 2014' by Auto X Magazine Awards.

* 'Manufacturer of the year - 2015' (four wheelers) honored to the Company by CNBC TV18 Overdrive.

* 'Golden Peacock Award' honored to the Company for CSR in the automobile sector and the occupational health and safety for 2014.

* Greentech CSR Award under Platinum category in automobile sector.

ACKNOWLEDGMENT

The board of directors would like to express its sincere thanks for the co-operation and advice received from the Government of India and the Haryana Government. Your directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The directors are thankful to the shareholders for their continued patronage.

For and on behalf of the board of directors

R.C. BHARGAVA KENICHI AYUKAWA Chairman Managing Director & CEO

New Delhi 27th April 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 33rd annual report together with the audited accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The Company''s financial performance during the year 2013-14 as compared to the previous year 2012-13 is summarised below:

(Rs. in million)

2013-14 2012-13

Total revenue 445,235 444,003

Profit before tax 36,585 29,910

Tax expense 8,755 5,989

Profit after tax 27,830 23,921

Balance brought forward 153,043 130,777

Addition on amalgamation - 3,565

Profit available for appropriation 180,873 158,263

Appropriations:

General reserve 2,783 2,392

Proposed dividend 3,625 2,417

Corporate dividend tax 616 411

Balance carried forward to balance sheet 173,849 153,043

FINANCIAL HIGHLIGHTS

The total revenue (net of excise) was Rs. 445,235 million as against Rs. 444,003 million in the previous year showing an increase of 0.28 per cent. Sale of vehicles in the domestic market was 1,053,689 units as compared to 1,051,046 units in the previous year showing an increase of 0.25 per cent. Total number of vehicles exported was 101,352 units as compared to 120,388 units in the previous year.

Profit before tax (PBT) was Rs. 36,585 million against Rs. 29,910 million showing an increase of 22 per cent and Profit after tax (PAT) stood at Rs. 27,830 million against Rs. 23,921 million in the previous year showing an increase of 16 per cent.

DIVIDEND

The Board recommends a dividend of Rs. 12 (twelve) per equity share of Rs. 5 (five) each for the year ended 31st March 2014 amounting to Rs. 3,624,960,720.

OPERATIONAL HIGHLIGHTS

The operations are exhaustively discussed in the report on ''Management Discussion and Analysis'' which forms part of this annual report.

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 fulfllment of its financial obligations.

QUALITY

The Company was again awarded ISO:27001 certification by STQC Directorate (Standardisation, Testing and Quality Certifcate), Ministry of Communications and Information Technology, Government of India after re- assessment. The Company has established and is maintaining an Information Security Management System.

During the year, ISO 14001 Surveillance audit was carried out by M/s AVI Belgium and the Auditors recommended continuation of the ISO 14001

The quality management system of the Company is certified against ISO 9001:2008 Standard. Re-assessment of the quality systems is done at regular intervals and re-certification assessments are done at every 3 years by an accredited third party agency. Also, the Company has an internal assessment mechanism to verify and ensure adherence of Defined quality systems across the Company.

AWARDS/RECOGNITION/RANKINGS

J.D. Power 2013 Customer Satisfaction Index (CSI) Study ranked the Company highest for the 14th time in a row. J.D. Power Special Recognition Excellence Award also honoured to the Company for continuously being number one in customer satisfaction for more than ten years.

J.D. Power SSI Study ranked the Company highest.

Entry Compact Car of the year by J.D. Power IQS - 2013 awarded to Alto 800 and Premium Compact Car of the year by J.D. Power IQS - 2013 awarded to Swift.

Best launch car awarded to Celerio by CNB awards at auto expo 2014.

India Design Mark - Good Design Award 2013 given to Ertiga and Swift Dzire

Best Entry-Level Midsize Car by the India Vehicle Dependability Study for the 3rd time in a row given to Swift Dzire.

Maruti 800 bagged "Hall of Fame" award

Limca Book of World Records - 2014 for highest genuine spare part outlet at Leh

INSSAN honoured the Company with frst position in excellence in suggestion scheme 2013

12th Annual Greentech Safety Award - 2013 for best safety practices and Prsashnsa Patras Award 2013 honoured to the Company.

Platinum Award by Greentech Foundation honoured to the Company for best HR strategy.

SUBSIDIARY COMPANIES AND THEIR ACCOUNTS

The Company''s subsidiaries which were engaged in the business of insurance distribution in the past generated an investment income of Rs. 53.01 million including a dividend income of Rs. 0.32 million and long term capital gain of Rs. 52.69 million through mutual funds

The Company''s subsidiary True Value Solutions Limited has contributed towards smooth operations of business processes and supported the dealerships in enhancing the sale of pre-owned cars under the brand Maruti True Value. It has contributed significantly to the efforts of customer retention by facilitating sale and re-purchase of new cars through exchange and has made significant contribution towards enhancing dealers'' Profitability.

In terms of the general circular dated 8th February 2011 issued by the Government of India, Ministry of Corporate Affairs, the balance sheets, Profit & loss accounts, reports of the Board of Directors and Auditors of the subsidiary companies have not been attached with the balance sheet of the Company. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be available for inspection by any shareholder at the head office of the Company and of the subsidiary companies. Hard copy of details of accounts of subsidiaries shall be furnished to any shareholder on demand. Further, pursuant to Accounting Standard – 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its subsidiaries.

HUMAN RESOURCES DEVELOPMENT

People are the assets and have been instrumental in driving the Company''s performance year on year. Their passion, commitment, sense of ownership and team work has enabled the Company to sustain its leadership position in the challenging market scenario of 2013-14. The Company has always striven to offer a positive, supportive, open and high performance work culture where innovation and risk taking is encouraged, performance is recognised and employees are motivated to realise their true potential.

The Company hired and integrated 904 people into its workforce in the 2013- 14. The Company has 12,547 regular employees out of which 366 are women. The Company is an equal opportunity employer and believes in recognising merit and potential in the selection process. There has been a continuous effort to increase the number of women employees in the organisation to bring diversity in terms of population mix, versatility and value addition.

As in the past, the Company has been investing to strengthen positive employee relations through continuous communication, education, engagement and welfare initiatives. Several new initiatives have been introduced to reinforce people connect and engagement. Focus has also been to provide opportunities to employees to learn and grow within the organisation. These initiatives over the last one and a half year have given very encouraging results. One of the key initiatives in this direction has been umbrella mentoring to hand hold, guide and develop the young workforce. Associates are mentored and guided by supervisors who are trained on coaching, mentoring, relationship building and listening skills. With this initiative a total of 2906 associates have been covered so far by 823 trained mentors across all three plants. Another initiative is the Inbound Training called Nayi Kiran of mixed group of employees (associates, supervisors and managers) is done in series of group activities to build trust and confdence across levels and work together to solve problems creatively. A total of 1628 employees across levels have been covered till date. Also people connect and engagement initiatives like Parivar Milan (family visits to factory), community development initiatives and sports and games have helped in strengthening good relationship and positive team environment. Continuous internal communication, policy sessions, helpdesk and grievance handling forums helped us to strengthen connect with the employees and reach out to the young team members at the shop foor. Employees are also given the latest business and performance information on a regular basis through structured communication meetings.

People development and capability building across functions and levels remained a key focus area to build a strong talent pipeline. The Company continued to invest in enhancing its human capital through building skills and competencies for its employees. The learning eco-system is being transformed by endowing e-learning modules and web based trainings to employees across location through the interactive web studio in the MSIL Training Academy. Special development interventions have been taken to develop women employees in the organisation through leadership workshops and training programs on multitasking and women empowerment.

Apart from capability building interventions employees were educated on health consciousness by organising various health awareness sessions, health talks by senior doctors, periodic medical check-ups. A number of events were organised throughout the year to enhance the awareness level of our employees towards road safety.

With the commencement of the frst phase of Rohtak R & D Centre, the Company posted its frst set of employees at the new, state of the art R & D centre in November 2013. The Company took the necessary measures to ensure a smooth transition of employees to the new location with the right policy enablers in place.

The Company conducted an annual employee engagement / dipstick survey which provides meaningful and actionable feedback to the leaders in the organisation. The feedback of employees is read across several dimensions in the areas such as job satisfaction, leadership, immediate manager effectiveness, work culture and engagement. Feedback from this survey forms the basis of holistic engagement plans, which are reviewed regularly. The engagement scores saw an increase over last year which has been possible due to various engagement initiatives and HR interventions across the organisation. These initiatives helped us control attrition. MSIL maintained an attrition loss of only 2.7 per cent in the year 2013-14 which is much below the industry trends. This has been possible due to a holistic focus on employees in terms of a robust online performance management system, 360 degree feedback process, feedback through assessment and development centres, job rotation policy, training and development opportunities, higher education, multiple career growth tracks offering right impetus for greater motivation and retention.

As part of Corporate Social Responsibility, the Company adopts ITIs (Industrial Training Institute) in order to improve quality of trainings and upgrade the graduates'' skills therein to meet industry requirement and thus contribute to the society with increased employability. 29 ITIs have so far been adopted across 9 states of India. Several aspects of development viz. faculty development, student development as well as industry connect and infrastructural developmental activities are undertaken in these adopted

ITIs. Out of the 29 ITIs adopted, the Company has adopted two women ITIs in Haryana state namely ITI (W) Gurgaon and ITI (W) Jhajjar under its skill development initiative

DIRECTORS

Mr. Toshiaki Hasuike was appointed as Whole time Director designated as Joint Managing Director with effect from 27th April 2013 to fll the casual vacancy caused by resignation of Mr. Tsuneo Ohashi who resigned from the post of Director & Managing Executive officer (Production) from the close of the business hours of 26th April 2013. Mr. Toshihiro Suzuki was appointed as Director with effect from 28th October 2013 to fll the casual vacancy caused by resignation of Mr. Shinzo Nakanishi who resigned from the post of Director from the close of business hours of 27th October 2013. Mr. Masayuki Kamiya was appointed as Director (Production) to fll the casual vacancy caused by resignation of Mr. Keiichi Asai with effect from 28th October 2013 who resigned from the post of Director & Managing Executive officer (Engineering) from the close of business hours of 27th October 2013

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company constituted a CSR committee with Mr. R.C. Bhargava as its Chairman and Mr. Kenichi Ayukawa and Mr. R.P Singh as its members Mr. R.C. Bhargava is Non-Executive Chairman and Mr. R.P. Singh is an Independent Director

INTERNAL COMPLAINTS COMMITTEE (ANTI-SEXUAL HARASSMENT POLICY)

During the period under review, no complaints were received by the Internal Complaints Committee established under the Anti-Sexual Harassment Policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm

That there were no material departures in the applicable accounting standards followed while preparing the annual accounts

Having selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for that period;

Having taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

Having prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A.

PERSONNEL

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in Annexure B to the Directors'' Report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the annual report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard – 21 on Consolidated Financial Statements read with Accounting Standard – 23 on Accounting for Investments in Associates in and Accounting Standard - 27 on Financial Reporting of Interest in Joint Ventures, the audited consolidated financial statements are provided in the annual report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certifcate of compliance is contained in this annual report.

AUDITORS

The Auditors, M/s Price Waterhouse, Firm Registration Number FRN301112E, Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certifcate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 139(1) of the Companies Act, 2013. A certifcate has also been obtained from the Auditors to the effect that the Company is in compliance with the conditions of Foreign Direct Investment for the downstream investment made by the Company in subsidiary companies.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s R. J. Goel & Co., Cost Accountants, as the Cost Auditors under Section 148 of the Companies Act, 2013 read with the rule 14 of the Companies (Audit and Auditors) Rules, 2014 for the audit of the cost accounts for the motor vehicles business for the year ending on 31st March 2015. The cost audit report for the financial year 2012-13 was fled with the Ministry of Corporate Affairs on 30th September 2013.

ACKNOWLEDGMENT

The Board of Directors would like to express its sincere thanks for the co- operation and advice received from the Government of India and the Haryana Government. Your Directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The Board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The Directors are thankful to the shareholders for their continued patronage.

For and on behalf of the Board of Directors

Kenichi Ayukawa R.C. Bhargava

Managing Director & CEO Chairman

New Delhi 21st May 2014


Mar 31, 2013

The directors have pleasure in presenting the 32nd annual report together with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The Company''s financial performance during the year 2012-13 as compared to the previous year 2011-12 is summarised below: (Rs. in million)

2012-13 2011-12

Total revenue 444,003 364,139

Profit before tax 29,910 21,462

Tax expense 5,989 5,110

Profit after tax 23,921 16,352

Balance brought forward 130,777 118,578

Addition on amalgamation 3,565 -

Profit available for appropriation 158,263 134,930

Appropriations:

General reserve 2,392 1,635

Proposed dividend 2,417 2,167

Corporate dividend tax 411 351

Balance carried forward to balance sheet 153,043 130,777

FINANCIAL HIGHLIGHTS

The total revenue (net of excise) was Rs. 444,003 million as against Rs. 364,139 million in the previous year showing an increase of 22 per cent. Sale of vehicles in the domestic market was 1,051,046 units as compared to 1,006,316 units in the previous year showing an increase of 4 per cent. Total number of vehicles exported was 120,388 units as compared to 127, 379 units in the previous year.

Profit before tax (PBT) was Rs. 29,910 million against Rs. 21,462 million showing an increase of 39 per cent and profit after tax (PAT) stood at Rs. 23,921 million against Rs. 16,352 million in the previous year showing an increase of 46 per cent.

DIVIDEND

The board recommends a dividend of Rs. 8 (eight) per equity share of Rs. 5 each for the year ended 31st March 2013 amounting to Rs. 2,417 million.

OPERATIONAL HIGHLIGHTS

The operations are exhaustively discussed in the report on ''Management Discussion and Analysis'' which forms part of this annual report.

CRISIL RATINGS

The Company was awarded the highest financial credit rating of AAA/stable (long term) and A1 (short term) on its bank facilities by CRISIL. The rating underscores the financial strength of the Company in terms of the highest safety with regard to timely fulfillment of its financial obligations.

QUALITY

The Company was again awarded

ISO:27001 certification by STOC Directorate (Standardisation, Testing and Quality Certificate), Ministry of Communications and Information Technology, Government of India after re-assessment. The Company has established and is maintaining an Information Security Management System.

During the year, ISO 14001 Surveillance audit was carried out by M/s AVI, Belgium and the auditors recommended continuation ofthe ISO 14001.

The quality management system of the Company is certified against ISO 9001:2008 Standard. Re-assessment ofthe quality systems is done at regular intervals and re-certification assessments are done at every 3 years by an accredited third party agency. Also, the Company has an internal assessment mechanism to verify and ensure adherence of defined quality systems across the Company.

AWARDS/RECOGNITION/ RANKINGS

J. D. Power Asia Pacific 2012 Customer Satisfaction Index (CSI) Study ranked the Company highest for the 13th time in a row.

Golden Peacock Award - 2012 for occupational health and safety in automobile sector.

Golden Peacock Award - 2012 for sustainability.

Some of the awards given to Ertiga were:

MUV ofthe year by Car India Awards

- MPV of the year by ET Zigwheels, Autocar India and BS Motoring 2013

Compact SUV for the year by CNBC Overdrive

- Top Gear family car of the year

Some of the awards given to Alto 800 were:

- Entry Hatchback Car of the Year 2012 by NDTV CNBC Awards 2013 Entry-level Hatchback Car of the Year by ET Zigwheels Awards 2012

- Best Value for Money Car of the year by Autocar Awards2013

Compact Car of the year by CNBC Overdrive

- Viewers Choice by CNBC Overdrive

Some of the awards given to Swift

DZire were:

- Compact Sedan of the year 2013

Compact Sedan of the year by Car India

Midsized Car of the year by CNBC Overdrive

The Company ranked third in the list of 100 most successful and influential companies in India listed by TLG Partners, London.

Mr. R. C. Bhargava, Chairman was awarded the Automobile Person of the Year 2013 by NDTV Profit.

SUBSIDIARY COMPANIES AND THEIR ACCOUNTS

The Company''s subsidiaries which were engaged in the business of insurance distribution in the past generated an investment income of Rs. 141.75 million including a dividend income of Rs. 8.93 million and long term capital gain of Rs. 132.82 million through mutual funds.

The Company''s subsidiary ''True Value Solutions Limited'' has contributed towards smooth operations of business processes and supported the dealerships in enhancing the sale of pre-owned cars under the brand Maruti True Value. It has contributed significantly to the efforts of customer retention by facilitating sale and re-purchase of new cars through exchange and has made significant contribution towards enhancing dealers'' profitability.

In terms of the general circular dated 8th February 2011 issued by the Government of India, Ministry of Corporate Affairs, the balance sheets, profit & loss accounts, reports of the board of directors and auditors of the subsidiary companies have not been attached with the balance sheet of the Company. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be available for inspection by any shareholder at the head office of the Company and of the subsidiary companies. Hard copy of details of accounts of subsidiaries shall be furnished to any shareholder on demand. Further, pursuant to Accounting Standard - 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its subsidiaries.

AMALGAMATION

During the year under review, Suzuki Powertrain India Limited (SPIL) was amalgamated with and into the Company vide the order of the Hon''ble High Court of Delhi dated 29th January 2013. The order was filed with the Registrar of Companies, Ministry of Corporate Affairs on 17th March 2013. The appointed date of amalgamation was 1st April 2012. Pursuant to the scheme of amalgamation, 1,3170,000 equity shares of Rs. 5/- each were allotted to Suzuki Motor Corporation on 29th March 2013 and the paid up equity capital stands increased to Rs. 1,510 million.

HUMAN RESOURCE DEVELOPMENT

To have a sustainable competitive advantage in the new knowledge economy, learning is a key catalyst for an organisation''s survival and success. The Company, therefore, provided tremendous learning and development opportunities to its employees, starting from induction and orientation program for all the new joinees to regular training programs to develop and enhance the skill levels (functional and behavioral) for all the employees. The training programs varied and were tailored according to the business requirements, employee needs at various levels and are designed with the help of a thorough and well structured process of need identification connected to the business demands. The Company''s annual training calendar encompassed training programs for all categories of employees i.e. associates, supervisors and junior, middle, senior and top management level. To ensure a well rounded development of all the employees, the training calendar comprised of behavioral, functional, safety and environment trainings.

In 2012 -13, a total of 48,300 man-days of training were conducted for the employees across all the levels. This translates to an average of 5.15 days of training per employee.

The functional and technical trainings formed an important part of the Company''s annual training calendar as they are directly linked with the employees'' role and on the job performance. These trainings were imparted by in-house subject matter experts as well as by identified external trainers.

Some of the functional trainings imparted internallyare 3G,3K,5S, Design Failure Mode Effects Analysis (DFMEA), environment, product training and Quality Control (OC) tools. Examples of few functional trainings which are done by external trainers are finance for non-finance, six sigma, project management, inventory and warehouse management, world class manufacturing practices, auto cad, MS excel, etc.

The behavioral trainings also formed a considerable portion of the training calendarand included trainings on subjects like negotiation skills, problem solving and decision making skills, presentation and communications skills, conflict management and resolution, assertiveness and self confidence, time management and multi tasking skills, leading effectively, inter personal relationships, personal effectiveness, work life balance, team working, competency based interviewing skills, etc.

Workshops were designed specifically for the women employees to help them understand challenges at work woman, managing perceptions, expectations and disappointments, self-esteem, balancing work and home and managing stress.

The Company also provided higher education schemes for its employees. It helped not only to groom and retain the high potential young managers but also enabled employees to fulfill their career enhancement aspirations, while still working in the organisation. The scheme included programs like - executive MBA (full time and part time) at select campuses. The scheme was available for employees at levels of assistant managers to managers.

DIRECTORS

Mr. Amal Ganguli, Mr. Keiichi Asai and Mr. D. S. Brar, Directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment. Mr. M. S. Banga, Independent Director resigned from the board of the Company with effect from close of business hours of 26th October 2012. Mr. R. P. Singh was appointed as an Independent Director in the casual vacancy caused bythe resignation of Mr. M.S. Banga. Mr. Shinzo Nakanishi retired from the post of MD & CEO of the Company with effect from close of business hours of 31st March 2013. Mr. Kenichi Ayukawa was appointed as the MD & CEO of the Company with effect from 1st April 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm:

a) that there were no material departures in the applicable accounting standards followed while preparing the annual accounts;

b) having selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) having taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) having prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A.

PERSONNEL

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in Annexure B to the Directors'' Report. However, as per the provisions of section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting for Interest in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this Annual Report.

AUDITORS

The auditors, M/s Price Waterhouse, Firm Registration Number FRN301112E, Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (IB) of the Companies Act, 1956.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s R. J. Goel & Co., cost accountants, as the cost auditors under section 233B of the Companies Act, 1956 for the audit of the cost accounts for the motor vehicles business for the year ending on 31st March 2014. The extended due date of filing the cost audit report for the financial year 2011-12 in ''Extended Business Reporting Language'' (XBRL) format with the Ministry of Corporate Affairs was 28th February 2013. This report was filed within the stipulated time on 18th January 2013.

ACKNOWLEDGMENT

The board of directors would like to express its sincere thanks for the co-operation and advice received from the Government of India and the Haryana Government. Your directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The directors are thankful to the shareholders for their continued patronage.

For and on behalf of the board of directors

KENICHI AYUKAWA R.C. BHARGAVA

Managing Director Chairman & CEO

New Delhi

26th April 2013


Mar 31, 2012

The directors have pleasure in presenting the 31st annual report together with the audited accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Company's financial performance during the year 2011-12, as compared to the previous year 2010-11 is summarised below:

(Rs. in million)

Particulars 2011-2012 2010-2011

Total revenue 364,139 371,272

Profit before tax 21,462 31,088

Tax expense 5,110 8,202

Profit after tax 16,352 22,886

Balance brought forward 118,578 100,499

Profit available for appropriation 134,930 123,385

Appropriations:

General reserve 1,635 2,289

Proposed dividend 2,167 2,167

Corporate dividend tax 351 351

Balance carried forward to balance sheet 130,777 118,578

FINANCIAL HIGHLIGHTS

The total revenue (net of excise) was Rs. 364,139 million as against Rs. 371,272 million in the previous year showing a marginal decline of 1.92 per cent. Sale of vehicles in the domestic market was 1,006,316 units as compared to 1,132,739 units in the previous year. Total number of vehicles exported was 127,379 as compared to 138,266 in the previous year.

Profit before tax (PBT) was Rs. 21,462 million against Rs. 31,088 million and profit after tax (PAT) stood at Rs. 16,352 million against Rs. 22,886 million in the previous year.

DIVIDEND

The board recommends a dividend of Rs. 7.50 per equity share of Rs. 5 each for the year ended 31st March 2012 amounting to Rs. 2167 million.

OPERATIONAL HIGHLIGHTS

The operations are exhaustively discussed in the report on 'Management Discussion and Analysis' which forms part of this annual report.

CRISIL RATINGS

The Company has been 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 again been awarded ISO :27001 certification by STQC Directorate (Standardisation, Testing and Quality Certificate), Ministry of Communications and Information Technology, Government of India after re-assessment. The Company is thus certified to meet international standards for maintaining information security.

During the year, ISO 14001 re-certification audit was carried out by M/s AVI, Belgium and the auditors renewed the ISO 14001 certificate till 2014.

The quality management system of the Company is certified against ISO 9001:2008 standard. Re-assessment of the quality systems are done at regular intervals by an accredited third party agency.

AWARDS/RECOGNITION/RANKINGS

- J D Power Customer Satisfaction Index (CSI) Study ranked the Company highest for the 12th time in a row.

- J D Power Asia Pacific 2011 India Vehicle Dependability Study ranked Zen Estilo and Swift DZire as the 'most dependable cars'.

- JD Power IQS ranked Zen Estilo and Swift DZire highest in the 'compact' and 'entry midsize' segment respectively.

- J D Power APEAL Study 2011 ranked Alto and Zen Estilo highest in the 'compact' segment. Swift DZire received an award in the 'entry midsize car' segment for a fourth consecutive year.

- CNBC TV 18 Overdrive awarded 'Compact Car of the year 2012' to new Swift.

- NDTV CNB's 'Premium hatchback of the year' awarded to new Swift.

- BBC India Top Gear's 'Small car of the year 2011' awarded to new Swift.

- ICOTY 2012 'Indian Car of the Year 2012' awarded to new Swift.

- Bloomberg UTVi's 'Compact Car of the Year' awarded to new Swift.

Mr. R. C. Bhargava, Chairman was bestowed with 'The Order of the Rising Sun, Gold and Silver Star' by His Majesty Emperor Akihito of Japan.

SUBSIDIARY COMPANIES AND THEIR ACCOUNTS

The Company's subsidiaries which were engaged in the business of insurance distribution in the past generated an investment income of Rs. 163.80 million including a dividend income of Rs. 28.65 million and long term capital gain of Rs. 129.13 million through mutual funds.

The Company's subsidiary 'True Value Solutions Limited' has contributed towards smooth operations of business processes and supported the dealerships in enhancing the sale of certified pre-owned cars under the brand 'Maruti True Value'. It has contributed significantly to the efforts of customer retention by facilitating sale and re-purchase of new cars through exchange and has made significant contribution towards enhancing dealers' profitability.

In terms of the general circular dated 8th February 2011 issued by the Government of India, Ministry of Corporate Affairs, the balance sheets, profit & loss accounts, reports of the board of directors and auditors of the subsidiary companies have not been attached with the balance sheet of the Company. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be available for inspection by any shareholder at the head office of the Company and of the subsidiary companies. Hard copy of details of accounts of subsidiaries shall be furnished to any shareholder on demand. Further, pursuant to Accounting Standard - 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its subsidiaries.

HUMAN RESOURCE DEVELOPMENT

The Company provides tremendous learning and development opportunities to its employees starting from induction and orientation when a new employee joins the Company. The Company believes that to have a sustainable competitive advantage in the new knowledge economy, learning would be the key catalyst for an organisation's survival and success. The Company's extensive training calendar encompasses training programs for all categories of employees i.e. associates, supervisors and those at junior, middle, senior and top management level. To have a well rounded development of employees, the training calendar comprises of behavioral, functional and safety trainings. The training programmes vary according to the need of the employees at various levels and business requirements and are designed after doing a thorough process of three stage need identification.

In 2011 - 12, a total of 47,000 man-days of training were conducted for employees across all the levels. This translates to an average of 5.15 days of training per employee.

Functional and technical trainings form an important part of the Company's annual training calendar as they are directly linked with employees' on the job performance. These trainings are imparted by in-house subject matter experts as well as by external trainers. Some of the functional trainings imparted internally are 3G, 3K, 5S, DFMEA and QC tools. Few functional trainings which are being done by external trainers are finance for non-finance, six sigma, project management, inventory & warehouse management, world class manufacturing practices, auto cad, MS excel, etc.

Behavioral trainings also form a considerable portion of the training calendar and include trainings like negotiation skills, problem solving & decision making skills, presentation & communication skills, conflict management & resolution, assertiveness & self confidence, time management & multi tasking skills, leading effectively, inter personal relationships, etc.

The Company also has higher education schemes for its employees. It helps not only to groom and retain high potential young managers but also enables employees to fulfill their career enhancement aspirations. The scheme includes programs like - executive MBA (full time and part time) at select campuses. The scheme is available for employees at levels of assistant managers to managers and is guided by eligibility and selection criteria.

DIRECTORS

Mr. R. C. Bhargava, Mr. Kazuhiko Ayabe and Ms. Pallavi Shroff, directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment. Mr. Shuji Oishi resigned from the post of Director and Managing Executive Officer (Marketing & Sales) with effect from the close of the business hours of 27th April 2012. Mr. Kazuhiko Ayabe was appointed as Director and Whole-time Director designated as Director & Managing Executive Officer (Supply Chain) with effect from 28th April 2012 subject to the approval of the shareholders in general meeting to fill the casual vacancy caused by the resignation of Mr. Shuji Oishi. Mr. Kinji Saito was appointed as an Additional Director and he holds office upto the date of the 31st annual general meeting of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm:

a) that there were no material departures in the applicable accounting standards followed while preparing the annual accounts;

b) having selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) having taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) having prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A.

PERSONNEL

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in Annexure B to the Directors' Report. However, as per the provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the annual report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting for Interest in Joint Ventures, the audited consolidated financial statements are provided in the annual report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this annual report.

AUDITORS

The auditors, M/s Price Waterhouse, Firm Registration Number FRN301112E, Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s R. J. Goel & Co., cost accountants, as the cost auditors under section 233B of the Companies Act, 1956 for the audit of the cost accounts for the motor vehicles business for the year ending on 31st March 2013. The due date of filing the cost audit report for the financial year 2010-11 was 30th September 2011. This report was filed on 13th September 2011 with the Ministry of Corporate Affairs.

ACKNOWLEDGMENT

The board of directors would like to express its sincere thanks for the co-operation and advice received from the Government of India and the Haryana Government. Your directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The directors are thankful to the shareholders for their continued patronage.

For and on behalf of the board of directors

Shinzo Nakanishi R. C. Bhargava

Managing Director & CEO Chairman

New Delhi

29th May 2012


Mar 31, 2011

Dear Members,

The directors have pleasure in presenting the 30th annual report together with the audited accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The Company’s performance during the year is summarised below:

(Rs. in Million)

2010-11 2009-10

Gross total income 375,224 301,232

Profit before tax 31,088 35,925

Tax expense 8,202 10,949

Profit after tax 22,886 24,976

Balance brought forward 100,499 80,042

Profit available for appropriation 123,385 105,018

Appropriations:

General reserve 2,289 2,498

Proposed dividend 2,167 1,733

Corporate dividend tax 351 288

Balance carried forward to balance sheet 118,578 100,499

FINANCIAL HIGHLIGHTS

The gross revenue (net of excise) of the Company was Rs. 375,224 million as against Rs. 301,232 million in the previous year showing a growth of 24.6 per cent. Sale of vehicles in the domestic market increased to 1,132,739 units as compared to 870,790 units in the previous year showing a growth of 30.1 per cent. Total number of vehicles exported was 138,266 as compared to 147,575 last year.

Earnings before interest, depreciation, tax and amortisation (EBIDTA) was Rs. 41,467 million against Rs. 44,510 million in the previous year.

Profit before tax (PBT) was Rs. 31,088 million against Rs. 35,925 million in the previous year and profit after tax (PAT) stood at Rs. 22,886 million against Rs. 24,976 million in the previous year.

DIVIDEND

The board recommends a dividend of Rs. 7.50 per equity share of Rs. 5 each for the year ended 31st March 2011 amounting to Rs. 2,167 million.

CRISIL RATINGS

The Company has been awarded the highest financial credit rating of AAA/stable (long term) and P1 (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 again been awarded ISO:27001 certification by STQC Directorate (Standardisation, Testing and Quality Certificate), Ministry of Communications and Information Technology, Government of India after re-assessment. The Company is thus certified to meet international standards for maintaining information security.

The Company’s plants at Gurgaon and Manesar are ISO:14001:2004 certified. During the year, AIB-Vincotte International Ltd, Brussels, Belgium conducted surveillance audit and recommended continuation of the certification.

The quality management system of the Company is certified against ISO 9001:2008 standard. Re-assessment of the quality systems are done at regular intervals by an accredited third party agency.

HIGHLIGHTS OF OPERATIONS

The operations during the year are exhaustively discussed in the report on ‘Management Discussion and Analysis’ which forms part of this annual report.

AWARDS/RECOGNITION HONOURED

Business Standard India’s Company of the year 2011 award

Ranked amongst the top 10 most admired companies by

Wall Street Journal 11th time in a row, the Company ranked highest in JD

Power Asia Pacific 2010 India Customer Service Index

(CSI) study

Ranked highest in JD Power Sales Satisfaction Index (SSI)

NASSCOM and CNBC TV 18 IT user award

CII/ITC Significant Achievement in Sustainability Award

Mobile Marketing Association (MMA) Asia Pacific and the Global Awards for its digital campaign – ‘Sports Sponsorship goes mobile’. The Company is the first advertiser from India to win this award

Ranked one in JD Power Initial Quality Study 2010 for its model - Dzire

CNBC-TV18 award 2011 for Manufacturer of the year

Autocar awards 2011

z Compact car of the year 2011 –WagonR

z Best variant of the year – Alto K10

Corporate campaign ‘Kitna Deti Hai’ rated amongst the best campaigns of the year 2010 by CNBC-TV18’s program on advertising and marketing

JD Power Automotive Performance Execution and Layout (APEAL) study - ‘Dzire’ was winner three times in a row

Car of the year (COTY) award for ‘WagonR’ at entry level mini car category.

NHRDN (National HRD Network) Trailblazer Award 2010 for HRD Excellence

Car India

z Best automobile manufacturer of the year 2010

z “Hall of Fame” award for single handedly changing the face of Indian automobile industry

Alto ranked no. 1 in TNS four-wheeler Total Customer Satisfaction (TCS) Study

Mr. R. C. Bhargava, Chairman was also conferred with the Economic Times Lifetime Achievement Award for Corporate Excellence.

SUBSIDIARY COMPANIES AND THEIR ACCOUNTS

The Company’s subsidiaries - Maruti Insurance Business Agency Limited, Maruti Insurance Distribution Services Limited, Maruti Insurance Agency Solutions Limited, Maruti Insurance Agency Network Limited, Maruti Insurance Agency Services Limited and Maruti Insurance Agency Logistics Limited generated a total income of Rs. 457.7 million which includes dividend income of Rs. 22.2 million earned from investments in mutual funds. Profit before tax (PBT) was Rs. 199.9 million. During 2010-11, total 6.57 lac policies were issued.

The Company’s subsidiary ‘True Value Solutions Limited’ has contributed towards smooth operations of business processes and supported the dealerships in enhancing the sale of certified pre-owned cars under the brand ‘Maruti True Value’. It has contributed significantly to the efforts of customer retention by facilitating re-purchase of new cars and has made significant contribution towards enhancing dealers’ profitability.

In terms of the general circular dated 8th February 2011 issued by Government of India, Ministry of Corporate Affairs, copy of the balance sheets, profit & loss accounts, reports of the board of directors and auditors of the subsidiary companies have not been attached with the balance sheet of the Company. Annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the Company and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be available for inspection by any shareholder at the head office of the Company and of the subsidiary companies concerned. Hard copy of details of accounts of subsidiaries shall be furnished to any shareholder on demand. Further, pursuant to Accounting Standard AS – 21 issued by the Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its subsidiaries.

HUMAN RESOURCE DEVELOPMENT

The Company provides tremendous learning and development opportunities to its employees starting from induction. The Company truly believes that to have a sustainable competitive advantage in the new knowledge economy, learning would be the key catalyst for an organisation’s survival and success. The Company’s extensive training calendar covers all categories of employees i.e. associates, supervisors, junior, middle, senior and top management. To have a well rounded development of employees, the calendar comprises of behavioral training, functional training and safety training.

In FY2010-11, total of 52,908 man-days of training was conducted for employees across all the levels. This translates to 6.14 days of training per employee. The training programmes vary according to the need of the employees at various levels and are designed after doing a detailed training need identification process.

Functional and technical trainings form a major part of the Company’s annual training calendar as they are directly linked with employees on the job performance. These trainings are imparted both by in-house subject matter experts as well as by external trainers. Some of the functional trainings imparted internally are 3G, 3K, 5S, PFMEA, QC tools. Functional trainings done by external trainers – finance for non-finance, six sigma, project management, inventory and warehouse management, Autocad and MS Excel.

Behavioral trainings also form a chunk of the training calendar and include trainings like – negotiation skills, problem solving and decision making skills, presentation and communications skills, conflict management and resolution, assertiveness and self confidence, time management and multi tasking skills.

A series of leadership training interventions have been carried out to further enhance and develop middle, senior and top management levels. Some of these are department heads training, department heads roundtable, divisional heads training, top management retreat, guest lecture series, training for divisional heads based on the gaps identified in the 360 degree process. The Company also has higher education schemes for its employees. It would help not only to groom and retain high potential young managers but also enable employees to fulfill their career enhancement aspirations. The scheme includes programs like – executive MBA full time and MBA part time. The scheme is applicable for assistant managers to managers and has eligibility and selection criteria.

DIRECTORS

Mr. Tsuneo Ohashi, Mr. Keiichi Asai and Mr. Amal Ganguli, directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re-appointment. Mr. Shinzo Nakanishi was re-appointed as Managing Director & CEO for a further period of three years. Mr. Tsuneo Ohashi and Mr. Keiichi Asai were re-appointed as whole-time directors designated as Director & Managing Executive Officer (Production) and Director & Managing Executive officer (Engineering) respectively for a further period of three years.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your directors confirm:

a) that there were no material departures in the applicable accounting standards followed while preparing the annual accounts

b) having selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period

c) having taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) having prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure A.

PERSONNEL

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in Annexure B to the Directors’ Report. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the annual report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard – 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting for interest in Joint Ventures, the audited consolidated financial statements are provided in the annual report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreement and the stipulated certificate of compliance is contained in this annual report.

AUDITORS

The auditors, M/s Price Waterhouse, Firm Registration Number FRN301112E, Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s R. J. Goel & Co., cost accountants, as the cost auditors under section 233B of the Companies Act, 1956 for the audit of the cost accounts for the motor vehicles business for the year ending 31st March 2012. The due date of filing the cost audit report for the financial year 2009-10 was 30th September 2010. This report was filed on 14th September 2010 with the Ministry of Corporate Affairs.

ACKNOWLEDGMENT

The board of directors would like to express its sincere thanks for the co-operation and advice received from the Government of India and the Haryana Government. Your directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The directors are thankful to the shareholders for their continued patronage.

For and on behalf of the board of directors

Shinzo Nakanishi R.C. Bhargava

Managing Director & CEO Chairman

New Delhi 31st May 2011


Mar 31, 2010

The directors have pleasure in presenting the 29th annual report together with the audited accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The Companys performance during the year is summarized below:

(Rs. in million)

2009-10 2008-09

Cross total income 301.198 214,538

Profit before tax 35,925 16,758

Ta» expense 10,949 4.571

Profit after tax 24,976 12,187

Balance brought forward 80.042 70,257

Profit available for appropriation 105.018 82,444

Appropriations:

General reserve 2.498 1,219

Proposed dividend 1,733 1,011

Corporate dividend tax 288 172

Balance carried forward to balance sheet 100,499 80,042

FINANCIAL HIGHLIGHTS

The gross revenue (net of excise) of the Company for the year was Rs. 301,198 million as against Rs. 214,538 million in the previous year showing growth of 40%. Sales of vehicles in the domestic market increased to 870,790 as compared to 722,144 in the previous year showing a growth of 21%. Exports of vehicles grew at an impressive rate of 111% from 70,023 to 147,575 in the current year. The overall growth was 29%.

Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs. 44,510 million against Rs. 24,333 million in the previous year.

Profit before tax (PBT) stood at Rs. 35,925 million against Rs. 16,758 million in the previous year and profit after tax (PAT) stood at Rs. 24,976 million against Rs. 12,187 million in the previous year.

DIVIDEND

The board recommends a dividend of Rs. 6.00 per equity share of Rs. 5.00 each for the year ended 31st March 2010 amountingtoRs.1733 million.

CRISIL RATINGS

The Company has been awarded the highest financial credit rating of AAA/stable (long term) and P1+ (short term) on its bank facilities by CRISILThe 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 again been awarded ISO:27001 certification by STQC Directorate (Standardization,Testing & Quality Certificate), Ministry of Communications and Information Technology, Government of India after re- assessment. The Company is thus certified to meet international standards for maintaining information security.

The Companys plants at Curgaon and Manesar are ISO: 14001:2004 certified. During the year, AIB-Vincotte International Ltd., Brussels, Belgium conducted surveillance audit and recommended continuation of the certification.

The quality management system of the Company is certified against ISO 9001:2000 standard. Re-assessment of the quality systems are done at regular intervals by an accredited third party agency.

HIGHLIGHTS OF OPERATIONS

The operations during the year are exhaustively discussed in the report on Management Discussion and Analysis which forms part of this annual report.

AWARDS/RECOGNITION

The Company won the following awards/recognition during the year under review:

- A- Star has been rated as No.1 environment friendly small car by Germanys prestigious VCD environmental car rating;

- Manufacturer of the year award by CNBC overdrive;

- Ritz has been awarded as the hatchback car of the year by autocar UTVi and car of the year by Business Standard Motoring;

- National award for excellence in corporate governance by Institute of Company Secretaries of India;

- CII-ITC sustainability award 2009 for strong commitment to sustainability;

- Golden peacock awardfor environmental initiatives;

- Gurgaon plant has been awarded the gold award by EconomicTimes India Manufacturing Excellence Awards (IMEA).

SUBSIDIARY COMPANIES AND THEIR

ACCOUNTS

The Companys six subsidiaries i.e. Maruti Insurance Business Agency Limited, Maruti Insurance Distribution Services Limited, Maruti Insurance Agency Solutions Limited, Maruti Insurance Agency Network Limited, Maruti Insurance Agency Services Limited and Maruti Insurance Agency Logistics Limited are engaged in the business to sell motor insurance policies to owners of Maruti Suzuki vehicles.

In 2009-10, the Maruti Insurance business generated a total income of Rs. 1349.88 million which includes dividend income of Rs. 46.10 million earned from investments in mutual funds. Profit before tax (PBT) for 2009-10 was Rs. 635.49 million. In March 2010, Maruti Insurance business achieved the landmark figure of 10 million policies on a cumulative basis since the inception of business in year 2002. 0.81 million new policies and 1.76 million renewals were issued duringtheyear 2009-10.

The Companys subsidiary True Value Solutions Limited has contributed towards smooth operations of business processes and supported the dealerships in enhancing the sale of certified pre-owned cars under the brand Maruti True Value. It has contributed significantly to the efforts of customer retention by facilitating re-purchase of new cars and has made significant contribution towards enhancing dealers profitability.

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copy of the balance sheets, profit & loss accounts, reports of the board of directors and auditors of the subsidiary companies have not been attached with the balance sheet of the Company. These documents will be made available upon request by any investor of the Company or subsidiary companies and shall be kept for inspection by any investor at the registered office of the Company. However, as directed by the Central Government, the financial data of the subsidiaries have been furnished under "Financial Statement of Subsidiary Companies" forming part of the annual report. Further, pursuant to Accounting Standard AS - 21 issued by the institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial information of its subsidiaries.

HUMAN RESOURCE DEVELOPMENT

The Company has always focused on employees development. A total of 46200 man-days of training were conducted for employees across all levels during the year.

The training programmes vary according to the need of the employees at various levels. Based on the behavioral traits, some of the trainings introduced in 2009-10 were changing mindset-changing lives; being the best; emotional intelligence; planning organizing problem solving; assertiveness & self confidence and conflict management. Some of the trainings based on technical needs include market research; capital budgeting; risk management & hedging; unigraphics; business simulation games; inhouse quiz; cost management; taxation; motion & time study; design failure mode effect analysis and geometric designing & tolerancing. Training for leader ship traits include departmental heads convention; divisional head training and director re-treat.

The Company also has higher education schemes for its employees.

DIRECTORS

Mr. Kenichi Ayukawa, Mr. D.S.Brarand Mr. M.S.Banga, directors of the Company, retire by rotation at the ensuing annual general meeting and being eligible, offer themselves for re- appointment.

DIRECTORS" RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956,your directors confirm:

a) that there were no material departures in the applicable accounting standards followed while preparing the annual accounts;

b) having selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) having taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) having prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as AnnexureA.

PERSONNEL

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in Annexure B to the Directors Report. However, as per the provisions of section 219(1 )(b)(iv) of the Companies Act, 1956. the annual report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

in accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting for interest in Joint Ventures, the audited consolidated financial statements are provided in the annual report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under clause 49 of the listing agreements and the stipulated certificate of compliance is contained in this annual report.

AUDITORS

The auditors, M/s Price Waterhouse, Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting and are recommended for re-appointment. A certificate from the auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 224 (1B) of the Companies Act, 1956.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s R. J. Coel & Co., Cost Accountants, as the cost auditors under section 233B of the Companies Act, 1956 for the audit of the cost accounts for the motor vehicles business for the year ending31st March 2011.

ACKNOWLEDGMENT

The board of directors would like to express its sincere thanks for the co-operation and advice received from the Government of India and the Haryana Government. Your directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The board also places on record its appreciation for the enthusiastic co- operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and at! 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 shareholders for their continued patronage.

For and on behalf of the board of directors

Shinzo Nakanishi R.C. Bhargava

Managing Director & CEO Chairman

New Delhi 14,th July 2010

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