Maruti Suzuki AR FY11
Maruti Suzuki AR FY11
Maruti Suzuki AR FY11
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In many ways, satisfying the Indian customer is probably much more challenging than satisfying a customer in another market. The country has an obsession for fuel efficiency, when it comes to choosing automobiles (and rightly so, since about three-fourths of Indias crude oil requirement is imported). Extracting more mechanical energy for the car from every drop of fuel is a designers challenge. But it is vital for the consumer, the economy and the planet. At the same time, a fast growing, young and upwardly mobile, speed conscious India demands pick-up and instant response at the accelerator pedal. There is normally a trade-off between performance and fuel efficiency. A third requirement is space efficiency, as customers want the car to be compact to cope with congestion on roads and parking lots. Yet another requirement is of minimizing emissions. The Companys next generation, K-series engines employ a plethora of state-of-theart technologies to deliver on all these fronts. Technologies deployed could be as sophisticated as fine atomization to achieve fuel droplet diameter in microns for optimised combustion. Or, they could be as practical as using engineering polymers instead of metal in certain
engine parts for weight reduction. Quite like packing more performance in a handheld smartphone as opposed to a traditional laptop. Indias road and dust conditions, the rains and driving safety considerations similarly pose design challenges unique to India. We believe, the purpose of technology is to serve mankind with products that meet the wants of society as closely as possible, are good for their long term health, happiness, safety and well-being, use minimum natural resources and can reach out to maximum number of consumers. The choice and evolution of technologies has to serve this purpose. And Indias requirements are under no obligation to follow the rest of the world. India is expected to grow to become the worlds third largest car market by 2020 from a modest start three decades ago. With about half the market, Maruti Suzuki is participating in and contributing to this growth by providing technology excellence in its cars. Excellence that always integrates with relevance.
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Content
TECHNO_LOGICAL 04 The K-series engine 06 Next Generation CNG cars 08 New-Age Design & Advanced Braking Systems 10 Workhorse Technologies for SX4 12 The Kizashi LETTERS AND REPORTS 14 Message from the Chairman 16 Message from the Managing Director 18 Business Highlights 20 Company at a Glance 22 Corporate Information 24 Board of Directors 26 Executive Management Team 28 Events Gallery 30 Notice 39 Directors Report 49 Corporate Governance Report 67 Management Discussion and Analysis 77 Sustainability STANDALONE FINANCIALS 81 Auditors Report - Members 84 Balance Sheet 85 Prot & Loss Account 86 Cash Flow Statement 88 Schedules CONSOLIDATED FINANCIALS 119 Auditors Report - Board of Directors 120 Balance Sheet 121 Prot & Loss Account 122 Cash Flow Statement 124 Schedules
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We asked some real Maruti Suzuki customers, what made them select their cars. And then we delved deeper into what kinds of technologies are required to deliver on these requirements. In the next few pages we welcome you to meet some of our customers with their cars and explore how an intelligent choice of technologies creates delight for them.
A-star, Kizashi and Swift undergoing crash test as part of the safety performance assessment.
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TECHNO_LOGICAL
Alto K10
Powered by the K-series engine, Indias favorite brand just got better and zippy. Alto K10 is the spirit to live life to the fullest, anytime, anywhere. The 998cc engine in the Alto K10 has been carefully designed to be environment friendly and fuel efficient. A number of innovative technologies used in the engine have helped in achieving the best-in-class fuel efficiency, emission and performance with reduced noise, vibration and harshness for customer delight.
Fuel Efficient
Light Weight
Environment Friendly
Lower Emission
Friction Decrease
Thermal Efficiency Improvement Sporty & Stylish High on Performance Improvement of control accuracy Silent Lower NVH Power up P
Stiffness up S St
Improved engine stiffness and use of Silent Timing Chain to improve NVH (Noise, Vibration & Harshness) characteristics
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A Marvel of Engineering
The K-series engines are a result of enormous effort in R&D and thousands of hours of design, validation and testing. They epitomise the Companys philosophy of marrying latest technologies to effectively meet customer demands. Manufactured at the state-of-the-art, fully integrated facility inside the Gurgaon plant, this new family of engines offer improved performance without compromising on mileage. The plant employs global best practices such as cold testing, 100% on-line automated ne checks to ensure global quality. The in-line plant layout consisting of Casting, Machining and Assembly processes has high level of automation n aimed for high operational nal efficiency.
Optimised Cylinder Block, Light Piston and Nut-less ConRod for light weight conguration
Plastic Intake Manifold in the K-series is one of many examples of technologies adopted for light weight contruction
Smart Distributor Less Ignition (SDLI) system with dedicated plug top coils, High Pressure Semi-return Fuel System and advanced injectors for superior atomization and better performance
In Innovative rocker-less DO DOHC Camshaft & offset Crankshaft with low te te tension rings to reduce losses and improve fuel efciency
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TECHNO_LOGICAL
i-GPI Technology
The factory fitted CNG vehicles use advanced Intelligent Gas Port Injection (i-GPI) technology. Based on the inputs from the ECU, metered CNG quantity is injected into the engine through separate injectors for each cylinder. This leads to a more efficient fuel usage. While working on the technology, our engineers have kept a high focus on safety, reliability and performance aspect of the vehicle. Every component has been designed and chosen with special attention to specia these details. technology has been extensively i-GPI techn tested for more than 200,000 kms in varied varie terrains. In addition, over 3,000 hours of bench tests have validated h the design and performance to bring unmatched combination of performance and reliability for our customers.
WagonR Green
WagonR is a fine balance of comfort, space and performance in a dynamic new design. It is the second most popular car after the Alto in terms of sales. It is now also available in CNG, known as the WagonR Green. WagonR Green smartly combines the i-GPI technology with a host of other features making it the smartest choice in the mid-end compact cars. It ensures more power, fuel-efficiency, safety and reliability vis--vis a retro-fitted CNG vehicle. The vehicles pass through all the quality checks, processes and systems similar to any car manufactured at the Maruti Suzuki plant. Adapting the CNG technology in our vehicles is another step to keep low cost of ownership for our customers. The development is significant on multiple counts. This is the first instance when a car manufacturer has developed and launched factory-fitted, technologically superior CNG engines in India. Compressed Natural Gas is environment friendly and also reduces the countrys dependence on oil import.
In a leap over after-market options, the i-GPI technology features a dual ECU (Engine Control Unit) and direct gas injection. This system delivers accurate amount of gas into the engine thus ensuring improved and consistent performance under various driving conditions.
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i-GPI
3.5 2.6
SAFETY & RELIABILITY
Diesel
Petrol
* Indicative fuel cost comparison for a typical vehicle. Actual results may vary with several parameters.
Advantage Customer
Contemporary CNG technology Performance and Driveability at par with gasoline powered engines High fuel efficiency Lower running costs by 60 per cent Peace of Mind: Full warranty coverage, Service support across the country Vehicle body designed for CNG system Safety reinforced: High Quality Components, Integrated wiring harness, CNG system leak-proofing, toughened suspension Dual ECU system for enhanced performance Extensive performance testing No compromise on engine life
The WagonR is a true family car for all occasions. It is spacious, has good ride quality, comfort and good pickup and mileage. Since we have high usage, I wanted a CNG car but was always concerned about safety. With a factory-tted CNG, there is No fear & No loss in power. Vandana is a professor and tells me CNG is a cleaner fuel as well
Rupesh Rai Hotel Industry Professional
CNG
LPG
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TECHNO_LOGICAL
The Ritz is a perfect blend of European tall-boy styling, safety, smart features and innovative engine technologies. Its a car with special attention in the area of seating comfort, space, performance and fuel-efficiency. The suspension of the vehicle with a ground clearance of 170 mm has been tuned for the Indian road conditions. Youthful & Useful Interiors
Oculus Instrument Cluster Wrap around shape
It was the first passenger car in India to be compliant with the BS-IV emission norms, in both petrol and diesel variants. This was well ahead of the BS-IV norms being applicable in India, reinforcing companys efforts in bringing the best and latest in technology for the Indian customers. With sportiness of a Swift, latest in K-series and DDiS diesel engine technology, safety features like the Airbags, Aerodynamic European Design Exteriors
Sharp DLO
Coloured IP fascia
International Styling
Ritz
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ABS & EBD and Suzukis globally acclaimed expertise in compact cars, the Ritz has carved a special place for itself in the premium compact segment. It is available in two engine options: K-series 1.2litre, 85PS Petrol and the super-successful 1.3litre,16-valve DDiS, 75PS Diesel engine. Antilocking Braking with Electronic Brakeforce Distribution
High Grip Surface Low Grip Surface With ABS
Brake Assist Function 1 Focus on emergency braking 2 Reduced stopping distance under panic stops
Without ABS
The adventurous XBhp couple, have a passion for road trips. Sundeep is a biker and head convener of a popular bike magazine & website www.XBhp.com while Jaya is a software programmer.
Being a professional motorcyclist and a graphic designer for 7 years now, this was my rst own car. The rst time I saw the Ritz, the styling came across as quite refreshing. Plus it was loaded with ABS and EBD, Airbags, Integrated Audio and basics like power steering and power windows. As my rst drive, I took it to Binsar, in the Uttaranchal, and the car handles quite well despite the tall boy design. The braking especially was impeccable and condence inspiring. From the inside, it has a big car feel, and thanks to the stock tacho-pod, things do look interesting while driving.
Sundeep Gajjar Pro-Biker & Motographer
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TECHNO_LOGICAL
In Indias toughest and most demanding motorsport event, Maruti Suzuki SX4 has emerged as a winner (Adventure Trial) for two consecutive years. Raid-de-Himalaya is a grueling test of man and machine, subjected to the harshest driving conditions. Including boulders, gushing streams, worlds highest motorable roads and passes and at times, temperatures below -20O Celsius. During the test, SX4 successfully conquered over 300 kms everyday and approximately 1,800 kms over a weeklong period. It is a sheer display of strength and superior vehicle technology thrown over the most hostile road conditions. Powering the New SX4 is an advanced diesel engine with Super Turbo (variable geometry turbo charger) engine. It is a superior version of turbo charging that provides optimum air flow for improved engine efficiency.
Along with the high-powered diesel, the SX4 is also available in a DOHC 16-valve VVT Petrol and i-GPI CNG technology engine.
1. MOST COMFORTABLE
2. UNMATCHED PERFORMANCE
3. LUXURIOUS INTERIORS
4. SMOOTH DRIVE
VVT ENGINE
Excellent pickup
Sporty Grille with Chrome Finish Drive By Wire Muscular flared wheel arches
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Salient features of Super Turbo SX4 Diesel engine: Variable Geometry Turbocharger delivers higher efficiency and reduced emissions besides delivering instant power. Depending upon the requirement, the vanes in the turbocharger change their angle to provide optimum air flow. This optimizes efficiency across the engine rpm range. The high pressure fuel injection system delivers fuel at upto 1600bars. The high pressure pump has an in-built flow control mechanism that improves fuel efficiency and adds power. The gallery cooled piston reduces the increase in temperature, enhances engine life and brings down emissions. Due to this, SX4 Diesel consumes less fuel and offers high fuel efficiency. The engine uses lower viscosity engine oil, which enhances lubrication for smoother running.
Anurag & Sneha Mishra, 29 Together in MBA, Together in the Insurance Sector, Together in the SX4
Life in the Corporate sector is demanding and rewarding. You put in efforts... you get results. Similar is my SX4; as I touch the pedal, it responds with sheer power, speed and thrill. The muscular styling, the adrenalin and the renement gives me the same kind of delight, I get from my profession.
Anurag Mishra Insurance Sector Professional
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TECHNO_LOGICAL
Kizashi is a Japanese word which means a sign of good things to come. Designed for the discerning few who are driven by a zest to succeed and who see challenges as stepping stones in the pursuit of their vision. Powered by a 2.4L engine at its heart, Kizashi offers bliss and exhilaration at the push of a button.
The Kizashi
Dr. Chugh, 38
For quite sometime I was searching for a car that gives a touch of class and luxury when I drive south to Delhi and feels sporty when I head north to Shimla. The combo of sports and luxury - Kizashi is just my kind of car... ...Being a doctor, I know the value of human life; so wanted the car to have new-generation technologies & highend safety features. Like the Electronic Stability Program, 6-Airbags and an energy absorbing cabin structure.
Rajan Chugh Doctor of wide acclaim in Chandigarh
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Unlimited Luxuries
A host of luxuries make Kizashi a revelation that redefines driving comfort through spacious interiors, leather seats, dual-zone climate control air-conditioner, rear-AC vents, 10-way adjustable driver seat with memory positions, high-end audio-system, sporty instrumentation and an option of a CVT or 6-speed manual transmission.
140 120 OUTPUT (KW) 100 80 60 40 240 220 200 180 160 TORQUE (N-m)
Kizashi sets new benchmarks in technology, performance and features. The vehicle has undergone a series of thorough performance tests in England, the Autobahn in Germany and the Nurburgring circuit.
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The prospects and future of the Indian economy are bright. We are an integral part of that economy and will continue to participate in accelerating economic growth and manufacturing, and giving our customers and our stakeholders the benefits of the technology and the values which have been our driving force. I thank all of you shareholders for your consistent support to the management and assure you that your Company will, as always, come up to your Com expectat expectations.
In the background is a clay model during the initial phases of model development.
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on next generation CNG technology or hybrid or electric cars, or launching new models or variants, we need to develop R&D capability in India alongwith our suppliers. This will serve as a strong pillar for the growth of the Indian automotive industry. I do share the optimism of high growth opportunity in the Indian car market. However, I also see a lot of need of strengthening every element of the chain, without which the full benefit of growth may not be reaped. We have to put our shoulders to the wheel and build step by step, inch by inch. S. Nakanishi Managing Director & CEO
In the background is a design sketch of Kizashi during the initial conceptualization phase.
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Business Highlights
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PAT (` million)
24,976
22,886
15,620
17,308 12,187
2006-07
2007-08
2008-09
2009-10
2010-11
2006-07
2007-08
2008-09
2009-10
1,271,005 1,018,365
2010-11
2006-07
2007-08
2008-09
2009-10
2006-07
2007-08
2008-09
2009-10
R & D Expenditure
(` million) Capital Expenditure Revenue Expenditure Ratio to Net Sales Ratio to Net Sales
2,316
398 258
2006-07
2007-08
2008-09
2009-10
2010-11
2006-07
2007-08
2008-09
2009-10
2010-11
2010-11
1.40% 1.20% 1.00% 0.60% 0.00%
2010-11
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Company at a Glance
MILESTONE YEAR
Roll-out of 10 millionth vehicle
MARKET SHARE
For 11 consecutive years in JD Power CSI Survey (at the service level)
TOTAL SALES
Highest ever sales: 1,271,005 with a growth of 24.8%
INCOME
Highest ever total income: Rs. 375,224 million with a growth of 24.6%
NET PROFIT
Rs. 22,886 million, declined by 8.4%
NETWORK
Sales Outlets: 933, Cities: 668 Service Outlets: 2,946, Cities: 1,395
CAPACITY EXPANSION
Additional capacity of 500,000 units p.a. at Manesar by 2012-13
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Corporate Information
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BOARD OF DIRECTORS
Mr. R. C. Bhargava Chairman Mr. Shinzo Nakanishi Managing Director & CEO Mr. Tsuneo Ohashi Director & Managing Executive Officer (Production) Mr. Shuji Oishi Director & Managing Executive Officer (Marketing & Sales) Mr. Keiichi Asai Director & Managing Executive Officer (Engineering) Mr. Osamu Suzuki Director Mr. Kenichi Ayukawa Director Mr. Amal Ganguli Director Ms. Pallavi Shroff Director Mr. Manvinder Singh Banga Director Mr. Davinder Singh Brar Director
AUDIT COMMITTEE
Mr. Amal Ganguli - Chairman Mr. Shinzo Nakanishi - Member Ms. Pallavi Shroff - Member Mr. Davinder Singh Brar - Member
AUDITORS
Price Waterhouse Chartered Accountants
REGISTERED OFFICE
1, Nelson Mandela Road, Vasant Kunj New Delhi-110 070 Phone: + 91 - 11 - 4678 1000 www. marutisuzuki.com
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Board of Directors
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From Left to Right MR. KEIICHI ASAI (Director & MEO, Engineering), MR. SHUJI OISHI (Director & MEO, Marketing & Sales), MR. KENICHI AYUKAWA (Director), MR. DAVINDER SINGH BRAR (Director), MR. OSAMU SUZUKI (Director), MR. R. C. BHARGAVA (Chairman), MR. SHINZO NAKANISHI (MD & CEO), MR. AMAL GANGULI (Director), MR. MANVINDER SINGH BANGA (Director), MS. PALLAVI SHROFF (Director), MR. TSUNEO OHASHI (Director & MEO, Production)
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Production
Mr. Tsuneo Ohashi
Director & Managing Executive Officer
Mr. M. M. Singh
Managing Executive Officer
Engineering
Mr. Keiichi Asai
Director & Managing Executive Officer
Mr. I. V. Rao
Managing Executive Officer
Supply Chain
Mr. Sudam Maitra
Managing Executive Officer
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Events Gallery
Celebrating Youth: A 3-day long event organized under the Maruti Suzukis Youth Connect initiative saw an active participation from 22 colleges across Delhi.
+ Alto K10 launched + Green Range (CNG) SX4, Estilo, WagonR, Eeco & Alto launched + 500,000th K-series engine rolled out + Maruti Suzuki Ranks Highest in JD Power SSI Study
+ JD Power names Estilo, WagonR and Alto as most dependable cars in the Vehicle Dependability Study
Apr-10
May-10
Jun-10
Jul-10
Aug-10
Sep-10
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A college team developed car at the Supra SAE National Competition in Chennai. 44 engineering colleges were supported with engines and technical guidance.
+ Awarded in CII-ITC Sustainability Awards 2010 + JD Power ranks Dzire No. 1 in IQS & APEAL Study + Wall Street Journal lists Maruti Suzuki in Top-10 Most admired companies from India
+ JD Power ranks Maruti Suzuki highest for the 11th time in the India CSI Study
+ CNBC-TV18 2011 awards Maruti Suzuki Manufacturer of the Year & Engine of the Year K12B + Autocar 2011 awards WagonR the Best Compact Car; Alto K10 the Best Variant + Car India awards Maruti Suzuki Best Automobile Manufacturer of the Year 2010 & inducts MSIL in the Hall of Fame for changing the face of Indian Automobile Industry
+ Kizashi sports sedan launched + SX4 Diesel variant launched + Alto ranks No. 1 in TNS four-wheeler Total Customer Satisfaction (TCS) Study . The Zen Estilo, A-star, Swift, Dzire also top TCS study in respective categories
+ 10 millionth car rolled out + Business Standard awards Maruti Suzuki Company of the Year 2011
Oct-10
Nov-10
Dec-10
Jan-11
Feb-11
Mar-11
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Notice
NOTICE is hereby given that the 30th Annual General Meeting of members of Maruti Suzuki India Limited will be held at 10:00 a.m. on Thursday, 8th September 2011 at the Air Force Auditorium, Subroto Park, New Delhi 110 010 to transact the following business: 1. To receive, consider and adopt the audited balance sheet as at 31st March 2011 and profit and loss account for the financial year ended on that date together with the reports of the directors and auditors thereon. To declare dividend on equity shares. To appoint a director in place of Mr. Tsuneo Ohashi, who retires by rotation and being eligible, offers himself for re-appointment. To appoint a director in place of Mr. Keiichi Asai, who retires by rotation and being eligible, offers himself for re-appointment. To appoint a director in place of Mr. Amal Ganguli, who retires by rotation and being eligible, offers himself for re-appointment. To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to section 224 and other applicable provisions of the Companies Act, 1956, M/s Price Waterhouse (Registration No. FRN301112E), Chartered Accountants, the retiring auditors of the Company, having offered themselves for reappointment, be and are hereby re-appointed as the auditors of the Company to hold office from the conclusion of the 30th annual general meeting upto the conclusion of the 31st annual general meeting of the Company at a remuneration to be fixed by the board and reimbursement of out of pocket expenses incurred in connection with the audit. 7. Re-appointment of Mr. Shinzo Nakanishi as Managing Director & Chief Executive Ofcer and increase in remuneration To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to Article 91 and Article 91 (6) of the Articles of Association of the Company read with Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent be and is hereby accorded for reappointment of Mr. Shinzo Nakanishi as Managing Director & Chief Executive Officer of the Company with effect from 19th December 2010 for a period of 3 years and for payment of following remuneration: a) Basic Salary: Rs. 83,79,360/- per annum till 31st March 2011 and Rs. 96,36,264/- per annum from 1st April 2011 in the scale of Rs. 90,00,000/- to Rs. 130,00,000/- per annum with authority to the board (which expression shall include a committee thereof ) to revise his salary from time to time. The annual increments will be merit based and take into account the Companys performance. b) Special Salary: Rs. 13,20,000/- per annum (fixed). c) Performance Linked Bonus: A performance linked bonus equivalent to a guaranteed minimum of four months basic salary and a maximum of ten months basic salary, to be paid annually, with authority to the board (which expression shall include a committee thereof ) to fix the same based on certain performance criteria to be laid down by the board. d) Perquisites and Allowances: In addition to the salary and performance linked bonus payable, he shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance, together with the reimbursement of expenses or allowance for utilities such as gas, electricity, water, furnishings, repairs, servants salaries, society charges and property tax; medical reimbursement, medical / accident insurance, leave travel concession for himself and his family; club fees and such other perquisites and allowances; in accordance with the rules of the Company or as may be agreed to by the board of directors and him; such perquisites and allowances will be Rs. 48,91,780/- per annum till 31st March 2011 and Rs. 58,23,547/- per annum from 1st April 2011 with authority to the board (which expression shall include a committee thereof ) to increase it from time to time upto a maximum of Rs. 90,00,000/- per annum. For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per income tax rules, wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost. In addition, he will be entitled for a contribution to the provident and pension fund as per applicable law in force from time to time. Provision for use of the Companys car for official duties and telephone at residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites and allowances for the purpose of calculating the said ceiling.
2. 3.
4.
5.
6.
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Minimum Remuneration Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of his tenure, in the event of loss or inadequacy of profits, the Company will subject to applicable laws, pay remuneration by way of basic and special salary, performance linked bonus not exceeding four months basic salary, perquisites and allowances as specified above. 8. Re-appointment of Mr. Tsuneo Ohashi as Wholetime Director and increase in remuneration To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to Article 91 and Article 91(6) of the Articles of Association of the Company read with Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent be and is hereby accorded for reappointment of Mr. Tsuneo Ohashi as Whole-time Director designated as Director & Managing Executive Officer (Production) of the Company with effect from 1st January 2011 for a period of 3 years and for payment of following remuneration: a) Basic Salary: Rs. 61,68,600/- per annum till 31st March 2011 and Rs. 67,85,460/- per annum from 1st April 2011 in the scale of Rs. 65,00,000/- to Rs. 90,00,000/- per annum with authority to the board (which expression shall include a committee thereof ) to revise his salary from time to time. The annual increments will be merit based and take into account the Companys performance. b) Special Salary: Rs. 12,00,000/- per annum (fixed). c) Performance Linked Bonus: A performance linked bonus equivalent to a guaranteed minimum of four months basic salary and a maximum of ten months basic salary, to be paid annually, with authority to the board (which expression shall include a committee thereof ) to fix the same based on certain performance criteria to be laid down by the board. d) Perquisites and Allowances: In addition to the salary and performance linked bonus payable, he shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance, together with the reimbursement of expenses or allowance for
utilities such as gas, electricity, water, furnishings, repairs, servants salaries, society charges and property tax; medical reimbursement, medical / accident insurance, leave travel concession for himself and his family; club fees and such other perquisites and allowances; in accordance with the rules of the Company or as may be agreed to by the board of directors and him; such perquisites and allowances will be Rs. 40,00,000/- per annum till 31st March 2011 and Rs. 45,20,000/- per annum from 1st April 2011 with authority to the board (which expression shall include a committee thereof ) to increase it from time to time upto a maximum of Rs. 60,00,000/- per annum. For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per income tax rules, wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost. In addition, he will be entitled for a contribution to the provident and pension fund as per applicable law in force from time to time. Provision for use of the Companys car for official duties and telephone at residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites and allowances for the purpose of calculating the said ceiling. Minimum Remuneration Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of his tenure, in the event of loss or inadequacy of profits, the Company will subject to applicable laws, pay remuneration by way of basic and special salary, performance linked bonus not exceeding four months basic salary, perquisites and allowances as specified above. 9. Re-appointment of Mr. Keiichi Asai as Whole-time Director and increase in remuneration To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to Article 91 and Article 91(6) of the Articles of Association of the Company read with Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956 consent be and is hereby accorded for reappointment of Mr. Keiichi Asai as Whole-time Director
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Notice
designated as Director & Managing Executive Officer (Engineering) of the Company with effect from 29th January 2011 for a period of 3 years and for payment of following remuneration: a) Basic Salary: Rs. 61,68,600/- per annum till 31st March 2011 and Rs. 67,85,460/- per annum from 1st April 2011 in the scale of Rs. 65,00,000/- to Rs. 90,00,000/- per annum with authority to the board (which expression shall include a committee thereof ) to revise his salary from time to time. The annual increments will be merit based and take into account the Companys performance. b) Special Salary: Rs. 12,00,000/- per annum (fixed). c) Performance Linked Bonus: A performance linked bonus equivalent to a guaranteed minimum of four months basic salary and a maximum of ten months basic salary, to be paid annually, with authority to the board (which expression shall include a committee thereof ) to fix the same based on certain performance criteria to be laid down by the board. d) Perquisites and Allowances: In addition to the salary and performance linked bonus payable, he shall also be entitled to perquisites and allowances like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance, together with the reimbursement of expenses or allowance for utilities such as gas, electricity, water, furnishings, repairs, servants salaries, society charges and property tax; medical reimbursement, medical / accident insurance, leave travel concession for himself and his family; club fees and such other perquisites and allowances; in accordance with the rules of the Company or as may be agreed to by the board of directors and him; such perquisites and allowances will be Rs. 40,00,000/- per annum till 31st March 2011 and Rs. 45,20,000/- per annum from 1st April 2011 with authority to the board (which expression shall include a committee thereof ) to increase it from time to time upto a maximum of Rs. 60,00,000/- per annum. For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per income tax rules, wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost. In addition, he will be entitled for a contribution to the provident and pension fund as per applicable law in force from time to time.
Provision for use of the Companys car for official duties and telephone at residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites and allowances for the purpose of calculating the said ceiling. Minimum Remuneration Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of his tenure, in the event of loss or inadequacy of profits, the Company will subject to applicable laws, pay remuneration by way of basic and special salary, performance linked bonus not exceeding four months basic salary, perquisites and allowances as specified above. 10. Increase in remuneration of Mr. Shuji Oishi, Wholetime Director To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to article 91(6) of the Articles of Association of the Company read with sections 198, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent be and is hereby accorded for increase in remuneration of Mr. Shuji Oishi, Whole-time director designated as Director and Managing Executive Officer (Marketing & Sales) of the Company with effect from 1st April 2011 as under: a) Basic Salary: Rs. 67,85,460/- per annum in the scale of Rs. 65,00,000/- to Rs. 90,00,000/- per annum with authority to the board (which expression shall include a committee thereof ) to revise his salary from time to time. The annual increments will be merit based and take into account the Companys performance. b) Special Salary: Rs. 12,00,000/- per annum (Fixed). c) Performance Linked Bonus: A performance linked bonus equivalent to a guaranteed minimum of four months basic salary and a maximum of ten months basic salary, to be paid annually, with authority to the board (which expression shall include a committee thereof ) to fix the same based on certain performance criteria to be laid down by the board. d) Perquisites and Allowances: In addition to the salary and performance linked bonus, he shall also be entitled to perquisites and allowances
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like accommodation (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance, together with the reimbursement of expenses or allowance for utilities such as gas, electricity, water, furnishings, repairs, servants salaries, society charges and property tax; medical reimbursement, medical / accident insurance, leave travel concession for himself and his family; club fees and such other perquisites and allowances in accordance with the rules of the Company or as may be agreed to by the board of directors and him; provided that such perquisites and allowances will be Rs. 45,20,000/per annum with authority to the board (which expression shall include a committee thereof ) to increase it from time to time upto a maximum of Rs. 60,00,000/- per annum. For the purpose of calculating the above ceiling, perquisites and allowances shall be evaluated as per income tax rules, wherever applicable. In the absence of any such rules, perquisites and allowances shall be evaluated at actual cost. In addition, he will be entitled for a contribution to the provident and pension fund as per applicable law in force from time to time. Provision for the use of Companys car for official duties and telephone at residence (including payment for local calls and long distance official calls) shall not be included in the computation of perquisites and allowances for the purpose of calculating the said ceiling. Minimum Remuneration Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of his tenure, in the event of loss or inadequacy of profits, the Company will subject to
applicable laws, pay remuneration by way of basic and special salary, performance linked bonus not exceeding four months basic salary, perquisites and allowances as specified above. 11. Provision of domiciliary treatment and medical insurance To consider and, if thought fit, to pass with or without modification(s), the following as an Ordinary Resolution: RESOLVED THAT pursuant to Article 91(6) of the Articles of Association of the Company and section 198, 309 and other applicable provisions of the Companies Act, 1956, consent be and is hereby accorded for the provision of domiciliary treatment (with in India) to the retired Indian Whole-time Directors and their spouses in accordance with the rules of the Company subject to the maximum of Rs. 50,000/- per annum with effect from October 2010. RESOLVED FURTHER THAT the consent be and is hereby accorded to provide medical insurance and pay premium thereon for hospitalization upto an amount of Rupees 10 (Ten) lac per annum each for retired Indian Whole-time Director and his spouse and in cases where amount spent on hospitalization exceeds the insured amount in respect of any such Director and his spouse in any financial year, the same shall be subject to the approval of the Board .
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Notice
NOTES 1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself/herself and a proxy need not be a member of the Company. A proxy to be effective should be deposited at the registered ofce of the Company not less than forty eight hours before the commencement of the meeting. 2. The explanatory statement pursuant to section 173 of Companies Act, 1956, in regard to the business as set out in item nos. 7 to 11 and the relevant details pursuant to clause 49 of the listing agreement executed with the stock exchanges are annexed hereto. A member or his/her proxy is requested to bring the annual report to the meeting as extra copies will not be distributed. Members / Proxies should fill the attendance slip for attending the meeting. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID numbers and those who hold shares in physical form are requested to write their folio number in the attendance slip for attending the meeting. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. All documents referred to in the notice and explanatory statement are open for inspection at the registered office of the Company on all working days between 9:30 a.m. to 11:30 a.m. upto the date of annual general meeting. (a) The register of members will remain closed from Friday, 26th August 2011 to Thursday, 8th September 2011 (both days inclusive). (b) Subject to the provisions of section 206A of the Companies Act, 1956, dividend as recommended by the board of directors, if declared at the meeting will be payable on or after 14th September 2011 to those whose names appear in the register of members / beneficial owners as on the closing hours of 25th August 2011. (c) Pursuant to Sections 205A and 205C of the Companies Act, 1956 and other applicable provisions, if any, all dividend remaining unclaimed/unpaid for a period of seven years from the date it became due for payment, will be transferred to the Investor Education and Protection Fund (IEPF) established by the
Central Government. No claim shall lie against the said Fund or the Company for the amounts so transferred nor shall any payment be made in respect of such claim. Members who have not yet encashed their dividend warrant(s) are requested to make their claims without any delay. 8. Shareholders holding shares in electronic form may kindly note that their bank account details as furnished by their depositories to the registrar & transfer agent will be printed on their dividend warrants as per the applicable regulations of the depositories and the Company will not entertain any direct request from such shareholders for deletion of / change in such bank details. Shareholders who wish to change such bank account details are, therefore, requested to advise their depository participants about such change, with complete details of bank account. Corporate members intending to send their authorised representatives are requested to send a duly certified copy of the board resolution authorising their representatives to attend and vote at the annual general meeting.
3.
4.
9.
5.
6.
10. As per section 109A of the Companies Act, 1956, shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nomination are requested to send their request in Form 2B (which will be made available on request) to the registrar and transfer agents. The said nomination form can also be down-loaded from the Companys website www. marutisuzuki.com. 11. Members are requested to send their queries, if any, on the accounts and operations of the Company to the Company Secretary ([email protected]) at least 7 days before the annual general meeting. 12. Entry into the auditorium will be strictly against entry slips available at the counters at the venue and against exchange of valid attendance slip. 13. No gifts will be distributed at the annual general meeting. 14. Owing to security concerns,the auditorium authorities do not allow carrying inside brief cases, bags, eatables and the like. Members attending the meeting are requested to make their own arrangements for the safe keeping of their belongings.
7.
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15. The Ministry of Corporate Affairs has undertaken a Green Initiative in Corporate Governance and allowed companies to share documents with its shareholders through the electronic mode. Members are requested to support this green initiative by registering /updating their e-mail addresses, in respect of shares held in dematerialized form with their respective Depository Participants and in respect of shares held in physical form with the Company or its Transfer Agent. 16. Notice of this Annual General Meeting, Audited Financial Statements for 2010-11 along with Directors Report and Auditors Report are available on the website of the Company www.marutisuzuki.com. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 ITEM NO. 7 Mr. Shinzo Nakanishi was appointed as Managing Director & Chief Executive Officer w.e.f. 19th December 2007 for a period of three years. The members of the Company had approved the appointment and terms of his remuneration in the annual general meeting held on 2nd September 2008. The term of his appointment expired on 18th December 2010. Subject to the approval of members, the board of directors has approved the re-appointment of Mr. Shinzo Nakanishi w.e.f. 19th December 2010 for a further period of three years on the terms of remuneration as detailed in the proposed resolution. The said remuneration was increased with effect from 1st April 2011, as per the details given in the proposed resolution. The increase in remuneration has been made in line with those prevalent in other automotive companies of comparable size and complexity of operations. Under the provisions of Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent of the members is required for re-appointment of and payment of remuneration to Mr. Shinzo Nakanishi. This may be treated as an abstract of the terms of revision of remuneration of Mr. Shinzo Nakanishi under section 302 of the Companies Act, 1956. Mr. Shinzo Nakanishi is concerned or interested in item 7 of the Notice.
The board commends this resolution for approval of the members. ITEM NO. 8 Mr.Tsuneo Ohashi was appointed as a Whole-time Director designated as Director & Managing Executive Officer (Production) w.e.f. 1st January 2008 for a period of three years. The members of the Company had approved the appointment and terms of his remuneration in the annual general meeting held on 2nd September 2008. The term of his appointment expired on 31st December 2010. Subject to the approval of members, the board of directors has approved the re-appointment of Mr. Tsuneo Ohashi w.e.f. 1st January 2011 for a further period of three years on the terms of remuneration as detailed in the proposed resolution. The said remuneration was increased with effect from 1st April 2011, as per the details given in the proposed resolution. The increase in remuneration has been made in line with those prevalent in other automotive companies of comparable size and complexity of operations. Under the provisions of Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent of the members is required for re-appointment of and payment of remuneration to Mr. Tsuneo Ohashi. This may be treated as an abstract of the terms of revision of remuneration of Mr. Tsuneo Ohashi under section 302 of the Companies Act, 1956. Mr. Tsuneo Ohashi is concerned or interested in item 8 of the Notice. The board commends this resolution for approval of the members. ITEM NO. 9 Mr.Keiichi Asai was appointed as a Whole-time Director designated as Director & Managing Executive Officer (Engineering) w.e.f. 29th January 2008 for a period of three years. The members of the Company had approved the appointment and terms of his remuneration in the annual general meeting held on 2nd September 2008. The term of his appointment expired on 28th January 2011. Subject to the approval of members, the board of directors has approved the re-appointment of Mr. Keiichi Asai w.e.f. 29th January 2011 for a further period of three years on
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Notice
the terms of remuneration as detailed in the proposed resolution. The said remuneration was increased with effect from 1st April 2011, as per the details given in the proposed resolution. The increase in remuneration has been made in line with those prevalent in other automotive companies of comparable size and complexity of operations. Under the provisions of Sections 198, 269, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent of the members is required for re-appointment of and payment of remuneration to Mr. Keiichi Asai. This may be treated as an abstract of the terms of revision of remuneration of Mr. Keiichi Asai under section 302 of the Companies Act, 1956. Mr. Keiichi Asai is concerned or interested in item 9 of the Notice. The board commends this resolution for approval of the members. ITEM NO. 10 Mr.Shuji Oishi was appointed as a Whole-time Director designated as Director & Managing Executive Officer (Marketing & Sales) w.e.f. 13th April 2009 for a period of three years. The members of the Company had approved the appointment and terms of his remuneration in the annual general meeting held on 2nd September 2009. Subject to the approval of members, the board of directors has increased the remuneration with effect from 1st April 2011, as per the details given in the proposed resolution. The increase in remuneration has been made in line with those prevalent in other automotive companies of comparable size and complexity of operations. Under the provisions of Sections 198, 309, 310, Schedule XIII and all other applicable provisions of the Companies Act, 1956, consent of the members is required for increase in remuneration of Mr. Shuji Oishi. This may be treated as an abstract of the terms of revision of remuneration of Mr. Shuji Oishi under section 302 of the Companies Act, 1956. Mr. Shuji Oishi is concerned or interested in item 10 of the Notice.
The board commends this resolution for approval of the members. ITEM NO. 11 The members, in the extra-ordinary general meeting held on 30th May 2002, had approved the provision of benefit of domiciliary treatment (within India) to all the retired Indian Whole-time Directors (WTDs) and their spouses in accordance with medical treatment rules of the Company subject to the maximum limit of Rs. 25,000/- per annum. The members also approved the provision of taking medical insurance subject to a maximum limit of Rs. 5 lac per annum for retired WTDs and their spouses. In the last 8 years or so, the cost of medicines and hospitalization expenses has gone up considerably. Therefore, it is proposed to increase the limit of domiciliary treatment from Rs. 25,000/- per annum to Rs.50,000/- per annum and insurance premium from Rs. 5 lac to Rs. 10 lac per annum. Under the provisions of Sections 198, 309 and all other applicable provisions of the Companies Act, 1956, consent of the members is required for provision of these facilities. Mr. R.C.Bhargava is concerned or interested in item 11 of the Notice. The board commends this resolution for approval of the members. Additional information as per clause 49 of the listing agreement A brief resume of the directors recommended for reappointment at the annual general meeting is as under: Mr. Amal Ganguli Mr. Amal Ganguli, 71, is a member of The Institute of Chartered Accountants in England and Wales and The Institute of Chartered Accountants of India and member of The British Institute of Management and member of the New Delhi chapter of The Institute of Internal Auditors, Florida, U.S.A. In 1962, he became the senior manager, Price Waterhouse and in 1969 he became a partner, Price Waterhouse and in 1996 went on to become Chairman and Senior Partner, and retired in 2003. During his career spanning over 40 years, Mr. Gangulis range of work included international tax advice and planning, cross border investments, corporate mergers and re-organisation, financial evaluation of projects, management, operational and statutory audit and
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consulting projects funded by international funding agencies. In the course of his professional career, he has dealt with a variety of clients including US AID, World Bank, ADB, NTPC, Alcatel, GE, Hindustan Lever, STC, Hewlett Packard and IBM. Presently, he is on the board of Tata Telecommunications Ltd., Century Textiles and Industries Ltd., ICRA Ltd., HCL Technologies Ltd., New Delhi Television Ltd.,Triveni Turbines Ltd., AVTEC Ltd., Aricent Technologies (Holdings) Ltd., AIG Trustee Company India Pvt. Ltd., ML Infomap Pvt. Ltd., Tata Teleservices Maharashtra Ltd., Hughes Communications India Ltd., Aptuit Laurus Pvt. Ltd., Ascendas Property Fund Trustee Pvt. Ltd. and a partner in Veritas Advisors LLP. Presently, he is a member of audit committee of Century Textiles & Industries Ltd., ICRA Ltd., HCL Technologies Ltd., Triveni Turbines Ltd., AIG Trustee Company India Pvt. Ltd. and Tata Teleservices Maharashtra Ltd. He is chairman of the audit committee of Tata Telecomunicatons Ltd., New Delhi Television Ltd., Hughes Communications India Ltd. and Aricent Technologies (Holdings) Ltd.. He does not hold any shares of Maruti Suzuki India Limited. Mr. Shinzo Nakanishi Mr. Shinzo Nakanishi, 63, is a graduate from the faculty of law, Doshisha University, Japan Between 1971 and 1998 he has worked at various levels at Suzuki Motor Corporation, Japan (SMC). In 1999, he became Director on the board of SMC. In 2003, he was elevated as the Managing Director and Executive General Manager of SMC. In 2004, he was again elevated as the Senior Managing Director and Executive General Manager in SMC. In 2006, he reached the level of Senior Managing Executive Officer and Executive General Manager at SMC whereafter he was sent for assignment in India & was appointed as the Managing Director and CEO of Maruti Suzuki India Limited in 2007. Presently, he is on the board of Suzuki Motor Corporation, Suzuki Powertrain India Ltd., Myanmar Suzuki Motor Company Ltd., Citicorp Maruti Finance Ltd., SKH Metals Ltd., Maruti Countrywide Auto Financial Services Pvt. Ltd., Asahi India Glass Ltd., Subros Ltd., Thai Suzuki Motor Company Ltd., Suzuki Egypt SAE and Suzuki Malaysia Automobile SDNBHD. He is a member of audit committee of Suzuki Powertrain India Ltd. He holds twenty shares of Maruti Suzuki India Limited as a nominee of Suzuki Motor Corporation.
Mr. Tsuneo Ohashi Mr. Tsuneo Ohashi, 60, is a graduate from Science & Engineering Faculty of Chuo University, Japan. He joined Suzuki Motor Corporation in 1974 and worked at various levels there. He experienced most areas of the Suzukis production system, and challenged the creative Kaizen (improvement) and led to success. As the plant manager of Iwata Plant, he had achieved significant results in the areas such as quality improvement, cost reduction, shortening of delivery period, improvement in safety, and enhancement of morale of employees. In 2006, he became Joint Managing Director of Maruti Suzuki India Limited and in 2008, he became Director & Managing Executive Officer (Production). He is responsible for monitoring the progress of the ongoing projects, incorporation of capital equipments, production, cost reduction, increase efficiency/productivity, development of vendors, improvement of safety, supervision and control over operations, etc. Presently, he is also on the board of FMI Automotive Components Ltd. and Suzuki Powertrain India Ltd. He is a member of audit committee of Suzuki Powertrain India Ltd. He does not hold any shares of Maruti Suzuki India Limited. Mr. Keiichi Asai Mr. Keiichi Asai, 55, is a graduate from Department of Mechanical Engineering of Musashi Engineering University, Japan. He joined Suzuki Motor Corporation in 1979 and worked at various levels at body design engineering, new model member in Kosai plant, production planning, car line etc. In 2008, he became Director and Managing Executive Officer (Engineering) of Maruti Suzuki India Limited. He spearheads research & development and overall engineering activities of the Company. Presently, he is on the board of Denso India Ltd. and Krishna Maruti Ltd. He does not hold any shares of Maruti Suzuki India Limited.
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A Swift undergoing side pole crash test as part of the safety performance assessment.
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Directors Report
Your directors have pleasure in presenting the 30th annual report together with the audited accounts for the year ended 31st March 2011.
FINANCIAL RESULTS
The Companys performance during the year is summarised below: (` in Million) 2010-11 Gross total income Profit before tax Tax expense Profit after tax Balance brought forward Profit available for appropriation Appropriations: General reserve Proposed dividend Corporate dividend tax Balance carried forward to balance sheet 2,289 2,167 351 118,578 2,498 1,733 288 100,499 375,224 31,088 8,202 22,886 100,499 123,385 2009-10 301,232 35,925 10,949 24,976 80,042 105,018
FINANCIAL HIGHLIGHTS
The gross revenue (net of excise) of the Company was ` 375,224 million as against ` 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 ` 41,467 million against ` 44,510 million in the previous year. Profit before tax (PBT) was ` 31,088 million against ` 35,925 million in the previous year and profit after tax (PAT) stood at ` 22,886 million against ` 24,976 million in the previous year.
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 Companys 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.
DIVIDEND
The board recommends a dividend of ` 7.50 per equity share of ` 5 each for the year ended 31st March 2011 amounting to ` 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
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.
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Directors Report
AWARDS/RECOGNITION HONOURED
+ + + Business Standard Indias 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 Compact car of the year 2011 WagonR Best variant of the year Alto K10 + Corporate campaign Kitna Deti Hai rated amongst the best campaigns of the year 2010 by CNBC-TV18s 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 Best automobile manufacturer of the year 2010 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
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Mr. R. C. Bhargava, Chairman was also conferred with the Economic Times Lifetime Achievement Award for Corporate Excellence.
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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 Companys 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.
as Director & Managing Executive Officer (Production) and Director & Managing Executive officer (Engineering) respectively for a further period of three years.
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
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
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Directors Report
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.
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 Managing Director & CEO New Delhi 31st May 2011 R.C. Bhargava Chairman
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
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ANNEXURE A
Information in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, and forming part of the Directors Report for the year ended 31st March 2011.
A. ENERGY CONSERVATION
During the year, the Company continued its thrust towards compliances of environmental regulation and energy conservation to improve upon its past performance. ISO 14001 Surveillance Audit was carried out by M/s AVI, Belgium, and the auditors recommended continuation of the ISO 14001 for the year. The energy saving initiatives helped the Company in reduction of energy and water consumption for the current year in comparison to the last year. The per vehicle reduction in CO2, electricity and water in Gurgaon plant was 15 per cent, 16 per cent and 5 per cent, whereas the reduction in Manesar plant was 13 per cent, 1 per cent and 16 per cent respectively as compared to last year. Some of the activities carried out during the year towards environment, energy and water conservation are as under:
Water Conservation
All water cooled cooling towers and air dryers are being replaced by air cooled cooling towers leading to water conservation.
Environment
The Company has switched over to cleaner fuel natural gas for power generation and process use in Manesar plant also. The use of canal water for the operations in Manesar plant has lead to conservation of ground water. Use of hazardous waste for co-processing in cement industry has eliminated the need of incineration and land filling. The present land fills are also being emptied out for efficient use of land within the plants. Fly ash is being also used for the construction of new plant in Manesar. 25,000 trees have been planted in Manesar in FY2010-11. The Company has registered a clean development project this year with United Nations Framework Convention on Climate Change (UNFCCC) which would generate carbon credits.
Energy Savings
The LEDs are being extensively used in street lighting and meeting rooms. The new stockyard at Bangalore has only LED lighting. Solar energy is used for street lighting in Gurgaon and Manesar plants. Installation of energy efficient air washers has also resulted in energy savings in Gurgaon plant.
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Directors Report
+ +
Cost management: meet target cost for model development Technology development to meet the future requirement
The Companys R&D team already has the capability for carrying out minor changes and co-design with SMC for new models. Companys R&D team is on the path for acquiring capability to make full body changes indigenously. Systematic efforts are on to achieve it through the following: + + + + + Full vehicle in-house design, development and evaluation Training of engineers (overseas/in-house) Test facilities up-gradation Prototype build capability Experimental projects
into a competitive product; capability was enhanced in the areas of vehicle lay-outing and packaging of future products during the concept stage. This was achieved by participation in new platform layout projects at Suzuki Motor Corporation (SMC) and independently executing full body change projects at the Company. Benchmarking skills have been upgraded to evaluate customer perception/feedback on ergonomics, seating comfort and other parameters of vehicle design so that customer feedback can be incorporated at the initial design stages. For effective and efficient product development, product coordination group has been strengthened. The group monitors the product development activities and supports various cells and groups across the Company to achieve the development targets. Engineering Design + Powertrain design and development Capability has been enhanced in the field of diesel engine and alternative fuel engine with the development of the 1.3 L high power diesel engine and introduction of alternate fuel option of CNG in 5 models (Alto, Estilo, Wagon-R, SX4 and EECO) and LPG in Wagon-R. Capability enhancement in the transmission design and development with the implementation of cable type gear shift mechanism. + Vehicle structure design and development Research in the area of new materials i.e. steel and polymer for body in white (BIW)/interior applications has helped in evaluating and using stronger, lighter and safer materials contributing towards unmatched safety, fuel efficiency and performance. Capability enhancement in the areas such as instrument panel, door, fuel tank and seating systems was done for carrying out full body change. + Suspension and brake design and development Capability in area of brake design and development has been enhanced with the introduction of latest global technologies in the vehicles. These were supported by advanced technologies in the field of testing and manufacturing of parts to provide high performance and quality parts to meet growing expectations and rigorous demands of brake system in Indias rigorous traffic conditions.
Manpower has been increased from 968 numbers in FY2009-10 to 1,070 numbers in FY2010-11. Further, the Companys R&D team has plans of increasing its manpower from 1,070 numbers to more than 1,300 numbers in FY2011-12.
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Prototype development Prototype development is important for validating the design. Capability enhancement in areas of development of prototype parts, prototype jigs and fixtures and making prototype vehicles for design validation was done. Experimental Projects / Research Papers Experimental projects in the field of hybrid / electric vehicle was taken up by the Company and SX4 hybrid and EECO electric demonstration vehicles were prepared and showcased at Commonwealth vehicles last year. Engineering research papers were presented at various international forums such as SAE (Society of Automotive Engineers) International, SIAT (Symposium on International Automotive Technology) and others during the last year, which has given a global outlook to the Companys engineers.
span of time. Following are the key knowledge management techniques: + Tear down data management software Knowledge gathered from tear down activities is made accessible to our engineers through TMS (Tear down management system). Benchmarking portal Efforts have been put to compile all the benchmarking information of competitor vehicles in a common portal which is accessible to everyone in R&D, which acts as design inputs for upcoming design projects. Integrated bill of material Different stages of preparation of bill of material have been reduced by implementation of integrated bill of material that has resulted in efficient and effective management. Knowledge protection For preventing infringement of technical knowhow, patents were filed in the key technology areas such as engine design and body design.
Virtual design validation To enhance the virtual validation skills and reduce design cycle time and development cost, digital engineering and engineering information management techniques are being effectively used. The Company has strengthened its capability on virtual engineering by carrying out crash, noise vibration and harshness (NVH), strength and computation fluid dynamics (CFD) simulations for new model development activity as well as up-gradation of existing models by using various simulation tools. Vehicle fuel economy and performance simulation capability has also been added to improve vehicle design process and market problem analysis. Engineering information and knowledge management Increased focus on R&D requires knowledge and information management strategy wherein the knowledge gained is harnessed effectively for future needs and important information reaches all concerned timely for effective and efficient implementation. Knowledge Management techniques have been employed wherein knowledge base of various design processes have been maintained. This has reduced the time taken by a designer/engineer for iterative design processes and capture expertise knowledge to come up with accurate results in the minimum
Information Management systems are implemented for effective and efficient flow of information. PLM (Product Life Cycle Management) system has been optimally utilised with the increase of Team-center Community Usage for information exchange with suppliers. For improving the process efficiency during product development cycle, project management software implementation is planned in phased manner.
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Directors Report
Development and testing During the vehicle development, detailed testing is carried out for the vehicle as well as its systems to ensure safe and reliable vehicles are offered to the customers. Fatigue analysis and endurance testing of vehicles, vehicle systems and engines are conducted. Exterior and interior parts safety and strength testing are also carried out for new model development. The State of the Art vehicle semi-anechoic chamber coupled with advanced application tools has been commissioned to enable higher effectiveness in solving NVH related issues at the model development stages. New design software and licenses 85 licenses for CAD (Computer Aided Design) and 100 licenses for visualisation have been procured to enhance designing capability of the Companys engineers.
Capability development + + + + To develop capability for full model change in all aspectsplanning, design, development and testing Knowledge and information management system upgradation. To develop in-house capability to facilitate the patent filing Developing costing knowledge of various automotive technologies through standard cost tables and cost benchmarking
Particulars A Capital Expenditure B Recurring Expenditure Total Total R&D expenditure as a percentage of total income
+ + + +
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+ + + +
Existing models are upgraded to meet the stringent emission regulation requirement High localisation content in various vehicles has resulted in lower costs Continuous reduction in product cost through VA/VE (value analysis/value engineering) Significant cost reduction of parts of new models compared to existing models, ensuring that the new models are profitable
Technology inducted
The Company has been a pioneer in offering latest technologies at affordable prices to its customers. As a market leader, the Company intends to keep this momentum in future. Some of the steps taken are as under: + Gas Port Injection system introduced in CNG vehicles to ensure better fuel economy, performance and reduced emissions Sequential injection introduced in LPG vehicles to ensure better fuel economy, performance and reduced emissions VGT (Variable Geometry Turbocharger), introduced in diesel engines to improve fuel efficiency and performance
For and on behalf of the board of directors Shinzo Nakanishi Managing Director & CEO New Delhi 31st May 2011 R.C. Bhargava Chairman
Year of Import: FY2010-11 Status of absorption: Above technologies have been used in products introduced during the year.
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Commonwealth Games 2010: Maruti Suzuki provided a range of eco-friendly hybrid and electric cars. Seen here is Managing Director and CEO Mr. Shinzo Nakanishi with the SX4 Hybrid.
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BOARD OF DIRECTORS
Composition of the board
As on 31st March 2011, the Companys board of directors consists of eleven members. The chairman of the board is a non-executive director. The Company has an optimum combination of executive and non-executive directors in accordance with the provisions of clause 49 of the listing agreement. The board is made up of four executive directors and seven non-executive directors, of whom four are independent as given in Table 1. No director is related to any other director. All independent directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring best interest of stakeholders and the Company.
+ Strategic supervision is provided by the board + Control and implementation of Companys strategy
is achieved effectively
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Table 1: Composition of the board of directors as on 31st March 2011 S.No. Name Category
1 2 3 4 5 6 7 8 9 10 11 1.
Mr. R. C. Bhargava Mr. Shinzo Nakanishi Mr. Tsuneo Ohashi Mr. Shuji Oishi Mr. Keiichi Asai Mr. Osamu Suzuki Mr. Kenichi Ayukawa Mr. Amal Ganguli Ms. Pallavi Shroff Mr. Manvinder Singh Banga Mr. Davinder Singh Brar
Chairman, Non-executive Managing Director and CEO, executive Executive Executive Executive Non-executive Non-executive Independent Independent Independent Independent 2.
Foreign companies, private limited companies and companies under section 25 of the Companies Act, 1956 are excluded for the purpose of considering the limit prescribed under clause 49 (I) (C) of the listing agreement. The committees considered for the purpose are audit committee and shareholders grievance committee as prescribed under clause 49(I)(C) of the listing agreement.
None of the directors holds equity shares in the Company except Mr. Shinzo Nakanishi, who holds 20 equity shares of ` 5/- each in capacity of the nominee of Suzuki Motor Corporation, Japan.
BOARD MEETINGS
The board met six times during the year on 26th April 2010, 17th May 2010, 24th July 2010, 30th October 2010, 29th January 2011 and 25th March 2011. The board meets at least once in a quarter with a gap of not more than four months between any two meetings. However, additional meetings are held, whenever necessary. Table 2 gives the attendance record of the directors at the board meetings as well as the last annual general meeting (AGM).
In terms of clause 49 of the listing agreement: 1. None of the directors was a member of more than 10 committees or chairman of more than 5 committees across all companies in which he/she is a director.
Table 2: Board meeting and AGM attendance record of the directors in 2010 2011 Name Number of meetings attended Whether attended last AGM (Total meetings held: 6) Mr. R.C. Bhargava 6 Yes Mr. Shinzo Nakanishi 6 Yes Mr. Shuji Oishi 6 Yes Mr. Tsuneo Ohashi 6 Yes Mr. Keiichi Asai 4 Yes Mr. Osamu Suzuki 0 Yes Mr. Kenichi Ayukawa 0 Yes Ms. Pallavi Shroff 3 Yes Mr. Amal Ganguli 6 Yes Mr. Manvinder Singh Banga 1 No Mr. Davinder Singh Brar 6 Yes
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+ Fatal or serious accidents and dangerous occurrences + Any materially significant effluent or pollution problem + Any material relevant default in financial obligation to
and by the Company or substantial non-payment for goods sold by the Company
Remuneration to directors
Table 3 gives details of the remuneration for the financial year ended 31st March 2011. The Company did not advance any loans to any of its directors in the year under review.
Table 3: Details of remuneration for the financial year ended 31st March 2011 Name Salary & Perquisites (`) 17,555,117 12,946,230 12,920,437 12,926,482 *Performance Linked Bonus (`) 6,982,800 5,140,500 5,140,500 5,140,500 160,000 240,000 120,000 20,000 280,000 56,348,266 22,404,300 820,000 3,400,000 2,000,000 900,000 400,000 1,700,000 8,400,000 Sitting Fees (`) Commission (`) Total (`) 24,537,917 18,086,730 18,060,937 18,066,982 3,560,000 2,240,000 1,020,000 420,000 1,980,000 87,972,566
Mr. Shinzo Nakanishi Mr. Keiichi Asai Mr. Shuji Oishi Mr. Tsuneo Ohashi Mr. R. C. Bhargava Mr. Amal Ganguli Ms. Pallavi Shroff Mr. Manvinder Singh Banga Mr. Davinder Singh Brar Total (`)
*The performance linked bonus is subject to the approval of the board of directors.
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literate and Mr. Amal Ganguli, the Chairman, has expertise in accounting and financial management. The Chairman attended the last annual general meeting to answer shareholder queries. Table 4: Composition of audit committee Name Category Mr. Amal Ganguli Independent Mr. Shinzo Nakanishi Executive Mr. Davinder Singh Brar Independent Ms. Pallavi Shroff Independent
The performance criteria for the purpose of payment of performance linked bonus as defined by the board for the whole-time directors including managing director is as under: + Actual achievement in terms of growth in sales, profit, etc. as compared to the previous year
The chief financial officer, the head of internal audit and the representative of the statutory auditors, internal auditors and cost auditors are permanent invitees to the audit committee. The company secretary acts as the secretary to the audit committee. Other directors and members of management are also invited from time to time as appropriate.
Role
The role of the audit committee includes the following: + Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible
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Disclosure of any related party transactions Qualifications in the draft audit report
Table 5: Attendance record of audit committee members Name Category Meetings attended in 2010 11 (Total meetings held: 6) Chairman Member Member Member 6 6 6 3
The company secretary acts as the secretary to the committee. Objective The committee oversees redressal of shareholders and investors grievances, transfer of shares, non - receipt of balance sheet, non - receipt of declared dividends and related matters. The committee also oversees the performance of the registrar and transfer agent, recommends measures for overall improvement in the quality of investors services, approves issue of duplicate / split / consolidation of share certificates and reviews all matters connected with the securities transfers. In order to provide efficient and timely services to investors, the board has delegated the power of approval of issue of duplicate / split / consolidation of share certificates,
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transfer of shares, transmission of shares, dematerialisation/ rematerialisation of shares not exceeding 2000 equity shares per transaction to the managing director, director & managing executive officer and company secretary severally. Meetings During the year, shareholders/investors grievance committee met twice i.e. on 26th April 2010 and 30th October 2010. Table 7 gives the attendance record. TABLE 7: Attendance record of shareholders/ investors grievance committee members Names Meetings attended in 2010 11 (Total Meetings held: 2) Mr. Shinzo Nakanishi Mr. Kenichi Ayukawa Mr. R. C. Bhargava Mr. Davinder Singh Brar 2 2 2
Details of transactions between the Company and its subsidiaries, fellow subsidiaries, joint ventures, associates during 201011 are given in note no. 25 in schedule 23 to the annual accounts. All related party transactions are negotiated on an arms length basis and are in the interests of the Company.
Code of conduct for the board of directors and senior management personnel
The Company has laid down a code of conduct for the members of the board and identified senior management personnel of the Company. The code of conduct has been posted on the Companys website www.marutisuzuki.com. The code of conduct has been circulated to all the members of the board and senior management personnel and they have affirmed their compliance with the said code of conduct for the financial year ended 31st March 2011. A declaration to this effect signed by Mr. Shinzo Nakanishi, Managing Director & CEO of the Company forms part of this report as Annexure - A.
Investor grievance redressal During the year, 28 complaints were received and resolved. No transfer of shares was pending as on 31st March 2011.
CEO/CFO CERTIFICATION
To reinforce the commitment to adopt best corporate governance practices, the Company has adopted a transparent controls self assessment mechanism to evaluate the effectiveness of internal controls over financial reporting. To facilitate certification by CEO/CFO for the financial year 2010-11, key internal controls over financial reporting were identified and put to self assessment by control owners in the form of self assessment questionnaires through a web based online tool called Controls Manager The self assessment submitted by . control owners were further reviewed and approved by their superiors and the results of self assessment process were disclosed to the auditors and the Audit Committee. The whole exercise was carried out in an objective manner to assess the effectiveness of internal control during the financial year 2010-11. As required by clause 49 of the listing agreement, the certificate duly signed by Managing Director & CEO and Chief Financial Officer was placed before the board of directors at its meeting held on 25th April 2011.
MANAGEMENT
Management discussion and analysis report
This annual report has a detailed report on management discussion and analysis.
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Company. Risks are evaluated by ERMC. In addition to the Company level risks, ERMC also reviews, from time to time, any new risk that may arise due to market dynamics and changes in the business environment. The audit committee and the board of directors also review the status of the risk management activities in the Company.
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SHAREHOLDERS INFORMATION
Means of communication
Financial results Quarterly and annual financial results are published in The HinduBusiness Line, Business Standard, Financial Express and in Hindi editions of Jansatta, Business Standard and Hindustan. Monthly sales figures are sent to stock exchanges as well as displayed on Companys website www.marutisuzuki.com. All official news releases are sent to stock exchanges as well as displayed on the Companys website www.marutisuzuki.com. The Companys website www.marutisuzuki.com contains a dedicated segment called INVESTORS where all information needed by shareholders is available including ECS mandate, nomination form and annual report. The website also displays information regarding presentation made to media/analysts/institutional investors, etc. Annual report is circulated to members and all others entitled there to like auditors, equity analysts, etc. All disclosures and communications to BSE and NSE are filed electronically through Corpfiling. Hard copies of the said disclosures and correspondence are also filed with the exchanges. Following e-mail ids have been exclusively dedicated for the investors queries: [email protected] [email protected] Queries relating to annual report may be sent to [email protected] and queries relating to transfer of shares and splitting/ consolidation / remat of shares, revalidation of expired dividend warrants and other queries relating to dividend may be sent to [email protected].
Annual report Corporate Filing and Dissemination System (Corpfiling) Exclusive e-mail ids for investors
The Company had passed special resolutions in the previous three AGMs. No special resolution was passed in the previous AGM.
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after 14th September 2011, to those whose names appear in the register of members / beneficial owners at the close of business hours on 25th August 2011.
Financial Year Financial Year: 1st April to 31st March. For the year ending 31st March 2012, results will be announced: By end of July 2011: First quarter results By end of October 2011: Second quarter results By end of January 2011: Third quarter results By end of May 2012: Fourth quarter and annual results.
Book closure
The period of book closure is from Friday, 26th August 2011 to Thursday, 8th September 2011(both days inclusive).
Dividend payment
Subject to the approval of the members in the annual general meeting, a dividend payment of ` 7.50 per equity share (face value ` 5 per equity share) will be paid on or
Table 10: Monthly high & low quotation of the Companys equity share Month Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sept 10 Oct 10 Nov 10 Dec 10 Jan 11 Feb 11 Mar 11 Bombay Stock Exchange High (`) Low (`) 1450.00 1305.00 1434.00 1431.90 1271.20 1496.00 1583.00 1599.90 1454.90 1452.20 1271.90 1345.00 1258.35 1171.00 1230.00 1182.00 1201.90 1265.10 1451.55 1335.20 1346.80 1170.00 1145.50 1125.90 National Stock Exchange High (`) Low (`) 1429.00 1300.00 1433.95 1435.00 1271.80 1497.25 1585.00 1560.00 1454.80 1453.40 1275.00 1341.60 1247.70 1170.00 1231.05 1126.85 1202.20 1213.65 1451.00 1336.00 1346.00 1150.30 1144.60 1122.00
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1600 1500 1400 1300 1200 1100 1000 900 800 700 600
Apr-10
May-10
Jun-10
Sept-10
Oct-10
Dec-10
Feb-11
Jul-10
Jan-11
Aug-10
Registrar and transfer agent Karvy Computershare Private Limited Plot No. 17 24, Vittal Rao Nagar Madhapur, Hyderabad 500 081 Ph No: 040-2342 0815 28 Fax No. : 040-2342 0814 / 2342 0857 Mail Id: [email protected] Website: www.karvycomputershare.com
Share transfer system The Companys shares are transferred in dematerialised form and are traded on the stock exchanges compulsorily in the demat mode. Any request for rematerialisation and / or transfer of shares in physical mode is also attended within the stipulated time.
Shareholding pattern Table 11 and 12 list the shareholding pattern and distribution schedule of equity shares of the Company as on 31st March 2011 respectively. Table 11: (I) (a) Shareholding pattern as on 31st March 2011
Category Category of code shareholder Number of shareholders Total number of shares Number Total shareholding as a of shares percentage of total held in number of shares demateriaAs a As a lized form percentage percentage of (A+B) 1 of (A+B+C) (V) (VI) (VI1)
(I)
(II)
(III)
Nov-10
(IV)
(A)
(1) (a) (b) (c) (d) (e) (2) (a) (b)
Mar-11
Sensex
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Number of shareholders
Number Total shareholding as a of shares percentage of total held in number of shares demateriaAs a As a lized form percentage percentage of (A+B) 1 of (A+B+C) 0 0 0 0 0.00 0.00 54.21 54.21 0.00 0.00 54.21 54.21
(c) (d)
0 0 5 5
0 0 156618440 156618440
(B)
(1) (a) (b) (c) (d) (e) (f ) (g) (h) (2) (a) (b)
Sub-Total (A) (2) : Total Share Holding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) PUBLIC SHAREHOLDING 3 INSTITUTIONS
Mutual Funds /UTI Financial Institutions / Banks Central Government / State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Any Others
3.09 14.84 0.00 0.00 0.00 19.23 0.00 0.00 37.16 5.85 2.36 0.07
3.09 14.84 0.00 0.00 0.00 19.23 0.00 0.00 37.16 5.85 2.36 0.07
(c)
(C)
Sub-Total (B)(2) : Total Public Share Holding (B)=(B)(1)+(B)(2) : Total (A)+(B) : Shares held by custodians, against which Depository Receipts have been issued
Promoter and Promoter Group Public
0 0
0 0
0 0
0.00 0.00
0.00 0.00
100.00
100.00
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(I) (b) Statement showing shareholding of persons belonging to the category promoter and promoter group Sr. No.Name of the shareholder Total shares held Number As a % of Grand Total (A)+(B)+(C) (III) 156618360 20 20 20 20 156618440 (IV) 54.21 0.00 0.00 0.00 0.00 54.21 Shares pledged or otherwise encumbered Number As a As a % of Grand Percentage Total (A)+(B)+(C) of Sub Clause (I) (a) (V) 0 0 0 0 0 0 (VI)=(V)/(III)*100 0.00 0.00 0.00 0.00 0.00 0.00 (VII) 0.00 0.00 0.00 0.00 0.00 0.00
(I) 1 2 3 4 5
(II) SUZUKI MOTOR CORPORATION (SMC) SHINZO NAKANISHI NOMINEE OF SMC KINJI SAITO NOMINEE OF SMC SHINICHI TAKEUCHI NOMINEE OF SMC MOTOHIRO ATSUMI NOMINEE OF SMC TOTAL
No shares have been pledged by the Promoters as on 31st March 2011. (I) (c) Statement showing shareholding of persons belonging to the category Public and holding more than 1 per cent of the total number of shares Sr. No. Name of the shareholder Number of shares Shares as a percentage of total number of shares {i.e. Grand Total (A)+(B)+(C) indicated in Statement at para (I) (a) above} 1 LIFE INSURANCE CORPORATION OF INDIA 25384888 8.79 2 HSBC GLOBAL INVESTMENT FUNDS A/C HSBC 17053250 5.90 GLOBALINVESTMENT FUNDS MAURITIUS LTD. 3 ICICI PRUDENTIAL LIFE INSURANCE 4972182 1.72 COMPANY LTD. 4 BAJAJ ALLIANZ LIFE INSURANCE 4190695 1.45 COMPANY LTD. 5 LIC OF INDIA- MARKET PLUS 3967189 1.37 6 LIC OF INDIA MONEY PLUS 3436617 1.19 7 THE MASTER TRUST BANK OF JAPAN,LTD. A/C 2956841 1.02 HSBC INDIAN EQUITY MOTHER FUND TOTAL 61961662 21.45
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(I) (d) Statement showing details of locked-in shares Sr. No. Name of the Category of shareholder shareholders (Promoters/Public) 1 Nil Nil
Nil
Locked-in shares as a percentage of total number of shares {i.e. Grand Total (A)+(B)+(C) indicated in statement at para (I) (a) above} Nil
(II) (a) Statement showing details of Depository Receipts (DRs) Sr. No. Type of outstanding DR Number of outstanding Shares underlying (ADRs, GDRs, SDRS, etc.) DRs outstanding DRs
0 0
0 0
Shares underlying outstanding DRs as a percentage of total number of shares {i.e. Grand Total (A)+(B)+(C) indicated in Statement at para (I) (a) above} 0 0
(II) (b) Statement showing holding of Depository Receipts (DRs), where underlying shares are in excess of 1 per cent of the total number of shares Sr No. Name of the DR Type of outstanding DR Shares underlying Shares underlying outstanding Holder (ADRs, GDRs, SDRs, etc.) outstanding DRs DRs as a percentage of total number of shares {i.e. Grand Total (A)+(B)+(C) indicated in Statement at para (I) (a) above} 1 0 TOTAL 0 0 0 0 0 0
Table 12: Distribution Schedule as on 31st March 2011 Shareholding Class 1 to 5000 5001 to 10000 10001 to 20000 20001 to 30000 30001 to 40000 40001 to 50000 50001 to 100000 100001 and above TOTAL Number of shareholders 128942 285 156 74 38 24 92 303 129914 % 99.25 0.22 0.12 0.06 0.03 0.02 0.07 0.23 100.00 Number of shares 6609868 408942 445726 364882 261601 221575 1335794 279261672 288910060 % 2.29 0.14 0.15 0.13 0.09 0.08 0.46 96.66 100.00
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Table 13: Top ten shareholders List of top-ten shareholders as on 31st March 2011 is as follows: Name 1. 2. 3. 4. 5. 6. 7. 8. Suzuki Motor Corporation Life Insurance Corporation of India HSBC Global Investment Funds A/C HSBC Global Investment Funds Mauritius Limited % of holding 54.21 8.79 5.90
Account with Karvy Stock Broking Limited. The shares issued pursuant to Offer for Sale and still lying unclaimed were credited in this account. The details of these shares are given hereunder:
Securities As on the date of credit of shares in the account No. of shareholders who approached for transfer of shares from suspense account No. of shareholders to whom shares were transferred from suspense account Balance as on 31-03-2011
ICICI Prudential Life Insurance Company Ltd. 1.72 Bajaj Allianz Life Insurance Company Ltd. LIC of India Market Plus LIC of India Money Plus The Master Trust Bank of Japan Ltd. A/C HSBC India A/c Equity Mother Fund HSBC Global Investment Funds A/C HSBC Global Investment Funds Bric Equity 1.45 1.37 1.19
Equity Shares No. No. of of records shares 15 1050
The voting rights on these 1050 shares shall remain frozen till the rightful owner of these shares claims the shares. 1.02
9.
Secretarial audit
0.85 0.80 77.30 As stipulated by the Securities and Exchange Board of India (SEBI), a qualified practising Company Secretary carries out secretarial audit and provides a report to reconcile the total admitted capital with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the stock exchanges and is also placed before the board of directors. The audit, inter-alia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.
Outstanding GDRs / ADRs / warrants or any convertible instruments, conversion date and likely impact on equity
The Company had no outstanding GDRs / ADRs / warrants or any convertible instruments.
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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. Mr. Amal Ganguli, the Chairman of audit committee has been appointed as the ombudsperson and direct access has been given to the employees to contact him through e-mail, post and telephone for reporting any matter.
Plant location
The Company has four plants, three located in Palam Gurgaon Road, Gurgaon, Haryana and one located at Manesar Industrial Town, Gurgaon, Haryana.
b.
Mr. Pranab Mukherjee, Union Finance Minister presenting the Best CFO award to Mr. Ajay Seth (For Consistent Liquidity Management)
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II.
A view from the R&D Centre, Gurgaon. The strength of Engineers in R&D crossed 1000 in FY2010-11.
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Annexure A
DECLARATION OF THE MANAGING DIRECTORS & CEO
This is to certify that the Company had laid down code of conduct for all the board members and the senior management personnel of the Company and the same is uploaded on the website of the company www.marutisuzuki.com. Further, certified that the members of the board of directors and senior management personnel have affirmed the compliance with the code applicable to them during the year ended 31st March 2011.
For Price Water House Firm Registration Number: FRN 301112E Chartered Accountants
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A new car design under discussion with the top management at the R&D centre, Gurgaon.
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SUSTAINABILITY
The foundation of Companys sustainability rests on its robust stakeholder engagement process. The Company has identified six key stakeholder groups (employees and their families, local community and society, environment and regulatory authorities, customers and their families, shareholders and investors, dealers, suppliers, and other business partners) and has developed ways to engage with them in a systematic and periodic manner. On the environmental front, in FY2010-11 the Company made improvements on its energy and water consumption at its manufacturing sites at Gurgaon and Manesar. Emission levels at both sites were strictly monitored. To reduce emissions due to transportation, the Company is working on a project to transport cars by rail. The Company continued to implement its flagship driving training programme through Institutes of Driving and Traffic Research (IDTR) and Maruti Driving Schools (MDS). During the year, driving training was imparted to 187,000 people across the country. The Company has 166 functional MDS set up in partnership with dealers and 4 IDTRs set up with state governments. The Company also focused on generating awareness on road safety through sessions for school children and worked on advocacy with industry bodies, SIAM and CII. For vocational training, the Company worked with seven Industrial Training Institutes (ITIs) across states for their overall upgradation. This included improvement in infrastructure, teacher training, repair and maintenance of machines and tools and industry exposure for students and faculty. In the four villages neighbouring the Manesar plant, the Company worked on healthcare, education, infrastructure development and vocational training. Here too, the Company adopted a partnership approach and worked closely with villagers and select local NGOs to implement projects. The Company publishes it sustainability report every year as per GRI G3 reporting guidelines. This report is
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externally verified by an independent assurance agency. It covers environment and social performance of the Company in detail and is available on the Companys website www.marutisuzuki.com
BUSINESS PERFORMANCE
Domestic Market
Sales remained buoyant in the rural and the semi-urban markets. The focus of the Company to build infrastructure to sell and service cars in these markets paid good dividends. The top-10 cities, where sales had been sluggish during the previous year, also came back strongly. Overall, growth was evident across markets, geographies, sectors and consumer segments. The Indian passenger vehicle market reached a size of approximately 2.5 million unit sales in the year. This puts India amongst the top seven markets in the world. Global car manufacturers are continuously enhancing their efforts in India. Competition intensified in the high volume segments, including compact cars and entry sedans. The new models created excitement in the market and kept consumer interest alive. The Company marginally increased its share from 44.6 per cent to 44.9 per cent in passenger vehicles. Some of the Companys models continue to be on waitlist despite production being increased very substantially. The philosophy of the Company is to provide best value to the customer over the lifecycle of the car. The selection of product technology is aligned to deliver this. In keeping with this approach, the K-series gasoline engines were introduced in FY2008-09. These are compact, lightweight, low-friction, more fuel efficient engines. Although there is normally a trade-off between performance (acceleration) and fuel efficiency, the K-series engine is able to strike a balance and deliver on both parameters. This has been appreciated by the customers and cars with K-series engines are selling very well. During the year, these engines were made available in more models. The K-series engines are now mounted on Alto, A-star, WagonR, Estilo, Swift, Ritz and Dzire. These engines are manufactured at the state-of-the-art, fully integrated manufacturing facility at the Gurgaon plant. During FY2010-11, the Company commissioned phase-3 of the machining and casting facility for the K-series engines, taking the total manufacturing capacity for these engines to more than 780,000 per annum.
During the year, the Company launched refreshed variants of WagonR and Alto with the new K-series engines. SX4 was offered with a Super Turbo Diesel engine. The Company launched the Suzuki Kizashi, Indias first sports luxury sedan. It sports a 2.4 litre engine and is endowed with best-in-class features. The Company developed in-house i-GPI (Integrated Gas Port Injection) Technology and launched factory-fitted CNG variants for five of its models: Alto, WagonR, Eeco, Estilo and SX4. This i-GPI technology delivers higher fuel efficiency compared to conventional CNG cars. Besides, the loss of power compared to gasoline engine cars, a shortcoming of conventional CNG technology, is negligible in the case of i-GPI. The Company believes that once CNG availability improves across the country, it could become a popular option owing to its low cost and environment friendliness. Apart from launching new products, the Company added 131 new sales outlets to reach 933 outlets in 668 cities and increased its service reach to 1,395 cities with 2,946 outlets. The Companys network is now servicing about 1.2 million vehicles every month. With increasing service load, the importance of training has taken priority. The Company has initiated tieups with 28 ITIs (Industrial Training Institutes) to enhance availability of technical manpower at workshops. The Company benefited from sales in both the top cities and the rural hinterland with the help of its network reach. In the last four years, rural sales have grown to contribute 20 per cent of total domestic sales. About 40 per cent of the Companys sales outlets are in the rural format, with a scaled down investment that enables viability on lower volumes.
Rural Sales (as a percentage of domestic sales)
20% 16% 9%
3.5%
2007-08 2008-09 2009-10 2010-11
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With shortening car ownership cycle, the residual value of the car is becoming an important determinant of the total cost of ownership. The Companys pre-owned car business sold 212,640 cars in the year, a growth of 30 per cent over the previous year. The Company is in the process of restructuring its insurance initiative to align it to regulatory requirements and make it more customer-friendly.
increase export volumes in many markets. In FY2010-11, the Company introduced Alto K10 in some of the export markets. It has received good response. With rising oil prices, demand for fuel efficient vehicles will remain strong.
Exports
FY2009-10 saw a huge jump in export sales to European markets, driven by the scrappage incentive schemes. Since these schemes were not permanent in nature, the Company kept its focus on developing markets outside Europe. While sales to Europe dropped in FY2010-11, the proportion of sales to non-European markets increased from about 20 per cent in FY2009-10 to 55 per cent in 2010-11.
147,575
138,266
70,023 53,024
2007-08
2008-09
2009-10
2010-11
In all, the Company sold 138,266 units in the export markets as compared to 147,575 units in the previous year. This is a decline of 6.3 per cent. In 2010-11, the Company crossed 800,000 units of cumulative export sales. The cumulative export of A-star, the flagship export model, crossed 200,000 units in 24 months of exports. Algeria, Chile, Netherlands, Indonesia and Sri Lanka emerged as the top export markets during the year. The Company explored new markets like Hungary, Malaysia, Laos and Lebanon. The exports team also worked closely with export distributors to implement sales enablers and shared best practices from the domestic market. This helped
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This is in line with the preferences of the Indian customer. While customers have always been sensitive to fuel economy, they are also seeking power and liveliness. Increasingly, they also want their drive to be silent and smooth, which implies that NVH (Noise Vibration Harshness) has to be kept to a minimum. As mentioned in the Business Performance section, the new K-series engine has been designed the techno_logical way to meet these triple objectives. Similarly, for comfort, the Company has introduced technologies like cruise control, auto air-conditioning, electrically operated outside rear view mirror and glass antenna in select models. With high engine power and improving highways in India, comes the need for adequate safety features. The Company offers customers the option of advanced safety features like airbags, antilock braking (ABS) and electronic brakeforce distribution (EBD) in A-star, Ritz, Swift, DZire, SX4 and Kizashi.
WagonR with SET (Smart Efficient Technology) and a diesel version of SX4 with a Super Turbo diesel engine. The Company was adjudged the best in India in three passenger car segments, WagonR in the compact segment, Swift in premium compact and Swift Dzire in the entry midsize segment in the JD Power Asia Pacific Survey 2010 on Automotive Performance, Execution and Layout (APEAL). Also, Swift Dzire took top honours in the entry mid-size category in the Initial Quality Survey by JD Power Asia Pacific. During the year, the Companys R&D team started work in a unified way with SMC to design and develop models. The Company is in the process of building full body capability. This entails an integrated effort to induct and train design engineers, put up world class testing infrastructure, create shared IT infrastructure for computer-aided engineering and building live project experience. The Companys R&D engineers strength crossed 1,000 and work is in progress towards building proving grounds at Rohtak in Haryana.
OPERATIONS
With market demand much beyond initial projections, and the Company already facing capacity constraints, the challenge during the year was to enhance productivity and efficiency to new levels. With consistent efforts on innovation, people development and process upgradation the Company was able to manufacture far beyond capacity. The Company increased manufacturing capability through better facility utilisation, higher plant-model flexibility, in-house automation initiatives and ultra-modern flexi-lines. By March 2011 production was at an annualised rate of 1.4 million units per annum. The ramp-up time of new models improved by 40 per cent, enabling the Company to meet spurts in demand. The Companys Production Management System (PMS), which has enabled sharp improvement in efficiency and productivity in recent years, moved to the next phase. The core of PMS lies in involving people at all levels and generating ideas through a series of brainstorming sessions. The PMS strives to achieve manufacturing excellence in four areas: Safety, Quality, Productivity and Cost. The ideas generated are worked upon by cross-functional teams across verticals. This has led to significant improvement in process quality and productivity. An example is pre-delivery inspection, a parameter of production quality measured during tests at dealership. It has improved by 30 per cent owing to cross-functional efforts by Production, Quality Assurance and Service.
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People involvement is the key to process improvements and cost reduction. With committed focus and special drives, employees continued to generate suggestions towards continuous improvement in systems & processes, productivity and in eliminating waste.
Suggestion Scheme
No. of Suggestions Cost Saving (` million)
228,872
15 per cent. Water consumption per vehicle was down 5 per cent in the manufacturing process. In the Manesar Plant, electricity consumption per vehicle came down 1 per cent, CO2 emission was lower by 13 per cent while water consumption reduced 16 per cent compared to the previous year. This was helped by certain new initiatives taken during the year
2006-07
2007-08
2008-09
2009-10
The Company undertook 29 major automation initiatives in-house, further reducing cost. An in-house Technical Training Centre maps and imparts right technical skills to people. It currently offers 36 modules. The Company also observes a theme-based safety day every month, involving almost all employees in the effort.
2010-11
Environment + Use of cleaner fuel (R-LNG) at Manesar plant + Use of canal water in Manesar plant + Channelising hazardous waste for use in cement industry + CDM for vehicle transportation + Use of fly-ash for construction + Green belt development Energy Savings + LED Lights for street lights and meeting rooms + Solar lighting covering all street-lights in Gurgaon plant + Use of natural light in meeting rooms + Energy efficient air washers in Gurgaon plant Water Conservation + Air cooled cooling towers in Gurgaon and Manesar plants + Air cooled air dryers in compressed air plant
Information Technology
The Company is refining its database of over 8 million customers. This will enable the Company to connect with customers in a more meaningful and relevant manner.
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During the year, IT also played a critical role as the Company embarked on a unified approach to product development, with SMC. The Company continued to strengthen the information technology backbone end-to-end to support the value chain. This covered the dealer management system, niche technology solutions in the Parts business for better forecast and superior warehouse management to serve customers better.
imported by vendors. This will reduce the risk of foreign exchange exposure and bring down input cost. There is now a 3-year roadmap to bring down vendor imported content significantly from present levels. Cost reduction efforts and continuous improvements helped minimise the impact of hardening commodity prices and adverse currency movements. Various projects at the Company, and at the suppliers, saw cost reduction via yield improvement, focused model cost down and alternate sourcing from more cost efficient sources. The Company is looking at opportunities from FTAs and similar arrangements for source substitution of technologically complex items, presently being imported from other locations. Suppliers are investing in dedicated expansions to support the increase in production volumes, in-line with the Companys long term targets. The Company is working with suppliers to undertake detailed study of financials to identify stress or any exposure to financial risk, and also gear up for growth opportunities in the medium term. The Company has requested its vendor partners to enhance scalability and reliability given the huge growth opportunity in the Indian car market. A professional management and professional human resource practices are important prerequisites to scalability and reliability. Towards this end, the Company is working in a structured way with vendor companies in the area of people management and improving work environment. This will help improve speed, productivity and scalability, while contributing to sound industrial relations and reliability. The Company expects Tier-1 suppliers to cascade these efforts to Tier-2 and Tier-3 suppliers for a healthy value chain.
Aluminium Aluminium m
Palladiu Palladium a um
Copper r
Rubber R bb r
As the year exposed the Company and the suppliers to currency fluctuations, including an appreciating Yen, the Company enhanced focus on localisation of components
Plastics
Steel e Steel
Lead d
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Financial Performance
Table 1: Abridged profit and loss account for 2010-11 (` million) Parameters 1 Volumes (Nos) Domestic Export Total 2 Gross Sales Vehicles Spares, dies, moulds 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Excise duty Net sales (2-3) Income from services Total operating income Other income Total income Consumption of raw materials & components, stores & traded goods Employee costs Manufacturing, administrative and other costs Selling and distribution expenses Financial expenses Depreciation Total expenditure PBT (8-15) Current tax Deferred tax PAT (16-17-18) 1,132,739 138,266 1,271,005 404,190 380,057 24,133 42,908 361,282 1,715 362,997 12,227 375,224 287,943 7,036 29,178 9,600 244 10,135 344,136 31,088 8,101 101 22,886 870,790 147,575 1,018,365 318,073 298,534 19,539 28,488 289,585 1,404 290,989 10,243 301,232 224,134 5,456 17,972 9,160 335 8,250 265,307 35,925 11,230 (281) 24,976 -8.4% 29.7% 24.6% 24.8% 2010-11 2009-10 Change
Table 2: Financial Performance Ratios (as a percentage of Net Sales) Parameters Material cost Employee cost Manufacturing & Admin expenses Selling and Distribution expenses Depreciation Profit before Tax Profit after Tax 2010-11 79.7% 1.9% 8.1% 2.7% 2009-10 77.4% 1.9% 6.2% 3.2% Change (2.3) (1.9) 0.5
(3.8) (2.3)
Treasury Operations
The Company has efficiently managed its surplus funds through careful treasury operations. The guiding principle of the Companys treasury investments is safety and
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prudence. In view of this, the Company invested its surplus funds in debt schemes of mutual funds, corporate bonds and short-term bank fixed deposits. This has enabled the Company to earn reasonable and stable returns in a volatile interest rate scenario. Table-3 lists the different portfolios while Table-4 lists the return on these surplus funds. Table 3: Investment of surplus funds (` million)
Corporate Bonds Bank Fixed Deposits Debt Mutual Funds Total 31-03-11 % of total 10% 7,000 31-03-10 % of total 67,930 67,930 100% 100%
HUMAN RESOURCES
The driving force behind the Companys performance has been its people. Their passion, commitment, sense of ownership and team work has enabled the Company to sustain its leadership position. The Company is bringing in new HR initiatives in line with the medium and long term business strategy. Keeping in mind the expanding scale of business operations, the Company has created a decentralised HR organisation. This has taken HR closer to individual business verticals. Now, Plant-HR, Engineering-HR, Commercial-HR and Supply Chain-HR have a more targeted focus on manpower planning & recruitment, people development and HR policies & compensation management. People development across functions and levels remains a key focus area. A well defined training policy and training needs identification process and an annual training calendar helps map the requirement of employees and formulate the annual training calendar. A total of 52,908 training man-days, with 6 man-days per employee, were achieved in FY2010-11. In developing phase-1 of the R&D test course at Rohtak, the Company is building its R&D talent pool through local as well as global hiring of engineers with specific skills in the areas of advanced automotive technologies, clay modelling and interior designs. Capability building is being planned and executed at different levels. In addition to internal and external training on specific competencies, this is being done through overseas on-the-job training at SMC. Positive steps are taken towards strengthening internal communication and connect with the employees. Employees are kept updated on the latest business and industry developments through the in-house online portal and division specific communication meetings. The Company has created a number of avenues for employees to share their views and opinions with the top management. These Initiatives help map expectations of employees. The Company works on the feedback and keeps re-looking at the existing policies, systems & processes. This year, employees remuneration package was restructured in line with market trends, and the annual increase was paid out as a lump-sum during the year. In the Companys journey towards business excellence, development of channel partners is equally critical.
Table 4: Income from investment of surplus funds (` million) Interest on Corporate Bonds Interest on Fixed Deposits Dividend from Debt Mutual Funds Net Profit from sale of Investments Total 2010-11 298 681 2,066 630 3,675 2009-10 1,156 1,531 1,291 3,978
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The Company took significant efforts in advocating professional HR practices at dealers and vendors to achieve excellence in the entire value chain.
RISK FACTORS
The Company operates in an environment which is affected by various factors some of which are controllable while some are outside the control of the Company. The activity of risk management in the Company is reviewed by the Audit Committee through a management subcommittee, namely the Executive Risk Management Committee (ERMC). The ERMC consists of the Managing Director & CEO and all executive officers of the Company. It reviews the risk management activities on a regular basis in addition to scanning for any new risks that may arise due to changes in the business environment. While the possibility of a negative impact due to one or more such risks cannot be totally precluded the Company proactively takes reasonable steps and makes efforts to mitigate significant risks that may affect it. Some of the risks that are potentially significant in nature and need careful monitoring are listed hereunder:
+ + + + + + +
Macroeconomic Factors Preparedness of value chain partners Inappropriate product portfolio Competition product launches Talent acquisition & retention Geographic concentration Changes in government policy and legislation
High commodity prices and adverse currency movements continue to be the challenges. Besides existing efforts to boost productivity, reduce waste and enhance value, the Company is working on new initiatives like higher localisation and hedging to reduce the impact of commodity prices and currency. The Company is conscious that talent will be key to achieving the goals envisaged for the medium term. Specific initiatives are being taken in the area of recruitment and development. The Company is working closely with suppliers and dealers to prepare them for growth as well as higher competitive intensity.
OUTLOOK
The market for passenger vehicles in India is estimated to grow to 4.5 million to 5 million units by 2015-16. Although rising inflation, interest rates and crude oil prices are concerns in the short term, the Company is optimistic about the medium and long term. The Company is gearing up for growth. Initiatives to expand manufacturing capacity are underway. The Companys products are well received by customers. SMCs design philosophy of aggressive and sporty cars, K-series technology and the popularity of the Companys diesel car offerings augur well for the future. To supplement this, the Company is stepping up its R&D capability to work in a unified way with SMC and offer a regular pipeline of new and refreshed models. The Companys network of sales and service outlets continues to be its strength. Network is set to expand in the future, and will help tap opportunity as economic prosperity widens and deepens in the country.
Disclaimer
Statements in this management discussion and analysis describing the Companys objectives, projections, estimates and expectations are categorised as forward looking statements within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations include an onward trend in the domestic auto industry, competition, rise in input costs, exchange rate fluctuations, and significant changes in the political and economic environment in India, environmental standards, tax laws, litigation and labour relations.
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Sustainability
SUSTAINABILITY AT MARUTI SUZUKI
Sustainability is central to the Companys operations and its business strategy. Making a humble beginning with the launch of Maruti 800 in 1983, Maruti Suzuki has grown to become the largest passenger car manufacturer in India offering customers 14 models. The Companys presence can be seen across the length and breadth of the country. The Company has sustained its leadership position in the passenger vehicle market despite tough competition and market conditions. This has been achieved through high focus on all the aspects of sustainability - economic, environmental and social. The Company has established a robust risk identification and mitigation framework. All risks and mitigation plans are deliberated and compiled by the Executive Risk Management Committee (ERMC) and reviewed by the Audit Committee on a regular basis. The Company has a designated Chief Risk Officer to facilitate risk management activities. The Company registered its highest ever sales of 1,271,005 vehicles in the domestic and export markets during 2010-11. The Companys sales in the domestic market crossed the milestone of 1 million vehicles for the first time in 2010-11 registering a sale of 1,132,739 units, a growth of 30.1 per cent over the previous year. The Companys market share increased from 44.6 per cent in 2009-10 to 44.9 per cent in 2010-11, despite increased competition with new model launches in compact and sedan car segment.
Environmental sustainability
Making a thought-out decision to invest in environment, the Company has tried its best to stay ahead of government regulations. The Company addresses environmental issues from the point of view of manufacturing, products and supply chain. The Company is guided by its Environment Policy that promotes energy conservation, 3Rs (Reduce, Reuse and Recycle), green procurement, environment friendly mobility and environment consciousness among its direct stakeholders. The Company also follows SMCs basic philosophy of Smaller, Fewer, Lighter, Shorter and Neater in its manufacturing facilities. The Company has been able to reduce per vehicle electricity consumption by 32 per cent and 38 per cent at its Gurgaon and Manesar plants respectively. Similarly, per vehicle water consumption has reduced by 62 per cent and 61 per cent respectively. Both facilities are zero water discharge (outside factory premises).
Economic sustainability
The Company believes in financial prudence and refrains from investments for quick gains. Investments for business expansion projects are met from internal accruals. The Company has a healthy balance sheet and adequate reserves to meet its requirements of funds for future expansion. The Company is investing over ` 60,000 million in new manufacturing facilities, expansion of R&D facilities and vehicle stockyards. The Company has institutionalised a robust system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that all transactions are authorised, recorded and reported correctly. The Company is exposed to risks associated with fluctuations in foreign exchange rates mainly on import of components, raw materials, royalty payments and export of vehicles. The Company has a well-structured exchange risk management policy. The Company manages its exchange risk by using appropriate hedge instruments depending on the market conditions and the view on the currency. To reduce this risk further, the Company has been focusing on localising the vendor imported components. This will help reduce cost, bring immunity against foreign exchange fluctuations and at the same time, provide a boost to small and medium scale local industries.
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Sustainability
Environment friendly natural gas is used in captive power plants to meet power requirements of the Company and its suppliers located in the Suppliers Park in Gurgaon and Manesar locations. The quality of ambient air and stack emission parameters (SOx, NOx, SPM etc.) are monitored by government approved external agency at regular frequency. The monitored values are well within the prescribed limits. The Company also works with its suppliers to reduce any negative impact on the environment. Suppliers are encouraged to shift their production facilities near the Companys manufacturing sites. Both Gurgaon and Manesar plants have a dedicated Suppliers Park that reduces the pollution involved in transportation. Of the 19 joint ventures of the Company, 11 are located in the Suppliers Park. The Company has been able to source 86 per cent supplies by value from suppliers situated within 100 kms radius. Only trucks carrying valid Pollution Under Control (PUC) Certificate are allowed to enter inside the Company premises for supply of parts. Suppliers are encouraged to use recyclable and reusable packing for component supplies.
On the product side, the Company has introduced fuel efficient and environment friendly K-series petrol engine and i-GPI CNG engine technologies. CNG vehicles launched by the Company emit almost 20 per cent lower CO2 as compared to their petrol variants e.g. WagonR CNG has CO2 as low as 101.4 gm/kg as compared to 130 gm/kg of WagonR petrol. The Company has the distinction of introducing a host of environment friendly programmes ahead of government regulations and the industry. This includes implementing End of Life Vehicle (ELV) programme where hazardous elements like Lead, Cadmium, Hexavalent Chromium and Mercury are not used in making vehicles.The Company produced the first BS-IV and E-10 compliant engines ahead of regulations coming to force in the country. All vehicles manufactured are asbestos free and most are ELV compliant. The vehicles comply with Euro-IV emission norms even though these norms are applicable only in limited cities. The Company has showcased electric and hybrid vehicles in the last Auto Expo at New Delhi. The Company has also partnered with the government
Mr. Pawan Kumar Bansal, Union Minister for Water Resources & Parliamentary Affairs presenting Mr. S. Y. Siddiqui, the CII ITC Sustainability Award 2010 for Strong Commitment to Sustainability.
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Institute of Driving and Traffic Research, New Delhi. under National Hybrid Propulsion Programme (NHPP) and Ministry of New and Renewable Energy Resources (MNRE) programme to develop environment friendly vehicles. The Company also works with two ITIs dedicated for women at Gurgaon and Jhajjar in Haryana. The Company partners with the ITIs for their overall upgradation including basic infrastructure development, repair and maintenance of machines, provision of teaching aids, industry exposure for students and faculty, preparation of Institute Development Plan, soft skills training etc. The Company continued working in four neighbouring villages in Manesar on issues of healthcare, education, infrastructure development and skill training in 2010-11. In addition to the social benefits to the local community, these initiatives helped in building cohesive relation between the community and the Company. The Company encourages its employees to contribute for the social and economic development of underprivileged sections of the society. Under the volunteering programme, employees contributed 2,792 volunteering hours in 2010-11. Cumulatively, employees have spent 7,095 hours in volunteering activities since the programme launch in November, 2008. The Company publishes Sustainability Report as per the GRI G3 Reporting Guidelines. For detailed information of the Companys sustainability performance, please refer to the sustainability report available on the Company website www.marutisuzuki.com
Social sustainability
The Companys social initiatives focus on three primary areas- road safety, vocation training through upgradation of ITIs and community development in Manesar. In addition to these, the Company also runs an employee volunteering programme called e-Parivartan and operates two schools for children of employees and the local community. The Company began its road safety initiative in 2000, offering a well-structured and scientifically designed driving training programme to the public. The Company has a two-pronged approach to impart driving skill to existing as well as new drivers; one is through Institute of Driving and Traffic Research (IDTR) and the other through Maruti Driving Schools (MDS). The Companys driving training infrastructure at present includes 4 IDTRs and 166 Maruti Driving Schools spread across the country. IDTR and MDS have together trained over 850,000 people in safe driving so far. The Company has collaborated with select ITIs across the country for skill training of man power. The Company is presently working with seven ITIs, of which four were collaborated within the reporting year. As affirmative action, the Company has deliberately chosen to work with the ITI at Elathur, Kerala that specifically caters to the Schedule Caste and Schedule Tribe (SC/ST) community.
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Financial Results
2010-2011
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AUDITORS REPORT
TO THE MEMBERS OF MARUTI SUZUKI INDIA LIMITED 1. We have audited the attached Balance Sheet of Maruti Suzuki India Limited (the Company), as at 31st March, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that: i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items, except furniture and fixtures, office appliances and certain other assets having an aggregate net book value of ` 974 million, over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. (c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. ii) (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with the third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material. iii) iv) The Company has not taken / granted any loans, secured or unsecured, from / to companies, firms or other parties covered in the register maintained under Section 301 of the Act. In our opinion and according to the information and explanations given to us, having regard to the explanation that certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. (b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements and exceeding the value of ` Five Lakhs in respect of any party during the year, which have been made at prices which are not reasonable having regard to the prevailing market prices at the relevant time. In respect of purchase of goods and materials including components from the holding company, the prices paid for these items are not comparable as these are of special nature.
2.
3.
v)
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AUDITORS REPORT
vi) vii) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.
viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. ix) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess as at March 31st, 2011 which have not been deposited on account of any dispute are as follows: (` Million) Name of the statute (Nature of Dues) Amount Amount deposited under protest Period to Forum where the dispute which the is pending amount relates
Income Tax Act, 1961 (Tax & Interest) Wealth Tax Act, 1957 (Tax) Haryana General Sales Tax Act (Tax & Interest) Delhi Sales Tax Act (Tax) The Central Excise Act, 1944 (Duty, Interest & Penalty)
5,085
4,178
1991 to 2009
1 3 47 1,963
1 2 6
Income Tax Appellate Tribunal/ High Court/ Commissioner Income Tax (Appeals)/AO(TDS) High Court Assessing Authority Additional Commissioner
The Finance Act, 1994 (Service Tax, Interest & Penalty) Customs Act, 1962 (Duty & Interest)
156 27
2 22
May1989 to Customs Excise & Service Tax September 2010 Appellate Tribunal/ High Court/ Supreme Court July 2003 to Customs Excise & Service Tax March 2010 Appellate Tribunal February 2003 to Customs Excise & Service Tax August 2003 Appellate Tribunal
For detailed listing refer Note 29 on Schedule 23 x) The Company has no accumulated losses as at March 31, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank or debenture holders as at the balance sheet date. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
xi)
xii)
xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company. xiv) In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments. xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.
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AUDITORS REPORT
xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained. xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment. xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. xix) xx) xxi) The Company has no outstanding debentures as at the year end. The Company has not raised any money by public issue during the year. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.
4.
Further to our comments in paragraph 3 above, we report that: (a) (b) (c) (d) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purposes of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section(3C) of Section 211 of the Act and Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other accounting standard referred to in sub-section (3C) of Section 211 of the Act; On the basis of written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act; In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and (iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
(e)
(f )
For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants Anupam Dhawan Partner Membership Number - F084451
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BALANCE SHEET
AS AT 31st MARCH, 2011
(` in Million) As at 31.03.11 As at 31.03.10
Schedule SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share Capital Reserves and Surplus LOAN FUNDS Secured Loans Unsecured Loans DEFERRED TAX (Note 19 on Schedule 23) Deferred Tax Liabilities Deferred Tax Assets Total APPLICATION OF FUNDS FIXED ASSETS Gross Block Less: Depreciation / Amortisation Capital Work-In-Progress INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances LESS: CURRENT LIABILITIES AND PROVISIONS Current Liabilities Provisions Net Current Assets Total SIGNIFICANT ACCOUNTING POLICIES NOTES TO ACCOUNTS This is the Balance Sheet referred to in our report of even date. For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451 Place: New Delhi April 25, 2011 1 2 3 4 1,445 137,230 312 2,781 2,512 (868)
138,675
118,351
3,093
8,214
1,644 143,412
1,370 127,935
6 7 8 9 10 11 12
69,580 51,067
54,123 71,766
14,150 8,933 25,085 1,673 13,722 63,563 35,540 5,258 40,798 22,765 143,412
12,088 8,099 982 848 15,707 37,724 29,365 6,313 35,678 2,046 127,935
13 14
22 23 The Schedules referred to above form an integral part of the Balance Sheet. SHINZO NAKANISHI Managing Director & CEO S. OISHI Director
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Schedule INCOME Gross Sales less: Excise Duty Net Sales Income from Services [Net of expenses ` 378 million (previous year ` 137 million)] Other Income Total EXPENDITURE Consumption of Raw Materials and Components (Note 4,14 and 17 on Schedule 23) Purchase of Traded Goods Consumption of Stores Employees Remuneration and Benefits Manufacturing, Administrative and Other Expenses Selling and Distribution Expenses Total Less: Vehicles/ Dies for Own Use Add : (Increase) /Decrease in Work-in-Progress and Finished Goods and Spare Parts Total Earnings before Interest, Depreciation, Tax and Amortizations (EBIDTA) Interest Depreciation / Amortisation Profit before Tax Less : Tax Expense - Current Tax - Deferred Tax (Note 19 on Schedule 23 ) Profit after Tax Add: Brought forward from previous year's account Profit available for Appropriation Less: Appropriation : General Reserve Proposed Dividend Corporate Dividend Tax Balance carried forward to Balance Sheet Basic/Diluted Earnings Per Share (in `) (Note 18 on Schedule 23) Significant Accounting Policies Notes to Accounts This is the Profit and Loss Account referred to in our report of even date. For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451 Place: New Delhi April 25, 2011 15
17 18 19
21
20 5
The Schedules referred to above form an integral part of the Profit and Loss Account. SHINZO NAKANISHI Managing Director & CEO S. OISHI Director
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This is the Cash Flow Statement referred to in our report of even date. For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451 Place: New Delhi April 25, 2011 SHINZO NAKANISHI Managing Director & CEO S. OISHI Director
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SCHEDULE
(` in Million) As at 31.03.11 SCHEDULE 1 - SHARE CAPITAL Authorised Capital 744,000,000 Equity Shares of ` 5 each (Previous year 744,000,000 equity shares of ` 5 each) ISSUED, SUBSCRIBED AND PAID UP CAPITAL 288,910,060 Equity Shares of ` 5 each (Previous year 288,910,060 equity shares of ` 5 each) fully paid up Of the above 8,840,000 Equity Shares of ` 5 each (Previous year 8,840,000 equity shares of ` 5 each) were issued for consideration other than cash. - 156,618,440 Equity Shares of ` 5 each (Previous year 156,618,440 equity shares of ` 5 each) are held by Suzuki Motor Corporation, the Holding Company and its nominees 1,445 1,445 3,720 1,445 3,720 1,445 As at 31.03.10
SCHEDULE 2 - RESERVES AND SURPLUS Share Premium Account Hedge Reserve Account General Reserve Balance as per Profit and Loss Account 4,241 238 11,928 100,499 116,906 2,289 18,079 20,368 4,241 194 14,217 118,578 137,230
As at 31.03.11 SCHEDULE 3 - SECURED LOANS SHORT TERM LOANS - FROM BANKS Cash Credit (Secured by pari passu first charge on the stock, book debts and other current assets) 312 312
As at 31.03.10
265 265
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SCHEDULE
(` in Million) As at 31.03.10
As at 31.03.11 SCHEDULE 4 - UNSECURED LOANS SHORT TERM LOANS - FROM BANKS Export Credit LONG TERM LOANS - FROM BANKS Foreign Currency Loans * Loan from Japan Bank of International Cooperation and Bank of Tokyo Mitsubishi *(Guaranteed by Suzuki Motor Corporation, Japan, the Holding Company) {Payable within one year ` 1390 Million (Previous Year ` 1400 Million)} 2,781 SCHEDULE 5 - FIXED ASSETS
2,781
3,750 4,199
7,949
Particulars
Gross Block
Depreciation / Amortisation
Net Block
As at Additions Deductions/ As at Upto 01.04.10 Adjustments 31.03.11 01.04.10 Tangible Assets: Freehold land (Note 1 & 3) Leasehold land Building Plant and Machinery (Note 2) Electronic Data Equipment Processing 6,922 570 7,231 86,706 1,227 690 527 194 104,067 87,206 2,584 782 419 10,606 165 116 220 454 15,346 18,334 (5) (1,745) (96) (4) (186) 9,506 1,352 7,645 95,567 1,296 802 561 648 6 1,330 51,009 1,030 235 175 35 53,820 46,498
9,506 1,343 6,098 36,745 200 524 421 457 55,294 50,247
Furniture , Fixtures and Office Appliances Vehicles Intangible Assets: Lump Sum Royalty Total Previous Year Figures
Freehold land costing ` 5,304 million (Previous year ` 5,255 million) is not yet registered in the name of the Company. A part of this land has been / would be made available to group companies. Plant and Machinery (gross block) includes pro-rata cost amounting to ` 374 million (Previous year ` 374 million) of a Gas Turbine jointly owned by the Company with its group companies and other companies. Freehold Land includes 600 acres of land allotted to the Company by Haryana State Industrial Development Corporation, a part of which has been made available to group companies.
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SCHEDULE
(` in Million) As at 31.03.10 1,840 450 1,586 3,876
As at 31.03.11 SCHEDULE 6 - CAPITAL WORK-IN-PROGRESS Plant and Machinery Civil Work-in-progress Capital Advances 7,519 2,580 4,187 14,286
SCHEDULE 7 - INVESTMENTS (Note 27 on Schedule 23) Trade Investments : Long Term : Quoted Equity Shares (Fully Paid) Unquoted Equity Shares (Fully Paid) (Note 1) Investment in Subsidiary Companies Unquoted Equity Shares (Fully Paid) Other Investments: Long Term (Quoted) : Corporate Bonds (Note 2) Long Term (Unquoted) : Mutual funds Current (Unquoted) : Mutual funds Aggregate Value of Unquoted Investments Aggregate Value of Quoted Investments Market Value of Quoted Investments (Note 2) Note: 1. Include equity shares pending allotment amounting to ` Nil (Previous Year ` 5 million) 2. Market value of Corporate Bonds is not available as at March 31, 2011
111 3,836 14
111 3,716 9
SCHEDULE 8 - INVENTORIES Components and Raw Materials In transit With vendors At factory Stores and Spares Vehicles Machinery Consumables In transit Tools at factory Work-in-Progress Finished Goods
7,584
6,364
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SCHEDULE
(` in Million) As at 31.03.10
As at 31.03.11 SCHEDULE 9 - SUNDRY DEBTORS (Note 21 on Schedule 23) Debts outstanding for more than six months Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Debts Other Debts : Unsecured - Considered Good
SCHEDULE 10 - CASH AND BANK BALANCES Cash in Hand Cheques in Hand Bank balances with Scheduled Banks in : Current Accounts Deposit Accounts Dividend Account
SCHEDULE 11 - OTHER CURRENT ASSETS Interest accrued on Deposits, Loans and Advances - Considered Good Secured - Considered Doubtful Less: Provision for Doubtful Interest Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Interest Claims - Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Claims Interest Accrued but not due on Corporate Bonds
24
449
33
139
676 848
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SCHEDULE
(` in Million) As at 31.03.10
As at 31.03.11 SCHEDULE 12 - LOANS AND ADVANCES (Notes 21 & 22 on Schedule 23) Loans Secured - Considered Good - Considered Doubtful Less: Provision for Doubtful Loans Unsecured - Considerd Good - Considerd Doubtful Less: Provision for Doubtful Loans Advances recoverable in cash or in kind or for value to be received: Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Advances Deposits - Considered Good unless otherwise stated Balance with Customs, Port Trust and other Government Authorities Inter Corporate Deposits Considered Doubtful Less :Provision for Doubtful Deposits Other Deposits 2,295 1 2,296 1 2,628 110 2,738 110
23 8 31 8
23
29 8 37 8
29
2,295
2,769
2,628
4,781
8,052 76 15,707
SCHEDULE 13 - CURRENT LIABILITIES Sundry Creditors (Note 20 on Schedule 23) Due to Micro and Small enterprises Others Advances from Customers/Dealers Book Overdraft Unclaimed Dividend * Other Liabilities Deposits from Dealers, Contractors and Others Interest Accrued but not due on : Loans Others
9 35,540
43 29,365
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SCHEDULE
(` in Million) As at 31.03.10
As at 31.03.11 SCHEDULE 14 - PROVISIONS (Note 24 and 26 on Schedule 23) Litigation Related Provisions Leave Encashment Retirement Allowance Warranty & Product Recall Proposed Dividend Corporate Dividend Tax Others Provisions Taxation [Net of Tax Paid ` 61,217 million (Previous year ` 51,439 million)]
For the Year ended 31.03.2011 SCHEDULE 15 - SALES Vehicles Spare Parts / Dies and Moulds / Components 380,057 24,133 404,190
SCHEDULE 16 - OTHER INCOME Interest on: a) Fixed Deposits (Gross) [Includes Tax Deducted at Source of ` 70 Million (Previous year ` 136 million)] b) Corporate Bonds - Gross c) Receivables from Dealers (Gross) [Includes Tax Deducted at Source of ` 50 Million (Previous year ` 56 million)] d) Advances to Vendors (Gross) [Includes Tax Deducted at Source of ` 35 Million (Previous year ` 88 million)] e) Income Tax Refund f ) Others Sale of Scrap (Net of Excise) Miscellaneous Receipts (Gross) [Includes Tax Deducted at Source of ` 21 Million (Previous year `11 million )] Cash Discount Profit on Sale of Investments: - Long Term Investments - Short Term Investments Dividend: Trade Investments - Long Term Others Provisions/ Liabilities no longer required Written Back Recovery of Service Charges Less: Repair Cost of Damaged Vehicles Exchange Variation (Net)
630
1,291
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SCHEDULE
(` in Million) For the Year ended 31.03.10
For the Year ended 31.03.2011 SCHEDULE 17 - EMPLOYEES REMUNERATION AND BENEFITS (Note 8 and 24 on Schedule 23) Salaries ,Wages ,Allowances and Other Benefits [Net of Staff Cost recovered ` 99 million (Previous year ` 67 million)] Contribution to Provident and Other Funds Staff Welfare Expenses Group Insurance
SCHEDULE 18 - MANUFACTURING, ADMINISTRATIVE AND OTHER EXPENSES Power and Fuel [Net of amount recovered ` 1,451 million (Previous year ` 1,255 million)] Rent Rates, Taxes and Fees Insurance Repairs and Maintenance : - Plant and Machinery - Building - Others Royalty Tools / Machinery Spares Charged Off Net Loss on Sale/ Discarding of Fixed Assets Bad Debts/Advances Written Off Exchange Variation (Net) Loss on Sale of Short Term Investments Other Miscellaneous Expenses
SCHEDULE 19 - SELLING AND DISTRIBUTION EXPENSES Advertisement Sales Promotion Warranty & Product Recall Transportation and Distribution Expenses
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SCHEDULE
(` in Million) For the year ended 31.03.10
For the year ended 31.03.2011 SCHEDULE 20 - INTEREST Interest - Foreign Currency Loans - Export Credit Others
28 14
42 202 244
102 16
SCHEDULE 21 - (INCREASE)/ DECREASE IN WORK-IN-PROGRESS, FINISHED GOODS & SPARE PARTS Work-in-Progress Opening Stock Less: Closing Stock Finished Goods Opening Stock Less: Closing Stock Less: Excise Duty on Increase/ (Decrease) of Finished Stock Spare Parts-Traded Opening Stock Less: Closing Stock
(56)
88
(294)
(2,057)
(250) (600)
36 (1,933)
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SCHEDULE
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES 1) BASIS FOR PREPARATION OF ACCOUNTS These financial statements have been prepared to comply in all material respects with all the applicable accounting principles in India, the applicable accounting standards notified under section 211(3C) of the Companies Act, 1956, Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other accounting standard referred to Section 211 (3C) of the Act, other recognised accounting practices and policies and the relevant provisions of the Companies Act, 1956. 2) REVENUE RECOGNITION Domestic and export sales are recognised on transfer of significant risks and rewards to the customer which takes place on dispatch of goods from the factory / stockyard / storage area and port respectively. 3) FIXED ASSETS a) b) Fixed assets (except freehold land which is carried at cost) are carried at cost of acquisition or construction or at manufacturing cost (in case of own manufactured assets) in the year of capitalisation less accumulated depreciation. Assets acquired under finance lease are capitalized at the lower of their fair value and the present value of minimum lease payments.
BORROWING COSTS Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised till the month in which each asset is put to use as part of the cost of that asset.
5)
DEPRECIATION / AMORTISATION a) Fixed assets except leasehold assets viz land is depreciated on the straight line method on a pro-rata basis from the month in which each asset is put to use. Depreciation has been provided at the rates prescribed in Schedule XIV to the Companies Act, 1956 except for certain fixed assets where, based on the management's estimate of the useful life of the assets, higher depreciation has been provided on the straight line method over the following useful lives: Plant and Machinery Dies and Jigs Electronic Data Processing Equipments 8 11 Years 4 Years 3 Years
In respect of assets whose useful life has been revised, the unamortised depreciable amount is charged over the revised remaining useful life of the assets. b) c) d) 6) Leasehold assets viz land is amortised over the period of lease. All assets, the individual written down value of which at the beginning of the year is ` 5,000 or less, are depreciated at the rate of 100%. Assets purchased during the year costing ` 5,000 or less are depreciated at the rate of 100%. Lump sum royalty is amortized on a straight line basis over 4 years from the start of production of the related model.
INVENTORIES a) b) c) Inventories are valued at the lower of cost, determined on the weighted average basis, and net realisable value. Tools are written off over a period of three years except for tools valued at ` 5,000 or less individually which are charged off to revenue in the year of purchase. Machinery spares (other than those supplied along with main plant and machinery, which are capitalised and depreciated accordingly) are charged to revenue on consumption except those valued at ` 5,000 or less individually, which are charged off to revenue in the year of purchase.
7)
INVESTMENTS Current investments are valued at the lower of cost and fair value. Long-term investments are valued at cost except in the case of a permanent diminution in their value, in which case the necessary provision is made.
8)
RESEARCH AND DEVELOPMENT Revenue expenditure on research and development is charged off against the profit of the year in which it is incurred. Capital expenditure on research and development is shown as an addition to fixed assets and depreciated accordingly.
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SCHEDULE
9) FOREIGN CURRENCY TRANSLATIONS AND DERIVATIVE INSTRUMENTS a) Foreign currency transactions are recorded at the exchange rates prevailing at the date of the transaction. Exchange differences arising on settlement of transactions are recognised as income or expense in the year in which they arise. b) At the balance sheet date, all monetary assets and liabilities denominated in foreign currency are reported at the exchange rates prevailing at the balance sheet date by recognising the exchange difference in profit and loss account. However, the exchange difference arising on foreign currency monetary items that qualify and are designated as hedge instruments in a cash flow hedge is initially recognized in hedge reserve and subsequently transferred to profit & loss account on occurrence of the underlying hedged transaction. c) Effective April 1, 2008, the Company adopted Accounting Standard -30, "Financial Instruments: Recognition and Measurement" issued by The Institute of Chartered Accountants of India to the extent the adoption does not contradict the accounting standards notified under Section 211(3C) of the Companies Act, 1956 and other regulatory requirements. d) Derivative contracts (except for forward foreign exchange contracts where underlying assets or liabilities exist) are fair valued at each reporting date. The Company records the gain or loss on effective hedges, if any, in a hedge reserve, until the transaction is complete. On completion, the gain or loss is transferred to the profit and loss account of that period. Changes in fair value relating to the ineffective portion of the hedges and derivatives not qualifying or not designated as hedge are recognised in the profit and loss account in the accounting period in which they arise. e) In case of forward foreign exchange contracts where an underlying asset or liability exists at the balance sheet date, the difference between the forward rate and the exchange rate at the inception of the contract is recognised as income or expense over the life of the contract. Profit or loss arising on cancellation or renewal of a forward contract is recognised as income or expense in the year in which such cancellation or renewal is made.
10) EMPLOYEE BENEFIT COSTS Short - Term Employee Benefits: Recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. Post Employment and Other Long Term Employee Benefits : (i) The Company has Defined Contribution Plans for post employment benefits namely Provident Fund and Superannuation Fund which are recognised by the income tax authorities. These Funds are administered through Trusts and the Companys contributions thereto are charged to revenue every year. The Company also maintains an insurance policy to fund a post-employment medical assistance scheme, which is a Defined Contribution Plan administered by The New India Insurance Company Limited. The Companys contribution to State Plans namely Employees State Insurance Fund and Employees Pension Scheme are charged to revenue every year. (ii) The Company has Defined Benefit Plans namely Gratuity, Interest on Provident Fund and Retirement Allowance for employees and Other Long Term Employee Benefits i.e. Leave Encashment / Compensated Absences, the liability for which is determined on the basis of an actuarial valuation at the end of the year based on Projected Unit Credit Method. The Gratuity Fund is recognised by the income tax authorities and is administered through a Trust. Termination benefits are recognised as an expense immediately. Gains and losses arising out of actuarial valuations are recognised immediately in the Profit and Loss Account as income or expense. 11) CUSTOMS DUTY Custom duty available as drawback is initially recognised as purchase cost and is credited to consumption on export of vehicles. 12) GOVERNMENT GRANTS Government grants are recognised in the profit and loss account in accordance with the related scheme and in the period in which these are accrued. 13) TAXES Tax expense for the year, comprising current tax and deferred tax, is included in determining the net profit/ (loss) for the year. Current tax is recognised based on assessable profit computed in accordance with the Income Tax Act and at the prevailing tax rate. Deferred tax is recognised for all timing differences. Deferred tax assets are carried forward to the extent it is reasonably / virtually certain that future taxable profit will be available against which such deferred tax assets can be realised. Deferred tax assets are reviewed at each balance sheet date and written down/ written up to reflect the amount that is reasonably/ virtually certain (as the case may be) to be realized. Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted at the balance sheet date.
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SCHEDULE
14) DIVIDEND INCOME Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to measurability or collectability exits. 15) INTEREST INCOME Interest income is recognised on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to measurability or collectability exists. 16) IMPAIRMENT OF ASSETS At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognised in the profit and loss account to the extent the carrying amount exceeds the recoverable amount. 17) ROYALTY a) The company pays / accrues for royalty expense in accordance with the relevant agreements with Suzuki Motor Corporation. b) The lump sum royalty incurred towards obtaining technical assistance / technical know how to manufacture a new model/ car, ownership of which rests with the technical know how provider, is recognised as an intangible asset in accordance with the requirements of Accounting Standard-26 Intangible Assets Royalty payable on sale of products i.e. . running royalty is charged to profit and loss account as and when incurred. 18) PROVISIONS AND CONTINGENCIES The Company creates a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure of contingent liability is made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where a reliable estimate of the obligation cannot be made. SCHEDULE 23 - NOTES TO ACCOUNTS 1) Contingent Liabilities: a) Claims against the Company disputed and not acknowledged as debts: Particulars (i) Excise Duty (a) Cases decided in the Companys favour by Appellate authorities and for which the department is in further appeal (b) Show cause notices / orders on the subjects covered in (i) (a) above for other periods (c) Cases pending before Appellate authorities in respect of which the Company is in appeal and other show cause notices Amount deposited under protest Service Tax (a) Cases decided in the Companys favour by Appellate authorities and for which the department is in further appeal (b) Show cause notices / orders on the subjects covered in (ii) (a) above for other periods (c) Cases pending before Appellate authorities in respect of which the Company is in appeal and other show cause notices Total Amount deposited under protest Income Tax (a) Cases decided in the Companys favour by Appellate authorities and for which the department is in further appeal (b) Cases pending before Appellate authorities / Dispute Resolution Panel in respect of which the Company is in appeal Amount deposited under protest As at March 31, 2011 1,066 1,932 10,631 13,629 3 357 2,775 3,348 6,480 2 6,491 6,002 12,493 4,178 (` in Million) As at March 31, 2010 1,141 1,351 8,700 11,192 3 357 1,855 2,212 5,520 3,416 8,936 3,797
Total (ii)
(iii)
Total
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SCHEDULE
(` in Million) As at March 31, 2010
Particulars (iv)
(v)
(vi) b)
Custom Duty Pending before Appellate authorities in respect of which the Company is in 118 118 appeal Amount deposited under protest 22 22 Sales Tax Pending before Appellate authorities in respect of which the Company is in 50 50 appeal Amount deposited under protest 2 2 Claims against the Company for recovery of ` 597 million (Previous year ` 480 million) lodged by various parties The amounts shown in the item (a) represent the best possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes.
2)
Outstanding commitments under Letters of Credit established by the Company aggregate ` 9,294 million (Previous year ` 3,977 million). Estimated value of contracts on capital account, excluding capital advances, remaining to be executed and not provided for, amount to ` 25,943 million (Previous year ` 17,408 million). Consumption of raw materials and components has been computed by adding purchases to the opening stock and deducting closing stock physically verified by the management. The Company was granted sales tax benefit in accordance with the provisions of Rule 28C of Haryana General Sales Tax Rules, 1975 for the period from 1st August, 2001 to 31st July, 2015. The ceiling amount of concession to be availed of during entitlement period is ` 5,644 million. Till 31st March 2011, the Company has availed of / claimed sales tax benefit amounting to ` 2,118 million (Previous year ` 1,893 million). The Company has considered business segment as the primary segment .The Company is primarily in the business of manufacture, purchase and sale of motor vehicles and spare parts (automobiles). The other activities of the Company comprise facilitation of Pre-Owned Car sales, Fleet Management and Car Financing. The income from these activities, which are incidental to the Companys business, is not material in financial terms but contribute significantly in generating the demand for the products of the Company. Accordingly, the Company has considered Business Segment as the primary segment and thus no business segment information is required to be disclosed. The Geographical Segments has been considered for disclosure as secondary segment, under which domestic segment includes sales to customer located in India and overseas segment includes sales to customers located outside India . Financial information of geographical segments is as follows : (` in Million) 2009-10 2010-11 Particulars Domestic Overseas Unallocated Total Domestic Overseas Unallocated Total Revenue from external customers 374,835 38,473 4,824 418,132 275,934 48,785 5,001 329,720 Segment assets 125,107 6,152 52,951 184,210 84,555 5,200 73,858 163,613 Capital expenditure during the year 25,756 - 25,756 13,597 - 13,597 Notes:a) Domestic segment includes sales to customers located in India and services income accrued in India. b) Overseas segment includes sales and services rendered to customers located outside India. c) Unallocated revenue includes interest income, dividend income and profit on sale of investment. d) Unallocated assets include other deposits, dividend bank account and investments. e) Segment assets includes fixed assets, inventories, sundry debtors, cash and bank balances (except dividend bank account), other current assets, loans and advances (except other deposits). f) Capital expenditure during the year includes fixed assets and net additions to capital work in progress.
3)
4)
5)
6)
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SCHEDULE
(` in Million) 2009-10
2010-11 7) The following expenses incurred on Research and Developement are included under respective account heads: Revenue Expenditure Employees Remuneration and Benefits Other Expenses of Manufacturing and Administration Capital Expenditure a) MANAGERIAL REMUNERATION Salaries and Allowances Commission / Performance linked Bonus* Contribution to Provident Fund Estimated value of perquisites Directors Sitting Fees
8)
32 30 8 17 1 88 * Includes profit linked bonus amounting to ` 22 million which is subject to approval of the board of directors. b) Computation of net profit in accordance with Section 349/ 198 of the Companies Act, 1956 Profit before Taxation 31,088 Add : Depreciation as per accounts 10,135 8,250 Managerial Remuneration Whole Time Directors 80 70 Commission to Non-Whole Time Directors 8 6 Directors Sitting Fees 1 0 [` 0.7 million (Previous year ` 0.4 million)] Provision for Diminution in Value of Investment 8 Net Loss on Sale/discarding of Fixed Assets 79 10,303 97 41,391 Less: Depreciation as per Section 350 of Companies Act,1956 10,135 8,250 Provision no longer required written back 189 511 Profit on sale of Investments 630 10,954 1,291 Net Profit as per Sections 349/350 30,437 Maximum Commission payable to Non-Whole-time Directors @ 1% 304 on ` 30437 million (Previous Year 1% on ` 34,338 million) Restricted to 8 9) AUDITORS REMUNERATION* Statutory Audit 9.00 0.20 Other Audit Services / Certification Reimbursement of Expenses 0.50 *Excluding Service Tax 10) CIF VALUE OF IMPORTS Raw Materials and Components 29,691 8,250 Capital Goods Maintenance Spares 246 Dies and Moulds 31 Other Items 826 11) EXPENDITURE IN FOREIGN CURRENCY (CASH BASIS) Fees for Technical Services (Net of Tax Deducted at Source) 2,256 67 Traveling Expenses Royalty 13,794 Interest 193 Others 877 12) EARNINGS IN FOREIGN CURRENCY Export of Goods (FOB basis) 34,988
35,925
8,431 44,356
25,616 3,968 133 76 308 1,474 161 7,617 218 448 45,437
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(` in Million) 2009-10 548 5 156,618,440
2010-11 13) DIVIDEND REMITTED IN FOREIGN CURRENCY (CASH BASIS) Dividend for the year 2009-10 (Previous year 2008-09) No. of non-resident shareholders No. of shares for which dividend remitted 14) VALUE OF IMPORTED AND INDIGENOUS MATERIALS CONSUMED i) RAW MATERIALS AND COMPONENTS Imported Indigenous PERCENTAGE OF TOTAL CONSUMPTION Imported Indigenous ii) MACHINERY SPARES Imported Indigenous PERCENTAGE OF TOTAL CONSUMPTION Imported Indigenous 15) LICENSED CAPACITY, INSTALLED CAPACITY AND ACTUAL PRODUCTION PRODUCT Passenger Cars and Light Duty Utility Vehicles UNIT LICENSED CAPACITY -* ( - )* INSTALLED CAPACITY** 1,000,000 (943,000) 940 5 156,618,440
32,707 240,013 272,720 12% 88% 234 717 951 25% 75%
27,708 187,173 214,881 13% 87% 179 415 594 30% 70%
Nos.
Notes: * Licensed Capacity is not applicable from 1993-94. **Installed Capacity is as certified by the management and relied upon by the auditors, being a technical matter. Previous Year figures are in brackets. 16) SALES, OPENING STOCK AND CLOSING STOCK PRODUCT Passenger Vehicles Spare Parts / Components Dies and Moulds SALES QTY.(Nos.) VALUE 1,271,005 380,057 (1,018,365) (298,534) * 24,072 * (19,307) * 61 * (232) OPENING STOCK QTY.(Nos.) VALUE 14,600 3,794 (5,838) (1,661) * 1,019 * (1,044) * * CLOSING STOCK QTY.(Nos.) VALUE 16,222 4,220 (14,600) (3,794) * 1,296 * (1,019) * * -
Notes : 1. Purchase of traded goods comprise Vehicles, Spares, Components and Dies and Moulds. During the year 331 Vehicles (Previous year 121 Vehicles) were purchased 2. Closing Stock of vehicles is after adjustment of 22 vehicles (Previous Year - 15) totally damaged. 3. Sales quantity excludes own use vehicles 962 Nos. (Previous Year - 710 Nos.) 4. Sales quantity excludes sample vehicles 81 Nos. (Previous Year - 148 Nos.) 5. Previous Year figures are in brackets. * In view of the innumerable sizes/numbers (individually less than 10%) of the components, Spare parts and Dies and moulds it is not possible to give quantitative details.
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17) STATEMENT OF RAW MATERIALS AND COMPONENTS CONSUMED (` in Million) 2010-11 2009-10 GROUP OF MATERIAL UNIT QTY. AMOUNT QTY. AMOUNT Steel Coils MT 279,077 13,146 242,713 11,025 Ferrous Castings MT 22,692 2,107 25,125 1,783 Non-ferrous Castings MT 19,015 2,791 14,525 1,916 Other Components * 252,776 * 198,680 Paints K.LTR 6,573 5,087 MT 7,029 1,900 5,408 1,477 272,720 214,881 * In view of the innumerable sizes/numbers (including less than 10%) of the components it is not possible to give quantitative details. 18) STATEMENT OF EARNING PER SHARE Net Profit after tax attributable to shareholders (in Million `) Weighted Average Number of Equity Shares Outstanding during the year (Nos) Nominal value per share (In `) Basic/Diluted Earning Per Share (In `) 19) DEFERRED TAX Major Components of Deferred Tax arising on account of timing differences along with their movement as at March 31, 2011 are : Assets 31.03.10 Movement During the year 1 (17) 48 32 31.03.11 2010-11 22,886 288,910,060 5.00 79.22 2009-10 24,976 288,910,060 5.00 86.45
Provision for Doubtful Debts / Advances 183 184 Contingent Provisions 220 203 Others 433 481 Total (A) 836 868 Liabilities Depreciation on Fixed Assets 2,081 199 2,280 Exchange gain on Capital Accounts (134) 61 (73) Allowances under Income Tax Act, 1961 259 46 305 Total (B) 2,206 306 2,512 Net Deferred Tax Liability* (B) - (A) 1,370 274 1,644 Previous Year 1,551 (181) 1,370 * Includes adjustment of ` 173 million (Previous year ` 100 million) on account of reclassification of Deferred Tax Liabilities from Provision for Taxation. 20) The Balance due for more than 30 days to Micro and Small Scale Enterprises as at March 31, 2011 is ` Nil (Previous Year ` 0.1 million). The Company pays its vendors within 30 days and no interest during the year has been paid or is payable under the terms of the Micro, Small and Medium Enterprises Development Act, 2006.
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21) Amount Due From Companies Under the Same Management 2010-11 Sundry Debtors Balance at year end Suzuki Motor Corporation Japan Magyar Suzuki Corporation Ltd Suzuki Austria Automobil Handels GmBH Suzuki Motor Iberica S.A. Suzuki Australia Pty. Ltd. Suzuki New Zealand Ltd. Suzuki Motor Poland Sp. Z.O.O.(Formerly Suzuki Motor Poland Limited) PT Suzuki Indomobil Motor (Fomerly PT Indomobil Suzuki International) Suzuki France SA Suzuki GB PLC Suzuki Italia SPA Suzuki International Europe GMBH Suzuki Philippines Inc, Suzuki Auto South Africa Taiwan Suzuki Automobile Corporation Loans and Advances Suzuki Motor Corporation Maximum Balance During the Year Suzuki Powertrain India Limited Maximum Balance During the Year Suzuki Motorcycle India Limited Maximum Balance During the Year 22) Loans and Advances in nature of Loans given to Subsidiaries and Associates etc: Name of Company As at 31.3.11 Associate Fellow Subsidiary 1,800 Maximum Balance during the year 1,862 150 As at 31.3.10 1,862 150 Maximum Balance during the year 2,947 150 (` in Million) 2009-10
23) Minimum Lease payments outstanding as on 31st March 11 in respect of assets taken on non-cancellable operating leases are as follows : Due March 31, 2011 March 31, 2010 Total Minimum Total Minimum Lease Payments Lease Payments Outstanding as on Outstanding as on 31st March 11 31st March 10 49 45 207 202 796 850
Within One Year Later than one Year but less than five Years Later than five Years
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24) The Company has calculated the various benefits provided to employees as under A. Defined Contribution Plans a) c) Superannuation Fund Provident Fund During the year the Company has recognised the following amounts in the Profit and Loss account :(` In Million) Employers Contribution to Superannuation Fund* Employers Contribution to Post Employment Medical Assistance Scheme.* Provident Fund B. State Plans a) Employers contribution to Employee State Insurance.* During the year the Company has recognised the following amounts in the Profit and Loss account :b) Employers contribution to Employees Pension Scheme 1995.* March 31, 2011 35 2 188 March 31, 2010 28 1 164 b) Post Employment Medical Assistance Scheme.
Employers contribution to Employee State Insurance.* Employers contribution to Employees Pension Scheme 1995.*
* Included in Contribution to Provident and Other Funds under Employee Remuneration and Benefits (Refer schedule 17) C. Defined Benefit Plans and Other Long Term Benefits a) c) Contribution to Gratuity Funds - Employees Gratuity Fund. Retirement Allowance In accordance with Accounting Standard 15 (revised 2005), an actuarial valuation was carried out in respect of the aforesaid defined benefit plans and other long term benefits based on the following assumptions. March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence 8.50% 8.50% 8.50% 8.00% 8.00% 8.00% 6.00% 6.00% 0.00% 6.00% 6.00% 0.00% b) Leave Encashment/ Compensated Absence.
Discount Rate (per annum) Rate of increase in compensation levels Rate of return on plan assets. Not Applicable 8.00% Not Applicable Not Applicable 8.00% Not Applicable Expected Average remaining 22 22 22 21 21 21 working lives of employees (years) Estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
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Changes in Present Value Of Obligations (` In Million) March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence 659 734 29 550 621 27 45 32 172 188 752 61 45 21 7 827 2 7 38 35 42 84 116 659 49 42 7 29 734 2 29
Present value of obligation as at beginning of the year Interest cost Current service cost Benefits Paid Actuarial (gain)/ loss on Obligations Present value of obligation as at the year end Changes in the Fair value of Plan Assets
Fair value of Plan Assets as at beginning of the year Expected return on Plan Assets Contribution Benefits Paid Actuarial gain/ (loss) on Obligations Fair value of Plan Assets as at the year end Reconciliation of Present value of Defined Benefit Obligation and Fair value of Assets
March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence Present value of obligation as at the year end 752 827 38 659 734 29 Fair value of Plan Assets as at the year end 827 734 Surplus/ (Deficit) (752) (38) (659) (29) Unfunded Net Asset/ (Liability) recognised (752) (38) (659) (29) in Balance Sheet.
March 31, 2009 March 31, 2008 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence Present value of obligation as at the year end 550 621 27 429 524 25 Fair value of Plan Assets as at the year end 621 491 Surplus/ (Deficit) (550) (27) (429) (33) (25) Unfunded Net Asset/ (Liability) recognised (550) (27) (429) (25) in Balance Sheet.
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(` in Million) March 31, 2007 Leave Employees Encashment/ Gratuity Compensated Fund Absence 441 484 456 (441) (28) (441) Retirement Allowance
Present value of obligation as at the year end Fair value of Plan Assets as at the year end Surplus/ (Deficit) Unfunded Net Asset/ (Liability) recognised in Balance Sheet. Expenses Recognised in Profit & Loss Account
22 (22) (22)
Current service cost Interest cost Expected return on Plan Assets Settlement cost Net Actuarial (gain)/ loss recognised during the year Total Expense recognised in Profit & Loss Account*
March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence 32 45 42 42 45 61 2 35 49 2 (59) (44) 188 (23) 7 116 (62) 265 25 9 193 (15) 2
* Included in Salaries Wages, Allowances and Other Benefits except for Employee Gratuity Fund which is included in Contribution to Provident and Other Funds under Employee Remuneration and Benefits (Schedule 17)
Gratuity March 31, 2011 March 31, 2010 379 448 827 585 149 734
The return on the investment is the nominal yield available on the format of investment as applicable to Approved Gratuity Fund under Rule 101 of Income Tax Act 1961. Expected contribution on account of Gratuity for the year ending March 31, 2011 can not be ascertained at this stage.
SCHEDULE
Holding Company Suzuki Motor Corporation Joint Ventures J.J. Impex (Delhi) Private Limited Mark Exhaust Systems Limited Bellsonica Auto Component India Private Limited FMI Automotive Components Limited Krishna Auto Mirrors Limited Inergy India Automotive Components Limited Maruti Insurance Broking Private Limited Manesar Steel Processing India Private Limited
Subsidiaries Maruti Insurance Agency Services Limited Maruti Insurance Agency Logistics Limited Maruti Insurance Distribution Services Limited Maruti Insurance Agency Network Limited Maruti Insurance Agency Solutions Limited True Value Solutions Limited Maruti Insurance Business Agency India Limited Maruti Insurance Broker Limited
Fellow Subsidiaries (Only with whom the Company had transactions during the year) Suzuki International Europe G.m.b.H. Suzuki Motor Iberica, S.A.U. Suzuki Italia S.P.A. Suzuki Austria Automobile Handels G.m.b.H. Suzuki France S.A.S. Magyar Suzuki Corporation Limited Suzuki GB PLC Suzuki Cars (Ireland) Limited Suzuki Motor Poland Sp. Z.O.O. (Fomerly Suzuki Motor Poland Limited) Suzuki Motorcycle India Private Limited PT Suzuki Indomobil Motor (Fomerly PT Indomobil Suzuki International ) Suzuki Philippines Inc. Suzuki Automobile (Thailand) Co., Limited Suzuki Australia Pty. Limited Suzuki New Zealand Limited Suzuki Auto South Africa (Pty) Limited Taiwan Suzuki Automobile Corporation Suzuki Assemblers Malaysia Sdn. Bhd. Suzuki Madrid S.L.U. Vietnam Suzuki Corp.
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2010-11 Joint Subsidiaries Associates Holding Fellow Key Ventures Company subsidiaries Management Personnel
(` in Million) 2009-10 Total Joint Subsidiaries Associates Holding Fellow Key Total Ventures Company subsidiaries Management Personnel
55 55 240 240 71 71 2,597 2,597 10,165 10,165 9 9 10,165 2,917 13,082 2,781 2,781 67 2 68 5 142 1 473 1 2,284 2,284 524 384 908 268 524 772 1,564 2,284 2,284 323 323 10 10 177 177 -
82 82
23 23
92 92
3,020 729 3,749 5,848 3,624 9,472 4,199 4,199 10 150 160 272 245 1,320 1,837 1,530 1,530
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Outstanding at year end Loans and advances recoverable Suzuki PowerTrain India Limited Others Total Amounts Payable Suzuki Motor Corporation Others Total Guarantees given to third parties for the Company Suzuki Motor Corporation Others Total Finances (Equity & Loans) Inergy India Automotive Comp. Limited Maruti Insurance Broking Private Limited Manesar Steel Processing India Private Limited Maruti Insurance Broker Limited Krishna Ishizaki Auto Limited Suzuki Motorcycle India Private Limited Total Amount Recoverable SKH Metals Limited PT Suzuki Indomobil Motor Others 2,781 2,781 -
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Total
(` in Million) 2010-11 Joint Subsidiaries Associates Holding Fellow Key Ventures Company subsidiaries Management Personnel Total 2009-10 Total Joint Subsidiaries Associates Holding Fellow Key Ventures Company subsidiaries Management Personnel
SCHEDULE
Transaction during the year Loan recovered during the year Suzuki PowerTrain India Limited Total 16 16 1,931 1,931 147 147 825 838 14,749 16,412 820 820 2,190 2,190 125 125 1,958 3,028 6,062 11,048 1,958 3,028 9,197 14,183 1,059 1,059 553 553 2,623 2,623 2 2 2,623 571 3,194 1,092 1,092 2 2 1,092 2 1,094 825 838 17,886 19,549 62 62 62 62 85 85 85 85
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Purchases of Capital items Suzuki Motor Corporation Others Total Sale of Goods Suzuki Australia Pty. Limited PT Indomobil Suzuki International Others Total Other Income Income/ Finance - Commission/Dividend Suzuki PowerTrain India Limited Others Total Other Misc Income Suzuki PowerTrain India Limited Jay Bharat Maruti Limited SKH Metals Limited Others Total Purchases of Goods Suzuki Motor Corporation Suzuki Powertrain India Limited Others Total Proposed Dividend Suzuki Motor Corporation Total Royalty Suzuki Motor Corporation Total Services Received Suzuki Motor Corporation Others Total Other-Expenditure Suzuki France S.A.S. Suzuki International Europe Gmbh Suzuki GB PLC Suzuki Motor Corporation Others Total Managerial Remuneration Mr Shinzo Nakanishi Mr Tsuneo Ohashi Mr Keiichi Asai Mr. Syuji Oishi Total
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26) The Company has the following provisions in the books of account as on 31.03.2011 : Description a) b) c) a) b) c) d) e) (` in Million) Balance as on Additions during Utilized/ Reversed Balance as on 31.03.10 the year during the year 31.03.11 Litigation Related Provisions 614 47 3 658 (611) (36) (33) (614) Warranty / Product Recall 810 393 274 929 (432) (590) (212) (810) Others 221 35 1 255 (195) (31) (5) (221) Litigation related provisions pertain to the estimated outflow in respect of disputes with various government authorities. Warranty and Product Recall provisions relate to the estimated outflow in respect of warranty and recall cost for products sold during the year. Other Provisions relate to excise duty, export obligation and guarantees etc. given. Due to the very nature of the above costs, it is not possible to estimate the timing / uncertanties relating to their outflows as well as the expected reimbursements from such estimates. Amount in brackets represents previous years figures.
Number AS AT 31.03.2011
147 3,836
130 3,716
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(` in Million) Number AS AT AS AT AS AT 31.03.2010 31.03.2011 31.03.2010
Number AS AT 31.03.2011
Other Long Term Investments : Unquoted Redeemable Preference Shares (Fully Paid) :
Western Paques (India) Limited Less :Provision for diminution in value 14.50% 100 100 500,000 500,000 50 50 50 50 50 50 -
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(` in Million) Number AS AT AS AT AS AT 31.03.2010 31.03.2011 31.03.2010 20,000,000 10,000,000 10,000,000 22,086,147 10,000,000 20,000,000 20,000,000 28,000,000 22,569,873 34,835,923 25,000,000 25,000,000 25,000,000 25,000,000 8,636,175 1,220,037 15,486,301 55,000,000 45,000,000 100 1,250 939 550 750 450 400 250 100 400 650 200 250 100 200 100 100 890 200 280 225 200 200 300 500 350 550 250 605 100 182 400 150 200 200 274 500 450 800 500 500 500 150 200 250 550 450 200 100 100 400 100 200 200 280 226 500 250 250 250 250 250 1,501 250 550 450
Number AS AT 31.03.2011
ICICI FMP SERIES 49 1YEAR PLAN B Growth ICICI FMP SERIES 51 1YEAR PLAN A Growth ICICI FMP SERIES 52 1YEAR PLAN A Growth ICICI FMP Series 55 Plan A Growth ICICI FMP Series 55 Plan B Growth ICICI FMP Series 55 Plan C Growth ICICI Prudential Annual Interval Fund Dividend ICICI Prudential FMP Series 53 1 Year Plan E ICICI Prudential FMP Series 53 1 Year Plan F ICICI Prudential Institutional Short term Plan Growth ICICI Prudential Interval Fund Annual Interval Plan III IDFC 13 M Series V Growth IDFC Fixed Maturity Plan Series 35 IDFC Fixed Maturity Plan Yearly Series 37 Growth IDFC Fixed Maturity Plan Yearly Series 38 Growth IDFC Fixed Maturity Yearly Series 32 Dividend IDFC FMP 13 Months Series1 Institutional Dividend IDFC FMP Yearly Series 34 Growth IDFC FMP Yearly Series 41 Growth IDFC FMP Yearly Series 42 Growth JM Fixed Maturity Fund Series XIX Plan C Growth JP Morgan Fixed Maturity Plan 400D Series 1 Growth Kotak 13M Series VI Growth Kotak 370 Days Series II Growth Kotak 370 Days Series III Growth Kotak Fixed Maturity Plan Series 32 Kotak Floater Long Term-Institutional Growth Kotak FMP 13 M Series 5 Growth Kotak FMP 370 Days Series 10 Kotak FMP Series 28 Kotak FMP Series 29 Kotak FMP Series 30 Kotak FMP Series 34 Growth Kotak FMP Series 37 Growth Kotak FMP Series 40 Growth L & T FMP III (March 66 DA) Growth RELIANCE FIXED HORIZON FUND XIII- SERIES-1 Growth RELIANCE FIXED HORIZON FUND XIII- SERIES-2 Growth RELIANCE FIXED HORIZON FUND XIII- SERIES-3 Growth Reliance Fixed Horizon Fund XIX Series 11 Growth Reliance Fixed Horizon Fund XIX Series 9 Growth Reliance Fixed Horizon Fund XV Series 7 Dividend Reliance Fixed Horizon Fund XV Series 9 Growth Reliance Fixed Horizon Fund XV Series IV Dividend Reliance Fixed Horizon Fund XV Series VI Dividend Reliance Fixed Horizon Fund XVI Series 2 Growth Reliance Fixed Horizon Fund XVI Series 5 Reliance Fixed Horizon Fund XVII Series 1 Reliance Fixed Horizon Fund XVII Sr 2 Reliance Fixed Horizon Fund XVII Sr 4 Reliance Fixed Horizon Fund XVII Sr 6 Reliance Income Fund Retail Plan Growth Option Reliance Money Manager Fund Institutional Growth RelianceShort Term Plan Growth Option Religare Fixed Maturity Plan Series III Divdend Religare Fixed Maturity Plan Series III Plan A Dividend Religare Fixed Maturity Plan V Plan A Religare FMP Series II Plan A Growth Religare FMP Series II Plan F Growth
10 10 10 10,000,000 - 125,000,000 - 93,953,813 - 55,000,000 - 74,956,525 - 45,000,000 - 40,000,000 10 - 24,995,501 10 10,000,000 - 40,000,000 - 65,010,903 - 20,000,000 - 25,000,000 10 - 10,000,000 - 20,000,000 - 10,000,000 - 10,000,000 - 89,014,250 10 20,000,000 10 28,000,000 10 22,569,873 - 20,000,000 10 10 - 20,000,000 - 30,000,000 - 50,000,000 - 35,000,000 - 54,968,832 - 25,000,000 - 60,468,612 - 10,001,737 10 10 10 - 18,298,494 - 40,000,000 - 15,000,000 - 20,000,000 - 20,000,000 - 27,377,167 - 50,000,000 - 45,000,000 - 80,000,000 - 50,000,000 - 50,000,000 - 50,000,000 10 1,000 10 - 15,000,000 - 20,000,000 - 25,000,000 10 55,000,000 10 45,000,000
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(` in Million) Number AS AT AS AT AS AT 31.03.2010 31.03.2011 31.03.2010 50,000,000 40,000,000 50,000,000 10,000,000 10,000,000 25,000,000 200 200 100 500 750 250 500 400 500 150 100 200 400 200 100 200 33,836 952 360 921 210 500 400 500 100 100 250 15,658 1,445 892 954 2,132 800 1,000 300 1,090 44 1,305 1,713 639 60 954 636 200 1,364 402 416 200 1,707 -
Number AS AT 31.03.2011 20,000,000 20,003,694 10,000,000 50,000,000 75,000,000 25,000,000 50,000,000 40,000,000 50,000,000 15,000,000 10,000,000 20,000,000 40,000,000 20,002,987 10,000,000 20,007,311
Religare FMP Series IV Plan E Religare FMP Series VI Plan D 370 Days Growth Religare FMP Series VI Plan E 370 Days Growth SBI Debt Fund Series 370 Days 10 Growth SBI Debt Fund Series 370 Days 11 Growth SBI Debt Fund Series 370 Days 5 Dividend SBI Debt Fund Series 370 Days 9 SBI Debt Fund Series(13months)10 March 09 Growth SBI SDFS 15 M -5 Growth SBI SDFS 370 Days Series III Growth SBNPP FTP 367 DAYS Series S - Growth Sundaram Fixed Term Plan AW TATA Fixed Maturity Plan Series 26 Growth Tata Fixed Maturity Plan Series 29 A Growths Tata Fixed Maturity Plan Series 30 Scheme A Tata FMP Series 29 Scheme B Growth Tata FMP Series 31 Scheme C Growth UTI FIXED MATURITY PLAN- Growth UTI Fixed Term Income Fund Series IX -1 (367 Days Growth)
Current (Unquoted)
ABN Amro (Fortis ) Money Plus Institutional Weekly Dividend Axis Treasury Advantage Fund Institutional Weekly Dividend Baroda Poineer Treasury Advantage Fund Weekly Dividend Birla Sunlife Dynamic Bond Funds Birla Sunlife Medium Term Plan- Weekly DividendBSL Interval Income Fund INSTL Quarterly Series 1 Dividend BSL Interval Income Fund INSTL Quarterly Series 2 Dividend Canara Robeco Interval Scheme Series II Canara Robeco Treasury Advantage Super Institutional Plan Weekly Dividend DSP Black Rock Bond Fund-Regular Plan-Monthly Dividend DSP Black Rock Floating Rate Fund Super Institutional Weekly Dividend DWS Cash Opportunities Fund Institutional Weekly Dividend DWS Money Plus Fund Institutional Plan Weekly Dividend DWS Short Term Maturity Fund Weekly Dividend DWS Ultra Short term fund -Inst. Weekly Dividend Fidelty Ultra Short Term Debt Fund Super Inst. -Wekly Dividend HDFc Cash Mngmnt Fund Treasury Wholesale Weekly Dividend HDFC FMP 100 Days March 10 Dividend HDFC Short Term Plan_Dividend HSBC Floating Rate Long Term Plan Weekly Dividend HSBC Ultra Short Term Fund Weekly Dividend ICICI Pru Interval IV Quarterly B Institutional Dividend ICICI Prudencial Banking & PSU Debt Fund Weekly Dividend ICICI Prudencial Blended Plan B Dividend Re investment ICICI Prudencial Interval Fund II Quarterly Interval Plan 10 10 10 10 10 1,000 10 10 10 10 10 10 10 1,000 10 10 10 10 10 10 10 10 10 10 10 - 144,442,752 890,897 95,408,343
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(` in Million) Number Number AS AT AS AT AS AT AS AT 31.03.2011 31.03.2010 31.03.2011 31.03.2010 15,562,332 156 - 44,777,263 524 - 188,130,216 2,264 - 87,139,704 874 - 40,000,000 400 - 164,531,127 1,647 553,371 55,129,041 61,904,525 553 552 250 200 150 701 459 335 208 263 6,270 40,106 624 1,468 1,486 229 400 452 1,006 402 2,884 329 800 558 175 820 2,581 201 1,420 1,557 1,376 300 2,602 2,920 500 600 2,620 52,272 67,930
Interest / Face Value Face Value Dividend ` ` %age 31.03.2011 31.03.2010 ICICI Prudencial Interval Fund II Quarterly Interval Plan B 10 ICICI Prudential Institutional Income Plan Quarterly Dividend 10 ICICI Prudential Short Term Plan- Monthly Dividend 10 ICICI Ultra Short Term Weekly Dividend 10 IDFC Fixed Maturity Plan Quarterly Series 55 A 10 IDFC Money Manager Fund Treasury Plan -Weekly 10 Dividend IDFC Saving Advantage Fund Plan A -Weekly Dividend 1,000 IDFC SSIF PLAN D Monthly Dividend 10 IDFC Ultra Short Term Fund Monthly Dividend- 3 10 Month Lock in JM Money Manager Treasury Plan Weekly Dividend 10 JP Morgan India Treasury Fund Super Inst Plan 10 Weekly Dividend Kotak FMP 6M Series 10 Dividend 10 Kotak QIP Series 8 Dividend 10 Kotak QIP Series I Dividend 10 Kotak Quarterly Interval Plan Series 3 Dividend 10 Kotak Quarterly Interval Plan Series 6 Dividend 10 10 Kotak Quarterly Interval Plan Series 7 Dividend 10 L & T FMP III (Feb 90 DA) Dividend Payout 10 L&T Freedom Income STP InstDaily Divid 10 LIC Income Plus Fund Weekly Dividend 10 Lotus Ultra short Term Fund Weekly Dividend 10 Principal flexible maturity plan Weekly Dividend 10 Principal Ultra Short Term Plan Weekly Dividend 10 Reliance QIP Series II Dividend 10 Reliance Income Fund Institutional Dividend 10 Reliance Money Manager Fund Institutional 1,000 Weekly Dividend Reliance Quarterly Interval Fund Series III Dividend 10 Option Reliance Short Term fund Retail Plan-Dividend 10 Religare Active Income Fund Monthly Dividend 10 Religare Credit Opportunities Fund Monthly-Dividend 10 SBNPP Interval Fund QIP Dividend 10 SHF Ultra Short Term Fund Weekly Dividend 10 Sundram Ultra Short Term Fund- Weekly Dividend 10 Tata Fixed Income Portfolio Scheme B3 10 Tata Floater Fund Weekly Dividend 10 Templton India Ultra Short Bond Fund Super 10 Institutional Plan Weekly Dividend UTI Fixed Income Interval Fund Monthly Income 10 Plan Monthly Dividend UTI Fixed Income Interval Fund Quarterly Plan Series I 10 UTI Fixed Income Interval Fund Quarterly Plan Series III 10 UTI FLOATING RATE Weekly Dividend 1,000
- 142,912,387 - 147,580,107 25,000,000 - 22,910,739 - 40,000,000 - 45,183,495 20,005,978 100,551,763 - 40,164,316 15,000,000 69,040,766 - 288,272,445 - 32,851,493 - 80,070,843 - 55,705,212 45,855,796 - 13,451,742 818,796 33,459,498 20,810,462 26,336,078 242,539,471 20,054,881 141,557,456 154,457,352 130,194,863 30,000,000 258,113,945 289,210,479 50,000,000 60,000,000 2,616,429
28) Following Short Term Investments were Purchased and Redeemed / Sold during the year: Name of the Company / Mutual Fund Units of Mutual Funds Previous Year: Face Value 271,919 138,388 Purchase Cost 279,211 142,248 Sale / Redemption Proceeds 279,243 142,230
29) Pursuant to clause ix(b) of Section 227 (4A) of the Companies Act, 1956, the details of disputed dues are as follows:
Amount deposited under protest (`in Million) 20 18 725 123 210 174 488 120 2,300 2008-09 A.Y. 2009-10 A.Y. 1998-99 A.Y. 1984-85 to 1985-86 A.Y. 1988-89 A.Y. A.Y. 1988-89 to 1991-92 Jul 01 to Mar.09 Aug96 to Mar01 March 03 to March 05 Dec 99-Aug .04 Oct.06 to Mar 08 1 May.05 to Sep.10 Feb.03 May.89 to Mar.92 Jul.03 to Aug.04 Apr.05 to Mar.08 18th Apr.06 to Mar.10 AO (Tax Deducted at Source) Appeal is pending before High Court Assessing Authority , Gurgaon Assessing Authority , Gurgaon Additional Commissioner, Delhi Customs, Excise & Service Tax Appellate Tribunal Supreme Court of India. Customs, Excise & Service Tax Appellate Tribunal Customs, Excise & Service Tax Appellate Tribunal. Customs, Excise & Service Tax Appellate Tribunal Customs, Excise & Service Tax Appellate Tribunal Customs, Excise & Service Tax Appellate Tribunal High Court of Delhi. Customs, Excise & Service Tax Appellate Tribunal Customs, Excise & Service Tax Appellate Tribunal Customs, Excise & Service Tax Appellate Tribunal AO (Tax Deducted at Source) 2006-07 A.Y. Income Tax Appleant Tribunal (ITAT) 2005-06 A.Y. Income Tax Appleant Tribunal (ITAT) 2004-05 A.Y. Income Tax Appleant Tribunal (ITAT) & High Court 2003-04 A.Y. Income Tax Appleant Tribunal (ITAT) 1998-99 A.Y. High Court 1996-97 A.Y. High Court 1995-96 A.Y. High Court 1994-95 A.Y High Court
SCHEDULE
Nature of the Dues Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Income Tax Interest Total Wealth Tax Total Interest Sales Tax TOTAL Sales Tax TOTAL
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"Excise Duty " Interest Penalty Excise duty Excise duty Penalty Excise duty Penalty Interest Excise duty Penalty Interest Excise duty Penalty Interest Excise duty Penalty Excise duty Penalty Total Service Tax Penalty Interest Service Tax Penalty Interest Service Tax Penalty Interest TOTAL Customs duty Interest TOTAL GRAND TOTAL
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SCHEDULE
30) Statement on Assets ,Liabilities ,Income & Expenses of Joint Ventures Details of the Company's share in the Joint Venture Assets ,Liabilities ,Income & Expenses as required by Accounting Standard 27 "Financial Reporting of Interest in Joint Venture" is as indicated below. SI.No 1 2 3 4 5 6 7 Name of Company J.J Impex (Delhi) Private Limited Mark Exhaust Systems Limited Bellsonica Auto Components India Limited FMI Automotive India Limited Krishna Ishizaki Auto Limited (foremerly known as Krishna Auto Mirrors Limited) Manesar Steel Processing (India) Pvt Ltd Maruti Insurance Broking Pvt Ltd % Ownership Country of Interest Incorporation 49.13 India 44.37 India 30.00 India 49.00 India 15.00 15.00 47.92 2010-11 Detail of Assets Fixed Assets - Gross Block Accumulated Depreciation Net Block Capital Work-in-Progress Investments Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances Deferred Tax Assets Detail of Liabilities Secured Loans Unsecured Loans Current Liabilities Provisions Deferred Tax Liabilities Detail of Income Sales(Net) Income from services Other income Detail of Expenses Consumption of Raw Material and Components Purchase of Traded Goods Consumption of Stores Employees Remuneration and Benefits Manufacturing Administrative and Other Expenses Selling and Distribution Expenses Financial Expenses Depreciation (Increase) / Decrease to Work in progress and Finished Goods Tax Expense Current Tax Expense Deffered 2,108 723 1,385 701 1 244 553 170 5 304 2 114 1,334 868 2 87 4,829 73 71 4,003 93 40 219 351 24 44 177 (39) 27 (6) India India India (` In Million) 2009-10 1,957 539 1,418 46 4 197 287 157 5 198 2 97 744 596 12 93 3,433 134 57 2,841 74 22 148 199 16 39 163 (8) 24 43
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SCHEDULE
(` In Million) 2009-10 2 3 36 44 -
2010-11 Details of Contingent Liabilities Income Tax demands Claims against the Company lodged by various parties Capital commitments Outstanding commitments under letter of credit Sale Tax and Service Tax demands 2 3 49 49 1
31) Previous Years figures have been recasted / regrouped where considered necessary to make them comparable with the current years figures.
For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451 New Delhi April 25, 2011
S. OISHI Director
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STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES
Name of the Subsidiary Company Maruti Maruti True Value Maruti Maruti Maruti Maruti Maruti Insurance Insurance Solutions Insurance Insurance Insurance Insurance Insurance Distribution Business Limited Agencies Agencies Agencies Logistics Broker Services Agency Solutions Network Services Limited Limited Limited Limited Limited Limited Limited 31st March 2011 31st March 2011 31st March 2011 31st March 2011 31st March 2011 31st March 2011 31st March 2011 31st March 2011 150,000 150,000 50,000 150,000 150,000 150,000 150,000 500,000
The financial year of the subsidiary company ended on Number of shares in the subsidiary company held by Maruti Suzuki India Limited at the above date Extent of Holding The net aggregate of profit/(loss) of the subsidiary company so far as these concern the members of Maruti Suzuki India Limited: i) dealt with in the accounts of Maruti Suzuki India Limited amounted to : a) For subsidiary's financial year ended on March 31st,2011 b) For previous financial years of the subsidiary since it become subsidiary of Maruti Suzuki India Limited ii) not dealt with in the accounts of Maruti Suzuki India Limited amounted to: a) For subsidiary's financial year ended on March 31st, 2011 (`) For previous financial years of the subsidiary since it become subsidiary of Maruti Suzuki India Limited (`)
100%
100%
100%
100%
100%
100%
100%
100%
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
Nil Nil
15,530,505 143,271,195
63,869,840 886,854,184
(34,777) 1,694,743
16,882,525 168,848,633
22,422,163 228,316,653
7,728,749 35,864,426
20,360,560 88,829,652
(926,042) -
S. OISHI Director
No. Particulars
Maruti Insurance Business Agency Limited 1 Capital 1,500,000 2 Reserves & Surpluses 950,724,025 3 Total Assets 952,224,025 4 Total Liabilities 952,224,025 5 Investments 875,565,796 6 Turnover Income 199,293,232 7 Profit Before Tax 86,493,804 8 Tax 21,719,725 9 Prior Period Item 904,239 10 Profit After Tax 63,869,840
Maruti Insurance Distribution Services Ltd. 1,500,000 158,753,332 160,253,332 160,253,332 153,873,515 42,302,580 19,728,080 4,953,368 (755,793) 15,530,505
Maruti Insurance Agency Network Ltd. 1,500,000 250,738,814 252,238,814 252,238,814 231,502,964 62,039,976 30,360,805 8,215,000 (276,358) 22,422,163
Maruti Insurance Agency Solutions Ltd. 1,500,000 185,731,157 187,231,157 187,231,157 169,268,798 53,748,681 23,067,597 6,372,000 (186,928) 16,882,525
Maruti Insurance Agency Services Ltd. 1,500,000 43,553,615 45,053,615 45,053,615 37,884,553 26,933,190 11,337,532 3,648,343 (39,560) 7,728,749
Maruti Insurance Agency Logistics Ltd. 1,500,000 109,134,339 110,634,339 110,634,339 107,030,793 73,404,810 29,978,496 9,725,000 (107,064) (34,777) 20,360,560
Maruti Insurance Broker Ltd. 5,000,000 (926,042) 4,073,958 4,073,958 (926,042) (926,042)
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AUDITORS REPORT
ON THE CONSOLIDATED FINANCIAL STATEMENTS OF MARUTI SUZUKI INDIA LIMITED
The Board of Directors of Maruti Suzuki India Limited 1. We have audited the attached consolidated balance sheet of Maruti Suzuki India Limited (the Company) and its subsidiaries, its jointly controlled entities and associate companies; hereinafter referred to as the Group (refer Note 1 on Schedule 22 to the attached consolidated financial statements) as at March 31st, 2011, the related consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We did not audit the financial statements of (i) 8 subsidiaries and 8 jointly controlled entities included in the consolidated financial statements, which constitute total assets of ` 3,135 million and net assets of `1,601 million as at March 31st, 2011, total revenue of `5,430 million, net profit of `184 million and net cash flows amounting to ` 449 million for the year then ended; and (ii) 15 associate companies which constitute net profit of `753 million for the year then ended. These financial statements and other financial information (other than for the jointly controlled entities and associate companies as stated in Para 4 below) have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditors. Attention is invited to Note 7 (a) and 7 (b) of Notes to accounts (Schedule 23) regarding certain associate entities and jointly controlled entities whose financial statements are unaudited, the impact of which is not likely to be material. We report that the consolidated financial statements have been prepared by the Companys Management in accordance with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements, Accounting Standard (AS) 23 Accounting for Investments in Associates in Consolidated Financial Statements and Accounting Standard (AS) 27 - Financial Reporting of Interests in Joint Ventures notified under sub-section 3C of Section 211of the Companies Act, 1956. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components of the Group as referred to above, and to the best of our information and according to the explanations given to us, in our opinion, the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India: (a) (b) (c) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at March 31st, 2011; in the case of the consolidated Profit and Loss Account, of the profit of the Group for the year ended on that date; and in the case of the consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.
2.
3.
4.
5.
6.
For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants
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SCHEDULE SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share Capital Reserves and Surplus LOAN FUNDS Secured Loans Unsecured Loans DEFERRED TAX (Note 10 on Schedule 23) Deferred Tax Liabilities Deferred Tax Assets Total APPLICATION OF FUNDS FIXED ASSETS Gross Block Less: Depreciation/ Amortisation Capital Work-In-Progress INVESTMENTS CURRENT ASSETS, LOANS AND ADVANCES Inventories Sundry Debtors Cash and Bank Balances Other Current Assets Loans and Advances LESS: CURRENT LIABILITIES AND PROVISIONS Current Liabilities Provisions Net Current Assets Total SIGNIFICANT ACCOUNTING POLICIES NOTES TO ACCOUNTS This is the Consolidated Balance Sheet referred to In our report of even date. For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451 Place: New Delhi April 25, 2011 13 14 36,466 5,176 41,642 8 9 10 11 12 14,384 9,502 25,281 1,700 14,037 64,904 1 2 3 4 1,445 141,643 426 4,115 2,600 (870)
AS AT 31.03.2011
143,088
121,826
4,541
9,055
1,730 149,359
1,461 132,342
5 119,526 (62,808) 56,718 6 7 14,987 71,705 54,392 106,085 (54,372) 51,713 3,922 55,635 73,968
12,276 8,494 1,627 883 15,952 39,232 30,260 6,233 36,493 23,262 149,359 2,739 132,342
22 23 The Schedules referred to above form an integral part of the Consolidated Balance Sheet. SHINZO NAKANISHI Managing Director & CEO S. OISHI Director
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Schedule INCOME Gross Sales less: Excise Duty Net Sales Income from Services [Net of expenses ` 378 million (Previous Year ` 137 million)] [Share of Joint Ventures ` 73 million (Previous Year ` 134 million)] Other Income Total EXPENDITURE Consumption of Raw Materials and Components (Note 4 on Schedule 23) [Share of Joint Ventures ` 4,003 million (Previous Year ` 2,841 million)] Purchase of Traded Goods [Share of Joint Ventures ` 93 million (Previous Year ` 74 million)] Consumption of Stores [Share of Joint Ventures ` 40 million (Previous Year ` 22 million)] Employees Remuneration and Benefits Manufacturing, Administrative and Other Expenses Selling and Distribution Expenses Total Less: Vehicles / Dies for Own Use Add : (Increase) /Decrease in Work-in-Progress and Finished Goods & Spares Parts Total Earnings before Interest , Depreciation , Tax and Amortizations (EBIDTA) Interest Depreciation/ Amortisation Consolidated Profit before Tax Less : Tax Expense - Current Tax - Deferred Tax (Note 10 on Schedule 23 ) Consolidated Profit after Tax Share of Profit in respect of Investment in Associates Profit for the Year Add: Brought forward from previous year's account Profit available for appropriation Less: Appropriation : General Reserve Proposed Dividend Corporate Dividend Tax Balance carried forward to Balance Sheet Basic/Diluted Earnings Per Share (in `) (Note 9 on Schedule 23) Significant Accounting Policies Notes to Accounts This is the Consolidated Profit and Loss Account referred to in our report of even date. For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451 Place: New Delhi April 25, 2011 15
16
20
The Schedules referred to above form an integral part of the Consolidated Profit and Loss Account SHINZO NAKANISHI Managing Director & CEO S. OISHI Director
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This is the Consolidated Cash Flow Statement referred to in our report of even date. For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451 Place: New Delhi April 25, 2011 SHINZO NAKANISHI Managing Director & CEO S. OISHI Director
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SCHEDULE
As at 31.03.11 SCHEDULE 1 - SHARE CAPITAL Authorised Capital 744,000,000 Equity Shares of ` 5 each (Previous year 744,000,000 equity shares of ` 5 each) ISSUED, SUBSCRIBED AND PAID UP CAPITAL 288,910,060 Equity Shares of ` 5 each (Previous year 288,910,060 equity shares of ` 5 each) fully paid up Of the above - 8,840,000 Equity Shares of ` 5 each (Previous year 8,840,000 equity shares of ` 5 each) were issued for consideration other than cash. - 156,618,440 Equity Shares of ` 5 each (Previous year 156,618,440 equity shares of ` 5 each) are held by Suzuki Motor Corporation, the Holding Company and its nominees (` in Million) As at 31.03.10
3,720 1,445
3,720 1,445
1,445
1,445
SCHEDULE 2 - RESERVES AND SURPLUS Capital Reserve on Consolidation [includes Joint Venture share of ` 3 Million (Previous Year ` 3 million)] Share Premium Account [Includes Joint Venture of ` 5 Million (Previous Year ` 5 Million)] Hedge Reserve Account General Reserve Balance as per Profit and Loss Account [includes Joint Venture share of ` (75) Million (Previous Year `(113) Million)]
31
31
4,246
4,246
238 11,928
2,289
(44) -
194 14,217
103,938 120,381
19,017 21,306
(44)
122,955 141,643
As at 31.03.11 SCHEDULE 3 - SECURED LOANS SHORT TERM LOANS - FROM BANKS Cash Credit (Secured by pari passu first charge on the stock, book debts and other current assets) Share in Joint Venture
As at 31.03.10
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SCHEDULE
(` in Million) As at 31.03.10
As at 31.03.11 SCHEDULE 4 - UNSECURED LOANS SHORT TERM LOANS - FROM BANKS Export Credit LONG TERM LOANS - FROM BANKS Foreign Currency Loans * Loan from Japan Bank of International Corporation and Bank of Tokyo Mitsubishi Share in Joint Venture *(Guaranteed by Suzuki Motor Corporation, Japan, the Holding Company) {Payable within one year ` 1390 Million (Previous Year ` 1400 Million)}
Particulars
Gross Block
Depreciation / Amortisation
Net Block
Freehold land costing `5,304 million (Previous year ` 5,225 million) is not yet registered in the name of Maruti Suzuki India Ltd. A part of this land has been/ would be made available to group companies. Plant and Machinery (gross block) includes pro-rata cost amounting to ` 374 million (Previous year ` 374 million) of a Gas Turbine jointly owned by Maruti Suzuki India Ltd. With its group companies and other companies. The Joint Ventures share is included under the respective category in the above schedule. Freehold Land includes 600 acres of land allotted to the Maruti Suzuki India Limited by Haryana State Industrial Development Corporation, a part of which has been made available to group companies.
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SCHEDULE
(` in Million) As at 31.03.10 1,840 450 1,586 3,876 46 3,922
As at 31.03.11 SCHEDULE 6 - CAPITAL WORK-IN-PROGRESS Plant and Machinery Civil Work-in-progress Capital Advances Share in Joint Venture 7,519 2,580 4,187 14,286 701 14,987
SCHEDULE 7 - INVESTMENTS Trade Investments : Long Term: Investment in Associates [Includes ` 28 Million of capital reserves on accquisition of certain Associates (Previous year ` 28 million)] Other Investments: Long Term (Quoted) : Corporate Bonds Long Term (Unquoted) : Mutual funds Current (Unquoted) : Mutual funds Share in Joint Venture
5,710
4,973
SCHEDULE 8 - INVENTORIES Components and Raw Materials In transit With vendors At factory Stores and Spares Vehicles Machinery Consumables In transit Tools at factory Work-in-Progress Finished Goods Share in Joint Venture
7,584
6,364
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SCHEDULE
(` in Million) As at 31.03.10
As at 31.03.11 SCHEDULE 9 - SUNDRY DEBTORS Debts Outstanding for more than six months Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Debts Other Debts : Unsecured - Considered Good Share in Joint Venture
SCHEDULE 10 - CASH AND BANK BALANCES Cash in Hand Cheques in Hand Bank balances with Scheduled Banks in : Current Accounts Dividend Accounts Deposit Accounts Share in Joint Venture
SCHEDULE 11 - OTHER CURRENT ASSETS Interest accrued on Deposits, Loans and Advances - Considered Good Secured - Considered Doubtful Less: Provision for Doubtful Interest Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Interest Claims - Unsecured Considered Good Considered Doubtful Less: Provision for Doubtful Claims Interest accrued but not due on Corporate Bonds Share in Joint Venture
24
450
33
169
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SCHEDULE
(` in Million) As at 31.03.10
As at 31.03.11 SCHEDULE 12 - LOANS AND ADVANCES Loans - Considered Good Secured - Considered Doubtful Less: Provision for Doubtful Loans Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Loans Advances recoverable in cash or in kind or for value to be received: Unsecured - Considered Good - Considered Doubtful Less: Provision for Doubtful Advances Deposits - Considered Good unless otherwise stated Balance with Customs, Port Trust and other Government Authorities Inter Corporate Deposits Considered Doubtful Less :Provision for Doubtful Deposits Other Deposits Share in Joint Venture
23 8 31 8 2,295 1 2,296 1
23
29 8 37 8 2,769 1 2,770 1
29
2,295
2,769
2,639
4,827
SCHEDULE 13 - CURRENT LIABILITIES Sundry Creditors Advances from Customers/Dealers Book Overdraft Unclaimed Dividend * Other Liabilities Deposits from Dealers, Contractors and Others Interest Accrued but not due on : Loans Others Share in Joint Venture
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SCHEDULE
(` in Million) As at 31.03.10 614 659 29 810 1,733 288 221 1,867 6,221 12 6,233 For the Year ended 31.03.2010 298,534 19,539 318,073 3,732 321,805
As at 31.03.11 SCHEDULE 14 - PROVISIONS (Note 13 and 14 on Schedule 23) Litigation Related Provisions Leave Encashment Retirement Allowance Warranty & Product Recall Proposed Dividend Corporate Dividend Tax Others Provisions Taxation (Net of Advance-Tax) Share in Joint Venture 658 752 38 929 2,167 351 255 24 5,174 2 5,176 For the Year ended 31.03.2011 SCHEDULE 15 - SALES Vehicles Spare Parts / Dies and Moulds / Components Share in Joint Venture 380,058 24,133 404,191 5,298 409,489
SCHEDULE 16 - OTHER INCOME Interest on: a) Fixed Deposits / Securities (Gross) [Includes Tax Deducted at Source of ` 70 Million (Previous year ` 136 million)] b) Corporate Bonds - Gross c) Receivables from Dealers (Gross) [includes Tax Deducted at Source of ` 50 Million (Previous year ` 56 million)] d) Advances to Vendors (Gross) [Includes Tax Deducted at Source of ` 35 Million (Previous year ` 88 million)] e) Income tax refund f) Others Sale of Scrap (Net of Excise) Miscellaneous Receipts (Gross) [Tax Deducted at Source of ` 61 Million (previous year `203 million)] Cash Discount Profit on Sale of Investments Long Term Investments Short Term Investments Dividend: Trade Investments - Long Term Others Provisions/ Liabilities no longer required Written Back Recovery of Service Charges Less: Repair Cost of Damaged Vehicles Exchange Variation (Net) Share in Joint Venture
658
1,275
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SCHEDULE
(` in Million) For the Year ended 31.03.10
For the Year ended 31.03.2011 SCHEDULE 17 - EMPLOYEES REMUNERATION AND BENEFITS (Note 13 on Schedule 23) Salaries ,Wages ,Allowances and Other Benefits [Net of Staff Cost recovered ` 99 million (Previous year ` 67 million)] Contribution to Provident and Other Funds Staff Welfare Expenses Group Insurance Share in Joint Venture
SCHEDULE 18 - MANUFACTURING, ADMINISTRATIVE AND OTHER EXPENSES Power and Fuel [Net of amount recovered ` 1,451 million (Previous year ` 1,255 million)] Rent Rates, Taxes and Fees Insurance Repairs and Maintenance : Plant and Machinery Building Others Royalty Tools / Machinery Spares Charged Off Net Loss on Sale/Discarding of Fixed Assets Bad Debt/ Advance written off Exchange Variation (Net) Loss on Sale of Short Term Investments Other Miscellaneous Expenses Share in Joint Venture
SCHEDULE 19 - SELLING AND DISTRIBUTION EXPENSES Advertisement Sales Promotion Warranty & Product Recall Transportation and Distribution Expenses Share in Joint Venture
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SCHEDULE
(` in Million) For the year ended 31.03.10
For the year ended 31.03.2011 SCHEDULE 20 - INTEREST Interest - Foreign Currency Loans - Export Credit - Others Share in Joint venture
SCHEDULE 21 - (INCREASE)/ DECREASE IN WORK-IN-PROGRESS, FINISHED GOODS & SPARE PARTS Work-in-Progress Opening Stock Less: Closing Stock Finished Goods Opening Stock Less: Closing Stock Less: Excise Duty on (Increase)/Decrease of Finished Stock Spare Parts-Traded Opening Stock Less: Closing Stock Share in Joint Venture
(56)
88
(294)
(2,057)
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SCHEDULE
SCHEDULE 22 - SIGNIFICANT ACCOUNTING POLICIES 1. GROUP COMPANIES Maruti Suzuki India Limited (Formerly Maruti Udyog Limited) (The Company) has eight wholly owned subsidiaries, eight joint venture companies and fifteen associate companies (The Group), as given in the following table. Sl. Name of Company No. 1 Maruti Insurance Business Agency Limited (Formerly known as Maruti Insurance Brokers Limited) 2 Maruti Insurance Distribution Services Limited 3 True Value Solutions Limited 4 Maruti Insurance Agency Network Limited 5 Maruti Insurance Agency Solutions Limited 6 Maruti Insurance Agency Services Limited 7 Maruti Insurance Logistic Limited 8 Maruti Insurance Broker Limited 9 J.J Impex (Delhi) Private Limited 10 Mark Exhaust Systems Limited 11 Bellsonica Auto Components India Limited 12 Krishna Ishizaki Auto Limited (Formerly known as Krishna Auto Mirrors Limited) 13 FMI Automotive India Limited 14 Inergy Automotive Systems Manufacturing India Private Limited 15 Manesar Steel Processing (India) Private Limited 16 Maruti Insurance Broking Private Limited 17 Suzuki Powertrain India Limited 18 Climate Systems India Limited 19 SKH Metals Limited 20 Jay Bharat Maruti Limited 21 Maruti Countrywide Auto Financial Services Limited 22 Citicorp Maruti Finance Limited 23 Caparo Maruti Limited 24 Machino Plastics Limited 25 Bharat Seats Limited 26 Krishna Maruti Limited 27 Asahi India Glass Limited 28 Denso India Limited 29 Nippon Thermostat (India) Limited 30 Sona Koyo Steering Systems Limited 31 Magneti Marelli Powertrain India Limited 2. Relationship Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidary Subsidary Subsidary Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Joint Venture Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Country of Percentage of ownership Incorporation interest as on 31st March 2011 India 100.00 India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India 100.00 100.00 100.00 100.00 100.00 100.00 100.00 49.13 44.37 30.00 15.00 49.00 26.00 15.00 47.92 30.00 39.00 48.71 29.28 26.00 26.00 25.00 15.35 14.81 15.80 11.11 10.27 10.00 6.94 19.00
BASIS FOR PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS: The consolidated financial statements of The Group have been prepared and presented under the historical cost convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in India and comply with the mandatory Accounting Standards notified under section 211(3C) of the Companies Act, 1956 and Accounting Standard 30, Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other accounting standard referred to Section 211 (3C) of the Act and other recognised accounting practices and policies. Financial statements of the Company and the subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances / transactions in full as per Accounting Standard 21 on Consolidated Financial Statements.
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SCHEDULE
Investment in associates (entity over which the company exercises significant influence, which is neither a subsidiary nor a joint venture) are accounted for using the equity method as per Accounting Standard 23 on Accounting for Investments in Associates in Consolidated Financial Statements. Investments in joint venture undertakings over which the company exercises joint control are accounted for using proportionate consolidation as per Accounting Standard 27 on Financial Reporting of Interests in Joint Ventures. All unrealized surpluses and deficits on transactions between the group companies are eliminated. Accounting policies between group companies are consistent to the extent practicable. Appropriate disclosure is made of significant deviations from the company accounting policies, which have not been adjusted. 3. REVENUE RECOGNITION: Domestic and export sales are recognised on transfer of significant risk and rewards to the customer which takes place on dispatch of goods from the factory / stockyard / storage area and port respectively. Finance charges on hire purchase business/ lease rental income are recognized on the basis of implicit rate of return on the value of assets hired out/leased. Agency Commission income from insurance companies and remuneration to dealers are recognised based on the insurance policies issued by the dealers. FIXED ASSETS: a) Fixed assets (except freehold land which is carried at cost) are carried at cost of acquisition or construction or at manufacturing cost (in case of own manufactured assets) in the year of capitalisation less accumulated depreciation. b) Assets acquired under finance lease are capitalized at the lower of their fair value and the present value of minimum lease payments. BORROWING COSTS Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised till the month in which each asset is put to use as part of the cost of that asset. DEPRECIATION/ AMORTISATION a) Fixed assets except leasehold assets viz land are depreciated on the straight line method on a pro-rata basis from the month in which each asset is put to use. Depreciation has been provided at the rates prescribed in Schedule XIV to the Companies Act, 1956 except for certain fixed assets where, based on the managements estimate of the useful life of the assets, higher depreciation has been provided on the straight line method over the following useful lives: Plant and Machinery 8 11 Years Dies and Jigs 4 Years Electronic Data Processing Equipments 3 Years Depreciation has been provided on Straight Line Method at rate higher than Schedule XIV for some associate companies as follows: Assets Depreciation rates Electrical Fittings 3 Years Plant & Machinery 5 13 Years Furniture & Fittings 5 7 Years Vehicles 5 Years Electronic Data Processing Equipments 3 5 Years In respect of assets whose useful life has been revised, the unamortised depreciable amount is charged over the revised remaining useful life of the assets. b) Leasehold assets viz land are amortised over the period of lease. c) All assets, the individual written down value of which at the beginning of the year is ` 5,000 or less, are depreciated at the rate of 100%. Assets purchased during the year costing ` 5,000 or less are depreciated at the rate of 100%. d) Lump Sum royalty is amortised on a straight line basis over 4 years from the start of production of the related model. GOODWILL Goodwill arising on consolidation is charged to profit and loss account. 8. INVENTORIES a) Inventories are valued at lower of cost, determined on the weighted average basis, and net realisable value. Tools are written off over a period of three years except for tools valued at ` 5,000 or less individually which are charged b) off to revenue in the year of purchase.
4.
5.
6.
7.
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SCHEDULE
c) Machinery spares (other than those supplied alongwith main plant and machinery, which are capitalized and depreciated accordingly) are charged to revenue on consumption except those valued at ` 5,000 or less individually, which are charged to revenue in the year of purchase. In case of certain associates inventory is valued at lower of cost, determined on the first in first out basis, and net realisable value. 9. INVESTMENTS Current investments are valued at the lower of cost and fair value. Long-term investments are valued at cost except in case of a permanent diminution in their value, in which case necessary provision is made. 10. RESEARCH AND DEVELOPMENT Revenue expenditure on research and development is charged off against the profit of the year in which it is incurred. Capital expenditure on research and development is shown as an addition to fixed assets and depreciated accordingly. 11. FOREIGN CURRENCY TRANSLATIONS AND DERIVATIVE INSTRUMENTS a) Foreign currency transactions are recorded at the exchange rates prevailing at the date of the transaction. Exchange differences arising on settlement of transactions, are recognised as income or expense in the year in which they arise. b) At the balance sheet date, all monetary assets and liabilities denominated in foreign currency are reported at the exchange rates prevailing at the balance sheet date by recognizing the exchange difference in profit and loss account. However, the exchange difference arising on foreign currency monetary items that qualify and are designated as hedge instruments in a cash flow hedge is initially recognized in hedge reserve and subsequently transferred to profit & loss account on occurrence of the underlying hedged transaction. Effective April 1, 2008, the Company adopted Accounting Standard -30, Financial Instruments: Recognition and Measurement issued by The Institute of Chartered Accountants of India to the extent that the adoption does not contradict with the accounting standards notified under Section 211(3C) of the Companies Act, 1956 and other regulatory requirements. Derivative contracts (except for forward foreign exchange contracts where underlying asset or liability exits) are fair valued at each reporting date. The Company records the gain or loss on effective hedges, if any, in a hedge reserve until , the transaction is complete. On completion, the gain or loss is transferred to the profit and loss account of that period. Change in fair value relating to the ineffective portion of the hedges and derivatives not qualifying or not designated as hedge is recognized in the profit and loss account in the accounting period in which they arises. In case of forward foreign exchange contracts where an underlying asset or liability exists at the balance sheet date, the difference between the forward rate and the exchange rate at the inception of the contract is recognised as income or expense over the life of the contract. Profit or loss arising on cancellation or renewal of a forward contract is recognised as income or expense in the year in which such cancellation or renewal is made.
c)
d)
e)
12. EMPLOYEE BENEFIT COSTS Short - Term Employee Benefits: Recognised as an expense at the undiscounted amount in the profit and loss account of the year in which the related service is rendered. Post Employment and Other Long Term Employee Benefits : (i) The Company has Defined Contribution Plans for post employment benefits namely Provident Fund and Superannuation Fund which are recognised by the income tax authorities. These Funds are administered through Trusts and the Companys contributions thereto are charged to revenue every year. The Company also maintains an insurance policy to fund a post-employment medical assistance scheme, which is a Defined Contribution Plan administered by The New India Insurance Company Limited. The Companys contribution to State Plans namely Employees State Insurance Fund and Employees Pension Scheme are charged to revenue every year. (ii) The Company has Defined Benefit Plans namely Gratuity, Interest on Provident Fund and Retirement Allowance for employees and Other long term employee benefits i.e. Leave Encashment/ Compensated Absences, the liability for which is determined on the basis of an actuarial valuation at the end of the year based on Projected Unit Credit Method. The Gratuity Fund is recognised by the income tax authorities and is administered through a Trust. Termination benefits are recognised as an expense immediately. Gains and losses arising out of actuarial valuations are recognised immediately in the Profit and Loss Account as income or expense. In case of certain joint venture and associate companies, contributions towards gratuity are charged to Profit & Loss Account on the basis of premium paid to the Life Insurance Corporation of India.
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13. CUSTOMS DUTY Custom duty available as drawback is initially recognized as purchase cost and is credited to consumption on export of vehicles. 14. GOVERNMENT GRANTS Government grants are recognised in the profit and loss account in accordance with the related scheme and in the period in which these are accrued. 15. TAXES Tax expense for the year, comprising current tax and deferred tax, is included in determining the net profit/(loss) for the year. Current tax is recognised based on assessable profit computed in accordance with the Income Tax Act and at the prevailing tax rate. Deferred tax is recognized for all the timing differences. Deferred tax assets are carried forward to the extent it is reasonably/ virtually certain that future taxable profit will be available against which such deferred tax assets can be realized. Deferred tax assets are reviewed at each balance sheet date and written down/ written up to reflect the amount that is reasonably/ virtually certain (as the case may be) to be realized. Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted at the balance sheet date. 16. DIVIDEND INCOME Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to measurability or collectability exits. 17. INTEREST INCOME Interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to measurability or collectability exists. 18. IMPAIRMENT OF ASSETS At each balance sheet date, the Company assesses whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount. If the carrying amount of the asset exceeds its recoverable amount, an impairment loss is recognized in the profit and loss account to the extent the carrying amount exceeds the recoverable amount. 19. ROYALTY a) b) The company pays / accrues for royalty expense in accordance with the relevant agreements with Suzuki Motor Corporation. The lump sum royalty incurred towards obtaining technical assistance / technical know how to manufacture a new model/ car, ownership of which rests with the technical know how provider, is recognised as an intangible asset in accordance with the requirements of Accounting Standard-26 Intangible Assets Royalty payable on sale of products i.e. . running royalty is charged to profit and loss account as and when incurred.
20. PROVISIONS AND CONTINGENCIES The Company creates a provision when there is a present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure of contingent liability is made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where a reliable estimate of the obligation cannot be made. SCHEDULE 23 CONSOLIDATED NOTES TO ACCOUNTS: 1) Contingent Liabilities: a) Claims against the Group disputed and not acknowledged as debts: Particulars (i) Excise Duty (a) Cases decided in the Companys favour by Appellate authorities and for which the department is in further appeal (b) Show cause notices / orders on the subjects covered in (i) (a) above for other periods (c) Cases pending before Appellate authorities in respect of which the Company is in appeal and other show cause notices Amount deposited under protest As at March 31, 2011 1,066 1,932 10,803 13,801 3 (` in Million) As at March 31, 2010 1,141 1,351 8,878 11,370 3
Total
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(` in Million) As at March 31, 2010 357 1,855 2,212 -
Particulars (ii) Service Tax (a) Cases decided in the Companys favour by Appellate authorities and for which the department is in further appeal (b) Show cause notices / orders on the subjects covered in (ii) (a) above for other periods (c) Cases pending before Appellate authorities in respect of which the Company is in appeal and other show cause notices Amount deposited under protest (iii) Income Tax (a) Cases decided in the Companys favour by Appellate authorities and for which the department is in further appeal (b) Cases pending before Appellate authorities / Dispute Resolution Panel in respect of which the Company is in appeal (Including share of Joint Venture Current Year ` 2 million; Previous Year ` 2 Million) Amount deposited under protest (Including share of Joint Venture Current Year ` 2 million; Previous Year ` 2 Million) (iv) Custom Duty Pending before Appellate authorities in respect of which the Company is in appeal Amount deposited under protest Sales Tax Pending before Appellate authorities in respect of which the Company is in appeal (Including share of Joint Venture Current Year ` 1 million; Previous Year ` Nil Million) Amount deposited under protest Claims against the Company for recovery of ` 609 million (including share of Joint Venture ` 3 million) (Previous year ` 501 million) (including share of Joint Venture ` 3 million) lodged by various parties
Total
6,491 6,055
5,520 3,449
Total
12,546 4,180
8,969 3,799
120 22
120 22
(v)
68
52
(vi)
b)
The amounts shown in the item (a) represent the best possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed professional advisors to protect its interests and has been advised that it has strong legal positions against such disputes.
2) 3)
Outstanding commitments under Letters of Credit established by the Group aggregating ` 9,676 million (includes share of Joint Venture ` 49 million) (Previous year ` 4,313 million) (includes share of Joint Venture ` 44 million). Estimated value of contracts on capital account, excluding capital advances, remaining to be executed and not provided for, amounts to ` 27,103 million (includes share of Joint Venture ` 49 million) (Previous year ` 17,684 million) (includes share of Joint Venture ` 36 million). Consumption of raw materials and components has been computed by adding purchases to the opening stock and deducting closing stock verified physically by the management. The Company was granted sales tax benefit in accordance with the provisions of Rule 28C of Haryana General sales Tax Rules, 1975 for the period from 1st August, 2001 to 31st July, 2015. The ceiling amount of concession to be availed of during entitlement period is ` 5,644 million. Till 31st March 2011, the Company has availed off/ claimed sales tax benefit amounting to ` 2,118 million (Previous year ` 1,893 million).
4) 5)
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SCHEDULE
6) Differences between accounting policies of the Company and other group companies, the impact of which is not expected to be material. a) In case of certain associate and joint venture companies, contributions towards gratuity are charged to Profit & Loss Account on the basis of premium paid to the Life Insurance Corporation of India. b) c) d) e) f) 7) (a) Deferred Revenue Expenditure of Joint Venture and Associate Companies have been charged to Profit & Loss Account in the year of incurrence. In case of certain associate companies, First In First Out method of inventory valuation is followed. In case of a joint venture company, fair value (mark to market) of a derivative instrument i.e. an interest rate swap has not been computed as at March 31, 2011. In case of certain associates, written down value method of depreciation is followed. In case of a joint venture company, warranty expenses is charged to Profit & Loss Account as and when claimed by customer on actual basis. The Profit after tax of Denso India Limited, Machino Plastics Limited, Sona Koyo Steering Systems Limited & Asahi India Glass Limited has been annualised based on unaudited financial statements of nine months ended 31st December 2010. It is unlikely that the audited results would be materially different from annualised results. The Profit after tax of Climate Systems India Limited, Krishna Maruti Limited, SKH Metals Limited, Manesar Steel Processing (India) Private Limited, Magneti Marelli Powertrain India Limited, Krishna Ishizaki Auto Limited, and Inergy Automotive Systems Manufacturing India Private Limited has been taken on the basis of unaudited financial statements for financial year ended 31st March 2011. It is unlikely that the audited results would be materially different from unaudited results.
(b)
8)
The Group has considered business segment as the primary segment. The Group is primarily in the business of manufacture, purchase and sale of Motor Vehicles, Components and Spare Parts (automobiles). The other activities of the Group comprise facilitation of Pre-Owned Car sales, Fleet Management and Car Financing. The income from these activities, which are incidental to the Groups business, is not material in financial terms. Accordingly, the Group has considered Business Segment as the primary segment and thus no business segment information is required to be disclosed. The Geographical Segments has been considered for disclosure as secondary segment, under which domestic segment includes sales to customer located in India and overseas segment includes sales to customers located outside India. Financial information of geographical segments is as follows : (` in Million) 2010-11 2009-10 Particulars Domestic Overseas Unallocated Total Domestic Overseas Unallocated Total Revenue from external customers 382,817 38,473 2,741 424,031 282,777 48,785 3,474 335,036 Segment assets 128,573 6,152 56,276 191,001 87,574 5,200 76,061 168,835 Capital expenditure during the year 26,542 - 26,542 13,804 13,804 Notes:a) Domestic segment includes sales to customers located in India and services income accrued in India. b) Overseas segment includes sales and services rendered to customers located outside India. c) Unallocated revenue includes interest income, dividend income and profit on sale of investment. d) Unallocated assets include other deposits, dividend bank account and investments. e) Segment assets includes fixed assets, inventories, sundry debtors, cash and bank balances (except dividend bank account), other current assets, loans and advances (except other deposits). f) Capital expenditure during the year includes fixed assets and net additions to capital work in progress.
9)
Net Profit after tax attributable to shareholders (in Million `) Weighted Average Number of Equity Shares Outstanding during the year Nominal value per share (In `) Basic/Diluted Earnings Per Share (In `)
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SCHEDULE
10) DEFERRED TAX Major Components of Deferred Tax arising on account of temporary timing differences along with their movement as at March 31, 2011 are: (` in Million) Assets Provision for Doubtful Debts / Advances Contingent Provisions Others Share in Joint Ventures Total (A) Liabilities Depreciation on Fixed Assets Exchange gain on Capital Accounts Allowances under Income Tax Act, 1961 Share in Joint Ventures Total (B) Net Deferred Tax Liability* (B) - (A) Previous Year * 31.03.10 183 220 433 836 2 838 2,081 (134) 259 2,206 93 2,299 1,461 1,598 Movement During the Year 1 (17) 48 32 0 32 200 61 46 307 (6) 301 269 (137) 31.03.11 184 203 481 868 2 870 2,281 (73) 305 2,513 87 2,600 1,730 1,461
Includes adjustment of ` 173 million (Previous year ` 100 million) on account of reclassification of Deferred Tax Liabilities from Provision for Taxation.
11) Minimum Lease payments outstanding as on 31st March 2011 in respect of assets taken on non cancellable operating leases are as follows. March 31, 2011 Due Total Minimum Lease Payments Outstanding as on 31st March 11 49 207 796 March 31, 2011 Minimum Lease Payment Charged to Rent Expense (Schedule18) 60 March 31, 2010 Total Minimum Lease Payments Outstanding as on 31st March 10 45 202 850 March 31, 2010 Minimum Lease Payment 60
Within One Year Later than one Year but less than five Years later than five years
SCHEDULE
Joint Ventures J.J. Impex (Delhi) Private Limited Mark Exhaust Systems Limited Bellsonica Auto Component India Private Limited FMI Automotive Components Limited Krishna Auto Mirrors Limited Inergy India Automotive Components Limited Maruti Insurance Broking Private Limited Manesar Steel Processing India Private Limited
(` in Million)
Total
Joint Ventures
Associates
2010-11 Holding Fellow Key Company subsidiaries Management Personnel Total Joint Ventures Associates
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55 55 240 240 2,597 2,597 10,165 10,165 9 9 10,165 2,846 13,011 323 323
82 82
23 23
92 92
20 20 5,848 5,848
5 5 67 67
67 2 68 137 182 182 2,284 2,284 268 205 473 1 1 524 384 908 -
2,781 2,781
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10 10 177 177 -
4,199 4,199 10 150 160 272 245 1,320 1,837 1,530 1,530
Outstanding at year end Loans and advances recoverable Suzuki PowerTrain India Limited Others Total Amounts Payable Suzuki Motor Corporation Others Total Guarantees given to third parties for the Company Suzuki Motor Corporation Others Total Finances (Equity & Loans) Inergy India Automotive Comp. Limited Maruti Insurance Broking Private Limited Manesar Steel Processing India Private Limited Maruti Insurance Broker Limited Krishna Ishizaki Auto Limited Suzuki Motorcycle India Private Limited Total Amount Recoverable SKH Metals Limited PT Suzuki Indomobil Motor Others Total Goods In Transit - Comp Etc. Suzuki Motor Corporation Others Total Transaction during the year Loan recovered during the year Suzuki PowerTrain India Limited Total 62 62 62 62 85 85
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85 85
(` in Million)
Joint Ventures Associates Holding Company Fellow Key subsidiaries Management Personnel 2 2 1,958 3,028 6,062 11,048 1,958 3,028 9,197 14,183 1,059 1,059 1,931 1,931 147 147 825 838 14,749 16,412 825 838 17,886 19,549 2,623 571 3,194 1,092 1,092 2 2 1,092 2 1,094 Total Joint Ventures Associates Holding Company Fellow Key subsidiaries Management Personnel Total
SCHEDULE
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Purchases of Capital items Suzuki Motor Corporation Others Total Sale of Goods Suzuki Australia Pty. Limited PT Indomobil Suzuki International Others Total Other Income Income/ Finance - Commission/Dividend Suzuki PowerTrain India Limited Others Total Other Misc Income Suzuki PowerTrain India Limited Jay Bharat Maruti Limited SKH Metals Limited Others Total Purchases of Goods Suzuki Motor Corporation Suzuki Powertrain India Limited Others Total Proposed Dividend Suzuki Motor Corporation Total Royalty Suzuki Motor Corporation Total Services Received Suzuki Motor Corporation Others Total Other-Expenditure Suzuki France S.A.S. Suzuki International Europe Gmbh Suzuki GB PLC Suzuki Motor Corporation Others Total Managerial Remuneration Mr Shinzo Nakanishi Mr Tsuneo Ohashi Mr Keiichi Asai Mr. Syuji Oishi Total
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SCHEDULE
13) The Company has calculated the various benefits provided to employees as under A. Defined Contribution Plans Superannuation Fund a) b) Post Employment Medical Assistance Scheme c) Provident Fund During the year the Company has recognised the following amounts in the Profit and Loss account :March 31, 2011 35 2 188 (` In Million) March 31, 2010 28 1 164
Employers Contribution to Superannuation Fund* Employers Contribution to Post Employment Medical Assistance Scheme* Provident Fund B.
State Plans a) Employers contribution to Employee State Insurance* b) Employers contribution to Employees Pension Scheme 1995* During the year the Company has recognised the following amounts in the Profit and Loss account :Employers contribution to Employee State Insurance* Employers contribution to Employees Pension Scheme 1995* March 31, 2011 5 48 March 31, 2010 6 43
* Included in Contribution to Provident and Other Funds under Employee Remuneration and Benefits (Refer schedule 17) C. Defined Benefit Plans and Other Long Term Benefits a) b) c) Contribution to Gratuity Funds - Employees Gratuity Fund Leave Encashment/ Compensated Absence Retirement Allowance
In accordance with Accounting Standard 15 (revised 2005), an acturial valuation was carried out in respect of the aforesaid defined benefit plans and other long term benefits based on the following assumptions. March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence Discount Rate (per annum) 8.50% 8.50% 8.50% 8.00% 8.00% 8.00% Rate of increase in compensation levels 6.00% 6.00% 0.00% 6.00% 6.00% 0.00% Not Not Not Not Rate of return on plan assets. Applicable 8.00% Applicable Applicable 8.00% Applicable Expected Average remaining working lives of employees (years) 22 22 22 21 21 21 Estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market. Changes in Present Value Of Obligations March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence Present value of obligation as at beginning of the year Interest cost Current service cost Benefits Paid Actuarial (gain)/ loss on Obligations Present value of obligation as at the year end 659 45 32 172 188 752 734 61 45 21 7 827 29 2 7 38 550 35 42 84 116 659 621 49 42 7 29 734 27 2 29
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SCHEDULE
Changes in the Fair value of Plan Assets (` In Million)
March 31, 2011 March 31, 2010 Employees Gratuity Employees Gratuity Fund Fund Fair value of Plan Assets as at beginning of the year 734 621 Expected return on Plan Assets 59 44 Contribution 25 57 Benefits Paid 21 79 Actuarial gain/ (loss) on Obligations 30 91 Fair value of Plan Assets as at the year end 827 734 Reconciliation of Present value of Defined Benefit Obligation and Fair value of Assets March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence Present value of obligation as at the year end 752 827 38 659 734 29 Fair value of Plan Assets as at the year end 827 734 Surplus/ (Deficit) (752) (38) (659) (29) Unfunded Net Asset/ (Liability) recognised in Balance Sheet. (752) (38) (659) (29) March 31, 2009 March 31, 2008 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence Present value of obligation as at the year end Fair value of Plan Assets as at the year end Surplus/ (Deficit) Unfunded Net Asset/ (Liability) recognised in Balance Sheet. 550 (550) (550) 621 621 27 (27) (27) 429 (429) (429) 524 491 (33) 25 (25) (25)
Present value of obligation as at the year end Fair value of Plan Assets as at the year end Surplus/ (Deficit) Unfunded Net Asset/ (Liability) recognised in Balance Sheet. Expenses Recognised in Profit & Loss Account
March 31, 2007 Leave Employees Retirement Encashment/ Gratuity Allowance Compensated Fund Absence 441 484 22 456 (441) (28) (22) (441) (22)
March 31, 2011 March 31, 2010 Leave Employees Retirement Leave Employees Retirement Encashment/ Gratuity Allowance Encashment/ Gratuity Allowance Compensated Fund Compensated Fund Absence Absence Current service cost 32 45 42 42 Interest cost 45 61 2 35 49 Expected return on Plan Assets (59) (44) Settlement cost Net Actuarial (gain)/ loss recognised during the year 188 (23) 7 116 (62) Total Expense recognised in Profit & Loss Account* 265 25 9 193 (15) * Included in Salaries, Wages, Allowances and Other Benefits except for Employee Gratuity Fund which is included Contribution to Provident and Other Funds under Employee Remuneration and Benefits (Schedule 17) 2 2 in
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(` in Million) Gratuity March 31, 2011 March 31, 2010 379 585 448 149 827 734
The return on the investment is the nominal yield available on the format of investment as applicable to Approved Gratuity Fund under Rule 101 of Income Tax Act 1961. Expected contribution on account of Gratuity for the year ending March 31, 2011 can not be ascertained at this stage. 14) Following are the provisions in the books of account as on 31.03.2011 : Description a) Litigation Related Provisions b) Warranty / Product Recall c) Others a) b) c) d) e) Balance as on 31.03.10 614 (611) 810 (432) 221 (195) Additions during Utilized/ Reversed the year during the year 47 3 (36) (33) 393 274 (590) (212) 35 1 (31) (5) Balance as on 31.03.11 658 (614) 929 (810) 255 (221)
Litigation related provisions pertain to the estimated outflow in respect of disputes with various government authorities. Warranty and Product Recall provisions relate to the estimated outflow in respect of warranty and recall cost for products sold during the year. Other Provisions relate to excise duty, export obligation and guarantees etc. given. Due to the very nature of the above costs, it is not possible to estimate the timing / uncertainties relating to their outflows as well as the expected reimbursements from such estimates. Amount in brackets represents previous years figures.
15) Previous Years figures have been recasted / regrouped where considered necessary to make them comparable with the current years figures.
For Price Waterhouse Firm Registration Number: FRN 301112E Chartered Accountants ANUPAM DHAWAN Partner Membership Number - F 084451
S. OISHI Director
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NOTES
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ATTENDANCE SLIP
Thirtieth Annual General Meeting Folio No./Client ID* DP ID*
I certify that I am a Member / Proxy for the Member of the Company. I hereby record my presence at the 30 th Annual General Meeting of the Company at Air Force Auditorium, Subroto Park, New Delhi 110010 at 10.00 a.m. on Thursday, 8 th day of September, 2011. _______________________ Members/Proxys name in BLOCK Letters Note: __________________________ Signature of Member/Proxy
Please fill up this attendance slip and hand it over at the Registration Counter. Members are requested to bring their own Annual Report which has already been sent or e-mailed to them.
*Those who hold shares in demat form must quote their Demat A/c. No. and Depository Participant (DP) ID. No.
PROXY FORM
Thirtieth Annual General Meeting Regd.Folio No. *Demat A/c No. __________________ __________________ *DP. ID. No._________________
I / We ________________________________________________________________________________________________________ of _______________________________ in the district of _______________________________ being a member / members of the Company hereby appoint _______________________________ of _____________________________ in the district of ________________________________________ or failing him / her of ______________________________ in the district of __________________________________________________ as my / our proxy to vote for me / us on my / our behalf at the 30th Annual General Meeting of the Company to be held at Air Force Auditorium, Subroto Park, New Delhi 110010 at 10.00 a.m. on Thursday, 8 th day of September, 2011 and at any adjournment thereof. Signed this _____ day of _________ 2011. Affix Fifteen Paise Revenue Stamp
Signature _________________________________
Note: This form in order to be valid and effective, should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting. *Those who hold shares in demat form must quote their Demat A/c no. and Depository Participant (DP) ID. No.
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