Your Directors have pleasure in presenting the 44th Annual
Report together with the audited financial statements for the
year ended 31st March 2025.
Financial Results
The Company’s financial performance during 2024-25 as
compared to the previous year 2023-24 is summarised below:
|
Particulars
|
2024-25
|
2023-24
|
|
Total revenue
|
1,566,505
|
1,447,874
|
|
Profit before tax
|
191,832
|
170,404
|
|
Tax expense
|
52,280
|
38,310
|
|
Profit after tax
|
139,552
|
132,094
|
|
Balance at the beginning of the year
|
646,509
|
541,980
|
|
Profit for the year
|
139,552
|
132,094
|
|
Other comprehensive income
arising from remeasurement of
defined benefit obligation*
|
(595)
|
(339)
|
|
Income on employee welfare fund
|
(232)
|
(201)
|
|
Expenses on employee welfare fund
|
69
|
162
|
|
Payment of dividend on equity
shares
|
(39,300)
|
(27,187)
|
|
Balance at the end of the year
|
746,003
|
646,509
|
Financial Highlights
The total revenue was H 1,566,505 million as against
H 1,447,874 million in the previous year showing an increase of
8.19%. Sale of vehicles in the domestic market was 1,901,681
units as compared to 1,852,256 units in the previous year
showing an increase of 2.67%. Total number of vehicles
exported was 332,585 units as compared to 283,067 units in
the previous year showing an increase of 17.49%.
Profit before tax (PBT) was H 191,832 million against H 170,404
million showing an increase of 12.57% and Profit After Tax
(PAT) stood at H 139,552 million against H 132,094 million in the
previous year showing an increase of 5.65%.
Dividend
The Board recommends a dividend of H 135/- per equity share
of H 5/- each for the year ended 31st March, 2025 amounting to
H 42,444 million. No amount was carried to General Reserve.
The Company has formulated a dividend distribution policy
and the same is available on the website of the Company at
the web-link https://marutistoragenew.blob.core.windows.net/
msilintiwebpdf/MSIL Dividend Distribution Policy.pdf
Operational Highlights
The operations are exhaustively discussed in the ‘Management
Discussion and Analysis’ forming part of the Annual Report.
Consolidated Financial Statements
In accordance with Indian Accounting Standard (IND AS) - 110 on
Consolidated Financial Statements read with Indian Accounting
Standard (IND AS) - 28 on Investments in Associates and Joint
Ventures, the audited consolidated financial statements are
provided in the Annual Report.
Performance of Subsidiaries, Associates and
Joint Venture Companies
A report containing the performance, financial position and
the contribution of subsidiaries, associates and joint venture
companies to the overall performance of the Company as
required by the Companies Act, 2013 (hereinafter referred as the
‘Act’) is provided as an annexure to the consolidated financial
statements and hence are not repeated here for the purpose of
brevity (Form AOC - 1).
Further, no company has become or ceased to be the subsidiary,
joint venture or associate company during the year under review.
The audited financial statements of each of the subsidiary
companies are also available on the website of the
Company at the web-link https://www.marutisuzuki.com/
corporate/investors/company-reports
Material Subsidiaries
Suzuki Motor Gujarat Private Limited is a material subsidiary of
the Company.
In accordance with Regulation 16(1)(c) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred as the ‘Listing Regulations’), the Company
has a policy for determining material subsidiaries. The policy is
available on the website of the Company at the web-link https://
marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Policy on Subsidiary Companies New.pdf
Amalgamation of Suzuki Motor Gujarat Private
Limited
The Board of Directors at its meeting held on 29th January 2025
approved the Scheme of Amalgamation (“Scheme”) of Suzuki
Motor Gujarat Private Limited (a wholly owned subsidiary of
the Company) into and with the Company as per the applicable
provisions of the Companies Act, 2013 (“Act”) and rules framed
thereunder. The Scheme is subject to the applicable statutory/
regulatory approvals.
Deposits
During the year under review, the Company has not invited or
accepted any deposits from the public in terms of Chapter V
of the Act.
Annual Return
The annual return of the Company for the year 2024-25 is
available on the website of the Company at the web-link https://
www.marutisuzuki.com/corporate/investors/company-reports
Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments, if any, covered
under the provisions of Section 186 of the Act are given in the
notes forming part of the financial statements.
Board of Directors and Key Managerial Personnel (KMP)
In accordance with the provisions of Section 152 of the Act
and the Articles of Association of the Company, Mr. Kenichiro
Toyofuku, Director (Sustainability) and Mr. Kenichi Ayukawa,
Non-Executive Director of the Company, will retire by rotation
at the ensuing Annual General Meeting and being eligible have
offered themselves for re-appointment.
Upon completion of two terms, Mr. Davinder Singh Brar and
Mr. Rajinder Pal Singh ceased to be the Independent Directors
of the Company w.e.f. close of business hours of 27th August
2024. Ms. Anjali Bansal and Ms. Ireena Vittal were appointed
as Independent Directors for a period of five years w.e.f. 28th
August 2024 up to 27th August 2029.
Ms. Lira Goswami was re-appointed as Independent Director
for the second term of five years w.e.f. 28th August 2024 up to
27th August 2029.
Mr. Hisashi Takeuchi was re-appointed as Managing Director
and Chief Executive Officer for a further period of three years
w.e.f. 1st April 2025 up to 31st March 2028.
Mr. Maheswar Sahu was re-appointed as Independent Director
for the second term of five years w.e.f. 14th May 2025 up to
13th May 2030.
Mr. Sunil Kakkar was appointed as an Additional Director
and Whole-time Director designated as Director (Corporate
Planning) for a period of three years with effect from 1st April
2025 up to 31st March 2028.
Mr. Kinji Saito resigned from the post of Non-Executive Director
w.e.f. close of business hours of 25th April 2025. Mr. Koichi
Suzuki was appointed as Non-Executive Director w.e.f. 26th April
2025 to fill the causal vacancy caused due to the resignation
of Mr. Kinji Saito.
Mr. Osamu Suzuki, Honorary Chairman of the Company passed
away on 25th December 2024. Mr. O Suzuki was responsible for
the success of the Company and the establishment of a modern
automobile and component industry in India. He dedicated himself
to the development of the automotive industry, demonstrating
exceptional leadership and initiative. He shall be remembered for
his visionary leadership and remarkable initiatives that shaped
the Indo-Japan trade especially in the automobile industry.
The Board expresses its sincere appreciation for his outstanding
service, leadership and pivotal role in realising the dream of
putting India on wheels by empowering millions of Indian families
with affordable, reliable, efficient and good quality vehicles.
The Company has received declarations of independence in
accordance with the provisions of Section 149 of the Act read
with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 along with Regulation 16 and Regulation
25 of the Listing Regulations from all the Independent Directors.
Under the relevant provisions of the Act and the Listing Regulations,
one separate meeting of the Independent Directors was held during
2024-25. The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience and
expertise and hold highest standards of integrity.
Familiarisation Programme
The details of the familiarisation programmes for the Independent
Directors are available on the website of the Company at the weblink
https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Familiarisation Programmes for Independent Directors.pdf
Directors’ Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained, in terms of Section 134
of the Act, your Directors state that:
a) i n the preparation of the annual accounts, the applicable
accounting standards have been followed and proper
explanations provided relating to material departures, if any;
b) such accounting policies have been selected and applied
consistently and judgements and estimates made are
reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial
year and of the profit of the Company for that period;
c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) t he annual accounts have been prepared on a going
concern basis;
e) i nternal financial controls were followed by the Company
and they are adequate and are operating effectively; and
f) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and such systems
are adequate and operating effectively.
Board Meetings
A calendar of meetings is circulated in advance to the Directors.
During the year under review, five board meetings were held, the
details of which are given in the Corporate Governance Report.
Board Committees
For composition of the Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship
Committee, CSR Committee, Risk Management Committee,
and Sustainability Committee, please refer to the Corporate
Governance Report.
The Annual Report on CSR activities containing details of CSR
Policy and other prescribed details are given in Annexure - A.
Risk Management
Pursuant to Regulation 21 of the Listing Regulations, the
Company has a Risk Management Committee, the details of
which are given in the Corporate Governance Report. The
Company has a Risk Management Policy and identified risks and
taken appropriate steps for their mitigation. For more details,
please refer to the Management Discussion and Analysis.
internal Financial Controls
Internal financial controls have been discussed under the head
‘CEO/CFO Certification’ in the Corporate Governance Report.
Vigil Mechanism
The Company has in place an established and effective
vigil mechanism under the Whistle Blower Policy (‘Policy’).
The mechanism under the Policy has been appropriately
communicated within the organisation. The purpose of this
Policy is to provide a framework to promote responsible whistle
blowing by employees. It protects employees wishing to raise
concerns about serious irregularities, unethical behavior, actual
or suspected fraud within the Company.
The Chairman of the Audit Committee is the ombudsperson and
direct access has been provided to the employees to contact
him through e-mail, post and telephone for reporting any matter.
Related Party Transactions
The Company has a policy on related party transactions which
is available on the Company’s website at the web link https://
marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Policy on Related Party Transactions New.pdf
In terms of Section 134(3)(h) of the Act read with Rule 15 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the
material transactions with related parties are reported in Form
AOC - 2 which is attached as Annexure - B.
The disclosure with respect to the transactions with promoter
and promoter group which is holding 10% or more of the
shareholding in the Company are given in the notes forming
part of the financial statements.
Performance Evaluation
For details on the performance evaluation, please refer to the
Corporate Governance Report.
Nomination And Remuneration Policy
The Nomination and Remuneration Policy is attached as Annexure
- C and is available on the website of the Company at the web-link
https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Nomination and Remuneration Policy update.pdf
Disclosure under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Maternity Benefits Act, 1961
The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and has also complied with its provisions relating to
the constitution of Internal Complaints Committee to redress
complaints received regarding sexual harassment.
The status of the complaints received by the Company during
the year under review is as under:
|
a)
|
Number of complaints received
|
3
|
|
b)
|
Number of complaints disposed of
|
3
|
|
c)
|
Number of complaints pending as on the
end of financial year
|
Nil
|
|
d)
|
Number of complaints pending for more
than ninety days
|
Nil
|
It is also confirmed that the Company is complying with the
provisions relating to the Maternity Benefit Act, 1961.
Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo
Information in accordance with Section 134(3)(m) of the Act
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
attached as Annexure - D.
Corporate Governance Report
A detailed report on corporate governance is annexed to the
Annual Report. The Company has complied with the corporate
governance requirements, as stipulated under the Listing
Regulations. A certificate of compliance by Secretarial Auditors
forms part of the Annual Report.
Management Discussion and Analysis Report
The detailed report on Management Discussion and Analysis is
annexed to the Annual Report.
Secretarial Standards
The Company has complied with all the mandatory Secretarial
Standards issued by the Institute of Company Secretaries of India.
Personnel
As required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, disclosure pertaining to remuneration
and other details is annexed to the Report as Annexure-E.
A statement containing particulars of the employees as required
under Section 197(12) of the Act read with Rule 5(2) and (3) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided as a separate Annexure
forming part of this report. In terms of proviso to Section
136(1) of the Act, the Report and Accounts are being sent to
the Shareholders, excluding the aforesaid Annexure. The said
information is available for inspection by the Members at the
registered office of the Company up to the date of the ensuing
Annual General Meeting. Any Member interested in obtaining
such particulars may write to the Company Secretary at the
registered office of the Company.
Cost Auditors and Records
In accordance with the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014, M/s
R.J. Goel & Co., Cost Accountants, New Delhi (Registration No.
000026) were appointed as the Cost Auditors of the Company
to carry out the cost audit for 2025-26. The maintenance of cost
records as specified by the Central Government under Section
148(1) of the Act is required by the Company and such accounts
and records are made and maintained.
Statutory Auditors
Deloitte Haskins & Sells LLP (‘Deloitte’) resigned from the post
of Statutory Auditors w.e.f. 12th May 2025. To fill the casual
vacancy caused by this resignation, the Board approved the
appointment of Price Waterhouse Chartered Accountants LLP
(PW), (Firm’s Registration No. 012754N/N500016), w.e.f. 12th
May 2025 as the Statutory Auditors of the Company, to hold
office till the conclusion of 44th Annual General Meeting (‘AGM’).
The approval of the Members for the aforesaid appointment was
taken through postal ballot. Further, on the recommendation of
the Audit Committee, the Board recommends the appointment
of PW as Statutory Auditors of the Company for a period of five
(5) years to hold office from the conclusion of 44th AGM till the
conclusion of the 49th AGM.
In compliance with the conditions of the Foreign Direct
Investment, a compliance certificate has been obtained from
the Statutory Auditors for the downstream investments made
by the Company.
Secretarial Audit Report
In accordance with the provisions of Section 204 of the Act read
with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board appointed RMG & Associates,
a peer reviewed firm of Company Secretaries in practice, (Firm
Registration No.: P2001DE016100) to undertake the Secretarial
Audit for the financial year 2024-25. The secretarial audit report is
attached as Annexure - F.
Further, in accordance with the provisions of Section 204 of the
Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Listing Regulations,
the Board on 25th April 2025 appointed RMG & Associates, a
peer reviewed firm of Company Secretaries in practice, (Firm
Registration No.: P2001DE016100) as the Secretarial Auditors
for audit period of 5 consecutive years commencing from the
financial year 2025-26 till the financial year 2029-30. The said
appointment is subject to the approval of the Members.
There is no qualification, reservation, or adverse remark by
the Statutory Auditors and the Secretarial Auditors in their
respective reports.
The report on secretarial audit of Suzuki Motor Gujarat
Private Limited for the financial year 2024-25 is attached as
Annexure - G.
CRISIL Ratings
The Company was awarded the highest financial credit rating of
AAA/Stable (long term) and A1 (short term) on its bank facilities
by CRISIL. The rating underscores the financial strength of the
Company in terms of the highest safety with regard to timely
fulfilment of its financial obligations.
Environment and Quality
The Company has established and is maintaining an environmental
management system (EMS) since 1999. During the year,
Surveillance audit for ISO 14001 was carried out by TOV Rheinland,
a German based certification body, for the manufacturing plants
located at Gurugram, Manesar and Rohtak R&D Centre.
The Quality Management System of the Company is certified as
per ISO 9001:2015 standard. Regular assessments of the Quality
Systems are done through surveillance audits and re-certification
assessments are done every three years by an accredited third
party agency (M/s VINQOTTE nv, Belgium). The Company has an
internal assessment mechanism to verify and ensure adherence
to defined Quality Systems across the Company.
Awards/Reoognition/Rankings
The Company received many awards/recognitions/rankings
during the year. Some of these are mentioned hereunder:
a. Mr. Osamu Suzuki, Honorary Chairman of the Company
was honoured with Padma Vibhushan posthumously.
b. Mr. Hisashi Takeuchi, Managing Director & CEO of the
Company was honoured as ‘2025 Business Leader of
the Year’ at Acko Drive TOTM (The One That Matters)
Awards 2025.
c. Crowned with the ‘2025 Safety Champion’ at Acko Drive
TOTM (The One That Matters) Awards 2025.
d. Titled as the ‘Manufacturer of the Year’ by TV9 Network.
e. Mahatma Award 2024 for CSR Excellence.
f. Gold Award in the COVID Public Health Warriors category
and Silver Award for Most Innovative CSR Project of the
Year by CSR Health Awards 2024 by IHW Council.
g. Gold recognition by CSR Times Award for Company’s CSR
initiative of providing tertiary healthcare services through
Multi Specialty Hospital at Sitapur, Gujarat.
h. Awards in the category of healthcare initiatives for road
safety by first aid trauma care training for drivers and road
safety initiatives by Automobile Companies - Automated
Driving Test-tracks at 6th Edition of FICCI Road Safety
Awards in Conclave 2024.
i. Gold Award of Excellence for skill development and
livelihood initiatives at 4th Social Impact Conference &
Awards by The CSR Universe.
j. Outstanding contribution to Social Welfare Award by
PHDCCI Awards 2024.
k. ‘ Exceptional Employee Experience’ award in the large
scale enterprise category by ET HR World EX Awards.
l. Gold in Automobile industry category and ‘Excellence in
creating a culture of continuous learning and upskilling’ by
Economic Times Human Capital Awards 2025.
m. Jimny bagged ‘2023- SUV of the Year at CarBlogIndia
Awards and ‘4X4 of the Year’ at CarBike 360 Awards 2024.
n. FRONX won ‘2023 Viewer’s Choice Car of the Year’ at
CarBlogIndia Awards.
o. Grand Vitara won ‘CNG car of the year 2024’ at CarBike
360 Awards 2024.
p. Epic New Swift was conferred the autoX ‘Best of 2024’
award at autoX Awards.
q. Swift won ‘2025 Subcompact Car’ title and Dzire won
‘2025 Subcompact Sedan’ title at Acko Drive TOTM
Awards, 2025.
Other disclosures and affirmations
Pursuant to the applicable provisions of the Act and the rules
made thereunder, no disclosure or reporting is required in
respect of the following matters during the year under review:
a) Reporting of frauds by auditors under sub-section (12) of
Section 143 of the Act.
b) Material changes and commitments affecting the financial
position of the Company which have occurred between the
end of the financial year to which the financial statements
relate and the date of the report;
c) Change in the nature of business of the Company.
d) Significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status
and Company’s operations in future.
e) Application made or proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.
f) Execution of one time settlement with Banks and
Financial Institutions.
Acknowledgment
The Board would like to express its sincere thanks for the co¬
operation and advice received from the Government of India,
the State Governments of Haryana and Gujarat. Your Directors
also take this opportunity to place on record their gratitude
for timely and valuable assistance and support received from
Suzuki Motor Corporation, Japan. The Board also places on
record its appreciation for the enthusiastic co-operation, hard
work and dedication of all the employees of the Company
including the Japanese staff, dealers, vendors, customers,
business associates, auto finance companies, state government
authorities and all concerned without which it would not have
been possible to achieve all round progress and growth of the
Company. The Directors are thankful to the Members for their
continued patronage.
For and on behalf of the Board of Directors
Hisashi Takeuchi Keniohiro Toyofuku
Managing Director & CEO Director (Sustainability)
DIN:07806180 DIN:08619076
New Delhi
31st July 2025
|