maruti suzuki india limited - iias: india's leading ... services 5 september 2011 maruti suzuki...

PROXY SERVICES

5 September 2011 Maruti Suzuki India Limited 1 | P a g e

Maruti Suzuki India Limited

Sector: Automobiles Ticker: MARUTI Index: Sensex/Nifty

Meeting Type: Annual General Meeting Meeting date: 08 September 2011 Meeting Time: 10 AM Proxy deadline: 6 September 2011, 10 AM Notice date: 26 July 2011 Meeting Venue: Air Force Auditorium, Subroto Park, New Delhi – 110 010

Financial Profile Maruti Suzuki India Ltd v/s Sensex v/s Nifty (3 year price performance)

In Rs. Cr FY09 FY10 FY11

Net Sales 20,558 29,303 36,611

Growth Y/Y 14% 43% 25%

EBITDA 2,476 4,546 4,195

Growth Y/Y -22% 84% -8%

EBITDA margin 12% 16% 11%

PAT 1,219 2,545 2,307

Growth Y/Y -30% 109% -9%

PAT Margin 6% 9% 6%

Gross cash accruals 1,935 3,386 3,338

ROE 13% 21% 16%

Shareholder equity 9,565 12,183 14,309

Depreciation 717 841 1,031

EBIT 1,760 3,704 3,164

Source: Company filings and IIAS research Source: Reuters

EXECUTIVE SUMMARY:

Resolution Brief

Ord/Spl*

Description of resolution IIAS Recommends

1.

Consider and adopt the Financial Statements as of 31 March 2011

Ord.

Consider and adopt: the Balance Sheet as at 31 March 2011; Profit and Loss Account for FY11; and reports of the Board of Directors and Auditors thereon

FOR

2. Declaration of Dividend

Ord. To declare a dividend on equity shares FOR

3. Re-appointment of a Director.

Ord. To re-appoint Tsuneo Ohashi, who retires by rotation

FOR

PROXY SERVICES


4. Re-appointment of a Director

Ord. To re-appoint Keiichi Asai, who retires by rotation

FOR

5. Re-appointment of Director

Ord. To re-appoint Amal Ganguli, who retires by rotation

AGAINST

1) Age of the director 2) Number of other directorships 3) Number of chairmanships and memberships in Board Committees

6.

Re-appointment and remuneration of Auditors

Ord.

Re-appointment and remuneration of M/s Price Waterhouse to hold office from the conclusion of the 30th annual general meeting upto the conclusion of the 31st annual general meeting of the Company.

AGAINST

No Stated auditor rotation policy.

7.

Re-appointment and remuneration of Managing Director and Chief Executive Officer

Ord.

Re-appointment and increase in remuneration of Shinzo Nakanishi as a Managing Director and Chief Executive with effect from 19 December, 2010 to 18 December, 2013

FOR

8.

Re-appointment and remuneration of Whole-time Director

Ord.

Re-appointment and increase in remuneration of Tsuneo Ohashi as a whole-time Director with effect from 1 January, 2011 to 31 December, 2014.

FOR

9.

Re-appointment and remuneration of Whole-time Director

Ord.

Re-appointment and increase in remuneration of Keiichi Asai as a whole-time Director with effect from 29 January, 2011 to 28 January 2014.

FOR

10. Remuneration of Whole-time Director.

Ord. Increase in remuneration of Shuji Oishi as a whole-time Director with effect from 1 April, 2011

FOR

PROXY SERVICES


11.

Provision of Domiciliary treatment and medical Insurance for retired Whole-time directors and his spouse.

Ord.

To provide for domiciliary treatment and medical insurance of retired Indian Whole-time Directors and their spouses with effect from October 2010.

AGAINST

Non-disclosure of 1)Cap on expenses 2)Eligibility criterion of retiree 3)Estimated corpus as of FY11

*Ord/Spl: Ordinary/Special resolution. SUMMARY

Maruti Suzuki India Limited (MARUTI) has 11 directors on board. Of these four are whole-time directors, seven are non-executive directors including the Chairman. IIAS categorizes only four of the eleven members as independent. Of the four whole time directors, two are in their sixties and remaining two in their fifties. Among the non-executive directors, four are in their fifties, two in seventies and one in his eighties. RC Bhargava (Chairman, non-executive), 77 years, and Osama Suzuki (non-executive), 81 years, have been on Maruti’s board since 1982 and 1983 respectively. The attendance of directors for board meetings is a concern. Osama Suzuki and Kenichi Ayukawa (both non-executive directors) have not attended any board meetings for the FY11. Manvinder Singh Banga, non-executive director, has attended only one of the six board meetings held in the same period and has not attended the last annual general meeting. Ms. Pallavi Shroff, non-executive director, and Keiichi Asai, whole-time director, have attended only three and four board meetings respectively in FY11.

Although there is no statutory limit on the age of directors, IIAS would like Maruti Suzuki India Limited to put in place a formal policy for the retirement age of whole-time directors as also non-executive directors, including the Chairman. We would also like the company to announce its policy regarding the number of years its directors will serve on the board.

PROXY SERVICES


Resolution and IIAS recommendations: Resolution 1- Adoption of Accounts: To consider and adopt the financial statements for the financial year 2011, and the reports of Board of Directors and Auditors attached thereon IIAS Recommends: FOR The Auditor’s report on the accounts for FY11 does not contain any qualifications. The auditor’s report mentions Rs.728 cr in dispute with the Government authorities under the various acts of income tax, wealth tax, Haryana general sales tax, central excise, Delhi sales tax, finance act and customs act which are not significant when compared to the net-worth of the company at Rs.14,309 cr as at the end of 31 March 2011 (Consolidated level). Resolution 2: Declaration of Dividend: To declare a dividend on equity shares IIAS Recommends: FOR Maruti Suzuki India Limited does not have a stated dividend Policy. The Payout Ratio of the company has increased from 8% in FY10 to 11% in FY11 even though at a standalone level:

The EBITDA margin has fallen from 15% in FY10 to 11% in FY11

The ROE has fallen from 21% in FY10 to 17% in FY11

The net purchase of fixed assets, at Rs.2,411 Cr, which has mainly been financed by cash accruals, at ~ Rs.3,050 cr (Net), is 105% of PAT for FY11

Given the above, we believe that the payout is justified (Refer table 1). Table 1: Select Ratios

All figures in Rs. Cr FY10 FY11

Profit after Tax 2,498 2,289

Proposed Dividend 173 217

Corporate Tax on Dividend 29 35

Total Distribution 202 252

Payout ratio % 8% 11%

Net cash used in investing activities -4,928 73

Net purchase of fixed assets 1,459 2,411

Net purchase of fixed assets (consolidated level)

1,331 2,646

PROXY SERVICES


Net cash from financing Activities -4,928 73

Cash and Bank Balances 98 2,508

Loan Funds 821 309

Shareholder’s Equity 11,835 13,867

ROE %* 21% 17%

*Based on year-end balances. Resolution 3 - Re-appointment of Director, Tsuneo Ohashi (Whole-time) To re-appoint Tsuneo Ohashi, who retires by rotation

IIAS Recommends: FOR Tsuneo Ohashi, 60, is a Whole-time Director designated as Director & Managing Executive Officer (Production) at Maruti Suzuki since 2008. If elected, he will be on the board until the age of 63. He is a graduate from Science & Engineering Faculty of Chuo University, Japan. He joined Suzuki Motor Corporation in 1974 and has worked at various levels. In 2006, he became Joint Managing Director of Maruti Suzuki India Limited. He is currently on the board of two Indian unlisted companies, namely - FMI Automotive Components Ltd. and Suzuki Powertrain India Ltd. He attended all the board meetings during the FY11. He does not hold any shares of Maruti Suzuki India Limited. Tsuneo Ohashi’s remuneration is estimated at Rs.1.8 cr which includes perquisites and performance linked bonus for the FY11 (This performance linked bonus is subject to the approval of Board of Directors). (Refer to Table 2 for details on directors)

Resolution 4 - Re-appointment of Director, Keiichi Asai (Whole-time) To re-appoint Keiichi Asai, who retires by rotation IIAS Recommends: FOR Keiichi Asai, 55, is a Whole-time Director & Managing Executive Officer (Engineering) at Maruti Suzuki India Limited since 2008. He is a graduate in Mechanical Engineering from Musashi Engineering University, Japan. He joined Suzuki Motor Corporation in 1979. He does not hold any shares of Maruti Suzuki India Limited. He attended only four out of the six board meetings for FY11. He is on the board of two other public companies: Denso India Ltd. and Krishna Maruti Ltd. Keiichi Asai’s remuneration is estimated at Rs.1.8 cr including perquisites and performance linked bonus for the FY11 (This performance linked bonus is subject to the approval of Board of Directors). (Refer to Table 2 for details on directors)

PROXY SERVICES


Resolution 5: Re-appointment Director, Amal Ganguli (Independent) To re-appoint Amal Ganguli, who retires by rotation

IIAS Recommends: AGAINST Amal Ganguli is an Independent Director and Chairman of the Audit Committee at Maruti Suzuki India Limited. He is a member of The Institute of Chartered Accountants in England and Wales and of India. He worked with Price Waterhouse for over 40 years and retired as Chairman and Senior Partner in 2003. Amal Ganguli was paid a remuneration of Rs.22 lakhs including commissions for FY11. Amal Ganguli is 71 years old. He is on the board of 15 companies, Maruti Suzuki India Ltd. included (Seven listed and eight unlisted Indian companies), and the Chairman and member of four and five Audit Committees respectively (See box below for details). He has been on the board of this company for over 5 years. He attended all six board meeting in FY11.

Directorships: i. Listed Companies: Century Textiles & Industries Ltd., HCL Technologies Ltd., ICRA Ltd., Maruti Suzuki India Ltd., New Delhi Television Ltd., Tata Communications Ltd. and Tata Teleservices (Maharashtra) Ltd. ii. Unlisted Companies/Organisations: AIG Trustee Company India (P) Ltd., ML Infomap (P) Ltd., Aptuit Laurus (P) Ltd., Ascendas Property Fund Trustee (P) Ltd., Aricent Technologies (Holdings) Ltd., Avtec Ltd., Hughes Communications India Ltd. and Triveni Turbines Ltd. Audit Committees: i. Chairmanships: Tata Telecomunicatons Ltd., New Delhi Television Ltd., Hughes Communications India Ltd. and Aricent Technologies (Holdings) Ltd., Maruti Suzuki India Limited ii. Memberships: Century Textiles & Industries Ltd., ICRA Ltd., HCL Technologies Ltd., Triveni Turbines Ltd., AIG Trustee Company India (P) Ltd., and Tata Teleservices Maharashtra Ltd.

Considering the age and the commitments of Amal Ganguli, with respect to directorships of both listed and unlisted companies and to chairmanships and memberships of Audit committees (as listed above), we recommend voting AGAINST this resolution. (Please refer table 2 for more details on directors)

PROXY SERVICES


Table 2: Details of the Board of Directors:

Sl.No Name of Director Director Type/ Designation on

the Board

Independent Director

Age Occupation First Date of Appointment as a Director

No.of meetings attended

% of meetings attended

No.of Directorships in Listed Companies

1 Ravindra Chandra Bhargava

Chairman No 77 Non-executive 18/08/1982 6 100% 6

2 Shinzo Nakanishi Managing Director No 63 Chief Executive

Officer 20/05/2002 6 100% 3

3 Keiichi Asai Whole-time

Director No 55

Director & Managing Executive Officer-

Engineering 29/01/2008 4 67% 2

4 Kenichi Ayukawa Non-Executive

Director No 55

Director at Pak. Suzuki Motor Co.

Ltd 21/07/2008 0 0% 1

5 Manvinder Singh Banga

Non-Executive Director

Yes 56 Former Chairman of

Hindustan Lever Limited

29/07/2003 1 17% 1

6 Davinder Singh Brar Non-Executive

Director Yes 59 Service 27/07/2006 6 100% 2

7 Amal Ganguli Non-Executive

Director Yes 71

Former Chairman & Sr.Partner,

PriceWaterhouse Coopers, India

13/04/2006 6 100% 7

8 Tsuneo Ohashi Whole-time

Director No 60

Director & Managing Executive Officer-

Production 01/01/2008 6 100% 1

9 Shuji Oishi Whole-time

Director No 56 Company Executive 13/04/2006 6 100% 1

10 Pallavi Shroff Non-Executive

Director Yes 55 Practicing Lawyer 07/07/2003 3 50% 3

11 Osamu Suzuki Non-Executive

Director No 81 Employee at SMC 24/05/1983 0 0% 1

PROXY SERVICES

2 September 2011 Maruti Suzuki India Limited

8 | P a g e

Resolution 6: Re-appointment and remuneration of Auditors, Price Waterhouse. Re-appointment and remuneration of M/s Price Waterhouse 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. IIAS Recommends: AGAINST Price Waterhouse has been auditors for Maruti Suzuki India Limited at-least since FY02 (- annual reports available on Company website archive back to 2002). The analysis of the fees paid to Auditors for FY10 and FY11 shows that the Audit fees as a percentage of Total fees is 75% and 93% respectively (Refer table 3). IIAS recommends companies following a policy of rotation of auditing firms every six years, with the change in the audit partner every third year. We recommend voting AGAINST this resolution.

Table 3: Fees paid to auditor Audit and Audit related fees* (Rs. cr)

FY 10 FY 11

Statutory Audit 0.80 0.90

Other Audit Services/Certification 0.22 0.02

Reimbursement of Expenses 0.05 0.05

Total 1.07 0.97

Audit fees to Total fees (%) 74.77% 92.78%

*excluding service Tax

Resolution 7: Re-appointment and remuneration of Managing Director and Chief Executive Officer, Shinzo Nakanishi Re-appointment and increase in remuneration of Shinzo Nakanishi as a Managing Director and Chief Executive with effect from 19 December 2010 to 18 December 2013. a) Basic Salary: Rs.83,79,360/- per annum till 31 March 2011 and Rs.96,36,264/- per annum from 1 April 2011 in the scale of Rs.90,00,000/- to Rs.130,00,000/- per annum with authority to the board (will include a committee) to revise his salary from time to time. The annual increments will be merit based and take into account the Company’s performance. b) Special Salary: Rs.13,20,000/- per annum (fixed).

PROXY SERVICES


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: He will be entitled to perquisites and allowances like house rent allowance; house maintenance and utilities allowance such as gas, electricity, water, furnishing etc; reimbursement of expenses; medical reimbursement and insurance, leave travel concession for himself and his family; club fees etc; as per rules of the Company or as agreed by the board of directors and him; such perquisites and allowances will be Rs.48,91,780/- per annum till 31 March 2011 and Rs.58,23,547/- per annum from 1 April 2011 to a maximum of Rs.90,00,000/- per annum as decided by the board. Perquisites and allowances shall be evaluated as per income tax rules, wherever applicable else evaluated at actual cost. In addition, he will be entitled for a contribution to the provident and pension fund as per applicable law. Use of the Company’s car for official duties and telephone at residence will not be included as perquisites. Minimum Remuneration 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. IIAS Recommends: FOR

Shinzo Nakanishi, 63, is a Managing Director & CEO at Maruti Suzuki India Limited since December, 2007. If elected, he would serve the term for a period of 3 years, until he is 66. He is a graduate from the faculty of law, Doshisha University, Japan. He has worked at various levels at Suzuki Motor Corporation (SMC), Japan, since 1971 and has been on SMC’s board since 1999. He has attended all 6 board meetings in the FY11. His remuneration is estimated at Rs. 2.45 Cr including perquisites and performance linked bonus (This performance linked bonus is subject to the approval of the board of directors). The proposed guaranteed remuneration and maximum remuneration of Shinzo Nakanishi, effective from 1 April 2011, is ~ Rs.2 Cr and ~ Rs.3.42 Cr respectively (- both amounts exclude contribution to provident fund and pension fund). (Refer to Table 2 for details on directors)

Resolution 8: Re-appointment and remuneration of Whole-time Director, Tsuneo Ohashi Re-appointment and increase in remuneration of Tsuneo Ohashi as a Whole-time Director with effect from 1 January, 2011 to 31 December, 2014. He shall be entitled to: a) Basic Salary: Rs.61,68,600/- per annum till 31 March 2011 and Rs.67,85,460/- per annum from 1 April 2011 in the scale of Rs.65,00,000/- to Rs.90,00,000/- per annum with authority to the board (will include a

PROXY SERVICES


committee) to revise his salary from time to time. The annual increments will be merit based and take into account the Company’s 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: He will be entitled to perquisites and allowances like house rent allowance; house maintenance and utilities allowance such as gas, electricity etc., reimbursement of expenses; medical reimbursement and Insurance, leave travel concession for himself and his family; club fees etc; as per rules of

the Company or as agreed by the board of directors and him; such perquisites and allowances will be Rs.40,00,000/- per annum till 31 March 2011 and Rs.45,20,000/- per annum from 1st April 2011 to a

maximum of Rs.60,00,000/- per annum as decided by the board. Perquisites and allowances shall be

evaluated as per income tax rules, wherever applicable else evaluated at actual cost. In addition, he will be

entitled for a contribution to the provident and pension fund as per applicable law. Use of the Company’s car

for official duties and telephone at residence will not be included as perquisites

Minimum Remuneration 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. IIAS Recommends: FOR Tsuneo Ohashi, 60, is a Whole-time Director designated as Director & Managing Executive Officer (Production) at Maruti Suzuki since 2008. He is a graduate from Science & Engineering Faculty of Chuo University, Japan. He joined Suzuki Motor Corporation in 1974 and has worked at various levels. In 2006, he became Joint Managing Director of Maruti Suzuki India Limited. He is currently on the board of two Indian unlisted companies: FMI Automotive India Ltd and Suzuki Powertrain India Ltd which are a Joint Venture and Associate of Maruti Suzuki India Ltd. respectively. If the resolution is passed, the proposed guaranteed Compensation for Tsuneo Ohashi, effective from 1 April 2011, is at ~Rs.1.48 cr and the upper band of the compensation is ~ Rs.2.37 cr ( - both excluding contribution to provident and pension fund)

(Please refer table 2 for more details on directors)

Resolution 9: Re-appointment and remuneration of Whole-time Director, Keiichi Asai Re-appointment and increase in remuneration of Keiichi Asai as a Whole-time Director with effect from 29 January, 2011 to 28 January 2014. He shall be entitled to:

PROXY SERVICES


a) Basic Salary: Rs.61,68,600/- per annum till 31 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 (will include a committee) to revise his salary from time to time. The annual increments will be merit based taking into account the Company’s 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: He will be entitled to perquisites and allowances like house rent allowance; house maintenance and utilities allowance such as gas, electricity etc., reimbursement of expenses; medical reimbursement and Insurance, leave travel concession for himself and his family; club fees etc; as per rules of





for official duties and telephone at residence will not be included as perquisites. Minimum Remuneration 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. IIAS Recommends: FOR Keiichi Asai is a whole-time Director & Managing Executive Officer (Engineering) at Maruti Suzuki India Limited since 2008. He is a graduate in Mechanical Engineering from Musashi Engineering University, Japan. He joined Suzuki Motor Corporation in 1979. He attended only four of the six meetings for the FY11. He is on the board of two other public companies which are both associates of Maruti Suzuki India Ltd (Denso India Ltd., Krishna Maruti Ltd.) If the resolution is passed, the proposed guaranteed Compensation for Asai, effective from 1 April 2011, is at ~ Rs.1.48 cr and the upper band of the compensation is ~ Rs.2.37 cr ( - both exclude contribution to provident and pension fund) (Please refer table 2 for more details on directors)

PROXY SERVICES


Resolution 10: Remuneration of Whole-time Director, Shuji Oishi Increase in remuneration of Shuji Oishi as a Whole-time Director with effect from 1 April, 2011 He is entitled to: 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 (will include a committee) to revise his salary from time to time. The annual increments will be merit based and take into account the Company’s 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: He will be entitled to perquisites and allowances like house rent allowance; house maintenance and utilities allowance such as gas, electricity etc., reimbursement of expenses; medical reimbursement and Insurance, leave travel concession for himself and his family; club fees etc; as per rules of





for official duties and telephone at residence will not be included as perquisites. Minimum Remuneration 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. IIAS Recommends: FOR

Shuji Oishi, 56, is a Whole-time Director designated as Director & Managing Executive Officer (Marketing & Sales). He was appointed as a Whole-time Director in April 2009 for a period of three years. He attended all 6 board meetings in the FY11. Shuji Oishi is a graduate from Aoyama Gakuin University. His area of specialization is Marketing. He joined Suzuki Motor Corporation in April, 1979. In 1983, he was transferred to Overseas Planning Division. Shuji was also looking after East Asia / Middle East / Africa Automobile Marketing Department of Overseas Marketing Division as General Manager. He joined Maruti Suzuki India Limited (Then Maruti Udyog Limited) in April, 2006, as Director (Marketing & Sales). He is a director on the boards of Citicorp Maruti Finance Limited and Maruti Countrywide Auto Financial Services Private Limited, which are associates of Maruti Suzuki India Ltd.

He was paid a salary of Rs.1.8 cr for the FY11 including perquisites and performance linked bonus (- the bonus is subject to the approval of the board of directors). If the resolution is passed, the proposed guaranteed Compensation for Shuji, effective from 1 April 2011, is at ~ Rs.1.48 cr and the upper band of the compensation is ~ Rs.2.37 cr ( - both excluding contribution to provident and pension fund) (Refer to Table 2 for details on directors)

PROXY SERVICES


Resolution 11: Provision of domiciliary treatment and medical Insurance for retired whole-time directors and their spouses To provide for domiciliary treatment and medical insurance of retired Indian Whole-time Directors and their spouses with effect from October 2010. 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. 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. IIAS Recommends: AGAINST With regard to the provision of the domiciliary treatment and medical insurance premium for hospitalization for retired Indian whole-time directors (RIWD), the company will need to clarify:

The number of RIWDs in the company until FY11, to whom these benefits are applicable.

Is this benefit available to al RIWD irrespective of their tenure on the board?

The total estimated corpus that will be required for these provisions, as it stands at FY11.

A prescribed threshold on the expenses due to the provision of these benefits.

Assuming this benefit is available until the death of RIWD, what would be the scenario in case the spouse outlives the beneficiary?

Where hospitalization exceeds the insured amount, will it be paid at the discretion of the board or will this be paid out irrespective of the amounts involved?

Pending clarity on some of the issues raised, we recommend voting AGAINST this resolution.

PROXY SERVICES


Disclaimer

This document has been prepared by Institutional Investor Advisory Services India Limited (IIAS). IIAS is a full service Institutional Shareholder Advisory Service Company. The information contained herein is from publicly available data or other sources believed to be reliable, but we do not represent that it is accurate or complete and it should not be relied on as such. IIAS shall not be in any way responsible for any loss or damage that may arise to any person from any inadvertent error in the information contained in this report. This document is provided for assistance only and is not intended to be and must not alone be taken as the basis for any Voting or investment decision. The user assumes the entire risk of any use made of this information. Each recipient of this document should make such investigation as it deems necessary to arrive at an independent evaluation of the individual resolutions which may affect their investment in the securities of companies referred to in this document (including the merits and risks involved). The discussions or views expressed may not be suitable for all investors. This information is strictly confidential and is being furnished to you solely for your information. This information should not be reproduced or redistributed or passed on directly or indirectly in any form to any other person or published, copied, in whole or in part, for any purpose. This report is not directed or intended for distribution to, or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law, regulation or which would subject IIAS to any registration or licensing requirements within such jurisdiction. The distribution of this document in certain jurisdictions may be restricted by law, and persons in whose possession this document comes, should inform themselves about and observe, any such restrictions. The information given in this document is as of the date of this report and there can be no assurance that future results or events will be consistent with this information. This information is subject to change without any prior notice. IIAS reserves the right to make modifications and alterations to this statement as may be required from time to time. However, IIAS is under no obligation to update or keep the information current. Nevertheless, IIAS is committed to providing independent and transparent recommendation to its client and would be happy to provide any information in response to specific client queries. Neither IIAS nor any of its affiliates, group companies, directors, employees, agents or representatives shall be liable for any damages whether direct, indirect, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of the information. . The disclosures of interest statements incorporated in this document are provided solely to enhance the transparency and should not be treated as endorsement of the views expressed in the report. IIAS generally prohibits its analysts, persons reporting to analysts and their dependents from maintaining a financial interest in the securities or derivatives of any companies that the analysts cover. The analyst for this report certifies that all of the views expressed in this report accurately reflect his or her personal views about the subject company or companies and its or their securities, and no part of his or her compensation was, is or will be, directly or indirectly related to specific recommendations or views expressed in this report. . The information provided in these reports remains, unless otherwise stated, the copyright of IIAS. All layout, design, original artwork, concepts and other Intellectual Properties, remains the property and copyright of IIAS and may not be used in any form or for any purpose whatsoever by any party without the express written permission of the copyright holders.

PROXY SERVICES


Annexure

Notice as given by the company: 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. 2. To declare dividend on equity shares. 3. To appoint a director in place of Mr. Tsuneo Ohashi, who retires by rotation and being eligible, offers himself or re-appointment. 4. To appoint a director in place of Mr. Keiichi Asai, who retires by rotation and being eligible, offers himself for re-appointment. 5. To appoint a director in place of Mr. Amal Ganguli, who retires by rotation and being eligible, offers himself or re-appointment. 6. 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 Officer 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 Company’s 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.

PROXY SERVICES


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 Company’s 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.” 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 Company’s 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.

PROXY SERVICES


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 Company’s 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 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 Company’s 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 Company’s 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.

PROXY SERVICES


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 Company’s 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 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 ofRs. 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 Company’s 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

PROXY SERVICES


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”

PROXY SERVICES


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 office 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. 3. A member or his/her proxy is requested to bring the annual report to the meeting as extra copies will not be distributed. 4. 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. 5. 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. 6. 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. 7. (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. 9. 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. 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 Company’s website www. marutisuzuki.com.

PROXY SERVICES


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. 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.

http://www.marutisuzuki.com/

PROXY SERVICES


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 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.

PROXY SERVICES


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. Ganguli’s 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 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.

PROXY SERVICES


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 Suzuki’s 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.

maruti suzuki india limited - iias: india's leading ... services 5 september 2011 maruti suzuki...

Documents