Dear Members,
 
 The Directors are pleased to present their Twenty Sixth Annual Report
 together with the audited statement of accounts for the financial year
 ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
                                            For the        For the
                                               Year           Year
                                              Ended          Ended
                                           31.03.11       31.03.10
                                            Rs. 000        Rs. 000
 
 Gross Sales                             1013,94,76      797,87,98
 
 Sales (Net of Excise)                    925,07,69      736,32,56
 
 Gross Profit (before                      28,03,26       44,10,51
 depreciation and
 miscellaneous expenditure write-off)
 
 Depreciation & Miscellaneous              22,93,43       15,92,57
 Expenditure written off
 
 Profit for the year before                 5,09,83       28,17,94
 Taxation
 
 Tax Provision                              1,62,74        7,98,86
 
 Deferred Tax                               1,43,24        1,30,36
 
 Profit after Tax                           2,03,85       18,88,72
 
 
 
 FIXED DEPOSITS:
 
 The Company has not invited or availed Fixed Deposits from the public
 during the year under review.
 
 AUDIT COMMITTEE :
 
 During the year the Audit Committee Meetings were conducted as per the
 provisions of listing agreement with the Stock Exchange(s). The details
 about the functioning of the committee are being enumerated in the
 Corporate Governance report section which is part of the Annual Report
 for the year ending March 31, 2011.
 
 AUDITORS:
 
 M/s Price Waterhouse, Chartered Accountants retire as Auditors at
 forthcoming Annual General Meeting and are eligible to be reappointed
 as Auditors.  Observations made in the Auditors'' Report read with Notes
 to Accounts and Directors'' Report are self explanatory and therefore,
 do not call for any further comments under Section 217(3) of the
 Companies Act, 1956.
 
 DIRECTORS:
 
 The were no changes in the composition of the Board of Directors of the
 Company during the financial year 2010-11.
 
 PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN
 EXCHANGE EARNINGS AND OUTGO.
 
 The Statement pursuant to Section 217(l)(e) of the Companies Act, 1956
 read with the Companies (Disclosure of Particulars in the Report of the
 Board of Directors) Rules, 1988 is given in the Annexure forming part
 of this Report.
 
 PERSONNEL
 
 None of the employees of the Company are covered under Section 217(2-A)
 of the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 as amended to date.
 
 Directors Responsibility Statement as per Section 217(2AA) of the
 Companies Act, 1956.
 
 1.  The Financial Statement for the year ended 31.03.2011 are prepared
 to comply in all material aspects with all the applicable accounting
 principles in India, the applicable accounting standards notified under
 section 211(3C) of the Companies Act, 1956 and the relevant provisions
 of the Companies Act, 1956.
 
 2.  The Directors of Denso India Ltd. accept the responsibility for the
 integrity and objective of these Financial Statement as reflected
 through the consistent application of the Accounting Policies as well
 as for the estimates made and the judgment exercised relating to
 matters not concluded by year-end.
 
 3.  The Directors believe that the Financial Statements reflect fairly
 the form and substance of the transactions concluded and reasonably
 present the Company''s financial condition and true and fair view of the
 results of the operation for the year and the state of affairs of the
 business as at 31st March, 2011.
 
 4.  The Company has installed an accounting system and the financial
 statements have been prepared on a going concern basis along with a
 system of controls which are reviewed, evaluated and updated on an on
 going basis.
 
 5.  Our internal Auditors have conducted periodic audits to provide
 reasonable assurance that the established policies and the procedures
 of the Company have been followed for safeguarding the assets of the
 Company and for preventing any form of fraud and other irregularities
 subject to the inherent limitations in any system and procedure and
 coverage thereof that should be recognized in weighing the assurance
 provided by any system of internal controls. These have been reviewed
 periodically at Audit Committee Meetings.
 
 6.  The financial statements have been audited by M/s Price Waterhouse,
 Chartered Accountants, the statutory auditors.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to thank the customers, vendors,
 shareholders, the bankers, the Central and State Governments and other
 agencies for their continued support, co-operation and contribution
 during the year under review. Your Directors place on record their deep
 appreciation of the management of Denso Corporation, Japan, Sumitomo
 Corporation, Japan and ASMO Co. Ltd., Japan and Maruti Suzuki India
 Limited, Denso International India Pvt Ltd for their assistance and
 support during the year. Your Directors wish to place on record their
 appreciation of the contribution made by the employees at all levels.
 
                                       For and on behalf of the Board
 
 Place : New Delhi                      K. Sugita         Koji Shiga
 
 Date   : May 30, 2011                   Director    Managing Director