Maruti Suzuki India

1.  We have audited the attached Balance Sheet of Maruti Suzuki India
 Limited, as at 31st March, 2009, and the related Profit and Loss
 Account and Cash Flow Statement for the year ended on that date annexed
 thereto, which we have signed under reference to this report.  These
 financial statements are the responsibility of the Companys
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of The Companies Act, 1956 of India (the Act) and on
 the basis of such checks of the books and records of the Company as we
 considered appropriate and according to the information and
 explanations given to us, we further report that:
 
 i) (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets are physically verified by the management
 according to a phased programme designed to cover all the items, except
 furniture and fixtures, office appliances and certain other assets
 having an aggregate net book value of Rs. 367 million, over a period of
 three years, which in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. Pursuant to the
 programme, a portion of the fixed assets have been physically verified
 by the management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 ii) (a) The inventory (excluding materials lying with vendors) has been
 physically verified by the management during the year. In respect of
 inventory lying with the vendors, these have substantially been
 confirmed by them. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 iii) The Company has not taken or granted any loans, secured or
 unsecured, from / to companies, firms or other parties covered in the
 register maintained under Section 301 of the Act.
 
 iv) In our opinion and according to the information and explanations
 given to us, having regard to the explanation that certain items
 purchased are of special nature for which suitable alternative sources
 do not exist for obtaining comparative quotations, there is an adequate
 internal control system commensurate with the size of the Company and
 the nature of its business for the purchase of inventory, fixed assets
 and for the sale of goods and services. Further, on the basis of our
 examination of the books and records of the Company, and according to
 the information and explanations given to us, we have neither come
 across nor have been informed of any continuing failure to correct
 major weaknesses in the aforesaid internal control system.
 
 v) (a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements referred to
 in Section 301 of the Act have been entered in the register required to
 be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, there are no transactions made in pursuance of such
 contracts or arrangements and exceeding the value of Rupees Five Lakhs
 in respect of any party during the year, which have been made at prices
 which are not reasonable having regard to the prevailing market prices
 at the relevant time.  In respect of purchase of goods and materials
 including components from the holding company, the prices paid for
 these items are not comparable as these are of special nature.
 
 vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA or any other relevant provisions
 of the Act and the rules framed there under.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii) We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act and are of the opinion that prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 ix) (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is regular in depositing undisputed statutory dues in respect of
 provident fund, investor education and protection fund, employees
 state insurance, income tax, sales-tax, wealth tax, service tax,
 customs duty, excise duty, cess and other material statutory dues as
 applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income-tax, sales-tax, wealth tax, service tax, customs duty, excise
 duty and cess as at March 31, 2009 which have not been deposited on
 account of any dispute are as follows:
 
                                                     (Rs. in Million)
 
 Name of the statute  Amount  Amount  Period to  Forum where the dispute
 (Nature of Dues)           deposited    which the        is pending
                           under protest amount 
                                         relates
 
 Income Tax Act, 1961  5,271    3,799    1992 to 2006     Income Tax 
                                                          Appellate
 (Tax & Interest)                                    Tribunal/ High Court
                                                     Commissioner Income
 Tax (Appeals)
 Wealth Tax Act,
  1957 (Tax)            1         1     1998 to 1999     High Court
 Haryana General Sales  3         -     1984 to 1989  Assessing Authority
 Tax Act (Tax &
  Interest)
 Dlhi Sales Tax Act 
 (Tax)                 47         2    1988 to 1992        Additional 
                                                         Commissioner
 The Central Excise  1,774       51    April 1986 to   Customs Excise
                                                        & Service
 Act, 1944 (Duty,
 Interest                              January 2008    Tax Appellate
                                                         Tribunal/
 & Penalty)                                            High Court/ 
                                                       Supreme Court/
                                                       Commissioner 
                                                        Appeals
 The Finance Act, 1994  370       -    july 1997 to    Customs Excise 
                                                         & Service
 (Service Tax, Interest              September 2004    Tax   Appellate 
                                                        Tribunal
 Penalty)
 Customs Act, 1962       27      22  February 2003 to  Customs Excise 
                                                       & Service
 (Duty & Interest)                   August 2003     Tax Appellate Tribunal
 
 or detailed listing refer Note 30 on Schedule 23
 
 x) The Company has no accumulated losses as at March 31, 2009 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 xi) According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any bank or debenture holders as at the balance
 sheet date.
 
 xii) The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 xiii) The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/societies are not applicable to the
 Company.
 
 xiv) In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 xv) In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 xvi) In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 xvii) On the basis of an overall examination of the balance sheet of
 the Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 xviii) The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 xix) The Company has no outstanding debentures as at the year end.
 
 xx) The Company has not raised any money by public issue during the
 year.
 
 xxi) During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
 4.  Further to our comments in paragraph 3 above, we report that:
 
 (a) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (b) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report have been prepared in
 compliance with the applicable accounting standards referred to in
 sub-section(3C) of Section 211 of the Act and Accounting Standard 30,
 Financial Instruments: Recognition and Measurement issued by the
 Institute of Chartered Accountants of India to the extent it does not
 contradict any other accounting standard referred to in sub-section
 (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the directors
 as on March 31st 2009 and taken on record by the Board of Directors,
 none of the directors is disqualified as on 31st March 2009 from being
 appointed as a director in terms of clause (g) of sub-section (1) of
 Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give in the prescribed
 manner the information required by the Act and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2009;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
                                                   Anupam Dhawan
                                      Membership Number- F084451 
                                                         Partner
                                            For and on behalf of 
 Place: New Delhi                               Price Waterhouse
 Date: April 24, 2009                      Chartered Accountants