1 .  We have audited the attached Balance Sheet of Maruti Suzuki India
 Limited (the “Company”), as at 31st March, 2011, and the
 related Profit and Loss Account and Cash Flow Statement for the year
 ended on that date annexed thereto, which we have signed under
 reference to this report. These financial statements are the
 responsibility of the Company’s 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 (Auditor’s Report) Order, 2003, as
 amended by the Companies (Auditor’s Report) (Amendment)
 Order, 2004 (together the “Order”) issued by the Central Government of
 India in terms of sub-section (4A) of Section 227 of ‘The Companies
 Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the
 books and records of the Company as we considered appropriate and
 according to the information and explanations given to us, we further
 report that:
 
 i) (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items, except
 furniture and fixtures, office appliances and certain other assets
 having an aggregate net book value of Rs. 974 million, over a period of
 three years which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. Pursuant to the
 programme, a portion of the fixed assets have been physically verified
 by the Management during the year and no material discrepancies between
 the book records and the physical inventory have been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 off by the Company during the year.
 
 ii) (a) The inventory (excluding stocks with third parties) has been
 physically verified by the Management during the year.  In respect of
 inventory lying with the third parties, these have substantially been
 confirmed by them. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the Management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 iii) The Company has not taken / granted any loans, secured or
 unsecured, from / to companies, firms or other parties covered in the
 register maintained under Section 301 of the Act.
 
 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 Rs. 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 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 including provident
 fund, investor education and protection fund, employees’ state
 insurance, income tax, sales-tax, wealth tax, service tax, customs
 duty, excise duty, cess and other material statutory dues as applicable
 with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income-tax, sales-tax, wealth tax, service tax, customs duty, excise
 duty and cess as at March 31st, 2011 which have not been deposited on
 account of any dispute are as follows:
 
                                                        (Rs. Million)
 
 Name of the statute                   Amount             Amount
 (Nature of Dues)                                        deposited
                                                        under protest
 
 Income Tax Act, 1961                  5,085              4,178
 (Tax & Interest)
 
 Wealth Tax Act, 1957 (Tax)              1                  1
 
 Haryana General Sales Tax Act
 (Tax & Interest)                        3                  -
 
 Delhi Sales Tax Act (Tax)              47                  2
 
 The Central Excise Act, 1944
 
 (Duty, Interest & Penalty)            1,963                6
 
 The Finance Act, 1994 (Service         156                 2
 
 Tax, Interest & Penalty)
 
 Customs Act, 1962 (Duty &               27                22
 
 Interest)
 
 
 Name of the Statue             Period to      Forum where the dispute
                                which the      is pending
                                amount relates
 
 Income Tax Act, 1961
 (Tax & Interest)              1991 to 2009    Income Tax Appellate  
                                               Tribunal/ High
                                               Court/ Commissioner  
                                               Income Tax (Appeals) 
                                               /AO(TDS)
 
 Wealth Tax Act, 1957 (Tax)    1997 to 1998    High Court
 
 Haryana General Sales Tax Act
 (Tax & Interest)              1983 to 1988    Assessing Authority
 
 Delhi Sales Tax Act (Tax)     1987 to 1991    Additional Commissioner
 
 
 The Central Excise Act, 1944
 (Duty, Interest & Penalty)    May1989 to      Customs Excise & 
                                               Service Tax
 
                               September 2010  Appellate Tribunal/ 
                                               High Court/
                                               Supreme Court
 
 The Finance Act, 1994 (Service
 Tax, Interest & Penalty)       July 2003 to   Customs Excise &
                                               Service Tax
                                March 2010     Appellate Tribunal
 
 
 Customs Act, 1962 (Duty &
 Interest)                   February 2003 to  Customs Excise & 
                                               Service Tax
                             August 2003       Appellate Tribunal
 
 For detailed listing refer Note 29 on Schedule 23
 
 x) The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 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 Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 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 comply with the accounting
 standards referred to in sub-section(3C) of Section 211 of the Act and
 Accounting Standard 30, Financial Instruments: Recognition and
 Measurement issued by the Institute of Chartered Accountants of India
 to the extent it does not contradict any other accounting standard
 referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the directors
 as on March 31, 2011 and taken on record by the Board of Directors,
 none of the directors is disqualified as on March 31, 2011 from being
 appointed as a director in terms of clause (g) of sub-section (1) of
 Section 274 of the Act;
 
 (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 March 31, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 For Price Waterhouse
 
 Firm Registration Number: FRN 301112E 
 Chartered Accountants
 
 Anupam Dhawan
 
 Partner
 
 Membership Number - F084451
 
 
 Place: New Delhi 
 Date: April 25, 2011