The directors have pleasure in presenting the 31st annual report
 together with the audited accounts for the year ended 31st March 2012.
 
 FINANCIAL RESULTS
 
 The Company''s financial performance during the year 2011-12, as
 compared to the previous year 2010-11 is summarised below:
 
                                                        (Rs. in million)
 
 Particulars                                   2011-2012      2010-2011
 
 Total revenue                                   364,139        371,272
 
 Profit before tax                                21,462         31,088
 
 Tax expense                                       5,110          8,202
 
 Profit after tax                                 16,352         22,886
 
 Balance brought forward                         118,578        100,499
 
 Profit available for appropriation              134,930        123,385 
 
 Appropriations:
 
 General reserve                                   1,635          2,289
 
 Proposed dividend                                 2,167          2,167
 
 Corporate dividend tax                              351            351
 
 Balance carried forward to balance sheet        130,777        118,578
 
 FINANCIAL HIGHLIGHTS
 
 The total revenue (net of excise) was Rs. 364,139 million as against Rs.
 371,272 million in the previous year showing a marginal decline of 1.92
 per cent. Sale of vehicles in the domestic market was 1,006,316 units
 as compared to 1,132,739 units in the previous year. Total number of
 vehicles exported was 127,379 as compared to 138,266 in the previous
 year.
 
 Profit before tax (PBT) was Rs. 21,462 million against Rs. 31,088 million
 and profit after tax (PAT) stood at Rs. 16,352 million against Rs. 22,886
 million in the previous year.
 
 DIVIDEND
 
 The board recommends a dividend of Rs. 7.50 per equity share of Rs. 5 each
 for the year ended 31st March 2012 amounting to Rs. 2167 million.
 
 OPERATIONAL HIGHLIGHTS
 
 The operations are exhaustively discussed in the report on ''Management
 Discussion and Analysis'' which forms part of this annual report.
 
 CRISIL RATINGS
 
 The Company has been awarded the highest financial credit rating of
 AAA/stable (long term) and A1  (short term) on its bank facilities by
 CRISIL. The rating underscores the financial strength of the Company in
 terms of the highest safety with regard to timely fulfillment of its
 financial obligations.
 
 QUALITY
 
 The Company has again been awarded ISO :27001 certification by STQC
 Directorate (Standardisation, Testing and Quality Certificate),
 Ministry of Communications and Information Technology, Government of
 India after re-assessment. The Company is thus certified to meet
 international standards for maintaining information security.
 
 During the year, ISO 14001 re-certification audit was carried out by
 M/s AVI, Belgium and the auditors renewed the ISO 14001 certificate
 till 2014.
 
 The quality management system of the Company is certified against ISO
 9001:2008 standard. Re-assessment of the quality systems are done at
 regular intervals by an accredited third party agency.
 
 AWARDS/RECOGNITION/RANKINGS
 
 - J D Power Customer Satisfaction Index (CSI) Study ranked the
 Company highest for the 12th time in a row.
 
 - J D Power Asia Pacific 2011 India Vehicle Dependability Study
 ranked Zen Estilo and Swift DZire as the ''most dependable cars''.
 
 - JD Power IQS ranked Zen Estilo and Swift DZire highest in the
 ''compact'' and ''entry midsize'' segment respectively.
 
 - J D Power APEAL Study 2011 ranked Alto and Zen Estilo highest in the
 ''compact'' segment. Swift DZire received an award in the ''entry midsize
 car'' segment for a fourth consecutive year.
 
 - CNBC TV 18 Overdrive awarded ''Compact Car of the year 2012'' to new
 Swift.
 
 - NDTV CNB''s ''Premium hatchback of the year'' awarded to new Swift.
 
 - BBC India Top Gear''s ''Small car of the year 2011'' awarded to new
 Swift.
 
 - ICOTY 2012 ''Indian Car of the Year 2012'' awarded to new Swift.
 
 - Bloomberg UTVi''s ''Compact Car of the Year'' awarded to new Swift.
 
 Mr. R. C. Bhargava, Chairman was bestowed with ''The Order of the Rising
 Sun, Gold and Silver Star'' by His Majesty Emperor Akihito of Japan.
 
 SUBSIDIARY COMPANIES AND THEIR ACCOUNTS
 
 The Company''s subsidiaries which were engaged in the business of
 insurance distribution in the past generated an investment income of Rs.
 163.80 million including a dividend income of Rs. 28.65 million and long
 term capital gain of Rs. 129.13 million through mutual funds.
 
 The Company''s subsidiary ''True Value Solutions Limited'' has contributed
 towards smooth operations of business processes and supported the
 dealerships in enhancing the sale of certified pre-owned cars under the
 brand ''Maruti True Value''.  It has contributed significantly to the
 efforts of customer retention by facilitating sale and re-purchase of
 new cars through exchange and has made significant contribution towards
 enhancing dealers'' profitability.
 
 In terms of the general circular dated 8th February 2011 issued by the
 Government of India, Ministry of Corporate Affairs, the balance sheets,
 profit & loss accounts, reports of the board of directors and auditors
 of the subsidiary companies have not been attached with the balance
 sheet of the Company. Annual accounts of the subsidiary companies and
 the related detailed information shall be made available to
 shareholders of the Company and subsidiary companies seeking such
 information at any point of time. The annual accounts of the subsidiary
 companies shall also be available for inspection by any shareholder at
 the head office of the Company and of the subsidiary companies. Hard
 copy of details of accounts of subsidiaries shall be furnished to any
 shareholder on demand. Further, pursuant to Accounting Standard - 21
 issued by the Institute of Chartered Accountants of India, consolidated
 financial statements presented by the Company include the financial
 information of its subsidiaries.
 
 HUMAN RESOURCE DEVELOPMENT
 
 The Company provides tremendous learning and development opportunities
 to its employees starting from induction and orientation when a new
 employee joins the Company. The Company believes that to have a
 sustainable competitive advantage in the new knowledge economy,
 learning would be the key catalyst for an organisation''s survival and
 success. The Company''s extensive training calendar encompasses training
 programs for all categories of employees i.e. associates, supervisors
 and those at junior, middle, senior and top management level. To have a
 well rounded development of employees, the training calendar comprises
 of behavioral, functional and safety trainings. The training programmes
 vary according to the need of the employees at various levels and
 business requirements and are designed after doing a thorough process
 of three stage need identification.
 
 In 2011 - 12, a total of 47,000 man-days of training were conducted for
 employees across all the levels. This translates to an average of 5.15
 days of training per employee.
 
 Functional and technical trainings form an important part of the
 Company''s annual training calendar as they are directly linked with
 employees'' on the job performance.  These trainings are imparted by
 in-house subject matter experts as well as by external trainers. Some
 of the functional trainings imparted internally are 3G, 3K, 5S, DFMEA
 and QC tools. Few functional trainings which are being done by external
 trainers are finance for non-finance, six sigma, project management,
 inventory & warehouse management, world class manufacturing practices,
 auto cad, MS excel, etc.
 
 Behavioral trainings also form a considerable portion of the training
 calendar and include trainings like negotiation skills, problem solving
 & decision making skills, presentation & communication skills, conflict
 management & resolution, assertiveness & self confidence, time
 management & multi tasking skills, leading effectively, inter personal
 relationships, etc.
 
 The Company also has higher education schemes for its employees. It
 helps not only to groom and retain high potential young managers but
 also enables employees to fulfill their career enhancement aspirations.
 The scheme includes programs like - executive MBA (full time and part
 time) at select campuses. The scheme is available for employees at
 levels of assistant managers to managers and is guided by eligibility
 and selection criteria.
 
 DIRECTORS
 
 Mr. R. C. Bhargava, Mr. Kazuhiko Ayabe and Ms. Pallavi Shroff,
 directors of the Company, retire by rotation at the ensuing annual
 general meeting and being eligible, offer themselves for
 re-appointment. Mr. Shuji Oishi resigned from the post of Director and
 Managing Executive Officer (Marketing & Sales) with effect from the
 close of the business hours of 27th April 2012. Mr. Kazuhiko Ayabe was
 appointed as Director and Whole-time Director designated as Director &
 Managing Executive Officer (Supply Chain) with effect from 28th April
 2012 subject to the approval of the shareholders in general meeting to
 fill the casual vacancy caused by the resignation of Mr. Shuji Oishi.
 Mr. Kinji Saito was appointed as an Additional Director and he holds
 office upto the date of the 31st annual general meeting of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under section 217(2AA) of the Companies Act, 1956, your
 directors confirm:
 
 a) that there were no material departures in the applicable accounting
 standards followed while preparing the annual accounts;
 
 b) having selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 
 c) having taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 d) having prepared the annual accounts on a going concern basis.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 A statement giving details of conservation of energy, technology
 absorption, foreign exchange earnings and outgo in accordance with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is annexed as Annexure A.
 
 PERSONNEL
 
 As required by the provisions of section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 as amended, the names and other particulars of the employees are set
 out in Annexure B to the Directors'' Report. However, as per the
 provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the
 annual report is being sent to all the shareholders of the Company
 excluding the aforesaid information. Any shareholder interested in
 obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Accounting Standard - 21 on Consolidated
 Financial Statements read with Accounting Standard - 23 on Accounting
 for Investments in Associates and Accounting Standard - 27 on Financial
 Reporting for Interest in Joint Ventures, the audited consolidated
 financial statements are provided in the annual report.
 
 CORPORATE GOVERNANCE
 
 The Company has complied with the corporate governance requirements, as
 stipulated under clause 49 of the listing agreement and the stipulated
 certificate of compliance is contained in this annual report.
 
 AUDITORS
 
 The auditors, M/s Price Waterhouse, Firm Registration Number
 FRN301112E, Chartered Accountants, hold office until the conclusion of
 the ensuing annual general meeting and are recommended for
 re-appointment. A certificate from the auditors has been received to
 the effect that their re-appointment, if made, would be in accordance
 with section 224 (1B) of the Companies Act, 1956.
 
 COST AUDITORS
 
 In conformity with the directives of the Central Government, the
 Company has appointed M/s R. J. Goel & Co., cost accountants, as the
 cost auditors under section 233B of the Companies Act, 1956 for the
 audit of the cost accounts for the motor vehicles business for the year
 ending on 31st March 2013. The due date of filing the cost audit report
 for the financial year 2010-11 was 30th September 2011.  This report
 was filed on 13th September 2011 with the Ministry of Corporate
 Affairs.
 
 ACKNOWLEDGMENT
 
 The board of directors would like to express its sincere thanks for the
 co-operation and advice received from the Government of India and the
 Haryana Government. Your directors also take this opportunity to place
 on record their gratitude for timely and valuable assistance and
 support received from Suzuki Motor Corporation, Japan.  The board also
 places on record its appreciation for the enthusiastic co-operation,
 hard work and dedication of all the employees of the Company including
 the Japanese staff, dealers, vendors, customers, business associates,
 auto finance companies, state government authorities and all concerned
 without which it would not have been possible to achieve all round
 progress and growth of the Company. The directors are thankful to the
 shareholders for their continued patronage.
 
 For and on behalf of the board of directors
 
 Shinzo Nakanishi                     R. C. Bhargava
 
 Managing Director & CEO              Chairman
 
 New Delhi 
 
 29th May 2012