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