Maruti Suzuki India Ltd

TO THE MEMBERS OF MARUTI SUZUKI INDIA LIMITED

1. We have audited the attached Balance Sheet of Maruti Suzuki India Limited(the "Company"), as at 31st March, 2010 and the related Profit and Loss Accountand Cash Flow Statement for the year ended on that date annexed thereto, which we havesigned under reference to this report. These financial statements are the responsibilityof the Company's management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally acceptedin India. Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principlesused and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basisfor our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by theCompanies (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 thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us, we further report that:

i) (a) The Company is maintaining proper records showing full particulars, includingquantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items, except furniture and fixtures, officeappliances and certain other assets having an aggregate net book value of Rs. 455 million,over a period of three years which, in our opinion, is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the programme, a portion ofthe fixed assets have been physically verified by the Management during the year and nomaterial discrepancies between the book records and the physical inventory have beennoticed.

(c) In our opinion and according to the information and explanations given to us, asubstantial 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 physicallyverified by the Management during the year. In respect of inventory lying with the thirdparties, these have substantially been confirmed by them. In our opinion, the frequency ofverification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed bythe Management are reasonable and adequate in relation to the size of the Company and thenature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, theCompany is maintaining proper records of inventory. The discrepancies noticed on physicalverification of inventory as compared to book records were not material.

iii) The Company has not taken / granted any loans, secured or unsecured, from / tocompanies, firms or other parties covered in the register maintained under Section 301 ofthe 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 forwhich suitable alternative sources do not exist for obtaining comparative quotations,there is an adequate internal control system commensurate with the size of the Company andthe nature of its business for the purchase of inventory, fixed assets and for the sale ofgoods and services. Further, on the basis of our examination of the books and records ofthe Company, and according to the information and explanations given to us, we haveneither come across nor have been informed of any continuing failure to correct majorweaknesses 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 havebeen 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, thereare no transactions made in pursuance of such contracts or arrangements and exceeding thevalue of Rupees Five Lakhs in respect of any party during the year, which have been madeat prices which are not reasonable having regard to the prevailing market prices at therelevant time. In respect of purchase of goods and materials including components from theholding company, the prices paid for these items are not comparable as these are ofspecial nature.

vi) The Company has not accepted any deposits from the public within the meaning ofSections 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 itssize and nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company inrespect 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) ofSection 209 of the Act and are of the opinion that prima facie, the prescribed accountsand records have been made and maintained. We have not, however, made a detailedexamination 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 ofthe Company examined by us, in our opinion, the Company is regular in depositingundisputed statutory dues including provident fund, investor education and protectionfund, employees' state insurance, income tax, sales-tax, wealth tax, service tax, customsduty, excise duty, cess and other material statutory dues as applicable with theappropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany 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, 2010 which have not beendeposited on account of any dispute are as follows:

For detailed listing refer Note 29 on Schedule 23

x) The Company has no accumulated losses as at March 31st, 2010 and it has not incurredany cash losses in the financial year ended on that date or in the immediately precedingfinancial year.

xi) According to the records of the Company examined by us and the information andexplanations given to us, the Company has not defaulted in repayment of dues to any bankor debenture holders as at the balance sheet date.

xii) The Company has not granted any loans and advances on the basis of security by wayof pledge of shares, debentures and other securities.

xiii) The provisions of any special statute applicable to chit fund / nidhi / mutualbenefit 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, theterms and conditions of the guarantees given by the Company, for loans taken by othersfrom banks or financial institutions during the year, are not prejudicial to the interestof the Company.

xvi) In our opinion, and according to the information and explanations given to us, onan overall basis, the term loans have been applied for the purposes for which they wereobtained.

xvii) On the basis of an overall examination of the balance sheet of the Company, inour opinion and according to the information and explanations given to us, there are nofunds 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 andcompanies 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, andaccording to the information and explanations given to us, we have neither come across anyinstance of fraud on or by the Company, noticed or reported during the year, nor have webeen 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 ourknowledge 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 theCompany so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with bythis report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statementdealt with by this report comply with the accounting standards referred to insub-section(3C) of Section 211 of the Act and Accounting Standard 30, FinancialInstruments: Recognition and Measurement issued by the Institute of Chartered Accountantsof India to the extent it does not contradict any other accounting standard referred to insub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors as on March31st 2010 and taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March 2010 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 explanationsgiven to us, the said financial statements together with the notes thereon and attachedthereto give, in the prescribed manner, the information required by the Act, and give atrue and fair view in conformity with the accounting principles generally accepted inIndia:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended onthat date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended onthat date.