06:49 May 25, 2013  

Maruti Suzuki India Ltd

HSL Code: MARSUZ  |   BSE Code: 532500  |   NSE Symbol: MARUTI  |   ISIN: INE585B01010
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MARUTI SUZUKI INDIA LIMITED

ANNUAL REPORT 2011-2012

DIRECTOR`S REPORT

Your 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

Annexure-A

Information in accordance with the Companies (Disclosure of Particulars  in 
the  Report  of Board of Directors) Rules, 1988, and forming  part  of  the 
Directors` Report for the year ended 31st March 2012.

A. ENERGY CONSERVATION

The  Company  continued  its energy  conservation  drive  more  prominently 
through various energy saving activities and adaptation of new  technology. 
Energy  saving  initiatives  throughout the plant  helped  the  Company  in 
reducing energy consumption by 2 per cent in most of the areas. Some of the 
activities  carried  out during the year towards  environment,  energy  and 
water conservation are mentioned under:

*  Fluidised  bed  type  incinerator was installed  in  Manesar  plant  for 
cleaning of paint booth gratings instead of direct burning type incinerator 
to reduce emission.

*  In  order  to utilise the exhaust gases of the  Gas  Turbine  Generators 
(GTGs),  Waste  Heat  Recovery Boilers (WHRB) &  Steam  Turbine  Generators 
(STGs) were installed in Gurgaon plant which will reduce the cost of energy 
by 20 per cent.

* Newly built plant at Manesar was designed in a special way so as to  make 
maximum use of natural light.

*  New  generation Electro Deposition (ED) paint coating on  car  body  was 
introduced which operates at low voltage and thus consumes less energy.

*  Gravity conveyors were used in weld shop.

*  Light  Emitting  Diodes  (LED)  lights  were  used  in  shop  floors  in 
stockyards, Manesar and Gurgaon plant.

*  Aerodynamic energy efficient Fibre Reinforced Plastic (FRP) blades  were 
used  in  lieu  of standard blades for cooling towers  which  consume  less 
energy.

* Voltage was optimised in shops for lighting and motor loads.

* Improvement was achieved in efficiency of air washers by replacing  spray 
zone with celdec media.

* Desiccant type air dryers were introduced to reduce energy consumption.

* Direct cooling type system was introduced for air conditioning system.

* Utilisation of cooling towers was optimised.

* Energy efficient motors were used in water treatment plant at Manesar.

* Use of natural light was substituted for artificial lights for  achieving 
energy saving.

* Air cooled cooling towers were used in Gurgaon and Manesar plants.

* Air cooled air dryers were used in compressed air plant.

* Usage of recycled water was increased in lieu of fresh water.

B. RESEARCH & DEVELOPMENT

The Company`s R&D team has been working with the following vision -  "Build 
on our engineering skills to design and develop cars to delight the  Indian 
consumer  and establish Maruti as the R&D hub of Suzuki  Motor  Corporation 
(SMC) in Asia outside Japan."

The Company has envisioned the path of achieving the vision through:

* New model and minor change design and development; and

*  Engineering  capability development for design and development  of  full 
body change.

The Company has taken every possible step to scale up its R&D strength  and 
infrastructure.

Skilled  manpower  is the key for achieving the goals of any  company.  The 
Company  has  increased the strength of R&D manpower from 1070  numbers  in 
2010-11  to 1210 numbers in 2011-12. The Company has a plan  of  increasing 
this manpower from 1210 numbers to more than 1400 numbers in 2012-13.

As a part of capability enhancement, engineers from the Company are trained 
at Suzuki Motor Corporation, Japan in respective areas.

The  previous  year  was a significant year for the  Company  in  terms  of 
investments  in  new facilities. The Company has started its work  for  new 
world  class  testing  and  evaluation facility  at  Rohtak,  Haryana.  The 
Company`s   R&D  center  at  Rohtak  will  be  equipped  with  latest   R&D 
infrastructure and world class test tracks. This is a significant step  for 
development of future new models.

New state of the art testing facilities and equipment have been set up  for 
evaluation of new generation engines. In order to meet the future  emission 
regulations, testing facilities have been set up for both diesel and petrol 
engine  evaluation.  Reduction  of friction in the engine  is  one  of  the 
important  measures for improving the fuel efficiency. New facilities  have 
been  set  up for analysing and building capability for  reduction  of  the 
friction  in engine parts. In pursuit of giving best in Noise  Vibration  & 
Harshness  (NVH) performance, a new facility has been set up for  analysing 
the NVH performance of the vehicles.

Apart  from  the facilities, the Company has also consistently  focused  on 
increasing  the R&D efficiency through the implementation of new  softwares 
and systems as under:

Integrated  bill  of material: Different stages of preparation of  bill  of 
material have been reduced by implementation of integrated bill of material 
that has resulted in efficient and effective management.

Project management software: It has been implemented for improving  process 
efficiency   during  product  development  cycle.  All  the  sourcing   and 
development  activities  have  been integrated using  single  software  for 
efficient coordination and monitoring.

Knowledge  enhancement  and  cost  awareness:  Teardown  and   benchmarking 
activity was taken up as a uniform and focused approach to keep the Company 
updated  on  the emerging technologies and design solutions.  The  gathered 
knowledge  was  provided at a click of button to  the  Company`s  engineers 
through teardown management system.

Specific areas in which R&D has been carried out

a. Significant efforts have been taken in preparation of product road  map, 
product  specification, tracking of new technology and its  implementation. 
Market  research activities are periodically conducted to capture  customer 
voice  and  incorporate  customer  feedback  in  the  existing  and  future 
products.

b.  Enhancement of focus on capturing design trends for producing  exterior 
and  interior  designs which depict the right design language  suiting  the 
taste  of  Indian consumers and thus resulting in a right product  for  the 
Indian market. Capability enhancement was done in designing and  showcasing 
new  concept  models.  As a step towards this, the  Company  showcased  the 
concept  XAa in 2012 Auto Expo held in Delhi. The concept XAa combines  the 
traditional attributes of a Sports Utility Vehicle (SUV) with elegance  and 
compactness.

c. Capability development has been made in the areas of vehicle ergonomics, 
human engineering and competitor vehicle benchmarking. Simulation softwares 
of  virtual  human  ergonomics  have  been  implemented  for  incorporating 
ergonomic requirements at the design phase itself.

d.  In  order to meet growing demand for fuel efficient vehicles,  R&D  has 
done  significant  work  in the implementation  of  new  technologies  like 
Variable Valve Timing (VVT) and development of low friction valves and  low 
viscosity oils.

e. To reduce the overall development time, capability development has  been 
done in the areas of virtual validation for transmission design.

f. Research in the area of new materials i.e. steel and polymer for Body in 
White  (BIW) and interior parts has helped in using stronger,  lighter  and 
safer  materials. High strength steel usage in BIW has been implemented  in 
many  models.  In  parts  design and  development,  new  technologies  like 
tailored welded blanks are being considered for cost efficiency and  weight 
reduction.  For  improving the quality and antirust  performance,  more  GA 
(Galvanised) steel usage has been implemented.

g.  Capability  up-gradation  has been done in areas of  brake  design  and 
development  to  meet growing expectations and rigorous  demands  of  brake 
system in India`s traffic conditions. Rear torsion beam of new Swift, DZire 
and  Ertiga have been designed with low weight maintaining  higher  torsion 
rigidity  than conventional design. The formed, high tensile  pipe  profile 
optimises weight and vehicle performance. New Swift (Gasoline) is  equipped 
with  shudder less angular contact joints having superior plunging and  NVH 
performance at higher working angles.

h.  The design prototype capability has been enhanced to  include  complete 
body  shell and vehicle build for full body change. Capability  development 
has  been done in areas of building vehicles with  alternative  engineering 
specifications (body structures, materials, configuration etc.) for  design 
and product optimisation.

i. Cost control is one of the major activities under constant focus in R&D. 
For  new models, detailed feasibility analysis is done and  stringent  cost 
targets  are  set  up.  Raw  material,  commodities  and  foreign  exchange 
fluctuations  during  the  project life cycle  are  closely  monitored  and 
corrections  are  done to meet the cost targets. In order to  reduce  costs 
right from concept stage, cost analysis and design to cost techniques  have 
been  adopted. Value Engineering (VE) ideas of the Company`s engineers  and 
also the suppliers have been incorporated at the design stage itself. Focus 
on  incorporating India specific cost reduction ideas right at  the  design 
stage for global models is helping the Company in achieving stricter target 
costs. For existing models, focused activities for cost down were taken  up 
in  various  models by cross functional teams to provide the  higher  value 
products. To de-risk from foreign exchange exposure and to reduce  supplier 
cost substantially, the localisation of supplier`s imported parts was taken 
up  as  a  planned  activity.  The  Company  saved  Rs.  80.73  crores   by 
localisation   and   Rs.  128.48  crores  from  implementation   of   Value 
Analysis/Value Engineering (VA /VE) proposals.

j.  Experimental  projects in the field of hybrid / electric  vehicle  were 
taken up by the Company. Subsequent to the demonstration of SX4 hybrid  and 
EECO electric demonstration at the Common Wealth Games 2010, various  study 
projects were taken up in the field of Electric Vehicles - Hybrid  Electric 
Vehicles (EV-HEV) to improve design capability.

Benefits derived as a result of above R&D

New launches

a) Launch of new Swift and new Swift DZire.

b) Showcase of Ertiga in Auto Expo held in Delhi.

c) Launch of model A-Star with minor change.

d) Showcase of XAa concept in Auto Expo held in Delhi.

e) Filing of 25 patents by R&D in India.

Future plan of action

The  Company  will  continue  to introduce new  products  to  meet  growing 
customer  expectations. The existing products will be refreshed at  regular 
intervals to suit the upcoming trends. The Company is pro-actively  working 
on increasing the fuel efficiency of all its models to offer affordable and 
environment  friendly  vehicles to the customers. One  of  the  significant 
steps  is to introduce alternate fuel options like Liquefied Petroleum  Gas 
(LPG)  and  Compressed  Natural Gas (CNG) in the  Company`s  vehicles.  The 
Company  will continue to focus on developing more products with  alternate 
fuel  options. In the long term, the Company is focusing on  enhancing  the 
capability   in  the  field  of  EV-HEV  and  other  environment   friendly 
initiatives.  Another  step towards making vehicles more affordable  is  by 
maintaining the vehicle cost through VA/VE and weight reduction activities. 
The  Company  is  continuously working on  alternate  materials  and  newer 
technologies to reduce the vehicle cost and weight. Safety of the customers 
is  of  primary importance to the Company. The Company is focusing  on  new 
technologies  to  enhance  the safety of the occupants and  also  meet  the 
future safety regulations.

C. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Efforts  in  brief  made  towards  technology  absorption,  adaptation  and 
innovation

* Design of components and systems including design review process.

*  Component and sub component level localisation, development and  testing 
of parts for existing and new models.

*  Capabilities enhanced in component and vehicle evaluation,  benchmarking 
and design optimisation.

* Capabilities being further enhanced in area of alternative fuels.

*  Value Engineering (VE) at the time of new model design to maximise  cost 
benefit.

* Capability enhanced in the development of new technologies at  affordable 
prices.

Benefits derived as a result of the above efforts

The  Company  was  able to achieve high level of localisation  in  all  the 
models  resulting in reduction of cost. The Company was also able to  offer 
new  technologies  benefiting its customers. The Company  has  also  worked 
significantly in the areas of fuel efficiency and weight reduction.

Technology inducted

The  Company  has  been  a  pioneer  in  offering  latest  technologies  at 
affordable prices to its customers. As a market leader, the Company intends 
to keep this momentum in future. Some of the steps taken in this  direction 
are as under:

*  The  all  new powerful and light weight K14  engine  was  introduced  in 
Ertiga. The engine is an extension of the successful K-series line-up.

* New Swift and Swift DZire were made equipped with `detent pin technology` 
for improving the shift comfort. This has helped in enhancing the  customer 
satisfaction.

* New Swift, Swift DZire and Ertiga were made equipped with new  generation 
Anti-lock Braking System (ABS) which is the smallest and lightest system in 
the  Company`s  line-up.  New  technology Engine  Drag  Control  (EDC)  was 
introduced  which  proves the technological superiority  of  the  Company`s 
vehicles. The EDC prevents locking of driving wheels due to engine braking, 
thereby ensuring the drivability and steerability while braking in slippery 
conditions.

*  New  Swift and DZire were made equipped with the latest  3rd  generation 
wheel  bearing units. It brings a reduction of over 20 per cent  in  weight 
over  first generation unit with additional advantages of  controlled  pre-
loading, enhanced rigidity and improved bearing performance.

*  Fuel  efficiency of the vehicles being the prime focus,  Variable  Value 
Timing  (VVT) was introduced in gasoline versions of new Swift,  new  DZire 
and  Ertiga to improve the fuel efficiency and performance. Other  measures 
like valve train friction reduction in K12 and K14 engines and introduction 
of  low viscosity engine oils in diesel engines have been taken to  improve 
the fuel efficiency.

*  The  Company  has  always  been  the  forerunner  in  implementing   new 
environment friendly measures. New Swift and Swift DZire are compliant with 
On  Board Diagonosis (OBD) -II Regulations and thus are much ahead  of  the 
requisite time of implementation of these regulations i.e. April 2013.

Year of Import: 2011-12

Status  of  absorption:  Above  technologies have  been  used  in  products 
introduced during the year.

Expenditure incurred on R&D

                                        (Rs. in million)
Particulars                         2011-12      2010-11

A Capital Expenditure                 1,491        2,316
B Recurring Expenditure               2,204        1,847
  TOTAL                               3,695        4,163
  Total R&D expenditure as a          1.01%        1.12%
  percentage of total income

D. FOREIGN EXCHANGE EARNINGS & OUTGO (ACCRUAL BASIS)

                                        (Rs. in million)
Particulars                         2011-12      2010-11

Foreign exchange used: equivalent
Raw materials and                    30,451      29,691
components
Capital goods                        11,625       8,250
Dies & moulds,                        1,147       1,103
maintenance spares & other items
Royalty, interest, dividend          25,564      24,323 
and others
Foreign exchange earned:             36,918      34,988 
equivalent

Activities relating to exports:

i)  Initiatives taken to increase exports: The Company exported a total  of 
127,379  units during the year. While the exports to  non-European  markets 
increased  from  79,047  units to 84,332 units,  total  exports  crossed  a 
landmark of 950,000 units.

ii)  Development  of  new export markets for  products  and  services:  The 
Company  focused  on introducing products in new markets. Two  new  markets 
i.e. South America Columbia and Dominican Republic were started.

iii) Export plans for future: The focus will be on export of small cars  in 
2012-13  considering  the  macroeconomic  and  socio-political   conditions 
globally.

For and on behalf of the board of directors

Shinzo Nakanishi                   R. C. Bhargava
Managing Director & CEO            Chairman

New Delhi
29th May 2012

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

The  financial year 2011-12 was full of challenges and turbulence  for  the 
Indian  passenger vehicle industry. With a background of two good years  of 
8.4  per  cent  economic growth, the financial year  2011-12  began  on  an 
optimistic  note. However, during the course of the year it became  evident 
that the Indian economy would fall short of these expectations and the  GDP 
growth  in 2011-12 is now estimated to be around 6.5 per cent. It  was  the 
second  year  in  succession with a double digit  inflation  rate  and  the 
central  bank raised interest rates to curb inflation. Prices of crude  oil 
also  shot up in the international market. With petrol  prices  deregulated 
the previous year, and diesel prices under government control, there was  a 
high difference in the prices of the two fuels. This led to a severe demand 
distortion  between petrol and diesel cars. High inflation,  high  interest 
rates  and high petrol prices impacted affordability of cars,  particularly 
in the smaller cost-sensitive segment. The Indian passenger vehicle  market 
grew  by a meagre 4.7 per cent. Sales of petrol cars declined by  13.7  per 
cent  in the domestic market while diesel car sales grew by 37.4  per  cent 
with  an  additional  wait  list of customer  bookings  owing  to  capacity 
constraints.  If the market is segmented on size, the sales of bigger  cars 
(A3  segment  and above) grew by 17.5 per cent and of utility  vehicles  by 
16.5  per cent, while those of small and compact cars declined by  1.4  per 
cent.

The  global  economic environment was also uncertain  following  a  natural 
calamity  in  Japan,  a  downgrade of credit rating of  the  U.S.A.  and  a 
sovereign  debt  crisis  in  the Eurozone. The latter  continues  to  be  a 
dominant  global  factor and a source of volatility in  the  financial  and 
currency  markets.  While  export sales of the Company`s  products  to  the 
European markets plummeted, the fall in volumes was made up to some  extent 
by increase in sales to non-European markets.

On the cost side, a steep appreciation of the Yen increased the Rupee  cost 
of direct and indirect imports and royalty. Although there was some benefit 
on export realisations, the quantum was limited.

The Company suffered an unfortunate labour unrest situation at its  Manesar 
facility. Since then, the management has taken measures to promote  cordial 
industrial  relations.  The  unrest impacted the  production  of  vehicles, 
including in the diesel segment, which were in high demand.

The competitive intensity also increased with new model launches  including 
in  small and compact segment and aggressive price cuts. Since the  Company 
is  present predominantly in the small car segment and in petrol cars,  and 
did  not  have  a  sizeable presence in utility  vehicle  segment,  it  was 
impacted more than industry as a whole and domestic sales fell by 11.2  per 
cent to 1,006,316 units. Net Sales, including exports, stood at Rs. 347,059 
million,  a  decline  of 3.2 per cent over the previous  year.  Efforts  to 
revive  the  market  by higher discounts and  sales  promotion  activities, 
together  with higher commodity prices and adverse foreign exchange  rates, 
put  pressure on profit. Net Profit after tax declined by 28.6 per cent  to 
Rs. 16,351 million.

While  the  year was marked by challenges on several  fronts,  the  Company 
continued  to take significant measures for the long term in the  areas  of 
capacity  expansion,  brand  building,  product  development  and   network 
expansion. Customers rated the Company the best in customer satisfaction in 
India  for  the  twelfth consecutive year in the  J.D.  Power  survey.  The 
Company launched refined versions of its Swift and DZire models, even while 
they  were at the prime of sales and customer demand. The new  models  were 
received  well  and  sales have increased further.  During  the  year,  the 
Company   commissioned  a  second  car  plant  at  Manesar  and   augmented 
availability of diesel engines by outsourcing with the help of Suzuki Motor 
Corporation.  Work  on  the  development of a  new  R&D  centre  at  Rohtak 
progressed  according to schedule. The Company entered the utility  vehicle 
space with the showcasing of a new model, the Ertiga. The Ertiga,  designed 
as an alternative to sedans and targeted at families upgrading from compact 
and  mid-size  cars, has received a positive response and order  books  are 
full for the next few months.

BUSINESS PERFORMANCE

Domestic Market

During  the  year, market conditions remained tough due  to  high  interest 
rates,  high  petrol  prices  and  an  uncertain  political  and   economic 
environment.  As mentioned above, the difference between petrol and  diesel 
prices shot up causing a further decline in the demand for petrol  vehicles 
and  a  customer  waitlist for diesel vehicles. The  percentage  of  diesel 
vehicles in domestic passenger vehicle sales increased from 36 per cent  in 
2010-11 to 47 per cent in 2011-12.

The  sales  of  diesel  models of the  Company  were  limited  by  capacity 
constraints  and therefore had a long customer waitlist for delivery  built 
up  during  the year. Towards the fourth quarter of the year,  the  Company 
enhanced  diesel  engine  availability  by  outsourcing  from  Fiat   India 
Automobiles  Limited.  The competition launched new models and  in  several 
cases  announced aggressive discounts and price cuts. The market  share  in 
passenger  vehicles declined from the past levels of about 45 per  cent  to 
38.4  per  cent. However, the Company will make efforts to  recover  market 
share  in  the next few years given the popularity of  its  diesel  models, 
enhanced  diesel  engine availability, renewed focus  on  efficient  petrol 
vehicles and strong new launches, among other reasons. Four out of the  top 
five  selling  models  in India in the year were  from  the  Maruti  Suzuki 
stable.

During  the year, the Company launched refreshed variants of the Swift  and 
the DZire. These brands have been on waiting lists for delivery since their 
launch.  The first Swift, launched six years ago, created great  enthusiasm 
in  the  Indian  passenger vehicle market with  its  contemporary  European 
design,  styling, features and performance. DZire is an attractive  package 
for  an  urban family, offering plush, comfortable interiors  and  superior 
fuel efficiency. Maruti and Suzuki engineers ventured on the tough task  of 
surpassing existing standards in their efforts together to enhance  further 
the styling, features and fuel efficiency of the cars. The market  response 
to the new models has been satisfying and the combined volumes have shot up 
from about 22,000 units to over 30,000 units per month.

At the 2012 Delhi Auto Expo, the Company unveiled the Ertiga - Life Utility 
Vehicle.  The global premiere of Ertiga marks the entry of the  Company  in 
the UV segment, which will help further strengthen its leadership  position 
in the industry. The Company also showcased the XA-Alpha, a concept compact 
SUV.

The  Company  continues to focus on network expansion to  remain  close  to 
customers. During the year, the dealer sales network reached 1,100  outlets 
in 801 cities and total service points expanded to 2,958 workshops in 1,408 
cities.  The Company is the only passenger vehicle manufacturer to  achieve 
more than one thousand sales outlets in India.

Higher  network  penetration  helps in capturing  more  sales  from  across 
geographies.  The  Company has the highest presence in  terms  of  district 
coverage at 82 per cent. The rural segment has grown at a fast pace in  the 
last 5 years. Better road infrastructure, higher minimum support prices and 
government  social schemes have had a positive impact on the rural  economy 
and  increased purchasing power as well as aspiration levels. Rural  sales, 
even in such a tough year, remained healthy and robust. In the year,  rural 
sales contributed more than 25 per cent of total domestic sales.

The Company`s workshop network has about 25,000 dealer service  technicians 
trained  in  technical  skills and customer friendly  processes.  This  has 
contributed to the Company being rated the best in Customer Satisfaction

in  India  for the twelfth consecutive year in the JD  Power  Asia  Pacific 
survey.  For reducing the transit time and faster delivery of vehicles  and 
parts to the southern states, the Company opened a transit vehicle park for 
vehicles and parts distribution centre at Bangalore.

The integrated business model of the Company`s dealerships proved  valuable 
in a difficult year. The TrueValue business is an effective tool to promote 
new  car sales by offering a hassle-free way for customers to exchange  old 
cars  for new or otherwise. During the year, dealerships sourced  and  sold 
over  230,000  pre-owned  cars. Of these nearly 90  per  cent  resulted  in 
exchange buying of new cars.

Parts & Accessories

The  Company`s  large  vehicle  parc  continued  to  drive  demand  in  the 
aftermarket.  To educate customers and encourage use of genuine  parts  for 
safety and better performance, it employed radio campaigns, service checkup 
camps and carried out other marketing activities. The Company worked on the 
retail network for easy availability and expanding the range of accessories 
by introducing more than 300 new products.

Parts  and accessories achieved a gross turnover of Rs. 23, 385 million,  a 
growth of 16 per cent over the previous year.

Exports

The  export business was challenged by the weak global  economic  scenario, 
particularly in the European market.

The  Company  made strong efforts to develop the non-European  markets  and 
this  compensated  to a large extent for the fall in  European  sales.  The 
Company worked in

close  co-ordination  with the distributors and implemented  various  sales 
enablers  and  best practices that resulted in robust  sales  and  improved 
brand  presence. Non-European markets now account for 66 per cent of  total 
exports up

In the year, the Company exported 127,379 vehicles, a decline of 8 per cent 
over the previous year. The Company`s premium small car A-star with low CO2 
emission  was  the single largest selling model and  its  cumulative  sales 
crossed the milestone of 300,000 units.

SUSTAINABILITY

The sustainability efforts of the Company focus on three dimensions of  its 
performance - economic, environmental and social. The Company considers its 
various stakeholders to be essential partners in its sustainability journey 
and  regularly  reviews its stakeholder engagement  mechanisms  to  address 
their concerns and needs in a proactive and progressive way.

The  Company  has made numerous improvements within the boundaries  of  its 
manufacturing facilities over the years. In 2011-12, the Company became the 
first  automobile  company in the country to register a  Clean  Development 
Mechanism (CDM) project with United Nations Framework Convention on Climate 
Change (UNFCCC). In due course, the project will allow the Company to  earn 
tradable carbon credits.

The Company promoted sensitivity for the environment amongst its  suppliers 
as  well.  The  Company`s corporate social  responsibility  (CSR)  projects 
continued  to  expand in the year. Road safety, the Company`s  largest  CSR 
project, laid high focus on driver training for increasing safety on Indian 
roads.  Besides,  emphasis was laid on spreading awareness on  road  safety 
among school children and the general public. The Company had set a goal of 
training  500,000  persons in safe driving under its National  Road  Safety 
Mission  in  2008.  Of this, 100,000 were to be  from  the  underprivileged 
sections of the society. The Company completed its 3-year training goal  in 
December  2011.  Many of the underprivileged trained in driving  are  using 
their  skill to earn a living, either by joining an existing enterprise  or 
setting up their own business. The driving training network of the  Company 
consists  of  Institutes of Driving and Traffic Research  (IDTRs),  run  in 
collaboration  with  state governments and Maruti  Driving  Schools  (MDS), 
neighbourhood   training  centres  owned  and  managed  by  the   Company`s 
dealerships.  There are now 6 IDTRs across the country and over 200  Maruti 
Driving  Schools.  During the year, the Company crossed  the  milestone  of 
training 1 million people in safe driving in the last one decade.

The Company`s skill training programme expanded with new partnerships  with 
Government Industrial Training Institutes (ITIs). The Company is working in 
close  partnership  with state government, for overall up-gradation  of  10 
Institutes,  including two ITIs for women and one ITI for Scheduled Cast  / 
Scheduled  Tribe students. Besides these Institutes, the  automobile  trade 
was upgraded in 38 ITIs across the country.

Development  activities in four Manesar villages continued smoothly in  the 
year. The key activities were school education, infrastructure  development 
and  skill  training  for employment. For  initiating  activities  in  four 
villages in Gurgaon, the Company undertook a needs assessment of the  area. 
Focused activities will begin in these locations in the coming year.

Expressing  commitment  to  workplace safety,  the  Company  underwent  the 
Occupational   Health   and  Safety  Assessment  Sequence   (OHSAS)   18001 
Certification  in 2011-12. Over 100,000 man-hours of safety  training  were 
provided in 2011-12.

The   Company  measures  and  shares  its  performance  in  the   area   of 
sustainability  with stakeholders in the form of a  sustainability  report. 
The  report  is  in accordance with Global Reporting  Initiative  (GRI)  G3 
guidelines  and  is externally assured with an A+ certification.  The  full 
report  can  be accessed  on  http://www.marutisuzuki.com/  sustainability-
report.aspx

OPERATIONS


The  aggregate decline of 11.2 per cent in the domestic market in the  year 
was accompanied by fluctuations in demand in each quarter, and also  across 
models.  There were changes in production lines for new versions  of  Swift 
and  DZire  and changes in the diesel and petrol product mix.  This  placed 
demands on the ability of the manufacturing operations and vendors to  meet 
the  fluctuating needs of the market while staying lean  with  inventories. 
total  space.  The  plant was commissioned in  September  with  substantial 
reduction in investment cost.

The  Company  has  identified four pillars of  manufacturing  excellence  - 
Safety, Productivity, Quality and Cost Reduction and these are achieved  by 
involving  all the employees in both generation of ideas and in  execution. 
The  Japanese practice of kaizen involves every employee looking for  small 
and  continuous improvement in his/her work area. The total adds up to  big 
benefits  in  cost reduction, waste elimination, productivity  and  quality 
improvement.  An  additional  advantage is that  it  engages  and  empowers 
employees  and tries to leverage the entire organisation`s  potential.  The 
Company  holds  regular  competitions in  suggestion  schemes  and  quality 
circles and duly recognises the high performers.

The  manufacturing  operations comprising three plants at Gurgaon  and  one 
plant at Manesar tried to meet customers` requirements with flexibility and 
agility.  A second plant was commissioned in Manesar taking  the  installed 
capacity  of  the Company to 1.26 million units per  annum.  However,  with 
productivity  improvements  and kaizen or continuous improvement  over  the 
years, the Company is able to achieve a throughput of 1.5 million units per 
annum.

This  second  plant  is  built with high  automation  levels,  world  class 
facilities, ergonomically designed equipment and advanced technologies.  It 
has  capacity of 250,000 vehicles p.a. The Company has been able to  reduce 
space per vehicle by 30 per cent by innovative rationalisation of

Tool Room & Die Shop

The  capability  to design and develop tools and dies  directly  translates 
into the Company`s ability to develop new models at a faster pace and lower 
cost.  The  Company was able to enhance this capability and for  the  first 
time exported sheet metal dies to Suzuki for its overseas facilities.  With 
automation and kaizen in the design and manufacturing process, the  Company 
has  been  able  to  achieve a cost advantage of 25 to  40  per  cent  over 
imported dies.

Energy and Environment Sensitivity in operations

The  Company  deployed some of the best technologies and  global  practices 
towards water and energy conservation using the principle of Reduce,  Reuse 
and Recycle. The results over the years have been quite encouraging as  the 
following  graphs show. However, in 2011-12, there was an increase  in  per 
unit consumption of water and electricity owing to lower volumes.

To  utilise the energy of the exhaust gases of the Gas Turbine  Generators, 
Waste  Heat  Recovery Boilers (WHRBs) and Steam Turbine  Generators  (STGs) 
were  installed in the Gurgaon campus. In Manesar, a special Fluidised  bed 
type incinerator was installed for cleaning of paint booth gratings instead 
of a direct burning type incinerator to reduce emissions.

COMPONENT & RAW MATERIAL PROCUREMENT

The  challenge  of  demand  volatility was  equally  applicable  to  vendor 
manufacturing  operations as it was to inhouse manufacturing.  Parts  which 
were  specific to a diesel or petrol model experienced greater  volatility. 
The  Company`s  vendors  rose  to  the  occasion  and  supported  it   with 
flexibility and agility to meet the changing requirements.

The challenge of macroeconomic volatility was felt on the cost side also as 
changes in commodity prices and foreign exchange rates were pronounced. The 
upward  movement of the Yen combined with a downward movement of the  Rupee 
made  the  Company`s  direct imports and vendors`  imports  expensive.  The 
Company  launched a major drive to localise imported parts and inner  parts 
and  created a dedicated organisation structure to achieve this  objective. 
Besides  these areas, focus on yield improvement, consolidated  buying  and 
value analysis and value engineering helped offset the impact. The  Company 
made efforts to develop competency in commodity hedging and some  commodity 
exposure was also hedged.

During  the  year, the Company also benefited from lower duty,  as  India`s 
Free  Trade  Agreements (FTA) with Japan, Korea, Thailand  and  ASEAN  were 
notified.  Taking  the  benefits  of the  FTAs  further,  locally  produced 
components were exported to Suzuki subsidiaries in Thailand and  Indonesia, 
presenting an additional opportunity for suppliers.

For  the business to scale up to global levels, Tier 2 vendors need  to  be 
strengthened  in terms of robustness of manufacturing and  quality  systems 
and  management  bandwidth.  The Company is  devoting  resources  to  their 
upgradation  as they will form the foundation of sustainable growth of  the 
Indian car industry.

ENGINEERING AND R&D

The  Company`s  annual  report of 2010-11 was dedicated  to  the  theme  of 
"Techno-Logical"  implying  technology  excellence  and  relevance  from  a 
customer`s viewpoint.

Product excellence and relevance have been among the strongest reasons  for 
the  Company`s  leadership over the past nearly three decades.  The  Indian 
customer  associates  the Maruti Suzuki brand with peace of  mind,  joy  of 
driving,  ease  of maintenance, high fuel efficiency and  lowest  lifecycle 
cost  of ownership. As mentioned in the Business Performance  section,  the 
Company  launched refined versions of the Swift, the DZire and  the  A-star 
models.

The  Company  showcased  Concept XA-Alpha, a compact  SUV,  expressing  its 
design philosophy that an adventure lifestyle vehicle with muscular styling 
and   power  can  be  designed  in  compact  dimensions  and   low   engine 
displacement.

During the year, the Alto and Estilo were adjudged the best in the  compact 
segment and the Swift DZire was ranked highest in the entry midsize segment 
of  the JD Power APEAL 2011 (Automotive Performance, Execution and  Layout) 
study. Also, the Estilo and the DZire took the top position in the JD Power 
2011  Initial Quality Study (IQS) in the compact and entry  sedan  segments 
respectively. This survey studies customer satisfaction on the product with 
respect to ownership during the initial months of vehicle acquisition.

The Company benefits from the parent, Suzuki Motor Corporation`s  expertise 
in  designing  models that excel in functionality,  fuel  efficiency,  body 
styling  and driving pleasure, all this while meeting the  customers`  cost 
aspirations.  This  has to be further supplemented by local  capability  in 
design,  starting with body design. To this end, the Company  is  expanding 
its  R&D  capacity and has increased its engineers` strength  from  250  to 
about  1,100  in the past five years. These engineers  are  being  provided 
training  and exposure to live projects in the areas of planning,  styling, 
prototyping,  vehicle  layout,  testing and cost management  in  India  and 
Japan. The Company is

investing in setting up a local R&D centre in Rohtak, with proving grounds, 
crash test facility and wind tunnel testing facility.

With increasing choices to the customer, managing cost has become critical. 
The Company is adopting design optimisation, re-engineering,  benchmarking, 
design  to  cost  and other value enhancement  projects  as  strategies  to 
control cost.

FINANCIAL PERFORMANCE

As  mentioned  in the Overview section, the Company was impacted  by  lower 
sales  owing  to a tough macroeconomic scenario and higher  cost  owing  to 
adverse  foreign exchange rates and commodity price increases. To  increase 
sales,  the  Company expanded its network reach, tried  to  leverage  rural 
sales, targeted niche customer segments and made efforts to enhance  diesel 
engine  supplies.  On profit margins, the Company made  strong  efforts  to 
reduce cost and localise and was also forced to pass on some price increase 
to the customer. While the Net Profit declined as is shown in the following 
abridged  profit and loss statement, the Company has taken some strong  and 
concrete measures to enhance revenues and profits:

* Diesel engine availability is expected to improve to about 400,000  units 
in  the  year 2012-13 from about 250,000 units in  2011-12.  Realising  the 
potential  demand  for  diesel vehicles, a further  capacity  expansion  is 
planned in phases.

*  The  Company has entered the utility vehicles segment with  the  Ertiga, 
where  it had a miniscule presence till now, and plans to  strengthen  this 
position with more products.

*  As mentioned in the Raw Material and Component Procurement section,  the 
Company  is  making focused efforts on localising import  content  and  has 
created a dedicated organisation structure for this.

*  The  Company has received permission from the Reserve Bank of  India  to 
take  hedges  on foreign exchange exposure due to its vendors`  inner  part 
imports.  This  will facilitate centralised and fast decisions  on  foreign 
currency hedges for the entire value chain.

* The Company has also constituted joint teams of Finance and Supply  Chain 
functions  to  explore possibilities of hedging its commodity  exposure  in 
copper, aluminium and precious metals.

Table 1: Abridged profit and loss account for 2011-12:
       
                                                             (Rs. million)
Parameters                                 2011-12     2010-11      Change

1  Volumes (Nos)
   Domestic                              1,006,316   1,132,739
   Export                                  127,379     138,266
   TOTAL                                 1,133,695   1,271,005      -10.8%
2  Goss Sale of Products                   386,141     401,021    
   Vehicles                                362,111     380,607     
   Spare parts/dies &moulds/components      24,030      20,414
3  Excise duty                              39,082      42,531
4  Net sales (2-3)                         347,059     358,490
5  Other operating revenue                   8,812       7,694
6  Other income                              8,268       5,088
7  Total revenue (4+5+6)                   364,139     371,272       -1.9%
8  Consumption of raw materials, 
   components & traded goods               280,656     283,382
9  Employee benefit expenses                 8,438       7,036
10 Finance Costs                               552         250
11 Depreciation and amortisation            11,384      10,135
12 Other expenses                           41,647      39,381
13 Total expenses                          342,677     340,184        0.7%
14 Profit before tax (7-13)                 21,462      31,088      -31.0%
15 Current tax                               4,138       8,101
16 Deferred tax                                972         101
17 Profit after tax (14-15-16)              16,352      22,886      -28.6%

Table 2: Financial Performance - Ratios (As a Percentage of Net Sales)  

Parameters                                 2011-12     2010-11      Change

Material cost                                80.9%       79.0%       (1.9)
Employee benefit expenses                     2.4%        2.0%       (0.4)
Depreciation and amortisation                 3.3%        2.8%       (0.5)
Other expenses                               12.0%       11.0%       (1.0)
Profit before tax                             6.2%        8.7%       (2.5)
Profit after tax                              4.7%        6.4%       (1.7)

Treasury operations:

The  Company  has  efficiently managed its surplus  funds  through  careful 
treasury  operations.  The  guiding principle  of  the  Company`s  treasury 
investments  is safety and prudence. In view of this, the Company  invested 
its surplus funds in debt schemes of mutual funds and short-term bank fixed 
deposits.  This  has  enabled the Company to  earn  reasonable  and  stable 
returns in a volatile interest rate scenario.

Table  3 lists the different portfolios while Table 4 lists the  return  on 
these surplus funds.

Parameters                  31-03-12    % of total    31-03-11   % of total

Corporate Bonds                    -             -       7,000          10%
Bank Fixed Deposits           23,600           30%      24,130          34%
Debt Mutual Fund              56,106           70%      40,106          56%
TOTAL                         79,706          100%      71,236         100%

Table 4: Income from investment of surplus fund (Rs. million)

Parameters                                      2011-12        2010-11

Dividend from debt mutual funds                     639          2,066
Net Profit from sale of investments               2,442            571

Internal controls and adequacy:

The Company has a proper and adequate system of internal control to  ensure 
that   all  assets  are  safeguarded  and  protected  against   loss   from 
unauthorised use or disposition, and that all transactions are  authorised, 
recorded and reported correctly. The internal control system is designed to 
ensure  that  financial  and  other  records  are  reliable  for  preparing 
financial information and other data, and for maintaining accountability of 
assets. The internal control system is supplemented by an extensive program 
of  internal  audits,  reviews  by  management,  and  documented  policies, 
guidelines and procedures.

HUMAN RESOURCES

The  Company has always striven to offer a positive, supportive,  open  and 
high  performance work culture. Over the years its unique work culture  has 
evolved  with  learning from Suzuki, Japan in terms  of  Japanese  systems, 
processes and work practices and also from the experience of local  context 
and expectations of its people.

Some  of  the  key constituents of the work  culture  are  fairness,  equal 
opportunity, participation and involvement and team work.

The  induction of a young workforce over the last five years  and  enabling 
their  smooth  settling  down  in  the Company  work  culture  has  been  a 
challenge.  The emphasis has been on increased two way communication,  stay 
interviews, creating job excitement, education and learning towards  career 
development.

The  experience of handling the Manesar Plant labour issue during the  last 
year  further  highlights the need for the management  focus  on  effective 
induction,  total  involvement, training and mentoring of  the  young  team 
members at the shop floor level. The new initiatives in this direction over 
the  last  six  months  have given positive results. One  of  them  is  the 
outbound  training  initiative where a diverse  population  of  associates, 
supervisors, young managers and middle management team members are taken to 
mountains or areas of natural challenges and imparted learning through

the  experience of group exercises. Till now 14 such programmes  have  been 
conducted  covering more than 300 employees. This initiative is planned  to 
cover  more  shop floor employees of the Company. With  strong  growth  and 
expansion  of the business and more and more young new team members  likely 
to  join  its  team,  the Company plans to  lay  the  highest  emphasis  on 
reinforcing a positive work culture, internal communications and continuous 
training and mentoring.

Retention  of  talent  is a challenge as most  automobile  and  engineering 
companies seek to recruit experienced professionals to augment their teams. 
In spite of an adverse external environment related to headhunting and easy 
poaching,  the Company has been able to maintain an attrition loss of  only 
5.9  per  cent in the year 2011-12 much below  the  manufacturing  industry 
trends.  While  this  is  largely the result  of  a  culture  of  fairness, 
transparency, team spirit and motivation, some concrete initiatives like an 
elaborate  performance  management system, an appraisal process  to  assess 
potential, job rotation, encouragement for higher education and a policy of 
career  growth  offering  fast  track,  normal  track  and  extended  track 
opportunities have provided the right structure.

INFORMATION TECHNOLOGY

Technology  systems at the Company provide seamless integration  and  real-
time  connection with the business partners. The e-Nagare system, based  on 
just-in-time  philosophy,  generates  hourly schedules  and  keeps  vendors 
updated  on  component requirements and shipments.  The  Dealer  Management 
System  (DMS),  a 3600 system for managing dealer  operations,  along  with 
other  key  features tracks enquiries and monitors retail sales on  a  real 
time basis keeping the sales team abreast with the latest market situation.

Business intelligence tools with advanced analytics empower the Company  to 
maintain  a  database  of  8  million  customers.  This  helps  in  closely 
understanding  and  profiling  customers to gain  actionable  insights  and 
target potential buyers. In FY2011-12, the Company successfully  integrated 
Maruti  R&D  systems  with  Suzuki  for  a  unified  approach  to   product 
development. Implementation of predictive modeling in parts business helped 
in improving forecasting ability.

The  Company is now working on a training academy project that will  enable 
employees to learn at their own pace. The training academy in an e-learning 
mode  seeks to equip vendor and dealer employees with critical  skills  and 
knowledge and give scalability to the training function.

RISK FACTORS

The Company operates in an environment which is affected by various factors 
some  of which are controllable while some are outside the control  of  the 
Company. The activity of risk management in the Company is reviewed by  the 
Audit  Committee  through  a management subcommittee,  the  Executive  Risk 
Management  Committee (ERMC). The ERMC consists of the Managing Director  & 
CEO  and  all  executive  officers of the  Company.  It  reviews  the  risk 
management  activities on a regular basis in addition to scanning  for  any 
new risks that may arise due to changes in the business environment.  While 
the  possibility of a negative impact due to one or more such risks  cannot 
be  totally  precluded the Company proactively takes reasonable  steps  and 
makes efforts to mitigate significant risks that may affect it. Some of the 
risks  that  are  potentially  significant  in  nature  and  need   careful 
monitoring are listed hereunder:

* Macroeconomic factors

* Preparedness of value chain partners

* Inappropriate product portfolio

* Competition product launches

* Talent acquisition and retention

* Geographic concentration

* Changes in government policy and legislation

*  Unfavourable changes in the import policies on new cars

*  Unfavourable changes in taxes/levies

OUTLOOK

Though  the Indian passenger vehicle industry has reasons and prospects  to 
grow at a good pace for a long time, the journey will not be smooth, as was 
seen  in  the  year  2011-12. There were challenges  in  terms  of  adverse 
macroeconomics,  demand slowdown, petrol-diesel price  distortion,  adverse 
foreign  exchange rates and turbulence in industrial relations. The  market 
share  and profitability of the Company were adversely impacted. While  the 
growth prospects in India are fundamentally positive, challenges like these 
and  the  impact  of  business cycles  cannot  be  ruled  out.  Competitive 
intensity  will also increase in the future. The differentiating factor  is 
the  management`s commitment not to accept adversity, to learn  from  every 
opportunity  and  emerge  stronger,  to look for areas  in  its  sphere  of 
influence rather than surrendering to external adversity, to keep investing 
and  strengthening  for  the  long term, promote  the  well  being  of  its 
stakeholders  and stay focused on the needs of its customers.  The  Company 
has  some good enablers in the areas of management talent  and  commitment, 
relevant  technology,  a proximate and caring network, sensitivity  to  new 
customer  lifestyles  and potential segments, a culture of  efficiency  and 
cost  consciousness,  promotion  of superior management  practices  in  its 
vendors  and  dealers and scalability in all these areas.  Unfazed  by  the 
past, but avoiding complacence at all times, the Company will keep  working 
hard to strengthen its market leadership and profitability and its  ability 
to continue serving society.

Disclaimer

Statements  in  this  management discussion  and  analysis  describing  the 
Company`s   objectives,   projections,  estimates  and   expectations   are 
categorised   as  `forward  looking  statements`  within  the  meaning   of 
applicable laws and regulations.

Actual results may differ substantially or materially from those  expressed 
or  implied.  Important  developments  that  could  affect  the   Company`s 
operations  include  an  onward  trend  in  the  domestic  auto   industry, 
competition,   rise  in  input  costs,  exchange  rate  fluctuations,   and 
significant  changes  in the political and economic environment  in  India, 
environmental standards, tax laws, litigation and labour relations.
 
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