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Auditor Report of Akzo Nobel India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Akzo Nobel India Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report, to the extent applicable, that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) i n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 5.1 to the financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditor's report (Referred to in our report of even date)

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, includ -ing quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets of the Company are physically verified by the management in accordance with a phased programme designed to cover all items of fixed assets over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with the programme, all fixed assets at Company's manufacturing locations have been physically verified by the management during the year. As informed to us, no material discrepancies were noticed on such verification.

(ii) (a) According to the information and explanations given to us, physical verification except in case of goods in transit and stocks lying with third parties has been conducted by management at reasonable intervals during the year in respect of inventories of raw materials, stores and spare parts, work-in-process and finished goods in the Company's possession. For stocks lying with third parties, as at 31 March 2015 confirmations or statements of account have been obtained. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) According to the information and explanations given to us and on the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. As informed to us, the discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 1 89 of the Act during the year ended 31 March 2015. Thus, paragraph 3(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventories and fixed assets and with regard to sale of goods and rendering of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have not observed any major weakness in the internal control system during the course of the audit.

(v) As per the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section under sub-section (1 ) to Section 148 of the Companies Act, 2013, in respect of any of the activities of the Company and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Income-tax, Sales tax, Value Added Tax, Wealth tax, Service tax, duty of Excise, duty of customs, Employees' State Insurance, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities though there has been a slight delay in few cases.

According to the information and explanations given to us, there are no undisputed amounts payable in respect of Provident Fund, Income-tax, Sales-tax, Service tax, Value Added Tax, duty of Customs, duty of Excise, Wealth tax, Employees' State Insurance, Cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales Tax, Value Added tax, Service tax, duty of Customs, duty of Excise, Cess and Wealth tax which have not been deposited with the appropriate authorities on account of any dispute, except for the following:

Name of the Statute Nature of the dues Amounts Amount paid involved under protest

Income tax Act,1961 Income Tax 161 121

775 717

Finance Act, 1994 Service tax 27 1

Central Excise Ac,1944 Excise duty 2 - 13 -

73 -

Sales Tax Act Sales tax 247 17

277 22

17 3

12 0

(Rs million)

Name of the Statute Period to which the Forum where dispute amount relates is pending

Income Tax Act 1961 2008- 09, 2010-11 First Appellate level 1996-97, 1997-98, 1999- Tribunal 00, 2002-03 to 2007-08, 2009- 10, 2010-11

Finance Act 1994 2004-05, 2005-06, First Appellate level 2007-08 to 2014-15

Central Excise Ac 1944 2006-07, 2007-08 First Appellate level

2001-02, 2002-03, Second Appellate level 2004-05, 2005-06 1991-92 to 1996-97, Tribunal 2004-05 to 2008-09

Sales Tax Act 2000-01,2003-04 to First Appellate level 2012-13

1976-77, 1979-80, 1980- Second Appellate level 81, 1982-83 to 1999-00, 2004-05 to 2011-12

2004- 05 to 2006-07, Tribunal 2009-10

2005- 06, 2006-07, High Court 2012-13

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to bankers. The Company did not have any outstanding dues to any financial institutions or debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material frauds on or by the Company have been noticed or reported during the course of our audit.

For B S R & Associates LLP Chartered Accountants Firm Registration No.: 116231W / W-100024

Rakesh Dewan 28 May 2015 Partner Gurgaon Membership No. 092212


Mar 31, 2014

We have audited the accompanying finanicial statements of Akzo Nobel India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2014, the Statement of profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these finanicial statements that give a true and fair view of the finanicial position, finanicial performance and cash flows of the Company in accordance with the Accounting Standards notifed under Companies Act, 1956 ("the Act"), read with the General Circular 15/2003 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the finanicial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these finanicial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the finanicial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the finanicial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the finanicial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the finanicial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the finanicial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the finanicial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

(b) in the case of the Statement of profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements i. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

ii. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of profit and Loss and Cash Flow Statement comply with the Accounting Standards notifed under the Companies Act, 1956, read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

e. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualifed as on 31 March 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in para 5 of the Independent Auditors'' Report to the Members of Akzo Nobel India Limited on the finanicial statement for the year ended 31 March 2014

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets are physically verifed by the management in accordance with a phased programme designed to cover all items of fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with this programme, certain categories of fixed assets at certain locations have been physically verifed by the management during the year. As informed to us, discrepancies noticed on such verifcation, were not material and have been properly dealt with in the books of accounts.

(c) The Company did not dispose off any substantial part of its fixed assets during the current year. Accordingly, paragraph 4(i)(c) of the order is not applicable.

(ii) (a) According to the information and explanations given to us, physical verifcation has been conducted by management at reasonable intervals during the year in respect of inventories of raw materials, stores and spare parts, work-in-process and fnished goods in the Company''s possession. The existence of stocks lying with third parties as at 31 March 2014 has been evidenced based on confirmations or statements of account. In our opinion, the frequency of physical verifcation is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) According to the information and explanations given to us and on the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. As informed to us, the discrepancies noticed on physical verifcation of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and rendering of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales- tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues to the extent applicable have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and other material statutory dues to the extent applicable, were in arrears as at 31 March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty and Excise duty which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

(Amounts in Rs. million)

Name of the Statute Nature of the dues Amounts Amounts paid involved *# under protest

Income Tax Act, 1961 Income tax 1,213 959

Finance Act, 1994 Service tax 3 -

Central Excise Act, 1944 Excise duty 94 -

Central Sales Tax Act, 1956 Sales tax 227 14

Uttar Pradesh Trade Tax Act, 1948 Sales tax / VAT 38 4

Rajasthan Sales Tax Act, 1994 Sales tax / VAT 2 -

Delhi Sales Tax Act, 1975 Sales tax / VAT 10 -

The Madhya Pradesh General Sales Tax Act, 1958 Sales tax / VAT 32 7

Maharashtra Value Added Tax Act, 2005 Sales tax / VAT 84 6

West Bengal Sales Tax Act, 1994 Sales tax / VAT 9 -

West Bengal Value Added Tax Act, 2003 Sales tax / VAT 13 3

Bihar Sales Tax Act, 1959 Sales tax / VAT 31 5

The Kerala General Sales Tax Act, 1963 Sales tax / VAT 3 -

Kerala Value Added Tax Rules, 2005 Sales tax / VAT - 1

Andhra Pradesh Value Added Tax Act, 2005 Sales tax / VAT 8 -

Orissa Sales Tax Act, 1947 Sales tax / VAT 17 17

Tamil Nadu Value Added Tax Act, 2006 Sales Tax / VAT 1 1

Karnataka Value Added Tax Act, 2003 Sales tax / VAT 1 -

Uttar Pradesh Value Added Tax Act, 2008 Sales tax / VAT 4 4

Gujarat Value Added Tax Act, 2003 Sales tax / VAT 3 1

Assam Value Added Tax Act, 2003 Sales tax / VAT 12 -

Name of the Statue Period to which the amount relates Forum where dispute is pending

Income Tax Act, 1961 1994-95 to 1997-98, 1999-00 to 2010-11 Commissioner of Income Tax (Appeals) / Income Tax Appel- (Assessment years) late Tribunal / Calcutta High Court / Bombay High Court

Finance Act, 1994 2004-05, 2005-06, 2007-08 and 2009-10 Commissioner of Central Excise (Appeals) Large Tax Payers Unit / Customs Excise and Service Tax Appellate Tribunal

Central Excise Act, 1944 1991-92 to 1996-97, 1998-99, 2000-01 to Customs Excise and Service Tax Appellate Tribunal / Joint 2002-03, 2004-05 to 2009-10 Commissioner Large Tax Payers Unit/ Commissioner of Central Excise (Appeals)

Central Sales Tax Act, 1956 1982-83 to 1994-95, 1996-97 to 1999-00, Sales Tax officer / Sales Tax Revision Board / Deputy 2002-03 to 2010-11 Commissioner / Deputy Commissioner (Appeals) / Appellate Tribunal

Uttar Pradesh Trade Tax Act, 1948 1976-77, 1979-80, 1980-81, 1986-87 to 1989- Sales Tax officer / Commercial Tax Officer / Senior Joint 90, 1992-93, 2000-01, 2003-04, 2005-06 to Commissioner Sales Tax, Corporate Division / Sales 2009-10 Tax Revision Board / Deputy Commissioner / Deputy Commissioner (Appeals) / Additional Commissioner / Rajasthan Sales Tax Act, 1994 1998-99 Additional Commissioner (Appeals) / Appellate Tribunal / High Delhi Sales Tax Act, 1975 1983-84, 1985-86 to 1987-88, 1989-1990, Courts 2002-03 to 2004-05, 2012-13

The Madhya Pradesh General Sales Tax Act, 1958 2003-04 to 2005-06

Maharashtra Value Added Tax Act, 2005 2004-05, 2005-06, 2008-09 to 2010-11

West Bengal Sales Tax Act, 1994 2004-05

West Bengal Value Added Tax Act, 2003 2008-09, 2009-10 to 2010-11

Bihar Sales Tax Act, 1959 1992-93 to 1999-00, 2004-05

The Kerala General Sales Tax Act, 1963 2002-03, 2005-06, 2006-07, 2008-09

Kerala Value Added Tax Rules, 2005 2006-07 to 2011-12

Andhra Pradesh Value Added Tax Act, 2005 2008-09, 2010-11 to 2011-12

Orissa Sales Tax Act, 1947 1995-96 to 1999-00

Tamil Nadu Value Added Tax Act, 2006 2012-13

Karnataka Value Added Tax Act, 2003 2007-08, 2012-13

Uttar Pradesh Value Added Tax Act, 2008 2008-09

Gujarat Value Added Tax Act, 2003 2009-10

Assam Value Added Tax Act, 2003 2010-11

* Including disputed dues aggregating to Rs. 36 million in respect of sales tax disputes, which have been stayed by the respective authorities.

# Excluding the demands, the proceedings of which have been set aside or remanded for reassessment by the appropriate authorities.

(x) The Company does not have any accumulated losses at the end of the finanicial year and has not incurred cash losses during the finanicial year and in the immediately preceding finanicial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any finanicial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or finanicial institutions during the year.

(xvi) According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no significant fraud on or by the Company has been noticed or reported during the year.

For B S R & Associates LLP

Chartered Accountants

ICAI Firm Registration No: 116231W

Rakesh Dewan Gurgaon Partner

16 May 2014 Membership No: 092212


Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of Akzo Nobel India Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2013 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

i. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

ii. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets are physically verified by the management in accordance with a phased programme designed to cover all items of fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with this programme, certain categories of fixed assets at certain locations have been physically verified by the management during the year and no material discrepancies were noticed on such verification, which have been properly dealt with in the books of account.

(c) The Company did not dispose off any substantial part of its fixed assets during the current year. Accordingly, paragraph 40(c) of the order is not applicable.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by management at reasonable intervals during the year in respect of inventories of raw materials, stores and spare parts, work-in-process and finished goods in the Company''s possession. The existence of stocks lying with third parties as at 31 March 2013 has been evidenced based on confirmations or statements of account received in most cases. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) According to the information and explanations given to us and on the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and rendering of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding Rs 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues to the extent applicable have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues to the extent applicable, were in arrears as at 31 March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

Name of the Statute Nature of the dues Amounts Amounts paid involved*# under protest

Income Tax Act, 1961 Income tax 1,048 957

Finance Act, 1994 Service tax 2 -

Central Excise Act, 1944 Excise duty 94 -

Central Sales Tax, 1956 Sales tax 204 14

Uttar Pradesh Trade Tax Act, 1948 Sales tax/VAT 38 4

Name of th eStatute Period to which the amount relates Forum where dispute is pending

Income Tax Act 1961 1994-95 to 1997-98, 1999-00 to 2008-09 Income Tax Appellate Tribunal/Commissioner of Income Tax (Assessment years) (Appeals)/Calcutta High Court/Bombay High Court

Finance Act 1994 2004-05, 2005-06, 2007-08 and 2009-10 Commissioner of Central Excise (Appeals) Large Tax Payers Unit/ Central Excise and Service Tax Appellate Tribunal

Central Excise Act 1944 1991-92 to 1996-97, 1998-99, 2000-01 to Customs, Excise and Service Tax Appellate Tribunal/Joint 2002-03, 2004-05 to 2009-10 Commissioner Large Tax Payers Unit/Commissioner of Central Excise (Appeals)

Central Excise Act 1956 1982-83 to 1994-95, 1996-97 to 1999-00, Sales Tax Officer/Sales Tax Revision Board/ Deputy Commissioner/ 2002-03 to 2007-08 Deputy Commissioner (Appeals)/Appellate Tribunal

Uttar Pradesh Trade Tax Act 1948 1976-77, 1979-80, 1980-81, 1986-87 to Sales Tax Officer/Sales Tax Revision Board/ Deputy Commissioner/ 1989-90, 1992-93, 2000-01, 2003-04, Deputy Commissioner (Appeals)/ Additional Commissioner/ 2005-06 to 2009-10. Additional Commissioner (Appeals)/Appellate Tribunal/High Courts/ Senior Joint Commissioner Sales Tax, Corporate Division/ Commercial Tax Officer

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) According to the information and explanations given to us, the Company noticed certain forged documents allegedly authorising a third party to transfer title in an immovable property of the Company. The above property is owned by the Company and carried in the books at an insignificant value. The Company has taken remedial steps by informing the related land registration authorities and is further investigating into the matter. The Company does not expect any adverse effect on the financial statements in this regard. Based on the audit procedures performed and according to the information and explanations given to us, no other fraud on or by the Company has been noticed or reported during the year.

For B S R & Associates

Chartered Accountants

Firm Registration No: 116231

Kaushal Kishore

Gurgaon Partner

20 May 2013 Membership No: 090075


Mar 31, 2012

1 We have audited the attached Balance Sheet of Akzo Nobel India Limited ('the Company') as at 31 March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3 As required by the Companies (Auditor's Report) Order, 2003 ('the Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 ('the Act'), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 Further to our comments in the Annexure referred to above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(e) on the basis of written representations received from the Directors of the Company as on 31 March 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2012 from being appointed as a Director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956; and

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2012;

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Annexure referred to in paragraph 3 of the Auditors' Report to the members of Akzo Nobel India Limited on the accounts for the year ended 31 March 2012

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets are physically verified by the management in accordance with a phased programme designed to cover all items of fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with this programme, certain categories of fixed assets at certain locations have been physically verified by the management during the year and no material discrepancies were noticed on such verification, which have been properly dealt with in the books of account.

(c) The Company did not dispose of any substantial part of its fixed assets during the current year.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by the management at reasonable intervals during the year in respect of inventory of raw materials, stores and spare parts, work-in-process and finished goods in the Company's possession. The existence of stocks lying with third parties as at 31 March 2012 has been evidenced based on confirmations or statements of account received in most cases. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) According to the information and explanations given to us and on the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable. In the previous year, a loan was granted to a party covered in the register maintained under section 301 of the Companies Act, 1956, which has been merged with the Company pursuant to a Scheme of Amalgamation (Refer to Note 2 of the financial statements).

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and rendering of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding Rs 5 lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities, though there have been delays in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears as at 31 March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

(Amount in Rs million)

Name of Nature of Amount Amount the statute the dues involved*# paid under protest

Income Tax Act, 1961 Income 1,528 1,423 Tax

Finance Act, 1994 Service Tax 1 -

Central Excise Act, Excise 87 - 1944 Duty

7 -

Central Sales Tax Act, Sales Tax 209 15 1956

Uttar Pradesh Trade Sales Tax 41 3 Tax Act, 1948

West Bengal Sales Sales Tax 17 - Tax Act, 1994

Delhi Sales Tax Sales Tax 8 - Act, 1975

The Kerala General Sales Tax 3 - Sales Tax Act, 1963

Rajasthan Sales Tax Sales Tax 2 - Act, 1994

Bihar Sales Tax Sales Tax 28 5 Act, 1959

The Madhya Pradesh Sales Tax 32 7 General Sales Tax Act, 1958

Orissa Sales Tax Sales Tax 17 17 Act, 1947

Bombay Sales Tax Sales Tax 35 - Act, 1959

Karnataka Value Sales Tax 1 - Added Tax Act, 2003

Name of Period to which the Forum where the statute amount relates dispute is pending

Income Tax Act,1961 1994-95 to 1997-98, High Court/Income 1999-00 to 2008-09 Tax Appellate Tribunal/ (Assessment years) Commissioner of Income Tax (Appeal)/Dispute Resolution Panel

Finance Act,1994 2004-05, 2005-06, Assistant Commissioner of 2007-08 Central Excise and Service Tax, Chief Commissioner of Central Excise (Appeals)

Central Excise Act,1944 1991-92, 1992-93 to Customs, Excise and 1996-97, 1998-99, Appellate Tribunal, Joint 2000-01 to 2002-03, Commissioner Large Tax 2004-05 to 2009-10 Payers Unit

2004-05 and 2005-06 Commissioner (Appeals) Central Excise and Customs

Central Sales Tax Act, 1956 1982-83 to 1999-00, Sales Tax Officer/Sales Tax 2002-03 to 2007-08 Revision Board/Deputy Commissioner/Deputy Commissioner (Appeal)/ Appellate Tribunal

Uttar Pradesh Trade Tax Act, 1946 1976-77,1979-80,1980- Sales Tax Officer/Sales Tax 81,1986-87,1987- Revision Board/Deputy 88,1988-89,1989- Commissioner/Deputy 90,1992-93,2000- Commissioner (Appeal)/ 01,2003-04, 2004- Additional Commissioner/ 05,2005-06, 2006-07, Appellate Tribunal/ 2007-08, 2008-09, High Court 2009-10

West Bengal Sales Tax Act,1994 1995-96, 2004-05

Delhi Sales Tax] Act 1975 1983-84, 1985-86 to 1987-88, 1989-90, 2002-03 to 2004-05

The Keralal General Sales Tax act, 1963 2002-03, 2005-06, 2006-07, 2008-09

Rajasthan Sales Tax Act, 1994 1998-99

Bihar Sales Tax Act, 1959 1992-93 to 1999-00, 2004-05

The Madhya Pradesh General Sales Tax Act, 1958 2003-04 to 2005-06

Orissa Sales Tax Act,1947 1995-96 to 1999-00

Bombay Sales Tax Act, 1959 2004-05

Karnataka Value Added Tax Act, 2003 2012-13 Commercial Tax Officer

*Including disputed dues aggregating Rs 36 million in respect of sales tax disputes, which have been stayed by the respective authorities. #Excluding the demands the proceedings of which have been set aside or remanded for reassessment by the appropriate authorities.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under section 301 of the Companies Act, 1956, during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no significant fraud on or by the Company has been noticed or reported during the year.

For B S R & Associates

Chartered Accountants

Firm Registration No: 116231W

Kaushal Kishore

Partner

Gurgaon Membership No: 090075

21 May 2012


Mar 31, 2011

1 We have audited the attached Balance Sheet of Akzo Nobel India Limited (formerly ICI India Limited) (the Company) as at 31 March 2011 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3 As required by the Companies (Auditors Report) Order, 2003 (the Order), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4 Further to our comments in the Annexure referred to above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(e) on the basis of written representations received from the directors of the Company as on 31 March 2011 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2011;

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

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

Annexure referred to in paragraph 3 of the Auditors Report to the Members of Akzo Nobel India limited (formerly ICI India limited) on the accounts for the year ended 31 March 2011

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets are physically verified by the management in accordance with a phased programme designed to cover all items of fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with this programme, certain categories of fixed assets at certain locations have been physically verified by the management during the year and no material discrepancies were noticed on such verification, which have been properly dealt with in the books of account.

(c) The Company did not dispose off any substantial part of its fixed assets during the current year.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by management at reasonable intervals during the year in respect of inventory of raw materials, stores and spare parts, work-in-process and finished goods in the Companys possession. The existence of stocks lying with third parties as at 31 March 2011 has been evidenced based on confirmations or statements of account received in most cases. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has granted loan to a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.190 million and the year-end balance of such loan was Rs. 110 million.

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to the company listed in the register maintained under section 301 of the Companies Act, 1956 is not, prima facie, prejudicial to the interest of the Company.

(c) In the case of loan granted to the company listed in the register maintained under section 301, the borrower has been regular in repaying the principal amounts as stipulated and in the payment of interest.

(d) There is no overdue amount of more than Rupees one lakh in respect of loan granted to the company listed in the register maintained under section 301.

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding Rs 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

Name of the Nature of Amount Amount Period to which Forum where Statute the dues involved paid the amount dispute is *# under relates pending protest

Income Tax Income Tax 1,437 1,435 1989-90, High Court/ Act, 1961 1994-95 to 2007- Tax Appellate Tribunal/ 08 (Assessment Commissio- year) ner of Income Tax Appeal

Central Excise duty 84 - 1991-92 to Customs, Excise Act, Excise and 1944 2005-06 Appellate Tribunal

7 - 2004-05 and Commissio- ner Appeals 2005-06 Central Excise and Customs

Central Sales tax 198 14 1982-83 to Sales Tax Sales Tax 1999-00, Officer/ Act, 1956 2002-03 to 2005- Sales Tax 06,2007-08 Revision Board / Deputy Commissio- ner/ Deputy Commissio- ner Appeal/ Appellate Tribunal

Uttar Sales tax 37 - 1976-77,1979- Sales Tax Pradesh 80, 1980-81, Officer/ Trade Tax 1986-87 to 1989- Sales Tax Act, 1948 90, 1992-93, Revision 2000-01, 2003- Board / 04 to 2005-06, Deputy 2007-08 Commissio- ner/ Deputy Commissio- ner Appeal/ Additional Commissio- ner/ Appellate Tribunal/ High Court

West Bengal Sales tax 17 - 1995-96,2004- Tax Act, 1994 05

Delhi Sales Sales tax 8 - 1983-84,1985- Act, 1975 86 to 1987-88, 1989-90, 2002- 03 to 2004-05

The Kerala Sales tax 2 - 2005-06,2006- General 07,2008-09 Sales Tax Act, 1963

Rajasthan Sales tax 2 - 1998-99 Sales Tax Act, 1994

Bihar Sales Sales tax 34 5 1992-93 to Tax Act, 1959 1999-00, 2004- 05, 2006-07

The Madhya Sales tax 38 7 2003-04 to Pradesh 2007-08 General Sales Tax Act, 1958

Orissa Sales Sales tax 17 17 1995-96 to Tax Act, 1947 1999-00

Bombay Sales Sales tax 35 - 2004-05 Tax Act, 1959

* Including disputed dues aggregating Rs. 36 million in respect of sales tax disputes, which have been stayed by the respective authorities.

# Excluding the demands the proceedings of which have been set aside or remanded for reassessment by the appropriate authorities.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi) According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long- term investments.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For B S R & Associates Chartered Accountants Firm Registration No: 116231W

Kaushal Kishore Partner Membership No: 090075

Place : Gurgaon Date : 11 May 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Akzo Nobel India Limited (formerly ICI India Limited) (the Company) as at 31 March 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 (the Order), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(e) on the basis of written representations received from the directors of the Company as on 31 March 2010 and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31 March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure referred to in paragraph 3 of the Auditors Report to the Members of Akzo Nobel India Limited (Formerly ICI India Limited) on the accounts for the year ended 31 March 2010

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets are physically verified by the management in accordance with a phased programme designed to cover all items of fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with this programme, certain categories of fixed assets at certain locations have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The Company did not dispose off any substantia] part of its fixed assets during the current year.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by management at reasonable intervals during the year in respect of inventory of raw materials, stores and spare parts, work-in-process and finished goods in the Companys possession. The existence of stocks lying with third parties as at 31 March 2010 has been evidenced based on confirmations or statements of account received in most cases. In our opinion, the frequency of physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii)(b) to (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any incidence of major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, and exceeding Rs 5 lacs in respect of any party during the year. have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or other relevant provisions of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii)We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government, the maintenance of cost records has been prescribed under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues were in arrears as at 31 March 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income tax,

Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute, except as mentioned below:

Name of the Statute Nature of the Amount of Amount paid Period to which dues dispute# under protest the amount relates_

Income Tax Act. 1961 Income Tax 1,250 1,248 1989-90, 1994-95 to 2007-08 (Asse ssment year) Central Excise Act. 1944 Excise duty 49 - 991-92 t o 2005-06 7 - 2004-05 and 2005-06 Central Sales Tax Act, 1956 Sales tax 86 14 1982-83 to 2007-08 Uttar Pradesh Trade Tax Act, Sales tax 61 - 1976-77 ,1979-80, 1948 1980-81, 1986-87to 1989-90. 1992-93. 2000-01, 2003-04, 2004-05 West Bengal Sales Tax Act, Sales tax 142 - 1995-96, 1997-98, 1994 1998-99, 1999-00, 2002-03, 2003-04 Delhi Sales Tax, Act 1975 Sales tax 8 - 1983-84, 1985-86, to 1987-88, 1989-90, 2002-03 to 2004-05 The Madhya Pradesh Sales tax 2 - 2006-07 VAT Act, 2003 The Kerala General Sales Sales tax 2 - 2000-01 to 2003-04, Tax Act, 1963 2005-06, 2006-07 Rajasthan Sales Tax Act, 1994 Sales tax 2 1998-99, 2006-07 Bihar Sales Tax Act, 1959 Sales tax 40 5 1992-93 to 1999-00, 2004-05, 2006-07 The Madhya Pradesh General Sales tax 31 7 1982-83 to 1999-00, 2003-04, Sales Tax Act, 1958 2005-06 Orissa Sales Tax Act, 1947 Sales tax 17 17 1995-96 to 1999-00 Andhra Pradesh General Sales tax 5 - 2000-01 to 2002-03 Sales Tax Act, 1957

Name of Statute Forum where dispute is pending

Income tax Act, 1961 High Court/ Income Tax Appellate Tribunal/ Commissioner of Income Tax Appeal Central Excise Act, 1944 Customs. Excise and Appellate Tribunal Commissioner Appeals of Central Excise and Customs

Central sales tax act Sales Tax Officer/ Sales Tax Revision Board / Deputy Commissioner/ Deputy Commissioner (Appeals)/ Appellate Tribunal

Uttar Pradesh Trade Sales Tax Officer/ Sales Tax Revision Board / Tax Act 1948 Deputy Commissioner/ Deputy Commissioner (Appeals)/Additional Commissioner/Appellate Tribunal/ High Court

* Including disputed dues aggregating Rs. 36 million which have been stayed by the respective authorities.

# Excluding the demands the proceedings of which have been set aside or remanded for reassessment by the appropriate authorities.

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers. The Company did not have any outstanding dues to any financial institutions or debenture-holders during the year.

(xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) According to the information and explanations given to us, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xvi)According to the information and explanations given to us, the Company did not have any term loans outstanding during the year.

(xvii)According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that the funds raised on short-term basis have not been used for long-term investments.

(xviii) The Company has not made any preferential allotment of shares to companies/firms/parties covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix)The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi)Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For B S R & Associates Chartered Accountants Firm Registration No: 116231W

KAUSHAL KISHORE Gurgaon Partner 14 May 2010 Membership No.: 090075



 
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