1.  We have audited the attached Balance Sheet of Berger Paints India
 Limited (the Company) as at 31st March, 2012, and the related
 Statement of Profit and Loss and Cash Flow Statement for the year ended
 on that date annexed thereto, which we have signed under reference to
 this report. 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 the 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, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India
 in terms of sub-section (4A) of Section 227 of ''The Companies Act,
 1956'' of India (the ''Act'') and on the basis of such checks of the
 books and records of the Company as we considered appropriate and
 according to the information and explanations given to us, we give in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 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 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 dealt with by this report comply with the
 accounting standards referred to in sub-section (3C) of Section 211 of
 the Act;
 
 (e) On the basis of written representations received from the
 Directors, as on 31st March, 2012 and taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2012
 from being appointed as a Director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, 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 31st March, 2012;
 
 (ii) in the case of 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 TO AUDITORS'' REPORT
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to
 the members of Berger Paints India Limited on the financial statements
 for the year ended 31st March, 2012]
 
 1.  (a) The Company is maintaining proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The fixed assets of the Company in its possession and also those in
 the custody of third parties are physically verified by the management
 according to a phased programme designed to cover all the items over a
 period of three years, which in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 2.  (a) The inventory (excluding material in transit) has been
 physically verified by the Management during the year. Stocks in
 transit as at 31st March, 2012 have been verified with reference to
 subsequent receipt of goods or other relevant documents.  In our
 opinion, the frequency of verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory 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 inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material and have been properly dealt with in
 the books of accounts.
 
 3.  The Company has not taken or granted any loans, secured or
 unsecured, from or to companies, firms or other parties covered in the
 register maintained under Section 301 of the Act. As such clauses 4
 (iii) (b),(c),(d),(f) and (g) of the Order are not applicable.
 
 4.  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 inventory, fixed assets and for the sale of goods and
 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 neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301 of the Act 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 such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 thereunder.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  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 of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act and are of the opinion that prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 9.  (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing the 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 as applicable with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income-tax, sales-tax, wealth tax, service tax, customs duty, excise
 duty and cess as at 31st March, 2012 which have not been deposited on
 account of a dispute, are as follows -
 
 Name of the 
 statute       Nature of dues   Amount    Period to which   Forum where
                                                            the dispute 
                                                            is pending
                               (Rs in 
                                Million)  the amount 
                                          relates 
 
 Central 
 Excise Act /  Excise duty /     207.48   1997-1998,
                                          2001-2002 to
                                          2008-2009,        Adjudicating
                                                            Authority
 Finance
 Act, 1994     Service tax                2009-2010 to 
                                          2010-2011
 
                                 14.68    1977-1978,
                                          1989-1990, 
                                          2003-2004 to      Commissioner
                                                           (Appeals)
                                          2008-2009
                                119.83    1998-1999, 
                                          2000-2001 to 
                                          2008-2009,        Tribunal 
                                                           (CESTAT)
                                          2009-2010
 
 Sales Tax
 Act           Sales Tax        158.07    1983-1984, 
                                          1984-1985, 
                                          1987-1988 to      Appellate 
                                                            Authority
                                          2004-2005, 
                                          2005-2006 to 
                                          2009-2010 
                                157.24    1996-1997, 
                                          1999-2000 to
                                          2001-2002,        Revisional
                                                            Board
                                          2003-2004, 
                                          2004-2005, 
                                          2005-2006,
                                          2006-2007
                                 27.75    1994-1995,
                                          1996-1997 to 
                                          2001-2002,        Tribunal
                                          2003-2004,
                                          2004-2005, 
                                          2007-2008,
                                          2009-2010
 
 Income 
 Tax Act       Income Tax       106.87    2006-2007, 
                                          2008-2009 to 
                                          2009-2010         Commissioner
                                                            of Income 
                                                            Tax (Appeals)
 
 10.  The Company has no accumulated losses as at 31st March, 2012 and
 it has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 16.  The Company has not obtained any term loans.
 
 17.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 19.  The Company has not issued any debentures during the year and no
 debentures are outstanding at the year end.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                               For Lovelock & Lewes
 
                               Firm Registration Number: 301056E
 
                               Chartered Accountants
 
                               Sunit Kumar Basu
 
 Kolkata                       Partner
 
 30th May, 2012                Membership Number 55000