1.  We have audited the attached Balance Sheet of Saint- Gobain Sekurit
 India Limited (the Company) as at March 31, 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 March 31, 2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 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 March 31,2012;
 
 (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 TO AUDITORS'' REPORT
 
 [Referred to in paragraph [3] of the Auditors'' Report of even date to
 the members of Saint-Gobain Sekurit India Limited on the financial
 statements as of and for the year ended March 31, 2012]
 
 1.  (a) The Company is maintaining proper records showing
 
 full particulars, including quantitative details and situation, of
 fixed assets.
 
 (b) The fixed assets 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
 off by the Company during the year.
 
 2.  (a) The inventory has been physically verified by the Management
 during the year. 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.
 
 3.  (a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 (b) 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 Act.
 
 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 and 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.  According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in Section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that Section. Accordingly, the question of commenting
 on transactions made in pursuance of such contracts or arrangements
 does not arise.
 
 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
 there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and the 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, except for
 dues in respect of income tax, the Company is generally regular in
 depositing undisputed statutory dues in respect of provident fund,
 though there has been a slight delay in a few cases, and is regular in
 depositing undisputed statutory dues, including investor education and
 protection fund, sales tax, wealth tax, service tax, customs duty,
 excise duty and other material statutory dues, as applicable, with the
 appropriate authorities. The extent of the arrears of statutory dues
 outstanding as at March 31, 2012, for a period of more than six months
 from the date they became payable are as follows:
 
 Name of     Nature of    Amount      Period to  Due       Date of
 the statute dues         (Rs.)       which the  Date      Payment
                                      amount     
                                      relates
 
 
 Income Tax  Minimum      10,528,934  2010-11    Various   Not Paid
             Alternate 
             tax (MAT)
             including
             interest
             thereon
 
             Interest on     601.367  2011-12      -       Not Paid
             above MAT
             upto    
             September     
             2011          
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of sales
 tax and excise duty as at March 31, 2012 which have not been deposited
 on account of a dispute, are as follows:
 
 Name of        Nature of     Amount     Period to      Forum where
 the statute    dues         (Rs.)       which the      the dispute
                                         amount         is pending
                                         relates
 
 The Central    Excise Duty   9,358,884  1989-1990      Customs,
 Excise Act,    and penalty              1990-1992      Excise &
 1944                                    1999-2000      Service Tax
                                                        Appellate
                                                        Tribunal
                                                       (CESTAT)
 
 The Central    Excise Duty  12,620,169  2003-2004      Commissioner
 Excise Act,                             2004-2005      of Central
 1944                                                   Excise
 
 Andhra         Sales Tax       292,692  2000-2001      Additional
 Pradesh                                                Commissioner
 General                                                of Commercial
 Sales Tax                                              Taxes,
 Act, 1957                                              Hyderabad.
 
 Central Sales
 Tax Act, 1956  Sales Tax     2,874,795  2005-06        Commissioner
                                                        of Sales Tax,
                                                        Maharashtra
 
 10.  The accumulated losses of the Company did not exceed fifty percent
 of its net worth as at March 31, 2012 and it has not incurred cash
 losses in the financial year ended on that date and in the immediately
 preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanation 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 Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 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
 does not have any debentures outstanding as 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 any such case by the Management.
 
                                                 For Price Waterhouse
 
                                     Firm Registration Number:012754N
 
                                                Chartered Accountants
 
                                                          Mehul Desai
 
 Place : Mumbai                                               Partner
 
 Date  : May 18. 2012                                      Membership
 
                                                        Number 103211