1.  We have audited the attached Balance Sheet of Whirlpool of India
 Limited (the Company) as at March 31, 2011 and also the Profit and
 Loss Account and the Cash Flow Statement 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 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, 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:
 
 i. 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;
 
 ii. 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;
 
 iii. the Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv. in our opinion, the Balance Sheet, Profit and Loss Account 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
 Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956.
 
 vi. 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;
 
 a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure referred to in paragraph [3] of our report of even date Re:
 Whirlpool of India Limited (the Company)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) There was no disposal of a substantial part of fixed assets during
 the year.
 
 (ii) (a) The management has conducted physical verification of
 inventory at reasonable intervals during the year.
 
 (b) 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) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (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 Companies Act, 1956. Accordingly, the
 provisions of clause 4(iii) (a) to (d) of the Companies (Auditors
 Report) Order, 2003 (as amended) (herein referred to as the Order) are
 not applicable to the Company and hence not commented upon.
 
 (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 Companies Act, 1956. Accordingly, the
 provisions of clause 4(iii) (e) to (g) of the Order are not applicable
 to the Company and hence not commented upon.
 
 (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 inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 major weakness or continuing failure to correct any major weakness in
 the internal control system of the Company in respect of these areas.
 
 (v) (a) In our opinion, there are no contracts or arrangements that
 need to be entered in the register maintained under Section 301 of the
 Companies Act, 1956. Accordingly, clause 4 (v) (b) of he Order are not
 applicable to the Company and hence not cmmented upon.
 
 (vi) In respect of deposits accepted in earlier years, in our opinion
 and according to the information and explanations given to us,
 directives issued by the Reserve Bank of India and the provisions of
 sections 58A, 58AA or any other relevant provisions of the Companies
 Act, 1956 and the rules framed there under, to the extent applicable,
 have been complied with.  We are informed by the management that no
 order has been passed by the Company Law Board, National Company Law
 Tribunal or Reserve Bank of India or any Court or any other Tribunal.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii)We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under section 209(1)(d) of the Companies
 Act, 1956, related to the manufacturing of refrigerators and washing
 machines and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained.
 
 (ix) (a) 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 have generally been regularly deposited with
 the appropriate authorities though there has been a slight delay in a
 few cases.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the Company in depositing the same.
 
 (b) 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,
 wealth-tax, service tax, sales-tax, customs duty, excise duty and other
 material undisputed statutory dues were outstanding, at the year end,
 for a period of more than six months from the date they became payable.
 
 (c) According to the records of the Company, the dues outstanding of
 income-tax, sales- tax, customs duty and excise duty on account of any
 dispute, are as follows:
 
 Name of Statue         Nature of Dues                      Amount
                                                           (Rs. Lacs)
 
 Customs Act, 1962    Custom duty on non fulfillment
                      of project imports                     158.28
 
 Central Excise 
 Act, 1944            Differential duty demanded by 
                      the department  on washers              16.58
 
                      Recovery of Cenvat Credit                5.00
 
 Income Tax Act, 1961 Penalty on transfer pricing adjustment 638.61
 
 Andhra Pradesh 
 General              Tax levied on optional service
                      contacts,                               18.02
 
 Sales Tax Act, 1957  Tax on exempted turnover
                      Tax levied on optional service contacts,
                      Tax on exempted Turnover                20.95
 
                      Tax levied on optional service
                      contacts,                                3.32
 
                      Tax on exempted turnover
 
 Bihar Value Added    Rejection of incentive discount &       50.12
 Tax Act, 2005        Non submission of forms
 
 Bombay Sales Tax 
 Act, 1959            Rejection of claim for concessional sale21.75
 
 Delhi Sales Tax 
 Act, 1975            Rejection of claim of OSC charges        2.96
 
 Gujarat Sales Tax 
 Act, 1969            Rejection of sales return, Non 
                      submission of forms                      7.38
 
 
 
 Name of Statue                      Period         Forum Pending
 
 Customs Act, 1962                  1993-94              CESTAT
 
 Central Excise Act, 1944           2000-2003            CESTAT
 
                                    1993-94              CESTAT
 
 Income Tax Act, 1961               2002-03             Commissioner of
                                                   Income Tax (Appeals)
 
 
 Andhra Pradesh General
 Sales Tax Act, 1957                2000-01&             Tribunal
                                    2002-04
 
                                    2001-02 &
                                    1993-94              STO
 
                                    2006-08        Deputy Commissioner
 
 Bihar Value Added
 Tax Act, 2005                      2005-07        Asst. Commissioner
 
 Bombay Sales Tax Act, 1959         1997-99            Tribunal
 
 Delhi Sales Tax Act, 1975          2003-04        Addl. Commissioner
 
 Gujarat Sales Tax Act, 1969        1993-04 &          Tribunal
                                    1996-98
 
 
 Name of Statue         Nature of Dues                      Amount
                                                           (Rs. Lacs)
 
 
 Haryana General Sales  Non submission of forms             21.57
  Tax Act, 1973
 
 J & K GST Act, 1962    Non submission of forms & rejection
                        of claim on sales                    2.11
 
 Kerela Value Added     Rejection of sales returns, 
                        Rejection of credit notes,         231.66
 Tax Act, 2005          forms short deposited, Rejection 
                        of claim for concessional sale 
                         & penalty
 
                        Enhancement of turnover             38.96
 
 Kerela General Sales   Rejection of claim on credit notes, 77.84
 Tax Act, 1963          Rejection of statutory forms
                        Rejection of claim on credit notes  10.39
 
 MP Commercial          Rejection of credit notes           13.79
 Tax Act, 1944
 
                        Rejection of claim on discounts,    31.32
  
                        Rejection of credit notes and
                        Rejection of sales return
 
                        Rejection of sales return            1.95
 
                        Rejection of claim on discounts and 24.49
 
                        Non submission of forms
 MP Value Added         Rejection of sales return           15.63
 Tax Act, 2005
 
 Orissa Sales Tax 
 Act, 1947              Non submission of forms, Levy of 
                        entry tax,                          25.56
 
                        Enhancement of turnover, Dispute 
                        in rate of tax
 
                        Non submission of forms, 
                        Enhancement of turnover,            24.17
 
                        Rejection of sales return
 
                        Non submission of forms              1.16
 
 Rajasthan Value Added  Rejection of surcharge               1.41
 Tax Act, 2005
 
 Tamil Nadu General 
 Sales                  Demand on imported goods taxed at
                        Higher rate                         75.32
 Tax Act, 1959
 
                        Penal interest on late payment       3.07
 
 The Chhattisgarh Value Rejection of Forms                 169.96
 Added Tax Act, 2003
 
                        Penalty at Check Post                3.01
 
                        Levy of entry tax                    4.94
 
 UP Entry Tax Act, 2007        Entry tax                   100.17
 
 UP Value Added         Penalty at Check Post                2.80
 Tax Act, 2008
 
                        Rejection of claim of credit notes,
                        forms short etc                      8.51
 
 West Bengal Sales      Rejection of claim of credit notes,
                        forms short, etc                   336.83
 Tax Act, 1944
 
                        Rejection of claim of credit notes,
                        forms short, etc                    34.43
 
                        Rejection of claim of credit notes,
                        forms short etc,                   158.19
 
                        Rejection of claim for concessional
                           sale
 
                        Rejection of claim of concessional 
                        sale.etc                             6.76
 
 
 Name of Statue                      Period         Forum Pending
 
 Haryana General Sales
 Tax Act, 1973                     1997-98 &       Joint Commissioner
                                   2006-07
 J & K GST Act, 1962              
                                   2003-04 &       Dy. Commissioner
                                   2007-08
 
 Kerela Value Added
 Tax Act, 2005                     1999-01,        Dy. Commissioner
 
                                   2002-03
 
                                   2005-07,
                                   2008-09 &
 
                                   2010-11
 
 Kerela General Sales
 Tax Act, 1963                     2002-03          STO
 
                                   2003-05         Dy. Commissioner
 
                                   1997-98          STO
 
 MP Commercial
 Tax Act, 1944                     2001-02 &       High Court
                                   1998-99
 
                                   1998-00,        Tribunal
                                   2002-03
 
                                   2004-05         Tax Board
 
                                   2003-05         Addl. Commissioner
 
                                   2005-06         Addl. Commissioner
 
 MP Value Added
 Tax Act, 2005                     1992-94,        Asst. Commissioner
 
                                   1996-99 &
                                   2002-03
 
                                   1999-00,        Tribunal
                                   1991-93,
                                   2000-02
 
                                   1999-00         STO
 
 Orissa Sales Tax Act, 1947        2000-01         Dy. Commissioner
 
 Rajasthan Value Added
 Tax Act, 2005                     2002-04         High Court
 
 Tamil Nadu General Sales
 Tax Act, 1959                     2002-03         STO
 
 
 The Chhattisgarh Value
 Added Tax Act, 2003               2002-03         Addl. Commissioner
 
                                   2002-03         Tribunal
 
                                   2002-03 &       Commissioner of
                                   2004-07         Sales Tax
 
 UP Entry Tax Act, 2007            2007-09         High Court
 
 UP Value Added
 Tax Act, 2008                     2008-09         Deputy Commissioner
 
                                   2009-10         Addl. Commissioner
 
 West Bengal Sales
 Tax Act, 1944                     2002-03,        Asst. Commissioner
 
                                   2004-05 &
                                   2005-06
                                   1998-99 &       Addl. Commissioner
                                   2004-05
 
                                   1999-02,        Tax Board
                                   2003-04 
 
                                   2002-03         Special Commissioner
 
 According to the information and explanations given to us, there are no
 dues of wealth tax, service tax and cess which have not been deposited
 on account of any dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to banks. The Company
 has no outstanding dues in respect of debentures or financial
 institution.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Order are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable to the
 Company.
 
 (xv) 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.
 
 (xvi) The Company did not have any term loan 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 report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money through a public issue during
 the year.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
 
                                         For S.R. Batliboi & Co.
 
                              Firm registration number: 301003E
                                          Chartered Accountants
 
                                              per Tridibes Basu
 
 Place: Gurgaon                                         Partner
 
 Date : May 9, 2011                       Membership No.: 17401