ASIAN PAINTS Auditors Report

Independent Auditors’ Report

To The Members of Asian Paints Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Asian Paints Limited (“the Company”), which comprise the Balance Sheet as at 31^st March, 2017, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act.

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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

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

In conducting 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 there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditors'''' judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. 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 standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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^st March, 2017, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31^st March, 2016 and the transition date opening Balance Sheet as at 1^st April, 2015 included in these standalone Ind AS financial statements, are based on the statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by one of us whose report for the year ended 31^st March, 2016 and 31^st March, 2015 dated 11^th May, 2016 and 18^th May, 2015 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us.

Our opinion on the standalone Ind AS financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, 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) In 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 including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31^st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2017 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company, and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors'''' Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, as amended, 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 standalone Ind AS financial statements.

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

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund, other than one instance of delay of 51 days in respect of unpaid dividend as explained in Note 46 to the standalone Ind AS financial statements.

iv. The Company has provided requisite disclosures in the standalone Ind AS financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8^th November, 2016 of the Ministry of Finance, during the period from 8^th November, 2016 to 30^th December, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

2. As required by the Companies (Auditors'''' Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ Section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Asian Paints Limited (“the Company”) as of 31^st March, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors'''' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''''s internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''''s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

(Referred to in paragraph 2 under ‘Report on Other Legal and

Regulatory Requirements'''' section of our report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner, over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us including registered title deeds, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the Balance Sheet date. In respect of immovable properties of land that have been taken on lease and disclosed as property, plant and equipment in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

ii. The inventory, except goods-in-transit and stocks lying with third parties, have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year end, written confirmations have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been dealt with in books of account.

iii. According to the information and explanations given to us, the Company has granted an unsecured loan to one wholly owned subsidiary covered under Section 189 of the Act.

(a) The terms and conditions on which loan has been granted to the borrower company covered under Section 189 of the Act is not, prima facie, prejudicial to the interest of the Company.

(b) The principal amount is repayable within two years from the date of receipt of such loan. The borrower has been regular in paying interest on loan and the loan has been repaid during the year.

(c) There was no amount outstanding as at the yearend in respect of the said loan.

iv. In our opinion and according to information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained.

vii. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'''' State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'''' State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at 31^st March, 2017 for a period of more than six months from the date they became payable.

(c) Details of dues of Income Tax, Sales Tax, Service Tax, Excise Duty, and Value Added Tax which have not been deposited as on 31^st March, 2017 on account of disputes are given below:

Name of Statute	Nature of dues	Forum where dispute is pending	Period to which the Amount Relates	Amount involved (Rs, in crores)	Amount Unpaid (Rs, in crores)
Income Tax	IT matters	Commissioner of	A.Y. 2014-15	120.06	115.13
	under dispute	Income Tax (Appeals)	A.Y. 2013-14	37.48	31.86
			A.Y. 2012-13	34.54	29.36
		Assessing Officer	A.Y. 2006-07	0.82	-
		High Court	A.Y. 2007-08	0.09	0.09
		Tribunal	A.Y. 2009-10	0.11	0.11
			A.Y. 2010-11	0.13	0.13
		Total (A)		193.23	176.68
Sales Tax	Assessment Dues	First Appellate level	FY. 1994-95 to FY. 1999-00, FY. 2000-01 to FY. 2015-16	51.81	38.41
		Second Appellate level	FY. 2008-09	0.31	0.31
		Tribunal	FY. 1991-92, FY. 1993-94, FY. 1996-97 to F.Y. 1999-00, FY. 2000-01 to FY. 2011-12	8.51	5.71
		High court	FY. 1993-94, FY. 1997-98, FY. 2000-01 to FY. 2005-06, FY. 2007-08, FY. 2009-10, FY. 2012-13	1.73	0.59
		Supreme Court	FY. 1992-93, FY. 1993-94, FY. 2001-02 to FY. 2008-09	1.68	0.22
		Total (B)		64.04	45.24
Central Excise Act,	Dispute relating to	Adjudicating Authority	FY. 2015-16	0.30	0.28
1944	Excise Duty	First Appellate	FY. 1986-87, FY. 1996-97, FY. 2000-01, FY. 2004-05 to FY. 2007-08, FY. 2011-12 to FY. 2015-16	1.80	1.72
		Tribunal	FY. 2005-06 to FY. 2011-12, FY. 2013-14 to FY. 2015-16	17.83	15.96
		Total (C)		19.93	17.96
		Total (A B C)		277.20	239.88

There are no dues of Customs Duty which have not been deposited on account of dispute.

viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted during the year in repayment of dues to its financial institutions, bankers and government. The Company did not have any outstanding debentures during the year.

ix. The Company did not have any term loans outstanding during the year. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. According to the information and explanations given to us, managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under

Section 406 of the Act. Accordingly, reporting under clause (xii) of the Order is not applicable to the Company.

xiii. According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 177 and 188 of Act, where applicable and the details have been disclosed in the Financial Statements as required by the applicable Indian Accounting Standards.

xiv. During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

xvi. According to information and explanations given to us, the Company is not required to be registered under Section 45 IA of the Reserve Bank of India Act, 1934.

For B S R & Co. LLP For Deloitte Haskins & Sells LLP

Chartered Accountants Chartered Accountants

Firm''''s Registration

No: 101248W/W-100022 Firm''''s Registration No: 117366W/W-100018

Bhavesh Dhupelia Shyamak R Tata

Partner Partner

Membership No: 042070 Membership No: 038320

Mumbai Mumbai

11^th May, 2017 11^th May, 2017

We have audited the accompanying standalone financial statements of
Asian Paints Limited ("the Company"), which comprise the Balance Sheet
as at 31st March, 2016, 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 Standalone 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 and presentation 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
specified 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. 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 31st March, 2016, 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, 2016 ("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
I", 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 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) In 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 standalone 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 31st March, 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2016
from being appointed as a director in terms of Section 164 (2) of the
Act.

(f) With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate Report in "Annexure III" and

(g) 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 24 (a) and
40 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;

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

(Referred to in our report of even date)

i. (a) The Company has maintained proper records showing

full particulars, including quantitative details and

situation of the fixed assets.

(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner,
over a period of three years. In our opinion, this periodicity of
physical verification 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) In our opinion and according to information and explanations given
to us and on the basis of an examination of the records of the Company,
the title deeds of immovable properties are held in the name of the
Company

ii. The inventory, except goods-in-transit and stocks lying with third
parties, have been physically verified by the management during the
year. In our opinion, the frequency of such verification is reasonable.
For stocks lying with the third parties at the year end, written
confirmations have been obtained. The discrepancies noticed on
verification between the physical stocks and the book records were not
material and have been dealt with in books of account.

iii. According to the information and explanations given to us, the
Company has granted an unsecured loan to one wholly owned subsidiary
covered under Section 189 of the Act.

(a) The terms and conditions on which loan has been granted to the
borrower Company covered under Section 189 of the Act is not, prima
facie, prejudicial to the interest of the Company

(b) The principal amount is repayable within two years from the date of
receipt of such loan. The borrower has been regular in paying interest
on loan.

(c) There is no overdue amount of more than 90 days in respect of loan
granted to the party listed in the register maintained under Section
189 of the Act.

iv. In our opinion and according to information and explanations given
to us, the Company has complied with provisions of Section 185 and 186
of the Act in respect of loans, investments, guarantees and security

v. In our opinion and according to the information and explanations
given to us, the Company has not accepted any deposit from the public
in accordance with the provisions of Sections 73 to 76 or any other
relevant provisions of the Act and the rules framed thereunder.
Accordingly, paragraph 3(v) of the Order is not applicable to the
Company.

vi. We have broadly reviewed the books of accounts maintained by the
Company pursuant to the rules prescribed by the Central Government for
the maintenance of cost records under Section 148(1) of the Act and are
of the opinion that prima facie, the prescribed accounts and records
have been made and maintained.

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, Employees'''' State Insurance,
Income Tax, Sales Tax/Value Added Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty and 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, Employees''''
State Insurance, Income Tax, Sales Tax/Value Added Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty and any other material statutory
dues were in arrears as at 31st March, 2016 for a period of more than
six months from the date they became payable.

(b) According to the information and explanations given to us, dues
that have not been deposited by the Company on account of disputes are
mentioned in Annexure II to the report.

viii. In our opinion and according to the information and explanations
given to us, the Company has not defaulted during the year in repayment
of dues to its financial institutions, bankers and government. The
Company did not have any outstanding debentures during the year.

ix. The Company did not have any term loans outstanding during the
year. The Company has not raised money by way of initial public offer
or further public offer (including debt instruments) during the year.

x. According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us,
managerial remuneration has been paid or provided in accordance with
the requisite approvals mandated by the provisions of Section 197 read
with Schedule V to the Act.

xii. According to the information and explanations given to us, the
Company is not a Nidhi Company as prescribed under Section 406 of the
Act. Accordingly, paragraph 3(xii) of the Order is not applicable to
the Company.

xiii. According to the information and explanations given to us, all
transactions with the related parties are in compliance with Section
177 and 188 of Act, where applicable and the details have been
disclosed in the Financial Statements as required by the applicable
accounting standards.

xiv. According to the information and explanations given to us and
based on our examination of the records of the Company, the Company has
not made any preferential allotment or private placement of shares or
fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based
on our examination of the records of the Company, the Company has not
entered into non-cash transactions with directors or persons connected
with him.

xvi. According to information and explanations given to us, the Company
is not required to be registered under Section 45 IA of the Reserve
Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is
not applicable to the Company

(Referred to in our report of even date)

Name of the Nature of dues Financial Year
Statute

Sales Tax Assessment Dues FY. 1994-95 to FY 1999-00,

FY 2000-01 to FY 2015-16

FY 2008-09

FY 1991-92, FY 1993-94,

FY 1996-97 to FY 1999-00,

FY 2000-01 to FY 2012-13

FY 1993-94, FY 1997-98,

FY 2000-01 to FY 2005-06,

FY 2007-08, FY 2009-10 to FY 2014-15

FY 1992-93, FY 1993-94,

FY 2001-02 to FY 2008-09.

Total (A)

Central
Excise Dispute
relating to FY 1981-83, FY 1994-98 and
Act 1944
Excise duty FY 2004-05

FY 1986-87, FY 1992-93 to
FY 1997-98, FY 2000-01,

FY 2004-05 to FY 2007-08 and
FY 2015-16

FY 1992-93 to FY 2015-16

FY 1969-1970 to FY 1972 tol973 and

FY 1998-99 to FY 1999-2000

Total (B)

Income Tax IT matters under A.Y 2012-13
dispute

AY 2011-12

AY 2010-11, AY 2009-10 and
AY 2006-07

Total (C)
Grand Total
(A) (B) (C)


Name of the statute Amount Amount Forum where dispute is
under paid under pending
dispute protest
(Rs. In (Rs. In
Crores) Crores)

Sales Tax 50.00 11.09 First Appellate level

0.31 - Second Appellate level

10.54 4.60 Tribunal

9.08 0.83 High court

2.48 1.46 Supreme Court

72.41 17.98

Central Excise 1.47 Nil Adjudicating authority
Act 1944

1.40 0.07 First Appellate

17.89 1.74 Second Appellate level

0.09 Nil High Court

20.85 1.81

Income Tax 46.51 Nil Assessing officer

29.18 12.50 First Appellate

1.16 1.16 Tribunal

76.85 13.66



For B S R & Co. LLP

Chartered Accountants

Firm''''s Registration No: 101248W/W-100022



Bhavesh Dhupelia

Mumbai Partner

11th May, 2016 Membership No: 042070

We have audited the accompanying standalone financial statements of
Asian Paints Limited ("the Company"), which comprise the Balance
Sheet as at 31st 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 Standalone 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 of 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
specified 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 31st March, 2015, and its profit and its cash flows for the year
ended on that date.

Report on Other Legal and Regulatory Requirements

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 I a
statement on the matters specified in paragraphs 3 and 4 of the said
Order.

As required by Section 143 (3) of the Act, we report 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) In 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 standalone 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 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31st March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.

(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 24 (a) and
40 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;

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

Annexure I to the Independent Auditors'' Report (Referred to in our
report of even date) (i) (a) The Company has maintained proper records
showing full particulars, including quantitative details and situation
of the fixed assets.

(b) The Company has a regular programme of physical verification of its
fixed assets by which all fixed assets are verified in a phased manner,
over a period of three years. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the
Company and the nature of its assets. No material discrepancies were
noticed upon such verification.

(ii) (a) The inventory, except goods-in-transit and stocks lying with
the third parties, have been physically verified by the management
during the year. In our opinion, the frequency of such verification is
reasonable. For stocks lying with the third parties at the year end,
written confirmations have been obtained.

(b) The procedures for the physical verification of inventory followed
by management are reasonable and adequate in relation to the size of
the Company and the nature of its business.

(c) The Company has maintained proper records of inventory The
discrepancies noticed on verification between physical stocks and book
records were not material.

(iii) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to or from
companies, firms or other parties covered in the register required to
be maintained under Section 189 of the Act. Accordingly, 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 with regard
to purchase of inventories and fixed assets and with regard to sale of
goods and services. We have not observed any major weakness in the
internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public in
accordance with the provisions of Sections 73 to 76 of the Act and
rules framed thereunder.

(vi) We have broadly reviewed the books of accounts maintained by the
Company pursuant to the rules prescribed by the Central Government for
the maintenance of cost records under Section 148 (1) of the Act and
are of the opinion that prima facie, the prescribed accounts and
records have been made and maintained.

(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, Employees'' State Insurance,
Income Tax, Sales Tax/ Value Added Tax, Wealth Tax, Service Tax,
Customs Duty, Excise Duty and 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, Employees''
State Insurance, Income Tax, Sales Tax/ Value Added Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty and other material statutory
dues were in arrears as at 31st 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, dues
that have not been deposited by the Company on account of disputes are
mentioned in Annexure II to the report.

(c) According to the information and explanations given to us the
amounts which were required to be transferred to the investor education
and protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules there under has been
transferred to such fund within time

(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 during the year in repayment
of dues to its financial institution and bankers. The Company did not
have any outstanding debentures 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) The Company did not have any term loans outstanding during the
year.

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

(Referred to in our report of even date)

Name of the Statute Nature of dues Financial Year Amount
under
dispute in
(Rs. in
Crores)

Sales Tax Assessment Dues F.Y. 1994-95 to
1999-00, 31.30
F.Y. 2000-01 to
2014-15

F.Y. 2008-09 0.31

F.Y. 1991-92,
FY. 1993-94, 13.94

F.Y. 1996-97 to
1998-00,

F.Y. 2000-01 to
2011-12

F.Y. 1993-94,
F.Y. 1997-98, 1.15

F.Y. 2000-01 to
2005-06,
F.Y. 2007-08

F.Y. 1992-93,
F.Y. 1993-94, 2.48
F.Y. 2001-02
to 2008-09.

Total (A) 49.18

Central Excise Act
1944 Dispute relating F.Y. 1981-83,
F.Y. 1994-98 and 1.47
to Excise duty F.Y. 2004-05

F.Y. 1992-93 to
F.Y. 1997-98, 1.46

F.Y. 2000-01,
F.Y. 2003-04 to
F.Y. 2007-08,
F.Y. 2012-13 and
F.Y. 2014-15

F.Y. 1992-93 to
F.Y. 2011-12 and 6.00
F.Y. 2013-14
F.Y. 1969-73, 0.09

F.Y. 1998-99 to
1999-00

Total (B) 9.02

Income Tax IT matters under A.Y. 2007-08 1.13
dispute

A.Y. 2010-11 and A.Y
2011-12 49.98

A.Y. 2006-07 and A.Y
2009-10 1.03

Total (C) 52.14

Grand Total 110.34
(A) (B) (C)


Name of the Statute Amount Forum where dispute
paid under is pending
protest(Rs.
in Crores)

Sales Tax 9.69 First Appellate level

- Second Appellate level
5.49 Tribunal

0.52 High court

1.46 Supreme Court
17.16

Central Excise Act 1944 Nil Adjudicating authority
0.04 First Appellate

1.74 Second Appellate level
Nil High Court
1.78

Income Tax Nil Assessing officer

12.64 First Appellate

1.03 Tribunal

13.67

32.61

For B S R & Co. LLP
Chartered Accountants
Firm''s Registration No.: 101248W/W-100022

Bhavesh Dhupelia
Partner

Membership No: 042070
Mumbai
18th May, 2015