making sustainable living commonplace

ANNUAL REPORT 2014-15SUBSIDIARY COMPANIES

MAKINGSUSTAINABLE

LIVINGCOMMONPLACE

01 Unilever India Exports Limited36 Unilever Nepal Limited57 Lakme Lever Private Limited88 Pond’s Exports Limited116 Daverashola Estates Private Limited126 Jamnagar Properties Private Limited136 Levers Associated Trust Limited146 Levindra Trust Limited156 Hindlever Trust Limited166 Hindustan Unilever Foundation178 Bhavishya Alliance Child Nutrition Initiatives190 Information as per Section 197

CONTENTS

Unilever India Exports Limited 1Annual Report 2014-15

DIRECTORS’ REPORT

Unilever India Exports Limited

DIRECTORS AUDITORS REGISTERED OFFICE

Pradeep Banerjee - DirectorGeetu Verma - DirectorGirish Anantharaman - DirectorV. Kannan - Independent DirectorNikhilesh Panchal - Independent Director

M/s. B S R & Co. LLP Unilever House B. D. Sawant Marg Chakala, Andheri (East) Mumbai - 400 099.

To the Members,

Your Company’s Directors are pleased to present the 51st Annual Report of the Company along with Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. lakhs)

For the year ended 31st March, 2015


Revenue from operations, net of excise 93,246.16 1,03,046.14Profit before exceptional items and tax 14,773.83 21,196.05Profit for the year 9,904.23 15,184.79Dividend (including tax on distributed profits) (7,019.57) (5,849.75)Transfer to General Reserve – (1,518.48)Profit and Loss Account balance carried forward 25,401.04 22,516.38

OPERATIONAL REVIEWYour Company continues to operate through two units, one focused on driving cross border sourcing of Fast Moving Consumer Goods (FMCG) products to other Unilever companies across the world and the other on developing overseas markets by driving distribution of ethnic brands among the Indian diaspora in international markets. There has been major focus on increasing business through expansion in white spaces and launching Indian heritage brands like Pears and Taj Mahal into new geographies. Your Company continued to invest behind Brand Building and work closely with Unilever team which has helped establish relations with large global distributors to make inroads in new geographies and channels. This year saw a good growth in locally developed brands, such as Kissan, BRU, Brooke Bond, Lakmé & Pears through leveraging Unilever expertise in developing brands.

Home Care and Personal Care segment of the business has witnessed a stable year, driven primarily by Hair Care, Personal Wash and Color Cosmetics. Brands like Pears have registered healthy growth in the focused markets through strong advertising and activation support.

Foods and Beverages segment of the business witnessed a decline in current year. Instant Tea / Packet Tea and premix sales remained steady however, the tea bag exports faced challenges with some volumes moving to manufacturing sites closer to the source of demand within the Unilever network. There are robust growth plans in place to mitigate the loss of volumes.

Your Company showed a decline in profitability due to lower volumes in high profitable segments and on account of currency depreciation. Your Company continued to focus on cost saving measures to optimize the business performance and generate funds for growth.

Your Company continues to receive support from the holding Company, Hindustan Unilever Limited, to drive growth of exports business.

DIVIDENDDuring the year, the Board of Directors of your Company declared two interim dividends of Rs. 67.23 and Rs.134.45 per equity share of face value of Rs.10/- each in their Board Meetings held on

11th August, 2014 and 22nd September, 2014 respectively. The total dividend paid during the financial year amounts to Rs. 201.68 per equity share of face value of Rs.10/- each and will absorb Rs. 7019.57 Lakhs including Dividend Distribution Tax of Rs. 1019.68 Lakhs.

DIRECTORSMs. Geetu Verma was appointed as an Additional Director of the Company with effect from 22nd September, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, she would hold office till the date of the forthcoming Annual General Meeting.

Mr. Girish Anantharaman was appointed as the Whole–time Director of your Company with effect from 22nd September, 2014, after obtaining requisite approvals of the Members. Consequent to the completion of his secondment in the Company, Mr. Girish Anantharaman ceased to be Whole–time Director of the Company. Accordingly, the designation of Mr. Girish Anantharaman has changed from Whole Time Director to Non-Executive Director with effect from 29th April, 2015, eligible for re - appointment as a Director.

The Board of Directors of your Company had appointed Mr. V. Kannan and Mr. Nikhilesh Panchal as Independent Directors on the Board with effect from 30th March, 2015. In accordance with the provisions of Section 161 of the Companies Act, 2013, Mr. V. Kannan and Mr. Nikhilesh Panchal shall hold office upto the date of the forthcoming Annual General Meeting and are eligible to be appointed as Independent Directors. The Company has received notice along with the requisite deposit, under Section 160 of the Companies Act, 2013 from Hindustan Unilever Limited as a Member signifying its intention to propose the candidature of Ms. Geetu Verma, Mr. Girish Ananthraman as Directors and Mr. V. Kannan and Mr. Nikhilesh Panchal as Independent Directors of the Company at the forthcoming Annual General Meeting.

During the year, Mr. Sridhar Ramamurthy, Mr. Dev Bajpai, Mr. Hemant Bakshi and Mr. BP Biddappa resigned from the Board of Directors of your Company. The Board placed on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

Unilever India Exports Limited2

The Independent Directors have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

The Independent Directors have been familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and business model of the Company.

In accordance with Article 116 of the Articles of Association of the Company and the Companies Act, 2013, all the Directors of the Company retire by rotation at every Annual General Meeting and accordingly, Mr. Pradeep Banerjee retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

BOARD MEETINGSThe Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board businesses. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions by circulation, as permitted by law, which are confirmed at the next Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the financial year ended 31st March, 2015, six Board meetings were held on 25th April, 2014, 11th August, 2014, 22nd September, 2014, 26th November, 2014, 23rd March, 2015 and 30th March, 2015. The interval between any two meetings was well within the maximum allowed gap of 120 days.

COMMITTEES OF THE BOARDIn line with the requirements of law, your Company has constituted two new Board Committees, viz. Nomination and Remuneration Committee and Corporate Social Responsibility Committee during the year. Your Company has in place all the Statutory Committees required under law.

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with the specific areas / activities which concern the Company and need a closer review. The Board Committees are set up under formal approval of the Board to carry out clearly defined roles. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all Committees are placed before the Board for review.

The Board has currently the following Committees:

AUDIT COMMITTEEIn accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee of your Company was reconstituted during the year with Mr. Nikhilesh Panchal, Independent Director as Chairman and Mr. V. Kannan and Mr. Girish Anantharaman as its Members. During the year, Mr. Dev Bajpai, Mr. Hemant Bakshi, Mr. BP Biddappa, Mr. Pradeep Banerjee and Ms. Geetu Verma ceased to be the Members of the Committee.

The Audit Committee performs the following functions:

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Reviewing and monitoring the Auditor’s independence and performance and effectiveness of audit process;

• Examination of financial statements and the auditor’s report thereon;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Scrutiny of inter – corporate loans and investments;

• Valuation of undertakings and assets of the Company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and related matters.

The minutes of each Audit Committee meeting are placed at the subsequent meeting of the Board.

The Audit Committee met five times during the financial year ended 31st March, 2015 on 25th April, 2014, 11th August, 2014, 22nd September, 2014, 26th November, 2014 and 23rd March, 2015.

NOMINATION AND REMUNERATION COMMITTEEIn accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee was constituted during the year. The Nomination and Remuneration Committee is currently headed by Mr. Pradeep Banerjee and has Ms. Geetu Verma, Mr. V. Kannan and Mr. Nikhilesh Panchal as its Members. During the year, Mr. Dev Bajpai, Mr. Hemant Bakshi, Mr. BP Biddappa and Mr. Girish Anantharaman ceased to be Members of the Committee.

The Nomination and Remuneration Committee performs the following functions:

• Determine / Recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board

• Determine the criteria for appointment including qualifications, positive attributes and independence of a Director;

• Identify candidates who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal;

• Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc;

• Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria;

• Determine policy on service contracts, notice period, severance fees for Directors and Senior Management

• Recommend to the Board a policy in relation to the remuneration for the Directors, Key Managerial Personnel and other employees;

• Carry out evaluation of performance of each Director and performance of the Board as a whole.

The minutes of each Nomination and Remuneration Committee meeting are placed at the subsequent meeting of the Board.


The Nomination and Remuneration Committee met twice during the financial year ended 31st March, 2015 on 17th September, 2014 and 30th March, 2015.

BOARD MEMBERSHIP CRITERIAThe Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the Company follows a defined criteria for identification, screening, recruiting and recommending candidates for election as a Director on the Board. The criteria for appointment to the Board include:

• composition of the Board which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a Public Company.

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with requirements of the law;

• professional qualifications, expertise and experience in specific area of business;

• balance of skills and expertise in view of the objectives and activities of the Company;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Company’s values, such as integrity, honesty, transparency, pioneering mindset.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEEIn accordance with the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Committee was constituted during the year. The Corporate Social Responsibility Committee is currently headed by Mr. V. Kannan, Independent Director and has Mr. Pradeep Banerjee, Ms. Geetu Verma and Mr. Nikhilesh Panchal as its Members. During the year, Mr. Dev Bajpai, Mr. Hemant Bakshi, Mr. BP Biddappa and Mr. Girish Anantharaman ceased to be the Members of the Committee.

The Corporate Social Responsibility Committee performs the following functions:

• Formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

• Determine the amount to be expended towards the CSR activities subject to the minimum limits prescribed by the Act i.e. two percent of the average net profits of the Company made during the three immediately preceding financial years, pursuant to the CSR Policy;

• Recommend the amount of expenditure to be incurred on the activities as per the CSR Policy;

• Monitor the CSR Policy of the Company from time to time;

• Perform such other functions as may be necessary under any statutory or other regulatory requirements to be performed by the Committee and as delegated by the Board from time to time.

The minutes of each Corporate Social Responsibility Committee meeting are placed at the subsequent meeting of the Board.

The Corporate Social Responsibility Committee met twice during the financial year ended 31st March, 2015 on 26th November, 2014 and 23rd March, 2015.

Annual Report on Corporate Social Responsibility activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as an Annexure to this Report.

RELATED PARTY TRANSACTIONSAll Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm’s Length basis. In terms of Section 134(3)(h) of the Companies Act, 2013, the details of contracts / arrangements entered into with Related Parties are provided in Form AOC-2 as an Annexure to this Report.

RESPONSIBILITY STATEMENTThe Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PERSONNELDisclosures with respect to remuneration of employees as per Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015 have been appended hereto as an Annexure to this Report.

REWARD POLICYThe Reward philosophy of the Company is to provide market competitive total reward opportunity that has a strong linkage to and reinforces the performance culture of the Company, the intent being to ensure that the principles of reward philosophy are followed in entirety, thereby facilitating the Company to recruit and retain the best talent. The ultimate objective is to gain competitive advantage by creating a reward proposition that inspires employees to deliver Company’s promise to consumers and the world and achieve superior operational results.

The guiding principles for Company’s reward policies / practices, which are applicable for Directors and all employees of the Company, are as follows:

1. Open, Fair, Consistent and Explainable: increase transparency and ensure fairness and consistency in Reward framework.

2. Insight and Engagement: make Reward truly relevant to the employees by using leading edge tools that helps the Company ‘hear’ how employees feel about their Reward.


3. Innovation: continuously improve Company’s Reward through innovations based on insight, analytics and Unilever’s expertise.

4. Simplicity, Speed and Accuracy: simplify reward plans and processes and deliver the information employees need quickly, clearly and efficiently.

5. Business Results: Company’s business results are the ultimate test of whether Reward solutions are effective and sustainable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThe details relating to Loans, Guarantees and Investments are provided in the Notes to Financial Statements.

DEPOSITSThe Company has not accepted any public deposits under Chapter V of Companies Act, 2013 during the year.

ANNUAL RETURN EXTRACTExtract of Annual Return in Form MGT-9 under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.

DECLARATIONS AND CONFIRMATIONSThe Company has adequate internal financial control system in place which operates effectively. According to the Directors of your Company, elements of risks that threaten the existence of your Company are very minimal. Hence, no separate Risk Management Policy is formulated.

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

SECRETARIAL AUDITYour Company had appointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries to carry out Secretarial Audit for the year 2014-15. The detailed report on the same is appended as an Annexure to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company.

AUDITORSM/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the last Annual General Meeting for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENTAs per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC), designating an external independent member as a Chairperson of the Committee, which was beyond the requirement of law. During the year, no complaints with allegations of sexual harassment were filed with the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are given below:

Conservation of energyYour Company strives cautiously to conserve energy by adopting innovative measures to change to eco friendly and cheaper fuels, reducing wastage and optimizing consumption. Some of the specific measures undertaken are listed below :

• Replacement of fuels from HSD and FO of Steam Boilers and Hot Air Generators with Bio Mass, eco-friendly fuel

• Putting upgraded technology in Utilities Area – Air Compressors, Chillers, Vacuum Pumps.

• Installation of Variable Frequency Drives for power optimisation where loads are varying

• Installation of Energy efficient lighting on the Shop floors

• Installation of Energy Efficient Pumps and heat recovery systems

• Recovery of Condensate and recovering heat and water in the process plant

Above key measures have delivered significant savings in power and fuel to your Company and the journey of your Company on the effective utilization of energy conservation continues.

There was no capital investment made on energy conservation equipments during the year under review.

Technology AbsorptionThe Company maintains interaction with Unilever internationally. This is facilitated through well co-ordinated management exchange programme. The programme includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific research based on hypothesis testing and experimentation which leads to new / improved / alternative technologies; support the development of launch ready product formulation based on research and implementation of the launch ready product formulations in specific markets.

Your Company is receiving support and guidance from Hindustan Unilever Limited and Unilever to drive functional excellence in marketing, supply management, media buying and IT, among others, which helps your Company in product improvement, cost reduction, product development / import substitution as also to remain competitive and further step-up its overall business performance Unilever is committed to ensuring that the support in terms of new products, innovations, technologies and services is commensurate with the needs of your Company and enables it to win in the marketplace.

There was no expenditure incurred on Research and Development during the year under review.


Details of foreign exchange earnings and outgo as per the Companies Act 2013, are given below. (Rs. in lakhs)



I Earnings 91,622.01 99,333.68II Outgo 16,530.67 16,204.45

SAFETY, HEALTH, ENVIRONMENT AND QUALITYThe Company is committed to excellence in safety, health, environment and quality management. It accords the highest priority to the health and safety of its employees, customers and other stakeholders as well as to the protection of the environment. The management of the Company is strongly focused on continuous improvement in these areas which are fundamental to the sustainable growth of the Company.

ACKNOWLEDGEMENTSThe Directors take this opportunity to thank all the stakeholders for their support and co-operation.

On behalf of the Board

Date : 29th April, 2015

Pradeep Banerjee Director(DIN : 02985965)

Girish AnantharamanDirector(DIN: 06968479)

Annexure to the Directors’ Report Annual Report on Corporate Social Responsibility [Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014)]

1. Brief Outline of the Company’s CSR policy, including overview of projects or programmes proposed to be undertaken Water Conservation Projects: According to the estimates, by 2030, the supply of water in India will be half its demand. To understand and

partake in meeting this challenge, Hindustan Unilever Limited (HUL), the holding Company set up Hindustan Unilever Foundation (HUF), a not - for - profit Company, in 2010 that anchors various community development initiatives of HUL and its subsidiaries / group Companies, including your Company. HUF supports national priorities for socio-economic development, through its Water for Public Good programme. HUF along with its partners has initiated 18 projects in more than 4,000 villages of 82 districts in 13 states located across 13 river basins in India since inception. The collective action of HUF and its partners has helped in the creation of cumulative water potential of nearly 100 billion litres.

– Reference of the Web-link of CSR Policy – N.A

2. Composition of the CSR Committee The Corporate Social Responsibility Committee comprises Mr. V. Kannan as the Chairman and Mr. Pradeep Banerjee, Ms. Geetu Verma and

Mr. Nikhilesh Panchal as Members of the Committee.

(Rs. lakhs)3. Average Net Profit of the company for last 3 financial years 16,725.434. Prescribed CSR Expenditure 334.515. Details of CSR spent during the financial year 2014-15

a) Total amount to be spent for the financial year : 334.51b) Total amount spent for the financial year :

(2% of the Average Net Profit) 334.51c) Amount unspent, if any : Nil Nil

d) Manner in which the amount was spent during the financial year is detailed below.

Sr. No.

CSR project Sector in which the Project is

covered

Projects / ProgramsCoverage

Amount outlay

(budget)

Amount spent on the project/programs

Cumulative expenditure upto to 31st March, 2015

Amount spent:Direct / through

implementing agencyDirect

expenditure Overheads

1. Water Conservation

Note 1 PAN India 334.51 221.34 113.17 334.51 Implementing Agencies(DHRUVA, BAIF Institute for Rural Development, MITTRA, PARMARTH and SAHJEEVAN)TOTAL 334.51 221.34 113.17 334.51

Note 1: ensuring environmental sustainability, ecological balance, protection of flaura and fauna, animal welfare, agro forestry, conservation of natural resources and maintaining quality of soil, air and water.


6 CSR Committee Responsibility Statement

The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company are in compliance with the CSR objectives and CSR Policy of the Company.


Mumbai, 29th April, 2015

V. Kannan Chairman, CSR Committee(DIN : 07031155)

Pradeep BanerjeeDirector(DIN : 02985965)

I. REGISTRATION AND OTHER DETAILS

i) CIN : U51900MH1963PLC012667

ii) Registration Date : 26th June, 1963

iii) Name of the Company : Unilever India Exports Limited

iv) Category / Sub-Category of the Company : Public Company/ Company having Share Capital

v) Address of the Registered office and contact details : Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai – 400099Telephone No : 022 39832532 E - mail : [email protected]

vi) Whether listed Company : No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

Sl. No.

Name and Description ofmain products

NIC Code of theProduct

% to total turnover of the Company

1. Cosmetics 20237 372. Tea 10791 263. Soaps 20231 21

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.No.

Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate

% of shares held Applicable Section

1. Hindustan Unilever Limited Unilever House B. D. Sawant Marg, Chakala, Andheri (East) Mumbai - 400 099.

L15140MH1933PLC002030 Holding Company

99.99 2(46)

Form No. MGT-9(As on the Financial Year ended on 31st March, 2015)

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

Annexure to the Directors’ Report Extract of Annual Return

mailto:[email protected]


IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

i) Category-wise Shareholding

Category ofShareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Changeduring

the yearDemat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters1. Indian – Bodies Corporates - 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.002. Foreign - - - - - - - - -Total shareholding of Promoter

- 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.00

B. Public Shareholding - - - - - - - - -C. Shares held by Custodian

for GDRs & ADRs- - - - - - - - -

Grand Total (A+B+C) - 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.00

ii) Shareholding of Promoters

SlNo.

Shareholder’sName

Shareholding at the beginning of the year Shareholding at the end of the year %change in

Shareholding during the

year

No. of Shares

% of Shares total Shares

of the Company

% of Shares pledged /

encumbered to total shares

No. of Shares

%of total Shares of the

Company



1 Hindustan Unilever Limited

29,74,994 99.99 NIL 29,74,994 99.99 NIL 0.00

2 Levers Associated Trust Limited

1 0.00 NIL 1 0.00 NIL 0.00

3. Ajay Lalvani j/w Hindustan Unilever Limited

1 0.00 NIL 1 0.00 NIL 0.00

4. BP Biddappa j/w Hindustan Unilever Limited

1 0.00 NIL 1 0.00 NIL 0.00

5. Ritesh Tiwari j/w Hindustan Unilever Limited

1 0.00 NIL 1 0.00 NIL 0.00

6. Dev Bajpai j/w Hindustan Unilever Limited

1 0.00 NIL 1 0.00 NIL 0.00

7. R. Sridhar j/w Hindustan Unilever Limited

1 0.00 NIL 0 0.00 NIL 0.00

8. Hindustan Unilever Limited j/w P. B. Balaji

0 0.00 NIL 1 0.00 NIL 0.00

Total 29,75,000 100 NIL 29,75,000 100 NIL 0.00


iii) Change in Promoters’ Shareholding

Sl.No.

Name of Shareholders Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares


1. R. Sridhar j/w Hindustan Unilever LimitedAt the beginning of the year

Sold on 11.08.2014At the End of the year

110

0.000.000.00

100

0.000.000.00

2. Hindustan Unilever Limited j/w P. B. BalajiAt the beginning of the year

Purchased on 11.08.2014At the End of the year

011

0.000.000.00

011

0.000.000.00

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Not applicable

v) Shareholding of Directors and Key Managerial Personnel The Directors of the Company did not hold any shares in the Company during the financial year ended 31st March, 2015. There are no

Key Managerial Personnel in the Company.

V. INDEBTEDNESS The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2014 – 15.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager(Rs. Lakhs)

Sl.No.

Particulars of Remuneration Mr. Girish Anantharaman, Whole-time Director

1. Gross salarya. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961.b. Value of perquisites u/s 17(2) Income-tax Act, 1961.c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961.

116.6157.53

-2. Stock Option -3. Sweat Equity -4. Commission -

Total (A) 174.14*Ceiling as per the Act Rs.746.34 (being 5% of Net Profits of the Company calculated as per Section

198 of the Companies Act, 2013)

* amount provided is for whole year, however, remuneration as a Whole-time Director is with effect from 22nd September, 2014

B. Remuneration to other Directors Directors other than the Whole-time Director did not receive any remuneration from the Company.

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD The Company is not required to appoint Key Managerial Personnel.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES There were no penalties / punishment / compounding of the offences for breach of any Section of Companies Act against the Company or

its Directors or other officers in default, if any, during the year.On behalf of the Board

Pradeep Banerjee Girish AnantharamanMumbai : 29th April, 2015 Director

[DIN: 02985965]Director [DIN: 06968479]


(Rs. Crores)

Name of Related Party Nature of relationship Nature of contract* Amount

Hindustan Unilever Limited Holding Company Sale of Fixed Assets 0.05Sale of Raw materials, Semi-finished & Finished goods 13.26Sale of DEPB and other licences 16.73Rent Received 0.12Purchase of raw materials, semi-finished and finished goods 296.19Expenses 13.71

Unilever Asia Private Limited Fellow Subsidiary Sale of Semi-finished & Finished goods 146.85Unilever Gulf Free Zone Establishment

Fellow Subsidiary Sale of Semi-finished & Finished goods 164.43

* All transactions are in the Ordinary Course of Business and at Arm’s Length basis and transactions other than Sale of Fixed Assets are of on-going nature. All transactions are placed before the Audit Committee of the Company. The terms of these transactions are governed by the respective agreements/terms of purchase.



[DIN: 02985965]Director [DIN: 06968479]

Form AOC–2(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and

Rule 8(2) of the Companies (Accounts) Rules, 2014)

Annexure to the Directors’ Report


Disclosure of remuneration of employees under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name Remuneration receivedAge Qualification Date of employment Designation /

Nature of dutiesGross (Rs.) Net (Rs.) Experience Last

employmentGirish Anantharaman* 44 PGDBM

(Manufacturing & Supply Chain)

29.08.2011 General Manager, Foods & Refreshments

1,74,13,364 1,15,25,485 18 Bhabha Atomic Research Centre

Manish Bajoria** 33 Associate Chartered Accountant

25.09.2006 Senior Commercial Manager, Exports

25,58,971 19,30,945 9 Tata Steel


To,The Members,Unilever India Exports LimitedCIN :U51900MH1963PLC012667Unilever House, B. D. Sawant Marg,Chakala, Andheri (East)Mumbai - 400099.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Unilever India Exports Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances/Board Processes for expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year

ended 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) are

Form No. MR-3

Annexure to the Directors’ Report Secretarial Audit Report



employmentRajneesh Verma 46 B. Com 19.11.1990 Business

Development Head - UI

66,15,936 48,29,435 24 -

* became a Whole-time Director with effect from 22nd September, 2014** employed for only part of the year- Remuneration Received Gross includes salary, allowances, commission, performance linked variable pay disbursed, taxable value of perquisites and Company’s

contribution to provident fund. Remuneration Received Net includes Gross Remuneration less income tax, profession tax and employees contribution to provident fund.

- Remuneration excludes provision for / contributions to pension, gratuity and leave encashment, special awards, payments made in respect of earlier years including those pursuant to settlements during the year, payments made under voluntary retirement schemes and stock options granted. However contributions to pension in respect of employees who have opted for contribution defined scheme has been included

- Nature of employment is contractual for employees - Other terms and conditions as per Company’s Rules - None of these employees is related to any Director of the Company. - None of the employees is covered under Rule 5(3)(viii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of Section 197 of

the Companies Act, 2013



[DIN: 02985965]Director [DIN: 06968479]


not applicable as the securities of the Company are not listed on any Stock Exchange:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 /Securities And Exchange Board Of India (Share Based Employee Benefits) Regulations,2014 (Effective 28th October 2014);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

v. The laws as are applicable specifically to the Company are as under:

1. The Hazardous Wastes (Management & Handling) Rules 1989;

2. The Insecticide Act 1968;

3. The Drugs & Cosmetics Act, 1940;

4. The Legal Metrology Act,2009;

5. Legal Metrology (Packaged Commodities) Rules 2011;

6. Food Safety and Standards Act,2006 and Rules 2011 with allied rules and Regulations;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India – ICSI had issued Secretarial Standards numbering 1 to 10 with reference to the provisions of the Companies Act, 1956 which were recommendatory in nature and management had voluntarily decided to adhere to them. During the period under review ICSI had not issued Standards corresponding with reference to the provisions of the Companies Act, 2013; nonetheless, the management had decided to continue to adhere to Standards issued earlier.

(ii) The Listing Agreements entered into by the Company- [Not applicable as the Company is not listed on any Stock Exchange].

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that: -

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all Directors to schedule the Board Meetings(including committees), agenda and detailed notes on agenda were sent generally seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that on review of compliance mechanism established by the Company and on the basis of representation made by the management and taken on record by the Board of Directors at their meeting, we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines;

• as informed the Company has responded to notices for demands, claims, penalties etc levied by various statutory / regulatory authorities and initiated actions for corrective measures, wherever necessary.

We further report that during the audit period, there are no specific events/ actions having a major bearing on the Company’s affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc, referred to above.

For S. N. ANANTHASUBRAMANIAN & CO

S N AnanthasubramanianFCS No.4206C P No. 1774

Thane 29th April, 2015


INDEPENDENT AUDITORS’ REPORTTo the Members of Unilever India Exports Limited

Report on the Financial StatementsWe have audited the accompanying financial statements of Unilever India Exports Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended on that date, and a summary of the significant accounting policies and other explanatory information.Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors are responsible for the matters stated in sub section 5 of Section 134 of the Companies Act, 2013 (“the Act”) with respect to the preparation of these 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.Auditors’ ResponsibilityOur responsibility is to express an opinion on these 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 there under.We conducted our audit in accordance with the Standards on Auditing specified under sub section 10 of Section 143 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 financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its profit and its cash flows for the year ended on that date.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the

Order’) issued by the Central Government of India in exercise of power conferred by sub section 11 of section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by sub section 3 of Section 143 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 financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the Directors as on 31 March 2015 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March 2015 from being appointed as a Director in terms of sub section 2 of Section 164 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:

(g) The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 21 to the financial statements;

(h) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses – Refer Note 22 to the financial statements; and

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

For B S R & Co. LLPChartered AccountantsFirm’s Registration No: 101248W/W-100022

Akeel MasterPartner

Mumbai : 29th April 2015 Membership No: 046768


Annexure to the Independent Auditors’ Report - 31 March 2015With reference to the Annexure referred to in our report for the even date, we report that:

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of 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 two years. In accordance with this programme, certain fixed assets of the Company were physically verified by the management during the year. 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.

(ii) (a) The inventory, except goods-in-transit, has 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.

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

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

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(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 sale of goods and services. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weakness in internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of sections 73 of the Act and the rules framed there under.

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records Section 148(1) of the Act for the activities carried out by the Company.

(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, Wealth tax, Service tax, Customs duty, Excise duty, Value added tax, Cess, Superannuation fund, Professional tax and other

material statutory dues have 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, Superannuation fund, Wealth tax, Employees’ State Insurance, Professional tax, Income-tax, Sales tax, Value added tax, Customs duty, Excise duty and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Wealth tax, Sales tax, Value added tax, Service tax, Customs duty, Excise duty and Cess which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned in Annexure I to this report.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no amount which required to be transferred to Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder, accordingly the provision of clause 3(vii c) of the Order is not applicable to the Company.

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

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

(x) 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.

(xi) In our opinion and according to the information and explanations given to us, the Company has not raised any term loans, accordingly the provisions of clause 3(xi) are not applicable.

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

For B S R & Co. LLPChartered AccountantsFirm’s Registration No: 101248W/W-100022

Akeel MasterPartner

Mumbai : 29th April 2015 Membership No: 046768


Annexure to the Independent Auditors’ Report - 31 March 2015Annexure I

Name of the statute Nature of dues Amount (Rs. in lakhs)

Period to which the amount relates

Forum where the dispute is pending

Excise duty Excise duty Including Interest and penalty, if applicable

10.54 2004-2005 Commissioner Appeal

Excise duty Excise duty Including Interest and penalty, if applicable

30.07 2007-2008 High Court

Custom Duty Custom Duty, Including Interest and penalty, if applicable

698.19 2005-2013 Commissioner appeal.


99.31 2007-2008 Deputy Commissioner appeal.


381 2011-2012 Supreme Court


28 2004 Tribunal

Income Tax Income tax , Including Interest and penalty, if applicable


Sales Tax Sales Tax, Including Interest and penalty, if any.



Note As at31st March, 2015

As at31st March, 2014

EQUITY AND LIABILITIES

Shareholders' fundsShare capital 3 297.50 297.50 Reserves and surplus 4 37,831.87 35,034.07

Non-current liabilitiesOther long-term liabilities 5 74.00 111.00 Long-term provisions 6 3,208.42 5,329.58

Current liabilitiesTrade payables 7 15,099.38 16,929.50 Other current liabilities 8 931.54 1,703.75 Short-term provisions 9 74.30 75.07

TOTAL 57,517.01 59,480.47

ASSETS

Non-current assetsFixed assets

Tangible assets 10 6,956.22 7,335.36 Capital work-in-progress 351.01 228.85

Non-current investments 11 28.90 28.90 Deferred tax asset (net) 12 151.31 1,739.55 Long-term loans and advances 13 1,503.49 859.55 Other non-current assets 14 2.27 2.35 Current assets

Current investments 15 4,850.38 - Inventories 16 14,051.17 9,616.94 Trade receivables 17 19,221.31 17,096.78 Cash and bank balances 18 6,168.28 20,930.40 Short-term loans and advances 19 2,528.91 1,421.04 Other current assets 20 1,703.76 220.75

TOTAL 57,517.01 59,480.47 Significant accounting policies 2 Contingent liabilities, capital and other commitments 21, 22

The accompanying notes are an integral part of these financial statements

BALANCE SHEETAs at 31st March, 2015

(All amounts in Rs. lakhs, unless otherwise stated)

As per our report of even date

For B S R & Co. LLPFirm Registration No. 101248W/W - 100022Chartered Accountants

Akeel MasterPartnerMembership No. 046768

Mumbai : 29th April, 2015

For and on behalf of Board of Directors

Girish Anantharaman Pradeep BanerjeeDirector Director[DIN: 06968479] [DIN: 02985965]










Note Year ended31st March, 2015

Year ended 31st March, 2014

REVENUE FROM OPERATIONS (GROSS) 23 93,247.64 1,03,047.75

Less: Excise duty (1.48) (1.61)

Revenue from operations (net) 93,246.16 1,03,046.14

Other income 24 5,758.40 2,745.77

TOTAL REVENUE 99,004.56 1,05,791.91

EXPENSES Cost of materials consumed 25 32,109.26 39,465.68

Purchases of stock-in-trade 26 33,771.33 26,253.37 Changes in inventories of finished goods

(including stock-in-trade) and work-in-progress 27 205.77 (487.06)

Employee benefits expenses 28 3,601.80 3,777.37

Finance costs 29 1.88 87.38

Depreciation expenses 30 1,061.94 968.87

Other expenses 31 13,478.75 14,530.25

TOTAL EXPENSES 84,230.73 84,595.86

Profit before exceptional items and tax 14,773.83 21,196.05

Exceptional items 32 684.93 1,005.92

Profit before tax 15,458.76 22,201.97

Tax expenses

Current tax 33 (4,004.80) (8,369.00)

Deferred tax credit/(charge) 34 (1,588.26) 1,351.82

Tax adjustments of previous year (net) 33 38.53 -

PROFIT FOR THE YEAR 9,904.23 15,184.79

Earnings per equity share

Basic and diluted (Face value of Rs. 10 each) 35 332.92 510.41

Significant accounting policies 2

Other notes 36 - 51

The accompanying notes are an integral part of these financial statements.

STATEMENT OF PROFIT AND LOSSFor the year ended 31st March, 2015





A CASH FLOW FROM OPERATING ACTIVITIES:Profit before exceptional items and tax 14,773.83 21,196.05 Adjustments for: Depreciation expenses 1,061.94 968.87 Unrealised foreign currency losse 47.46 244.37 Net gain on sale of investments (54.85) (4.20) Interest income (794.68) (1,460.22) Dividend income (395.53) (82.99) Interest expense 1.88 87.38 Old balances written off 782.21 - Provision for sales tax written back (938.54) - Liabilities no longer payable written back (413.84) (1,174.55)

(703.95) (1,421.34)Cash Generated from operations before working capital changes 14,069.88 19,774.71 Adjustments for:

(Increase)/decrease in trade receivables (1,870.35) (3,761.69)(Increase)/decrease in short-term loans and advances (1,107.87) 396.34 (Increase)/decrease in other current assets (1,530.21) - (Increase)/decrease in long-term loans and advances (52.70) (27.74)Increase/(decrease) in trade payables (1,561.58) (3,444.92)Increase/(decrease) in long-term provisions (2,131.87) 10.41 Increase/(decrease) in short-term provisions - 3,424.87 Increase/(decrease) in other current liabilities 58.92 1,399.26 Increase/(decrease) in other long-term liabilities (37.00) 114.00 (Increase)/decrease in inventories (4,434.23) 1,063.80

(12,666.89) (825.67)Cash generated from operations 1,402.99 18,949.04

Taxes paid (net of refunds) (4,551.68) (7,773.29)Cash flow before exceptional items (3,137.98) 11,165.68 Exceptional items

Increase/(decrease) in liabilities for retirement benefits arising from changes in actuarial assumption 10.70 (10.07)

Net cash (used in)/generated from operating activities - [A] (3,137.98) 11,165.68 B CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of tangible assets (1,595.24) (643.85)Sale proceeds of tangible assets 28.50 41.67 Purchase of current investments (1,94,493.28) (58,642.99)Sale proceeds of current investments 1,89,697.73 62,907.19 Investment in bank deposits (having original maturity more than 3 months) 3,000.00 (400.00)Investment in bank deposits (having original maturity more than 12 months) 0.08 (1.27)Interest received 841.88 1,504.83 Dividend received 395.53 82.99

Net cash from investing activities before exceptional items (2,124.79) 4,848.58 Exceptional : Consideration received on disposal of unused land and building (including residential properties) 684.92 1,203.77 Net cash (used in)/generated from investing activities - [B] (1,439.88) 6,052.34

CASH FLOW STATEMENTFor the year ended 31st March, 2015





C CASH FLOW FROM FINANCING ACTIVITIES: Dividends paid (5,999.89) (8,986.50) Dividend distribution tax (1,019.68) (1,496.46) Interest paid (1.88) (6.38) Book overdrafts availed/(repaid), etc (net) (162.82) 438.09 Net cash (used in)/generated from financing activities - [C] (7,184.27) (10,051.25)Net (decrease)/increase in cash and cash equivalents - [A+B+C] (11,762.12) 7,166.77 Cash and cash equivalents at the beginning of the year 15,930.40 8,763.63 Cash and cash equivalents at the end of the year 4,168.28 15,930.40

Cash and cash equivalent comprise of: Cash on hand 3.45 3.59 Cheques on hand 35.00 - Balances with banks

Balance with scheduled banks - current account 929.83 526.81 Bank deposits (having original maturity of less than three months) 3,200.00 15,400.00

4,168.28 15,930.40



Notes:

(i) The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), ‘Cash Flow Statements’.

(ii) Cash comprises of cash on hand, balances in current accounts and deposits with banks. cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

(iii) Figures in brackets indicate cash outgo.

(iv) The previous year’s figures have been regrouped/restated wherever necessary to conform to this year’s classification.









1 COMPANY INFORMATIONUnilever India Exports Limited (the ‘Company’) is a wholly owned subsidiary of Hindustan Unilever Limited (HUL). The Company (bearing CIN number U51900MH1963PLC012667) has various manufacturing plants in India and primarily exports consumer goods, Home care, Personal care, Food and beverages across the world.

2 SIGNIFICANT ACCOUNTING POLICIES

2.1. Basis for preparation of accountsThese financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These financials statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. All assets and liabilities have been classified as current or non-current as per the criteria set out in Schedule III of the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.

2.2 Use of estimates The preparation of the financial statements in conformity with the generally accepted accounting principles requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

2.3 Revenue recognition Sale of goods Export sales are recognised on the date of Bill of Lading or other relevant documents, in accordance with the terms and conditions of the sales. Domestic sales are recognised when all the significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract, the Company retains no effective control of the goods transferred to a degree usually associated with ownership and no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods. Sales are recognised net of trade discounts, rebates, sales taxes and excise duties on goods manufactured.

Income from services rendered is recognised based on agreements/arrangements with the customers as the service is performed using the proportionate completion method, when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service and is recognised net of service tax, as applicable. Other operating revenue are inclusive of exports incentives such as duty drawbacks and are recognised on an accrual basis.

2.4 Other income Dividend income on investments is recognised for when the right to receive the dividend is established. Interest on investments is recognised on a time proportionate basis taking into account the amounts invested and the rate of interest.

2.5 Expenditure Expenses are accounted on accrual basis.

2.6 Tangible assets Tangible assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Items of tangible assets that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value and are shown separately in the financial statements under ”Other current assets”. Any expected loss is recognised immediately in the Statement of Profit and Loss. Tangible assets not ready for the intended use on the date of Balance Sheet are disclosed as “Capital work-in-progress”. Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss. Depreciation is provided on a pro-rata basis as per the useful life esimates prescribed under Schedule II to the Companies Act, 2013, except for certain class of assets. Summary of the useful life estimates for all class of assets is given below -

Asset Class DetailsFreehold Land Not depreciableBuilding Depreciated as per useful life estimate

ranging from 30 to 60 years, aligned to Schedule II

Plant & Equipments

Depreciated over 2 to 21 years based on the technical evaluation of useful life done by the Company

Office Equipments Depreciated as per useful life estimate not exceeding 5 years, aligned to Schedule II

Furniture & Fixtures

Depreciated as per useful life estimate ranging from 5 to 10 years, aligned to Schedule II

Computers Depreciated as per useful life estimate not exceeding 3 years, aligned to Schedule II

2.7 Impairment of assets Assessment for impairment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible are intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the individual asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount by recognising the impairment loss as an expense in the Statement of Profit and Loss. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased.

NOTESto the financial statements for the year ended 31st March, 2015



2.8 Investments Investments are classified into current and non-current investments. Investments that are readily realisable and are intended to be held for not more than one year from the date on which such investments are made, are classified as “Current investments”. All other investments are classified as “Non-current investments”. Current investments are stated at the lower of cost and fair value. Non-current investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in the value of non-current investments. Investment in land and building that are not intended to be occupied substantially for use by, or in the operations of the company, have been classified as investment property. Investment properties are carried at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation on the building component of the investment property is provided in line with the policy on tangible assets.

2.9 Inventories Inventories are valued at the lower of cost and net realisable value. Cost is computed on a weighted average basis. The net realisable value is the estimated selling price in the normal course of business considering obsolescence, estimated costs necessary to make the sale and other anticipated losses, wherever considered necessary. Finished goods and work-in-progress include all costs of purchases, conversion costs and other costs incurred in bringing the inventories to their present location and condition.

2.10 Trade receivables and loans and advances Trade receivables and loans and advances are stated after making adequate provisions for doubtful balances.

2.11 Short-term employee benefits Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognized as an expense as the related service is rendered by employees.

2.12 Provisions and contingent liabilities Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the balance sheet date and are not discounted to its present value. These are reviewed at each year end date and adjusted to reflect the best current estimate. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

2.13 Employee benefits Defined contribution plans Contributions to defined contribution schemes such as employees’ state insurance, labour welfare fund, superannuation scheme,

NOTESto the financial statements for the year ended 31st March, 2015 (Contd.)


employee pension scheme etc. are charged as an expense based on the amount of contribution required to be made as and when services are rendered by the employees. Company’s provident fund contribution, in respect of certain employees, is made to a government administered fund and charged as an expense to the Statement of Profit and Loss. The above benefits are classified as Defined Contribution Schemes as the company has no further defined obligations beyond the monthly contributions.

Defined benefit plans In respect of certain employees, provident fund contributions are made to a trust administered by the company. The interest rate payable to the members of the trust shall not be lower than the statutory rate of interest declared by the Central Government under the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, shall be made good by the Company. The liability in respect of the shortfall of interest earnings of the Fund is determined on the basis of an actuarial valuation. The Company also provides for retirement / post-retirement benefits in the form of gratuity, compensated absences and medical The Company’s liability towards such defined benefit plans is determined based on valuations, as at the balance sheet date, made by independent actuaries using the projected unit credit method. Actuarial gains and losses in respect of the defined benefit plans are recognised in the Statement of Profit and Loss in the year in which they arise. The classification of the company’s net obligation into current and non- current is as per the actuarial valuation report.

Termination benefits Termination benefits, in the nature of voluntary retirement benefits or termination benefits arising from restructuring, are recognised in the Statement of Profit and Loss when: a) the company has a present obligation as a result of past event; b) a reliable estimate can be made of the amount of the obligation; and c) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation.

2.14 Taxes on income Current tax is determined as the amount of tax payable in respect of taxable income for the period.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carried forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.


2.15 Foreign currency translations Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of profit and loss.

Forward exchange contracts outstanding as at the year end on account of firm commitment transactions are marked to market and the losses, if any are recognised in the Statement of profit and loss and gains are ignored in accordance with the Announcement of the Institute of Chartered Accountants of India on ‘Accounting for Derivates’ issued in March 2008.

2.16 Cash and cash equivalents In the cash flow statement, cash and cash equivalents include cash in hand, cheques on hand, term deposits with banks, other short-term highly liquid investments with original maturities of three months or less.

2.17 Operating leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating



leases. The company is both a lessee and a lessor under such arrangements. Payments and receipts under such leases are charged or credited to the statement of profit and loss on a straight line basis over the period of the lease.

2.18 Segment reporting The accounting policies adopted for segment reporting are in line with the accounting policies adopted for the Company.

2.19 Earnings per share Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3) SHARE CAPITAL

As at 31st March, 2015


Authorised30,00,000 (March 31, 2014: 30,00,000) equity shares of Rs.10 each 300.00 300.00

Issued, subscribed and fully paid up29,75,000 (March 31, 2014: 29,75,000) equity shares of Rs. 10 each 297.50 297.50

297.50 297.50

a) Reconciliation of the number of shares

As at 31st March, 2015 As at 31st March, 2014

Number of shares Amount Number of shares Amount

Balance as at the beginning of the year 29,75,000 297.50 29,75,000 297.50 Add : Shares issued during the year - - - - Balance as at the end of the year 29,75,000 297.50 29,75,000 297.50

b) Rights, preferences and restrictions attached to shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of share holders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

c) Shares held by holding company and subsidiaries of holding company in aggregate



Equity Shares:

29,75,000 (March 31, 2014: 29,75,000) shares are held by the holding company, Hindustan Unilever Limited and its nominees 297.50 297.50


d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company



Equity Shares held by the holding company, Hindustan Unilever LimitedNumber of Shares held 29,74,994 29,74,994 % of Holding 100 100

e) Shares allotted as fully paid up pursuant to contract(s) without payment being received in cash during the period of five years immediately preceding 31st March, 2015

4,65,000 Equity shares of Rs 10 each were issued in January 2012 to the holding company, Hindustan Unilever Limited, pursuant to the Scheme of Arrangement of demerger of FMCG Exports business division of the holding company, Hindustan Unilever Limited to the Company, with effect from 1st April, 2011, as sanctioned by the Honourable Court of Mumbai on November 18, 2011 without payment being received in cash.

4) RESERVES AND SURPLUS



Capital Reserve 1.23 1.23 Securities Premium Reserve 6,965.70 6,965.70 Export Profit Reserve 4.45 4.45 General Reserve Balance as at the beginning of the year 5,546.31 4,027.83 Add: Transferred from Statement of Profit and Loss - 1,518.48 Less: Utilised for depreciation (Refer Note 10) (86.86) - Balance as at the end of the year 5,459.45 5,546.31 Surplus in statement of profit and loss Balance as at the beginning of the year 22,516.38 14,699.82 Add: Profit for the year 9,904.23 15,184.79 Less: Appropriations Transfer to general reserve - (1,518.48) Interim Dividend on equity shares for the year (5,999.89) (5,000.00) [Rs. 202 per share (31 March, 2014: Rs 168 per share)] Dividend distribution tax (1,019.68) (849.75) Balance as at the end of the year 25,401.04 22,516.38

37,831.87 35,034.07

5) OTHER LONG TERM LIABILITIES



Employee and ex-employee related liabilities 74.00 111.00 74.00 111.00

6) LONG-TERM PROVISIONS



Provision for employee benefits [Refer Note - 37 (ii)]Gratuity 36.82 - Compensated absences 36.63 47.80 Long term service awards 37.26 36.79

Provision for income tax (net of advance tax) 342.73 1,592.10 Other provisions (including sales tax, excise and legal matters etc.) (Refer note 49) 2,754.98 3,652.89

3,208.42 5,329.58




7) TRADE PAYABLES



Acceptances 229.06 758.78 Trade payables (Refer note below) 14,870.32 16,170.72

15,099.38 16,929.50

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year or brought forward from previous years.

8) OTHER CURRENT LIABILITIES



Creditors for capital goods 6.10 674.41 Statutory liabilities (including provident fund and tax deducted at source) 80.81 135.96 Salary, wages & bonus payable 569.36 455.29 Book overdraft 275.27 438.09

931.54 1,703.75

9) SHORT-TERM PROVISIONS



Provision for wealth tax 4.80 5.57 Provision for restructuring cost 69.50 69.50

74.30 75.07

10) TANGIBLE ASSETS

Land Buildings Plant & Equipments


Office equipments

Others - Computers Total

Freehold LeaseholdGross BlockBalance as at 1st April, 2013 59.39 11.87 3,591.28 13,254.54 235.42 208.22 16.64 17,377.36 Additions - - 35.43 1,203.87 2.44 2.96 - 1,244.70 Deletions - - (287.89) (290.26) (0.73) (0.43) - (579.31)Balance as at 31st March, 2014 59.39 11.87 3,338.82 14,168.16 237.13 210.75 16.64 18,042.75 Additions - - 33.27 757.79 10.07 21.31 0.47 822.91 Deletions - (11.04) (102.13) - - - - (113.17)Balance as at 31st March, 2015 59.39 0.83 3,269.96 14,925.94 247.20 232.07 17.12 18,752.49




Land Buildings Plant & Equipments


Office equipments


Freehold LeaseholdAccumulated DepreciationBalance as at 1st April, 2013 - 5.11 1,162.06 8,647.81 148.34 112.83 10.82 10,086.97 Additions - 0.35 97.98 845.00 14.10 6.75 4.68 968.86 Deletions - (98.69) (249.29) (0.21) (0.25) - (348.44)Balance as at 31st March, 2014 - 5.46 1,161.36 9,243.52 162.23 119.33 15.50 10,707.39 Additions - 0.15 92.06 924.59 20.98 22.68 1.48 1,061.94 Deletions - (4.80) (12.39) (42.73) - - - (59.92)Reserves impact - - - - 34.21 52.65 - 86.86 Balance as at 31st March, 2015 - 0.82 1,241.02 10,125.37 217.43 194.66 16.98 11,796.27

Net BlockBalance as at 31st March, 2014 59.39 6.41 2,177.47 4,924.64 74.90 91.42 1.15 7,335.36 Balance as at 31st March, 2015 59.39 0.01 2,028.93 4,800.57 29.77 37.41 0.14 6,956.22

Notes

(a) During the year, the company has adopted estimated useful life of fixed assets as stipulated by Schedule II to the Companies Act, 2013, applicable for accounting periods commencing from 1st April 2014 or re-assessed useful life based on technical evaluation. Accordingly, depreciation of Rs. 86.86 Lakhs on account of assets whose useful life is already exhausted as on 1st April 2014 has been adjusted against retained earnings. And depreciation is recognised prospectively on the remaining useful life of the assets.

(b) Buildings include Rs 0.005 Lakhs (March 31, 2014: Rs 0.005 Lakhs) being the value of shares in the co-operative housing society.

11) NON-CURRENT INVESTMENTS Non-Trade Investment (Unquoted, Valued at cost unless otherwise stated)



Investment in equity instruments of fellow subsidiary companies Hindustan Unilever Foundation 0.24 0.24 2,400 (March 31, 2014: 2,400) Shares of Rs. 10 each

Pond's Exports Limited 28.66 28.66 19,90,015 (March 31, 2014: 19,90,015) Shares of Re. 1 each

28.90 28.90

12) DEFERRED TAX ASSETS (net)



Deferred tax assetsExpenses allowable for tax purposes when paid 274.57 540.26 Provision for post retirement benefits and other employee benefits 104.96 127.06 Provision for doubtful debts and advances 15.94 26.81 Other timing differences 358.33 1,683.03

753.80 2,377.16 Deferred tax liabilities

Depreciation (602.49) (637.61) 151.31 1,739.55



10) TANGIBLE ASSETS (CONTD.)


13) LONG-TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated)



Capital advances 11.62 5.03 Deposits with others 751.41 698.69 Advance income tax (net of provision for tax) 740.46 155.83

1,503.49 859.55

14) OTHER NON-CURRENT ASSETS (Unsecured, considered good unless otherwise stated)



Long term deposits with banks with maturity period more than 12 months 2.27 2.35 2.27 2.35

15) CURRENT INVESTMENTS (At lower of cost and market value)



Mutual Funds (Unquoted) UTI mutual fund 4,850.38 -

4,850.38 -Net asset value of unquoted investments 4,862.16 -

16) INVENTORIES (At lower of cost and net realisable value)



Raw materials [includes in transit: Rs. 201.93 lakhs, (March 31, 2014: Rs. 504 lakhs) 8,501.58 3,812.50 Packing materials 1,627.53 1,664.22 Work-in-progress (Refer Note 43) 1,737.52 1,427.42 Finished goods (Including Stock-in-trade) (Refer Note 42) 1,819.64 2,335.51 Stores and spares 364.90 377.29

14,051.17 9,616.94

17) TRADE RECEIVABLES (Unsecured unless otherwise stated)



Considered goodOutstanding for a period exceeding six months from the date they are due for payment 427.75 275.84 Others 18,793.56 16,820.94

Considered doubtfulOutstanding for a period exceeding six months from the date they are due for payment 46.05 78.89Less: Provision for doubtful debts (46.05) (78.89)

19,221.31 17,096.78




18) CASH AND BANK BALANCES



Cash and cash equivalentsCash on hand 3.45 3.59Cheques/drafts on hand 35.00 -Bank balances

In current accounts 929.83 526.81 Term deposits with original maturity of less than three months 3,200.00 15,400.00

4,168.28 15,930.40 Other bank balances

Bank deposits due to mature within 12 months of the reporting date 2,000.00 5,000.00 6,168.28 20,930.40

19) SHORT-TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated)



Loans and advances to employees 50.60 53.27 Deposits with customs and other government authorities 1,203.44 641.08 Other loans and advances 1,274.87 726.69

2,528.91 1,421.04

20) OTHER CURRENT ASSETS (Unsecured, considered good unless otherwise stated)



Interest accrued on term deposits 10.55 57.75 Export benefits receivable 1,693.21 163.00

1,703.76 220.75

21) CONTINGENT LIABILITIES



Claims against the company not acknowledged as debtsSales tax matters - Gross Rs. 304.54 lakhs Previous year: Rs. 304.54 lakhs) 205.73 205.73 Income-tax matters 8.75 1.30

214.48 207.03

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

(ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(iii) Future cash outflows in respect of the above are determinable only on receipt of judgements/ decisions pending with various forums/authorities.

(iv) The Company’s pending litigations comprise of claims against the Company by employees and pertaining to proceedings pending with Income Tax, Excise, Custom, Sales/VAT tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.




22) CAPITAL AND OTHER COMMITMENTS



Estimated value of contracts in capital account remaining to be executed 138.56 204.36 138.56 204.36

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.

23) REVENUE FROM OPERATIONS

Year Ended 31st March, 2015


Sale of products (Refer Note 38) 90,742.34 1,01,439.12 Other operating revenue

Duty drawback and premium on sale of import licences 2,381.50 1,400.24 Scrap sales 123.80 162.81

Less: Excise duty (1.48) (1.61) 93,246.16 1,03,000.56

24) OTHER INCOME



Interest Income Bank deposits 791.48 1,459.01 From others 3.21 1.21

Dividend income from mutual fund investments 395.53 82.99 Net gain on sale of investments 54.85 4.20 Miscellaneous income 13.43 23.81 Net gain on foreign currency transactions (realized) 3,147.52 45.59 Provision for sales tax written back 938.54 - Liabilities written back to the extent no longer required 413.84 1,174.55

5,758.40 2,791.36

25) COST OF MATERIALS CONSUMED



Consumption of raw materials (Refer Note 39) 18,663.69 28,696.96 Consumption of packing materials 13,445.57 10,768.72

32,109.26 39,465.68

(Cost of materials consumed is based on derived values)

26) PURCHASE OF STOCK-IN-TRADE



Purchase of goods (Refer Note 41) 33,771.33 26,253.37 33,771.33 26,253.37




27) CHANGES IN INVENTORIES OF FINISHED GOODS (INCLUDING STOCK-IN-TRADE) AND WORK-IN-PROGRESS



(Increase)/decrease in StocksOpening stock

Finished goods 2,335.51 1,485.95 Work-in-progress 1,427.42 1,789.92

Closing stockFinished goods (1,819.64) (2,335.51)Work-in-progress (1,737.52) (1,427.42)

205.77 (487.06)

28) EMPLOYEE BENEFITS EXPENSES



Salaries, wages and bonus * 3,122.05 3,236.26 Contribution to provident fund and other funds 205.82 267.55 Workmen and staff welfare expenses 273.93 273.56

3,601.80 3,777.37

* Included above is Rs. 150 Lakhs (previous year Rs. 111.00 Lakhs) towards benefit provided to employees of the Company in respect of employee share option scheme administrated by the Holding Company and Ultimate Holding Company

29) FINANCE COSTS



Interest expense on bank overdraft 1.88 6.38 Interest on shortfall of advance tax - 81.00

1.88 87.38

30) DEPRECIATION EXPENSES



Depreciation on tangible assets 1,061.94 968.87 1,061.94 968.87




31) OTHER EXPENSES



Consumption of stores and spares (Refer Note 40 (b)) 577.87 803.24 Power, fuel, light and water 985.07 1,082.31 Processing charges 636.14 856.93 Rent * 643.96 685.57 Repairs and maintenance

-Repairs to building 17.67 9.53 -Repairs to plant and machinery 393.94 382.30

Insurance 31.13 106.16 Rates and taxes (excluding income tax) 12.17 44.59 Advertising and sales promotion 1,642.18 1,887.87 Carriage and freight 3,362.96 4,132.92 Sundry balances written off 782.21 - Travelling and motor car expenses 119.24 111.56 Royalty 1,370.84 1,705.86 Auditors' remuneration

- Audit fees 18.05 14.61 - Tax audit fees 2.78 2.25

Expenses shared by the Company for use of common facilities 1,290.77 1,173.59 Unrealized exchange loss (Refer Note 36) 47.46 244.37 Miscellaneous expenses ** 1,544.31 1,286.59

13,478.75 14,530.25 Notes: * The Company’s significant leasing arrangements are in respect of operating leases for premises (residential, office, stores, godown etc.) and computers. These leasing arrangements which are not non-cancellable range between 11 months and 10 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as Rent in the Statement of profit and loss.” ** Included above is Rs. 334.51 Lacs, paid towards Corporate Social Responsilibity activities of the Company

32) EXCEPTIONAL ITEMS



Profit arising from disposal of unused land and building (including residential properties) 674.23 1,005.92Increase in liability for retirement benefits arising from changes in actuarial assumption 10.70 -

684.93 1,005.92

33) CURRENT TAX



Income tax for the year 4,004.80 8,369.00 Adjustments/(credits) related to previous year - (net) (38.53) -

3,966.27 8,369.00

34) DEFERRED TAX



Deferred tax for the year - charge/(credit) 1,588.26 (1,351.82) 1,588.26 (1,351.82)




35) EARNINGS PER SHARE HAS BEEN COMPUTED AS UNDER:



Net Profit 9,904.23 15,184.79 Weighted average number of equity shares outstanding 29,75,000 29,75,000 Earnings per share (Rs.) - basic and diluted (Face value of Rs. 10 per share) 332.92 510.41

36) The net difference in foreign exchange (i.e. the difference between the spot rates on the dates of the transactions and the actual rates at which the transactions are settled/appropriate rates applicable at year end, including mark to market valuation of open forward contracts) credited to the Statement of profit and loss is Rs. 3147.52 (March 31, 2014: Rs. 289.96 lakhs).

37) (I) DEFINED CONTRIBUTION PLANS a Provident Fund and other funds b Family Pension fund During the year, the Company has recognised the following amounts in Statement of Profit and loss



Employer’s contribution to provident fund and other funds 142.40 214.62 Employer’s contribution to family pension 63.42 52.93

(II) DEFINED BENEFIT PLANS The Company has recognised Gratuity Expense in Statement of Profit and Loss of Rs 3,682,000 (31 March 2014 Rs Nil). Management

Pension, Officers pension fund and Provident Fund assets are being controlled by separate independent Trusts for entire Hindustan Unilever Limited and its subsidiaries including Unilever India Exports Limited. These trusts maintain their assets at the group level and do not have assets identifiable specifically for Unilever India Exports Limited. Thus all the disclosures required by Accounting Standard 15 “Employee Benefits” have been made in Hindustan Unilever Limited’s Financial Statements.

The Guidance Note on Implementing AS 15, ‘Employee Benefits’ issued by the Accounting Standard Board (ASB) of the Institute of Chartered Accountants of India states that Provident Funds set up by employers that guarantee a specified rate of return and which require interest shortfall to be met by the employer would be defined benefit plans in accordance with the requirements of paragraph 26(b) of AS 15. Pursuant to the Guidance Note, the liability in respect of the shortfall of interest earnings of Fund is Nil, based on an acturial valuation done for entire Hindustan Unilever Limited and its subsidiaries including Unilever India

During the year, the Company has recognised the following amounts in Statement of Profit and loss



Employer’s Contribution to Provident Fund 96.69 108.92

38) SALES



Personal products (a) 42,782.46 45,292.81 Tea 24,401.09 30,631.23 Soaps 19,398.05 17,892.45 Others (b) 4,160.74 7,668.21

90,742.34 1,01,484.70 Notes:(a) Personal products includes color cosmetics, oral, talc and face-wash. (b) Others includes synthetic detergents, atta, coffee and pre-mix etc.




39) RAW MATERIALS CONSUMED



Chemicals & perfumes, oils & fats and others 18,663.69 28,696.96

No single raw or packing material accounts for more than 10% of total consumption.

40) VALUE OF IMPORTED AND INDIGENOUS MATERIALS CONSUMED

Year Ended 31st March, 2015 Year Ended 31st March, 2014

% Amount % Amount

(a) Raw materialsImported 38 7,051.28 30 8,542.14 Indigenous 62 11,612.41 70 20,154.82

18,663.69 28,696.96(b) Stores and spares (including components)

Imported 19 112.16 14 113.34 Indigenous 81 465.71 86 689.90

577.87 803.24

41) PURCHASE OF STOCK-IN-TRADE



Personal products 22,197.38 10,840.03 Soaps 9,586.77 12,971.49 Coffee - 700.19 Others 1,987.18 1,741.66

33,771.33 26,253.37

42) CLOSING FINISHED STOCKS (INCLUDING STOCK IN TRADE)



Tea 43.14 330.66 Personal products 1,694.43 1,449.05 Soaps 3.53 369.03 Coffee 60.02 93.97 Others 18.52 92.80

1,819.64 2,335.51

43) CLOSING WORK IN PROGRESS



Tea 630.18 393.94 Personal products 362.32 287.22 Soaps 33.24 33.24 Coffee 711.78 713.02

1,737.52 1,427.42






44) VALUE OF IMPORTS ON CIF BASIS (excluding purchases from canalising agencies and imported items purchased locally)



Raw and packing materials 13,375.79 12,449.95 Spare parts and components 112.16 113.34

13,487.95 12,563.29

45) (A) EARNINGS IN FOREIGN CURRENCY



Exports at FOB value (including exports to Nepal) 88,474.49 97,248.06 Others (income from services, freight, insurance, claims, etc) 3,147.52 2,085.62

91,622.01 99,333.68

(B) EXPENDITURE IN FOREIGN CURRENCY (on accrual basis and subject to deduction of tax where applicable)



Royalty 1,370.84 1,705.86 Advertising and sales promotion 1,365.66 1,887.87 Others 306.22 47.44

3,042.72 3,641.17

46) The Company is engaged in the business of manufacturing and trading of Fast Moving Consumer Goods (FMCG). The entire operations of FMCG has been considered to be governed by the same set of risks and returns and representing a single business segment. Further domestic sales being negligible, the Company is considered to be operating in one geographical segment. The said treatment is in accordance with the guiding principles enunciated in the Accounting Standard on Segment Reporting (AS-17).

47) DERIVATIVE INSTRUMENTS The Company uses forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions

and firm commitments.The Company does not enter into any derivative instruments for trading or speculative purposes.

The forward exchange contracts outstanding as at 31st March, 2015 are as under:

Currency exchange USD/INR EUR/USD GBP/USD EUR/INR GBP/INR CAD/INR AUD/INR CAD/USD

a. Number of ‘‘buy’’ contracts 1.00 - - 1.00 8.00 - 1.00 - (1.00) - - - (1.00) - - -

b. Aggregate currency amount 0.75 - - 5.02 8.52 - 0.80 - (3.35) - - - (1.00) - - -

c. Number of ‘‘sell’’ contracts 48.00 - - 4.00 2.00 - 8.00 - (64.00) (4.00) (1.00) (7.00) (2.00) (1.00) (5.00) (1.00)

d. Aggregate currency amount 340.52 - - 19.64 4.95 - 8.68 - (499.81) (19.06) (3.60) (24.60) (4.70) (1.60) (10.25) (1.00)

The foreign currency exposures not hedged as at the year end are as under:

Currency exchange GBP SGD USD EUR CAD CHF AUD

Net unhedged exposure 0.04 - 0.28 0.37 0.32 0.02 2.25 (1.89) - (6.29) (0.80) (0.12) - (0.24)

(figures in brackets pertain to 2013-14)


48) RELATED PARTY DISCLOSURES1 Enterprises where control exists

Ultimate Holding Company : Unilever PLCHolding Company : Hindustan Unilever LimitedFellow Subsidiaries : Ponds Exports Limited

Hindustan Unilever FoundationUnilever Nepal Limited

2 Other related parties with whom the Company had transactions during the year

Fellow Subsidiaries of the Ultimate Holding Company : Al Gurg Lever LlcBinzagar Lever LtdConopco IncLipton Soft Drinks IrelandOoo Unilever Sng, RussiaPt Unilever Indonesia TbkSevern Gulf FzeUnilever (China) Ltd.Unilever Algérie SpaUnilever Andina Colombia LimitadaUnilever ASCC AGUnilever Asia Private LimitedUnilever Australia Trading Ltd.Unilever Bangladesh LimitedUnilever Canada Inc.Unilever Chile Home And Personal Care LimitadaUnilever Gulf Free Zone EstablishmentUnilever Hong Kong LimitedUnilever Iran (Private Joint Stock Company)Unilever Israel Marketing Ltd.Unilever Japan BevUnilever Japan K.K.Unilever Kenya LimitedUnilever KoreaUnilever Korea Chusik HoesaUnilever Lipton Ceylon LimitedUnilever Maghreb Export SaUnilever Market Development (Pty) LimitedUnilever Mashreq - Personal CareUnilever Mashreq International CompanyUnilever Nigeria PlcUnilever Pakistan LimitedUnilever Philippines , Inc.Unilever Sanayi Ve Ticaret Türk A.S.Unilever South Africa (Pty) LimitedUnilever Supply Chain Company AgUnilever Taiwan LtdUnilever Trading LlcUnilever Vietnam Company LimitedUnilever-Cote D'Ivoire




48) RELATED PARTY DISCLOSURES (CONTD.)3 Disclosure of transactions between the Company and Related parties and the status of outstanding balances as at 31st March, 2015

Year Ended31st March, 2015


(i) Ultimate Holding Company Royalty expense 1,370.84 1,705.86 Payables as at the year end 165.95 604.99

(ii) Holding Company Purchase of finished goods/raw materials

29,619.30 23,019.91

Purchase of fixed assets - 671.12 Sale of fixed assets 4.65 80.08 Rent received 12.00 12.00 Sale of finished goods/raw materials 1,326.48 2,810.59 Sale of DEPB and other licences 1,672.79 2,457.52 Common cost allocation expenses 1,290.77 1,173.59 Reimbursements paid 80.67 - Dividend paid/declared 5,999.89 5,000.00 Receivables as at the year end 510.59 830.88 Payables as at the year end 2,636.98 3,177.51 Security deposits payable - 183.70

(iii) Fellow Subsidiaries Purchase of raw materials 5,353.94 4,779.12 Sale of finished goods 66,145.55 73,154.08 Donations paid 334.51 - Receivables as at the year end 13,885.73 13,577.37 Payables as at the year end 562.05 670.18 Advances from customers - 75.82

4 Disclosure in respect of significant transactions



Purchase of raw materialsUnilever Asia Pte Limited 5,152.74 4,774.16

Sale of finished goodsUnilever Asia Pte Limited 14,684.83 13,097.95 Unilever Gulf Free Zone Establishment 16,442.74 16,799.72

Receivables as at the year endUnilever Asia Pte Limited 3,120.41 3,236.17 Unilever Gulf Free Zone Establishment 4,016.57 1,974.01 Lipton Soft Drinks (Ireland) 994.12 1,355.85 Unilever ASCC AG 1,998.58 1,770.28

Payables as at the year endUnilever Asia Pte Limited 556.71 670.18

Advances from CustomersBinzagar Lever Limited - 75.82

Donations paidHindustan Unilever Foundation 334.51 -




49) MOVEMENT OF OTHER PROVISIONS



Opening Balance 4,935.79 2,442.46 Add: Provision during the year - 2,493.33 Less: Amounts utilised / reversed during the year 2,111.31 -

Balance at the end of the year 2,824.48 4,935.79

50) TRANSFER PRICINGThe Company is in the process of carrying out a study for the period from 1st April, 2014 to 31st March, 2015 on applicable transfer pricing rules, issued by the Central Board of Direct Taxes, and obtaining an accountant’s report. Adjustments towards liability for taxation, if any, on completion of transfer pricing study is currently not ascertainable.

51) Previous year figures have been audited by a firm of chartered accountants other than B S R & Co. LLP. Previous year figures have been re-grouped/re-stated wherever necessary to conform with this year’s classification.



As per our report of even date attached







Unilever Nepal Limited36

REVIEW OF FISCAL YEAR 2070/71It was another year of continuous challenge for Unilever Nepal Limited. 2070/71 was a transformational year for Nepal with elections being held in a difficult political environment. Strong economic challenges along with low levels (4-5%) of GDP growth continued to pose tough environment for business growth. The country also witnessed market shutdowns during the elections and pre-election period during first half of the fiscal year.

There were also considerable internal challenges in the industrial relations front both at our own factory and third party factory leading to stoppage of operation during April and lower than estimated production in one of the third parties.

The emigration of skilled and unskilled labour in large number (estimated at around half million per year) continue to impact the consumption and growth of FMCG categories.

The company also discontinued the sales of discount segment naked Laundry bars as this portfolio was reducing the overall profitability of the company.

Despite strong internal and external challenges, our profit after tax increased by 13% and income grew by 2% to reach NRs. 4869 million for the fiscal year 2070/71. Despite a slowdown of internal growth, our market presence continued to be strong reflecting the competitive growth of our brands and slowdown in the overall market. Unilever Nepal brands continue to be market leaders in all the categories it operates in. The strength of our brands and focus on investment behind these brands has enabled us to maintain leadership across categories despite the competitive pressures in the market and the difficult market situation.

RECOGNITIONMr. Ambar Bahadur Thapa has been awarded the prestigious HR Manager of the Year 2013. The award was handed over to him in the presence of August gathering. The award is the recognition to the immense contribution made by him in the field of HR.

WINNING WITH BRANDS AND INNOVATIONUnilever Nepal has continued to be a part of everyday life of the people of Nepal through its trusted brands. Unilever is committed to fulfill the needs of consumer and customer through regular innovations and continuous improvement in the quality of its products. Throughout the year it has focused on building “brand love” through various innovations and new launches, seeking to unlock the magic of its brands in the consumer minds.

FAIR AND LOVELY RE-LAUNCHFair & Lovely continues to be the people’s number 1 choice in fairness brands. It was re-launched this year with an improved formulation making it the best ever fairness product. The “New Fair & Lovely Advanced Multi-Vitamin” with the tagline ‘best ever formula’ for fairness treatment was well accepted by the Nepali consumers.

This was promoted in the market through an exciting 360º communication strategy comprising of television commercial, radio, press, POS materials, trade communication and outdoor display. Regional communication featuring Fair & Lovely ambassador created a buzz with the re-launch.

CLOSE UP RELAUNCHClose Up relaunched the all new “Close Up Deep Action” in Nepal with an amazing new pack and refreshing communication. The new and improved Close Up has a consumer promise of “gives you 12

hours of fresh breath and gets you closer and keeps you closer for a long period of time”. This has been brought alive into the consumer mind with a strong tagline of ”This is not just toothpaste, This is Close Up”.

Close up being the number one gel-based toothpaste in Nepal, continues to strongly believe in innovation and giving the best to its consumers and this change is in the same direction.

Close Up has always emphasized that a confident and attractive smile can capture the attention, get closer to someone and helps keep you closer for a long time. That is only possible when you are confident about your breath being fresh.

LIFEBUOY - MORE GERM PROTECTIONLifebuoy promises to protect against 10 illness causing germs. Lifebouy is a popular brand in Nepali households. Our consumers understand the promise of germ protection it offers.

Lifebuoy has been a winner in the market with its variants like Total, Care, Deo Fresh and Active Fresh. Lifebuoy Total was launched in a bigger pack - 125gm to offer more to the consumers.

Lifebuoy continues to effectively participate in spreading awareness of washing hands with soap with its international partner, UNICEF across Nepal.

VIMAdding to its current Portfolio, Nepal’s no. 1 dish wash brand Vim, introduced 500gm convenient pack in tub along with free scrubber.

This was with an objective to increasing consumption and providing convenience while using it. A free scrubber was provided along with the tub to give an overall better and cleaner dishwashing experience.

Vim also came out with a new offering “Vim Neem Anti Germ” Bar which is fortified with the essence of Neem and Lemon and removes germs on the dishes upto 99%. With this fortification, “Vim Neem Anti Germ” claims to removes not only stain and grease but germs as well. So with the incorporation of Neem Oil, a natural germ remover, in the product, we ensure dishes not only are dirt free but also they are hygienically clean.

WHEEL LEMON FRESHWheel Lemon Fresh was launched this year with better formulation and packaging. With the power of lemon and perfume of “thousand flowers” Wheel promises to give complete cleaning along with perfume “Safai tyahi jasma basna cha”. New poly packaging helps to keep the product fresh for long time.

Along with Wheel “Lemon and Jasmine”, a new variant- Wheel “Lemon and Orange” has been added to the portfoilio.

UNLOCKING THE MAGIC– BRINGING THE BRAND ALIVE THROUGH CONSUMER ACTIVATION.

CLOSE UP LOVE FEST - “GET CLOSER & SPREAD THE LOVE”‘Close up,’ the leading toothpaste brand in Nepal, gave youngsters an opportunity to ‘get closer’ in the month of love with ‘Close up Love fest 2014.’ Building on the success of previous years, it targeted college by storming into various campuses with exciting games and activities. The innovative concept was over two days of ‘non-stop fun, full of love’ at various youth hangouts in and around Kathmandu on

Unilever Nepal Limited

REPORT OF THE BOARD OF DIRECTORS For the year ended 32nd Ashad 2071 (16 July, 2014)

Unilever Nepal Limited 37Annual Report 2014-15

14th & 15th of February. The event along with the college activation was covered by a major TV channel, creating hype amongst the target group.

HEALTHY HAIR CONTEST 5Clinic Plus Healthy Hair Contest 5, with the theme of “Protsahan Pratibha ko, jeet mamata ko” meaning victory of maternal love by encouraging talent was successfully conducted in all the 5 development regions of Nepal. The contest in this edition was modified into a reality show where the judging criteria was not only restricted to healthy hair but also was on both healthy hair and the talent of the daughter.

The finale was filled with amazing performances by the daughters, who mesmerized the audience. The winner mother- daughter duo received a scholarship of 5 Lac rupees and an opportunity to get featured in leading media. The winner not only became the face of Clinic Plus in local communication but also got a chance to host a kid’s show in one of the youth channels and her interview was covered by dailies, weeklies, magazines, FM stations and TV channels. The sixth edition of Clinic Plus healthy hair contest is currently in progress.

PEPSODENT CELEBRATES WORLD ORAL HEALTH CARE DAYPepsodent and Nepal Dental Association (NDA) joined hands to celebrate World Oral Health Day on 20th March, 2014 in Nepal through various activities.

This partnership will now help create oral health awareness among general public. The dental health professionals who are part of the NDA helped in promoting dental health and hygiene.

On this occasion, Pepsodent and NDA organized a rally in Kathmandu with the theme of “Celebrating Healthy Smile”, was aimed at raising awareness of dental health and to demonstrate the benefits of healthy oral care. NDA also conducted free dental check up, facilitated consultation in various dental clinics, hospitals and different colleges all over Nepal for a whole week.

TV, FM, print and media were used to advice consumers about the ill effects of oral diseases and help in the understanding of good dental health in Nepal.

LIFEBUOY CELEBRATES “GLOBAL HANDWASH DAY 2013”Soap, water and hand should go hand in hand every time! (Saabun, Paani Haath, sandhai Saath Saath.)

Despite all the development around us, people around the world continue to get infected by germs and virus due to the absence of a simple and regular habit of using soaps to wash their hand especially before a meal. This issue is more severe especially in countries like Nepal where people use their hands to eat food.

On Global Hand Washing Day, Unilever joined hands with UNICEF to raise awareness of hand washing with soap as a key approach to disease prevention. Lifebuoy soap has always taken initiation to celebrate Global Handwashing Day through various

public awareness programs.

To reinforce the call for improved hygiene practices, various public awareness programs and information sharing sessions were conducted citing the importance of washing hands with soap.

LIRIL FRESH FACE (LFF)Liril is a very popular soap in Nepal and is known for its freshness. This concept was brought to life in consumers’ mind through “Liril

Fresh Face” campaign. Liril Fresh Face campaign is a popular TV reality show which completed its second year of airing on television. This “freshness“ association and promotion, aims towards building Liril as a leading freshness bathing soap among the youth. Through this activation, we have connected with hundreds of our core consumers and lakhs of viewers through TV episodes. Liril Fresh Face is a platform provided to youth of Nepal to showcase their talent and gain opportunity to be on the cover page of Nepal’s leading Teenage magazine. The winner gets coverage in leading print media. Winner of previous year LFF was also a part of the Nepal’s prestigious fashion week. We aspire for this contest to become one of Nepal’s most coveted contest for young girls in years to come.

CONSUMER & CUSTOMER CENTRICITY ( CCC)The CCC is a critical process in UNL as it gives first hand insight and experience about the quality of the product, on-shelf and to understand the consumer needs. All departments of the company (including factory employees) participate in understanding the Customer and Consumer needs which helps to drives overall quality of products and execution.

WINNING IN THE MARKET PLACEOne of the internal competitive edge that Unilever Nepal enjoys is the reach of its sales and distribution network. Nepal’s topography continues to offer strong challenges due to its challenging infrastructure. However this has not limited Unilever Nepal Limited in ensuring that it has one of the best distribution reach for any FMCG company in Nepal.

Unilever Nepal Limited, has over the last 3 years nearly increased its reach of products by around 40%, thereby helping in market development, penetration and consumption of key categories. The sales and distribution structure is very focused to deliver Unilever products in the best way possible for both consumers and customers. The nearly hundred strong distribution network strives to ensure that availability, visibility and presence is best in all categories in Nepal.

CONSOLIDATING REACH IN URBAN MARKETSA key driver to growth is the increased reach and availability across urban markets. This penetration has been achieved during this year with more stores being covered. We have increased our reach in all large cities like Kathmandu, Lalitpur, Pokhara, Biratnagar, Birgunj etc . We have significantly improved our depth of coverage through training of our distributors and their sales team.

RURAL MARKETSRemittance into rural areas of Nepal has become a significant contributor to the Nepal economy making rural markets a key enabler for growth. We have improved and consolidated our reach in rural markets and this has resulted in superior coverage during the last year.

BETTER SYSTEMS WITH IT: DRIVING BUSINESS WITH TECHNOLOGYThe RS back office automation system with common accounting system is a key IT tool with most of our distributors. We have been one of the first companies in Nepal to build such a platform that not only gives easy and instant access to data but also better control and decision making for the distributors and company. This system has helped our distributors improve their business efficiency in handling the complex business which has multiple products and lines.


PERFECT STORES – WINNING EVERY DAYWe are into fourth year of Perfect Stores programme and have significantly enhanced our presence in the market through this programme. This is a programme for driving excellence in execution at point of purchase. The key objective of Perfect Stores is to execute the sales fundamentals brilliantly with clear accountability through measurement and progress reporting to help take necessary corrective actions to improve the customer and shopper delight.

PARTNERING WITH CUSTOMERS–BUILDING WIN-WIN RELATIONSHIPSWe have been able to drive stronger customer performance through our Joint Business Planning (JBP) process. In order to differentiate and recognize their performance, we run customer award programmes to give a boost to our customers. Our distributors are very valuable and strong partners and have help us deliver the best experience to customers and shoppers at point of sale. We have been continuously putting our efforts to improve the field capability of our distributors through continuous on the job training.

We also have a reward and recognition system in place which promotes performance culture in the distributor sales team.

DEALING WITH UNCERTAINTIES- THE UNILEVER WAYMastering the art of successfully serving the customers and consumers under difficult times has become a key competitive edge to Unilever. With consistent focus on basics of customer management and driving excellence at point of purchase we have been able to continuously delight our customers despite any situation.

Our extensive distribution set up with high levels of market penetration and enhanced levels of market servicing gives us a distinct edge to ensure that our innovations reach the consumers quicker and faster and thereby helps us establish our brands faster in the market place. We have been able to consolidate the retail coverage further and build this extensively to improve both in quality and quantity to ensure that our customers get their need fulfilled at any time in any part of the country.

WINNING THROUGH CONTINUOUS IMPROVEMENTThe Supply chain function is guided by the vision of delivering “Outstanding Service with Consumer perceived Quality at lowest Cost”. The performance of Supply Chain function was marked by improved CCFOT (Consumer Case Fill On Time), CRQS (Consumer Relevant Quality Standards), addition of capacities, product portfolio with up-gradation and renewed emphasis on cost control through value improvement projects.

SAFETY AND SUSTAINABILITY - WAY OF LIFE

SafetyAt Unilever, Safety is a non-negotiable condition of working. Focus was on to build awareness and capability through refresher training workshops on 2-Wheeler & 4-wheeler Defensive driving, First Aid and CPR. Be SafE workshop for officers was conducted. Also Lamp-lighter program, medical checkup was done for the entire team.

The 3600 machine guarding initiative was taken to the next level establishing new standards of Safety. A HIM (Hand in Machine) Safety campaign was run across the factory to re-emphasize on importance of Safety & Standard operating procedures.

SustainabilitySustainability is an important area and we are continuously focused on making this a key priority for our business. In a concerted effort

to reduce the carbon foot print, your company has signed an MoU with Hetauda based leading Cement Company to utilize the energy entrapped in packing materials scrap. The scrap is incinerated as fuel in cement manufacturing operations. In the last one year about 653 GJ of energy has been recovered & utilized as fuel which is a saving of 3 full grown up trees. The mercury vapor/CFL light in one plant of the factory were replaced with LED lights that consume less energy & improve illumination level. A planned program is run to reduce environmental footprints - decreasing CO2 and SOx emission, reducing energy and water consumption on an on going basis.

Total Productive Maintenance (TPM)The TPM journey continued during the fiscal year resulting in improvement in productivity, improved machine basic conditions & efficiencies. This involved working in small work groups called Circles, which brainstorms, derives & implements solutions for improvements in areas of Safety, Sustainability, Quality, Productivity and Costs that result into “small actions but with big difference”.

Journey towards Excellence - ServiceAvailability of quality product in market at right time; right place in right quantity and right quality is the motto of the Supply Chain team. The team has worked through TPM/QIP tool & has improved flexibility and delivery of Product Quality.

The seamless coordination & working with the transporters in the difficult terrain continued to improve transit efficiency. This is reflected in improvement of product availability in Customer Service.

Growth Mindset Amidst Changing Market DynamicsWith constantly changing consumer needs there is continuos need to develop flexibility in manufacturing operations. Thus in line with this the BCT (Batch Cycle Time) in Oral care to manufacture mutliple products & increased capacity from the same set-up. Futher in Scourer bar new tub pack product was developed locally and delivered for the market.

Cost optimizationOne of the key focus areas is value improvement through cost optimization. The team has delivered various projects, localization of materials and Initiatives for Cost optimization. Major contributions from this saving came from areas like productivity improvement, reduction in wastage and engineering excellence. This is an important aspect of our business which helps in sustaining business growth.

QualityAvailability of Quality Product in market place has always been fundamental of Unilever Nepal Limited business. The earlier implemented CRQS standard was taken to the next level along with various QIPs (Quality Improvement Projects), CCC (Consumer & Customer Centricity) program.

Engineering ExcellenceIn line with the growing business demand the team has built doubled the capacity in Scourer bar through local innovation & machine development. A new energy efficient boiler was installed & commissioned in a record time.

Utilizing the concepts of TPM/ WCM (Total Product Maintenance/ World Class Manufacturing), the team has revamped the old maintenance system with newer techniques.

WINNING WITH PEOPLELike the great brands, great people are our biggest asset. Sustainable, profitable growth can only be achieved in an organization which focuses on performance culture and where employees are engaged and empowered to be the best they can be.


At Unilever Nepal Limited, all the employees continue to demonstrate great commitment and dedication towards meeting the business objectives and goals. There is, no doubt that the key success factor of our performance during 2070/2071 has been the contribution of our workmen and employees in all spheres of business.

BUILDING TALENT SUPPLYOur company has a robust recruitment process and believes in high standards for recruiting on an equal opportunity basis on merit. Successful candidates are trained through on-the-job learning and on-going performance coaching and mentoring.

LEARNING AND DEVELOPMENTWe focus on providing our people with learning and development opportunities so that they can grow personally and professionally and are able to do the best each day. We have continued to exchange talents with our parent company, Hindustan Unilever Limited. It is our continuous effort to assist and to nurture our employee’s ambition and career by making relevant opportunities accessible to them and by helping them develop skills, knowledge and experience in different functions through movements or on the job training.

The company also focuses on the development of its people based on their individual strengths. We also have the individual learning and development plans which the employees have to identify for their personal and professional growth.

ORGANIZATIONAL DEVELOPMENTWe focus on delivering a positive employee experience where our people feel strongly connected to the company through various means such as one-on-one meeting with their immediate supervisors, or through various team building and engagement activities

As a part of company’s initiative to help the employees enhance their general as well as specific knowledge in various areas, we have regular briefing sessions called “Small Talk” where business relevant information and training inputs are provided. Along with this we also conducted the communication meeting twice in a year where the company’s performance along with the action plans for the future are discussed.

EMPLOYER BRANDINGWe have also been improving our presence through corporate presentations and guest lectures by Leadership Team members in Nepal’s top management and engineering institutes. This has helped us in getting connected with the students from these institutes which form an important pool for recruitment.

INDUSTRIAL RELATIONSWe are putting best effort to build the industrial relations with community and all the sectors at Basamadi & Hetauda. We have been able to build very good harmonious relation with all our stakeholders. Recently on May 2014 we have been able to sign

Collective Bargaining Agreement for another period of two years with our Factory Union without any disturbances.

However we continue to have challenges which have manifested through short term closures and reduced productivity.

CORPORATE SOCIAL RESPONSIBILITYThe company strongly believes that the growth has not only to be profitable but also sustainable in a socially relevant way. Over the period, the company has evolved into a responsible corporate citizen

of Nepal reaching out to a large number of families and children. In the year, 2070/2071 the company has contributed around

Rs. 6 million towards social causes.

WATER: A SCARCE RESOURCEOur Company has been helping the community people of Bsamadi-5 to get drinking water. In the past, we have spent 14.5 lacs and 27.5 lacs for boring installation and for reservoir tanks construction respectively. This year, 2070/2071 we have extended Rs. 1.5 million contribution towards purchase and installation of water pipe for the distribution of water in Basamadi -5.

HEALTH : THE ULTIMATE NEEDThe Health Clinic initiated by our Company has benefited around 6,000 people in Makwanpur. There is outdoor clinic which is conducted twice a month in and around Makwanpur. The indoor clinic opens 5 times a month for the community people where they continue to receive health consultancy. Free medicines are also provided for the needy and elderly people. We have spent a total amount of Rs 1.75 million for the health clinic this year.

The Company had contributed towards improving the facilities at the Hetauda hospital. While this was envisaged for construction of Emergency building, based on the request of the hospital, this fund was used to build a Kidney Dialysis Center which was the immediate need of the people of Hetauda.

A community building was constructed in Lewat with contribution of 5 lacs rupees. Further, the Company has contributed Rs. 1.5 Lacs to Chief District Office, Hetauda, Makwanpur for the installation of CCTV to build capability and enhancing transparency.

EDUCATION: A STEP FOR FUTURELike past years, Company has contributed in educational sector under which 18 students of Makwanpur district have been provided scholarships by the Company to study technical SLC course for 2.5 years at Engineering and Technical Institute, Balaju. This will help the young generation to get technical skills and employment within and outside Nepal.

In addition to the above, we are also providing the students of Mahendra Kiran School, Basamadi and Siddhartha Higher Secondary School, Hetauda with the laboratory equipments for practical knowledge. The Company has contributed 2.5 lacs for equipments.The Company in the past had contributed around 2.5 lacs for the different projects conducted by the Basamadi VDC. This year, 2013/2014 the council of the VDC utilized the amount for operating the higher secondary school.

CODE OF BUSINESS PRINCIPLES (COBP)Code of Business Principles is the Company’s statement of values and represents the standard of conduct which all the employees are expected to meet in their business endeavors. COBP has encouraged the Company to operate with honesty, integrity and openness. It has always remained the philosophy of a company to be successful and sustain growth for doing business. It is also applicable to everyone with whom the company is associated. The year of 2070/2071 was another sound year of corporate governance of the company.

DIVIDENDThe Board of Directors at their meeting held on 7th August 2014 recommended final dividend of NRs. 860/- per share on equity share for the financial year ended on 16th July, 2014. If approved, the dividend will be paid to the shareholders who are registered or get


registered in the books of the Company within seven (7) days from the book closure date, which will be notified.

AUDITORSThe statutory Auditors M/s. T.R.Upadhaya & Co, Chartered Accountants, Kathmandu, retire from the office and are not eligible to offer themselves for reappointment as per section 111 (3) of Company’s Act,2063. Audit Committee of the Company has recommended appointment of J. B. Rajbhandary & DiBins Chartered Accountants as statutory Auditors for the financial year commencing from 17th July 2014 (Shrawan 1, 2071)

BUSINESS RISK & FUTURE OUTLOOKAs we march into the future, we remain committed to exceed expectations by delivering sustained, competitive and profitable growth. We believe it is imperative for us to stay true to what lies at the heart of our success through key building blocks of our success such as strong innovations, greater consumer value, increased market development and world class execution. We have tremendous opportunity to expand the business in Nepal and to capitalize on the economic growth agenda that awaits Nepal as a country. This growth opportunity is expected to attract intense competition and our Company is well poised to defend and expand its market leadership positions in a determined manner.

We not only leverage upon our access to world class resources research and development as being a part of Unilever but also continuously focus upon the key building blocks of our success. We are therefore, optimistic about our growth prospects.

ACKNOWLEDGEMENTOn behalf of the Board, I would like to thank the Leadership Team for their continued leadership excellence and thank employees and workmen across Nepal for their achievement in delivering such strong results. My thanks also goes to my Board colleagues for their continued support and guidance.

The Board wishes to thank the shareholders and the various Government agencies for their continued support. The Board would also like to thank our Retailers, Wholesalers, Distributors, Suppliers of Goods & Services, Clearing and Forwarding Agents and all other business associates and acknowledge their efficiency and continued support in promoting such healthy growth in the Company’s business.

Mr. Ambar Bahadur Thapa, HR and Corporate Affairs Manager and Company Secretary, has superannuated on 31st July 2014. The Unilever Nepal Board wishes to thank him and acknowledge his continued commitment and contribution during his service period.

By Order of the Board

Pradeep Banerjee7th August, 2014, Thursday Chairman

DIRECTORS Mr. Pradeep Banerjee, Chairman

Mr. Ravi Bhakta Shrestha

Mr. Bharat Bahadur Thapa - Independent Director

Mr. Sashi Raj Pandey

Mr. Hemant Bakshi

Mr. Dev Bajpai

Mr. Srikanth Srinivasamadhavan - Managing Director

COMPANY SECRETARY Mr. Ambar Bahadur Thapa

AUDITORS T. R. Upadhya & Company

P.O. Box 4414, Kathmandu

BANKERS Standard Chartered Bank Nepal Ltd.

Nepal SBI Bank Limited

Bank of Kathmandu Limited

Himalayan Bank Limited

Rastriya Banijya Bank

REGISTERED OFFICE Basamadi V.D.C.-5

& FACTORY P.O Box-11, Hetauda

Dist. Makwanpur, Nepal

Tel: 977-57-411047

CORPORATE OFFICE Heritage Plaza II

Block C&D, 4th floor

Kamaladi, Kathmandu

Tel:977-1-4169151

Fax: 977-1-4169153

GPO Box: 7765, Kathmandu, Nepal

SHARE REGISTERED N.C.M. Merchant Banking Limited

Kamal Pokhari

P. Box No. 7423

Tel: 977-1-4423219

Kathmandu, Nepal


We have audited the accompanying financial statements of Unilever Nepal Limited (the “Company”) which comprise the balance sheet as at 16 July 2014, and the statement of income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Nepal Accounting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Nepal Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

REPORT ON THE REQUIREMENTS OF THE COMPANIES ACT 2063

We have obtained information and explanations asked for, which, to the best of our knowledge and belief, were necessary for the purpose of our audit. In our opinion, the balance sheet, the statements of income and the cash flows have been prepared in accordance with the requirements of the Companies Act 2063 and are in agreement with the books of account of the Company; and proper books of account as required by law have been kept by the Company.

To the best of our information and according to explanations given to us and from our examination of the books of account of the Company necessary for the purpose of our audit, we have not come across cases where Board of Directors or any employees of the Company have acted contrary to the provisions of law relating to the accounts, or committed any misappropriation or caused loss or damage to the Company relating to the accounts in the Company.

OPINION

In our opinion, the financial statements give a true and fair view of the financial position of Unilever Nepal Limited as of 16 July 2014, and its financial performance and its cash flows for the year then ended in accordance with Nepal Accounting Standards and Companies Act 2063.

Shashi SatyalManaging Partner

T. R. Upadhya & Co.Chartered Accountants

Date: 13th, August, 2014Place: Kathmandu

INDEPENDENT AUDITOR’S REPORT


ADDITIONAL DISCLOSURE AS PER SECTION 109(4) OF THE COMPANIES ACT, 2063

1. Details of Share Forfeiture : - No shares have been forfeited till date.

2. Transactions with subsidiaries : - The company has no subsidiaries.

3. Information provided to the company by its substantial share holders in the previous financial year : -

Hindustan Unilever Limited, which is the majority share holder, provided the company all information related to new product innovations, marketing mix, information on price movements of commodities, system related information and technology etc. No information was provided to the company by any other substantial share holder.

4. Share Purchase by Directors and Officials of the company during the year : -

Mr. Ravi Bhakta Shrestha ,Director bought the Company’s 640 shares from the secondary market .

5. Information received on the personal interest of Directors and their close relatives in any agreement / contract entered into by the company :-

Mr. Ravi Bhakta Shrestha, Director and representative of JV partner Sibkrim Land and Industrial Company Pvt. Ltd. has business relation with the company through 3rd party operations.

6. Detail of share buy back during the year:-

The company did not buy back its own shares during the year.

7. Details of internal control systems :-

The internal control system of the company conforms to global standards and follows Unilever international guidelines. This includes:

a. Operation Manuals, procedures and guidelines for systematic conduct of operations.

b. Financial policy and accounting guidelines.

c. Independent internal audit carried out by KPMG, India

d. Periodic review of internal control systems by Management and Audit Committee.

8. Total Management expenses during the year :- Rs/Lacs Employee expenses during the full year 1515.40 Administrative expenses during the fiscal year 519.27

9. List of audit committee members, their remuneration and facilities:

Name Remuneration Mr. Bharat Bahadur Thapa ** Chairman

Mr. Ravi Bhakta Shrestha ** Member Mr. Hemant Bakshi ** Member Mr. Dev Bajpai ** Member

During the year, the Audit Committee reviewed the internal audit report and the actions initiated for resolving the issues. Audit committee also reviewed the Business Risks status and reviewed the actions initiated by Management to mitigate & address such Business Risks. The audit committee reviewed annual accounts, significant accounting policies & notes to accounts, additional disclosure as per section 109(4) of the Companies Act, 2063 and preliminary statutory audit report issued by Statutory Auditors (T.R. Upadhya and Co.) and recommended their adoption by the Board of Directors.

(**) During the year, a total amount of Rs.1,75,500 was paid as meeting fees to Mr. Bharat Bahadur Thapa & Mr. Ravi Bhakta Shrestha. Moreover, travel expenses of all Audit Committee members for attending the Audit Committee meetings are borne by the company whenever required.

10. Amount receivable by the company from Directors, Managing Director, substantial shareholders and their close relatives and associated firms, companies etc :-

Nil.

11. Remuneration, allowances and facilities given to Directors, Managing Director, Chief Executive Officer and Officials during the year:

(Rs/Lacs)

S.N. Particulars Directors MD Managers/Officers/Staff

1. Meeting Fee 3.78 - -2. Salary & Allowances - 162.68 675.373. Car Facility No Yes Yes4. Accommodation No Yes Note (b)5. Insurance Coverage No No Yes6. Number of Persons 6 1 81

Notes:-

a) Office car with driver, fuel and maintenance are provided to the Managing Director, Supply chain Manager , Finance Manager ,Marketing Manager ,Sales Manager and HR & Corporate Affairs Manager.

b) Unfurnished/Furnished rented accommodation or HRA provided to Expatriate Managers as per terms and conditions of employment of the individuals.

c) Travel expenses of the Directors, whenever required for attending the Board meetings, are borne by the company.

12. Unclaimed Dividends :- Total unclaimed dividend is Rs 166.77 lacs as on Ashad 32, 2071.

13. Other matters required to be disclosed in the director’s report by the Companies Act, 2063 or other laws in force :-

Nil.

14. Other relevant issues :- Nil.


BALANCE SHEETAs at 32 Ashad , 2071 (16th July, 2014)

(NPR)

Schedules As at32 Ashad, 2071

As at31 Ashad, 2070

SOURCES OF FUNDS SHAREHOLDERS' FUND

Share capital 1 9,20,70,000 9,20,70,000 Reserves and Surplus 2 1,41,42,39,216 1,20,44,52,976

GRAND TOTAL 1,50,63,09,216 1,29,65,22,976 NON-CURRENT ASSETS Fixed assets 3

Gross block 54,97,15,752 50,70,90,009 Less: accumulated depreciation (28,15,70,807) (29,29,12,318)

Net block - A 26,81,44,945 21,41,77,691 Capital work in progress - B 1,36,06,020 1,45,14,604 INVESTMENTS Fixed deposits -C 65,70,50,000 45,53,50,000 Deferred tax assets - D 1,25,58,065 1,26,16,545 Current asset, Loans and advances

Inventories 4 50,21,48,349 51,55,64,807 Sundry debtors 5 23,98,82,435 27,43,50,397 Prepaid, loans, advances, deposits and other receivables 6 27,24,70,412 30,54,37,978 Cash and cash equivalents 7 39,18,79,144 26,21,01,849

Total current assets - E 1,40,63,80,340 1,35,74,55,031 LESS: CURRENT LIABILITIES AND PROVISIONS

Current liabilities 8 53,05,41,141 43,31,52,285 Provisions 9 32,08,89,013 32,44,38,610

Total current liabilities - F 85,14,30,154 75,75,90,896 Net Current assets (G= E-F) 55,49,50,186 59,98,64,135 Grand total (A+B+C+D+G) 1,50,63,09,216 1,29,65,22,976 Contingent liabilities 10 Significant accounting policies and other explanatory notes 17

This is the Balance Sheet referred to in our report of even date attached

Pradeep Banerjee Chairman Srikanth Srinivasamadhavan Managing Director

Ravi Bhakta Shrestha Director Shashi Satyal Managing Partner

Sashi Raj Pandey Director Pramod Nair Finance Manager

Bharat Bahadur Thapa Independent Director Ambar Bahadur Thapa Company Secretary

Hemant Bakshi Director

Dev Bajpai Director

Date: 13th August, 2014 For T. R. Upadhya & Co. Place: Kathmandu, Nepal Chartered Accountants


(NPR)

Schedules Current Year Previous Year

INCOMESales less return 11 4,36,18,13,992 4,48,64,03,720 Other income 12 50,79,19,034 28,40,25,461

Total income 4,86,97,33,026 4,77,04,29,181 EXPENDITURE

Cost of materials 13 2,39,58,94,964 2,45,09,56,113 Manufacturing expenses 14 36,39,81,768 32,94,99,275 Administrative expenses 15 14,17,61,271 13,06,25,837 Selling and distribution expenses 16 65,76,54,922 60,84,30,027 Financial expenses 2,52,005 1,34,131 Exchange (gain)/loss (5,49,415) 4,31,565 Depreciation 3 1,76,78,909 1,35,68,908

Total Expenditure 3,57,66,74,424 3,53,36,45,856 Operating Profit 1,29,30,58,600 1,23,67,83,325

Provision for inventory obsolescence 2,34,59,773 (51,29,047)Provision for assets write off 77,59,634 4,73,790

Profit before provision for bonus 1,26,18,39,193 1,24,14,38,582 Provision for bonus 11,47,12,654 11,28,58,053

Profit before tax 1,14,71,26,539 1,12,85,80,529 Provision for taxation:

Current (23,75,49,819) (32,18,01,407)Deferred (58,480) (14,41,342)

Profit after tax 90,95,18,240 80,53,37,780 Profit brought forward from previous year 1,20,44,52,976 1,02,51,91,196

Profit available for appropriation 2,11,39,71,216 1,83,05,28,976 Less: Final dividend 69,97,32,000 62,60,76,000

Balance carried over to balance sheet 1,41,42,39,216 1,20,44,52,976 Earning per share (in NPR) (Face Value NPR 100 each)

Basic 988 875 Diluted 988 875

No. of sharesBasic 9,20,700 9,20,700 Diluted 9,20,700 9,20,700

Significant accounting policies and notes to accounts 17

INCOME STATEMENTFor the year ended 32 Ashad, 2071 (16 July, 2014)

This is the Income Statement referred to in our report of even date attached






Dev Bajpai Director



CASH FLOW STATEMENTFor the year ended 32 Ashad, 2071 (16 July, 2014)

(NPR)

Current Year Previous Year

A. CASH FLOWS FROM OPERATING ACTIVITIES Net profit after tax 90,95,18,240 80,53,37,780 Adjustment for:

Depreciation 1,76,78,909 1,35,68,908 Provision for income taxes 23,76,08,299 32,32,42,749 Provision for bonus 11,47,12,654 11,28,58,053 Provision for inventory obsolesense 2,34,59,773 (51,29,047)Provision for assets write off 77,59,634 4,73,790Interest received (2,89,72,074) (1,85,08,888)

Operating profit prior to change in working capital 1,28,17,65,435 1,23,18,43,345

Changes in Working CapitalDecrease/(increase) in current assets 4,96,32,580 42,65,494Increase/(decrease) in current liabilities (1,73,23,795) (25,74,76,241)

Cash generated from operating activities 1,31,40,74,221 97,86,32,599

Advance income tax paid (23,95,69,356) (22,61,51,185)

Net cash flows from operating activities 1,07,45,04,865 75,24,81,415

B. CASH FLOW FROM INVESTING ACTIVITIESSale/(purchase) of fixed assets (7,26,97,713) (8,16,37,128)Sale of fixed assets 4,30,070 0Interest received 2,89,72,074 1,85,08,888 Decrease/(increase) in investment on FD (20,17,00,000) 0

Net cash flows from investing activities (24,49,95,570) (6,31,28,240)

C. CASH FLOWS FROM FINANCING ACTIVITIES Dividend paid (69,97,32,000) (62,60,76,000)

Net cash flows from financing activities (69,97,32,000) (62,60,76,000)

Net Increase/(decrease) in cash and cash equivalents (A+B+C) 12,97,77,295 6,32,77,174 Opening cash and cash equivalents 26,21,01,849 19,88,24,676Closing cash and cash equivalents 39,18,79,144 26,21,01,849

Break-up of cash and cash equivalents As at 32 Ashad, 2071 As at 32 Ashad, 2070Cash in hand 90,759 49,288 Balance with banks - current account 39,17,88,385 26,20,52,561

This is the Cash Flow Statement referred to in our report of even date attached






Dev Bajpai Director



(NPR)

Share Capital Accumulated Profit Total

Balance as on 1 Shrawan, 2068 9,20,70,000 83,25,91,206 92,46,61,206 Net Profit for the period - 73,58,12,990 73,58,12,990 Dividend - (54,32,13,000) (54,32,13,000)Issue of share capital - - - Adjustment as a result of change in accounting policies - -Adjustment related to prior periodBalance as at 31 Ashad, 2069 (15 July, 2012) 9,20,70,000 1,02,51,91,196 1,11,72,61,196 Net Profit for the period - 80,53,37,780 80,53,37,780 Dividend - (62,60,76,000) (62,60,76,000)Issue of share capital - - -Adjustment as a result of change in accounting policies - - -Adjustment related to prior periodBalance as at 31 Ashad, 2070 (15 July, 2013) 9,20,70,000 1,20,44,52,976 1,29,65,22,976 Net Profit for the period - 90,95,18,240 90,95,18,240 Dividend - (69,97,32,000) (69,97,32,000)Issue of share capital -Adjustment as a result of change in accounting policiesAdjustment related to prior period -Balance as at 32 Ashad, 2071 (16 July, 2014) 9,20,70,000 1,41,42,39,216 1,50,63,09,216

STATEMENT OF CHANGES IN EQUITYfor the year ended 32 Ashad, 2071 (16 July, 2014)

This is the Statement of Changes in Equity referred to in our report of even date attached






Dev Bajpai Director

Date: For T. R. Upadhya & Co. Place: Kathmandu, Nepal Chartered Accountants


SCHEDULEFor the year ended 32 Ashad, 2071 (16 July, 2014)

1) SHARE CAPITAL (NPR)

As at31 Ashad, 2071

As at32 Ashad, 2070

Authorised capital 3,000,000 Ordinary Shares of NPR 100 each 30,00,00,000 30,00,00,000 (Previous Year 30,00,000 Equity Shares of NPR 100 each)

Issued capital 920,700 Equity Shares of NPR 100 each 9,20,70,000 9,20,70,000 (Previous Year 9,20,700 Equity Shares of NPR 100 each)

Subscribed and paid-up capital920,700 Equity Shares of NPR 100 each 9,20,70,000 9,20,70,000 (Previous Year 9,20,700 Equity Shares of NPR 100 each)

Of which 7,36,560 shares held by Hindustan Unilever Limited, Mumbai, India46,035 shares held by Sibkrim Land and Industrial Pvt. Ltd.1,38,105 held by the general public

2) RESERVES AND SURPLUS (NPR)

As at31 Ashad, 2071

As at32 Ashad, 2070

Accumulated profit Income statement 1,41,42,39,216 1,20,44,52,976

1,41,42,39,216 1,20,44,52,976

3) FIXED ASSETS

Gross Block Depreciation Net BlockDepeciation

Rates %Cost as at

16.07.2013Additions

CapitalisedDeductions

Write-OffCost as at

16.07.2014As at

16.07.2013For the year Deductions As at

16.07.2014As at

16.07.2014As at

16.07.2013Land - 56,15,140 - - 56,15,140 - - - - 56,15,140 56,15,140

Building 2.5 11,83,07,390 1,33,90,717 - 13,16,98,107 6,76,26,337 21,95,717 - 6,98,22,054 6,18,76,053 5,06,81,053

Plant and machinery 7.0 34,64,18,814 5,85,53,053 (2,47,33,802) 38,02,38,065 19,89,63,853 1,35,01,120 (2,30,88,489) 18,93,76,484 19,08,61,581 14,74,54,961

Furniture and fixtures 7.0 2,18,17,415 4,35,500 (21,87,393) 2,00,65,522 1,42,71,350 7,40,636 (20,15,681) 1,29,96,305 70,69,217 75,46,065

Motor vehicle 15.0 15,27,364 - (15,27,364) - 15,27,364 - (15,27,364) - - -

Computers 20.0 1,34,03,888 12,27,027 (25,31,995) 1,20,98,920 1,05,23,414 12,41,436 (23,88,885) 93,75,965 27,22,955 28,80,474

Capital work in progress

- 1,45,14,604 (9,08,584) - 1,36,06,020 - - - - 1,36,06,020 1,45,14,604

As at 16th July 2014 52,16,04,613 7,26,97,713 (3,09,80,554) 56,33,21,773 29,29,12,318 1,76,78,909 (2,90,20,419) 28,15,70,808 28,17,50,965 22,86,92,297


4) INVENTORIES (NPR)

As at31 Ashad, 2071

As at32 Ashad, 2070

Raw materials 20,02,35,177 17,46,32,846 Packing materials 12,88,12,179 12,05,69,434 Stores and spares 2,41,59,673 1,92,59,685 Material in transit 11,20,12,695 5,61,25,798 Stock in process 37,14,563 1,02,65,932 Finished goods 8,69,12,849 16,42,32,761 Promotional materials 39,26,689 46,44,054

55,97,73,825 54,97,30,510 Less: Provision for obsolescence stock (5,76,25,476) (3,41,65,703)

50,21,48,349 51,55,64,807

5) SUNDRY DEBTORS (UNSECURED) (NPR)

As at

31 Ashad, 2071As at

32 Ashad, 2070Sundry debtors (considered good) 23,98,82,435 27,43,50,397 Debts outstanding for a period exceeding six months considered doubtful - -

23,98,82,435 27,43,50,397 Less: Provision for doubtful debts - -

23,98,82,435 27,43,50,397

6) PREPAID, LOANS, ADVANCES, DEPOSITS AND OTHER RECEIVABLES (NPR)

As at31 Ashad, 2071

As at32 Ashad, 2070

Loans and advances to employee 17,28,978 10,28,673 Other advances recoverable in cash or in kind or for value to be received 23,42,779 12,80,733 Advance to suppliers 16,91,013 54,88,765 VAT deposit - 6,84,45,545 Other receivables (Elida Nepal Pvt. Ltd ) 26,34,61,374 22,65,88,462 Deposit 6,91,275 6,63,495 Prepaid expenses 25,54,993 19,42,305 27,24,70,412 30,54,37,978

7) CASH AND CASH EQUIVALENTS

(NPR)As at

31 Ashad, 2071As at

32 Ashad, 2070Cash in hand 90,759 49,288 Balance with banks 39,17,88,385 26,20,52,561

39,18,79,144 26,21,01,849

SCHEDULEFor the year ended 32 Ashad, 2071 (16 July, 2014) (Contd.)


8) CURRENT LIABILITIES (NPR)

As at31 Ashad, 2071

As at32 Ashad, 2070

Sundry creditors and other payablesCreditors for goods and services 16,12,34,652 10,02,04,703 Creditors for expenses and other liabilities 25,16,87,521 22,57,73,790

Advance from customers 8,36,588 2,00,140 Deposit - others 5,00,000 5,00,000 Royalty payable 7,19,66,996 5,58,25,464 Audit fee payable 5,68,750 5,68,750 Other payable 15,17,750 8,77,241 TDS payable 34,95,579 63,33,343 VAT payable 2,20,56,030 2,79,41,615 Unclaimed dividend 1,66,77,276 1,49,27,238

53,05,41,141 43,31,52,285

9) PROVISIONS (NPR)

As at31 Ashad, 2071

As at32 Ashad, 2070

Provision for housing 9,33,95,420 9,33,95,420 Provision for bonus 11,47,12,653 11,28,58,052 Provision for leave encashment 38,55,753 32,15,163 Provision for taxation 1,57,09,81,410 1,33,49,38,053 Less: Advance income tax (1,49,28,34,572) (1,25,32,65,216)Provision for damaged assets - 25,18,790 Other provisions 3,07,78,349 3,07,78,349

32,08,89,013 32,44,38,610

10) CONTINGENT LIABILITY (NPR)

As at31 Ashad, 2071

As at32 Ashad, 2070

Additional Income Tax Claims not acknowledged as debtsIncome Tax Claims for Financial Year 2003-04 to 2009-10 2,34,09,075 1,13,25,779 Unexpired letter of credit and acceptances 11,23,31,396 8,35,58,464

13,57,40,471 9,48,84,243



11) SALES LESS RETURN (NPR)


Gross sales 4,36,18,13,992 4,48,64,03,720 Less: returns - - 4,36,18,13,992 4,48,64,03,720

12) OTHER INCOME (NPR)


Service charges on elida sales 45,45,94,539 23,65,90,265 Sale of scrap, containers, drums etc 1,50,52,282 1,40,60,426 Interest received 2,89,72,074 1,85,08,888 Old VRS write back - 78,66,502 Other income from lease, others and overdue 93,00,139 69,99,380 50,79,19,034 28,40,25,461

13) COST OF MATERIALS (NPR)


Material Consumed Opening Stock

Raw material 17,46,32,846 17,56,45,291 Packing material 12,05,69,434 10,52,37,205

29,52,02,280 28,08,82,496 Add : Purchase 2,34,58,68,760 2,54,92,06,958

2,64,10,71,039 2,83,00,89,454 Less : Closing stock

Raw material 20,02,35,177 17,46,32,846 Packing material 12,88,12,179 12,05,69,434

Cost of material consumed (A) 2,31,20,23,683 2,53,48,87,174 Changes in inventories of FG and WIP

Opening stockWork in process 1,02,65,932 1,29,66,772 Finished goods 16,42,32,761 7,76,00,859

17,44,98,693 9,05,67,631 Less : Closing stock

Work in process 37,14,563 1,02,65,932 Finished goods 8,69,12,849 16,42,32,761

Increase(-)/decrease in stock in process and finished goods (B) 8,38,71,281 (8,39,31,061)

Total Cost of Materials Consumed (A+B) 2,39,58,94,964 2,45,09,56,113



14) MANUFACTURING EXPENSES (NPR)


Salaries, wages and allowances 5,85,16,461 5,03,45,074 Contribution to provident fund 29,01,515 29,37,592 Other employee related expenses 93,81,000 81,33,204 Processing charges 13,29,06,007 13,03,55,072 Electricity, fuel and water 4,29,36,076 5,74,56,662 Repairs and maintenance 2,47,25,373 2,12,69,200 Production consumables 28,19,767 25,01,486 Godown rent 7,94,448 22,66,041 Insurance charges 36,57,440 35,96,570 Quality control charges 6,76,628 7,23,046 Royalty 8,46,67,054 4,99,15,329

36,39,81,768 32,94,99,275

15) ADMINISTRATIVE EXPENSES (NPR)


Salaries and allowances 6,72,80,176 6,20,17,831 Contribution to PF and pension fund 55,20,154 38,21,463 Other employee related expenses 21,94,784 22,06,214 Rent 66,71,213 62,08,825 Electricity, fuel and water 12,44,163 9,59,836 Travelling, conveyance and accomodation expenses 1,94,64,248 1,40,19,578 Audit Fees & Expenses:

Audit fees: 5,25,000 5,25,000 Other audit fees 1,50,000 1,50,000 Audit expenses 3,07,059 4,49,703

Community service expenses 44,93,502 67,17,535 Legal expenses 6,49,550 7,91,097 AGM expenses 11,52,889 11,76,438 Board meeting expenses 8,54,604 9,72,914 Telephone expenses 32,43,648 28,34,135 Printing and stationery/EDP expenses 35,12,843 49,59,095 Security expenses 60,65,035 48,26,204 Professional services 62,81,933 60,99,806 Motor vehicle expenses 79,41,110 76,94,803 Miscellaneous expenses 42,09,360 41,95,361

14,17,61,271 13,06,25,837

16) SELLING AND DISTRIBUTION EXPENSES (NPR)

Current Year Previous YearAdvertisement expenses 48,09,48,722 43,69,30,397 Sales Promotion expenses 10,70,558 1,20,34,974 Handling and distribution expenses 17,56,35,642 15,94,64,656

65,76,54,922 60,84,30,027



17) SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNT

A. THE COMPANY

Unilever Nepal Limited (“Company”) is a public limited company, listed in the Nepal Stock Exchange Ltd, incorporated under the Companies Act, 2063 of Nepal. The registered office of the Company and the principal place of business are located at Basamadi VDC-5, Makwanpur, Nepal.

The main objectives of the Company are to manufacture, sell and distribute Detergents, Scourers, Laundry Soaps, Soap, Noodles, Toilet Soaps and Personal Products.

B. SIGNIFICANT ACCOUNTING POLICIES

1 Basis of preparation

The balance sheet, statements of income, cash flows and changes in equity, together with the accounting policies and notes (Financial Statement) of the Company as at 16 July, 2014 and for the year then ended comply with the generally accepted accounting principles (“GAAP”)and Nepal Accounting Standards (“NAS”) except otherwise stated.

The financial statements are presented on a historical cost basis and the presentation requirements of the Companies Act, 2063.

2 Use of estimates

The preparation of the financial statements in conformity with GAAP and NAS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of balance sheet. Actual amount could differ from those estimates. Any differences from those estimates are recorded in the period in which they are identified.

3 Going concern

The financial statements are prepared on the assumption that the Company is a going concern.

4 Comparative information

The accounting policies have been consistently applied by the Company and are consistent with those used in the previous period. All figures are rounded off to the nearest rupee. Previous period’s figures have been regrouped/rearranged wherever necessary.

The financial statements have been prepared for 12 months commencing from 16 July 2013 to 16 July 2014.

5 Revenue recognition

Sales are recognized net of returns and value added taxes when the significant risks and rewards of ownership of the goods have transferred to the buyer in accordance with terms of sales. Breakage and leakage claims from customers are charged as promotional expenses upon approval.

Income earned from rendering Management & Marketing services to a private limited company in Nepal for marketing and selling Unilever products is recognized on rendering of the services and grouped under the Other Income as ‘Service Charges on Elida Sales’.

Lease rentals from plant and machinery leased to other third party manufacturers are recognised on accrual basis over the period of the lease. Other income is recognised on accrual basis.

Interest income is recognised on the time proportion basis.

6 Fixed assets and depreciation

Fixed assets are stated at historical cost less accumulated depreciation and inclusive of all expenses up to the commissioning/ putting the assets to use. Cost includes inward freight, duties and taxes other than recoverable from the government, and expenses incidental to acquisition.

Depreciation is provided on the straight-line method based on the estimated useful lives of the assets determined by the management. Depreciation on additions to fixed assets is charged on pro-rata basis in the year of purchase. The useful life of the assets and the corresponding rates at which the assets are depreciated are as follows:

ParticularsUseful Life

(Years)Depreciation

Rate (%)Building 40 2.5Plant and machinery 14.29 7Furniture and fixtures 14.29 7Motor vehicles 6.67 15Computer accessories 5 20

7 Impairment

At balance sheet date, an assessment is done to determine whether there is any indication of impairment of the carrying amount of the fixed assets. If any such indication exists, an asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of asset exceeds its recoverable amount.

An assessment is also done at each balance sheet date whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. If any such indication exists the asset’s recoverable amount is estimated. The carrying amount of the fixed asset is increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss is recognised in the income statement.

After recognition of an impairment loss or reversal of an impairment loss as applicable, the depreciation charge for the asset is adjusted in future periods to allocate the asset’s revised carrying amount, less its residual value (if any), over its remaining useful life.

8 Investments

Investments are valued at lower of cost or current market value.

9 Inventories

Inventories are valued at lower of cost or net realizable value after providing for cost of obsolescence and other anticipated losses, where considered necessary.

In determining cost of raw materials, packing materials, stores and spares, weighted average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs



incurred in bringing the inventory to their present location and condition.

Cost of finished goods and work-in-process includes the cost of raw materials, packing materials, a proportionate share of production overheads and other cost incurred in bringing the inventories to their present location and condition.

Full provision is made for an obsolete stock that cannot be used or is damaged or defective or cannot be sold in the market. Provision is adjusted in the income statement to the extent of usage of obsolete inventory in the period of its usage.

10 Trade and other receivables

Trade debtors and other receivables are stated at book value after making due allowances for bad and doubtful debts.

11 Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short term highly liquid investments, readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

For the purpose of cash flow statements, cash and cash equivalents consist of cash in hand and balance in banks.

12 Foreign currency transactions

Foreign currency transactions, other than those covered by forward contracts, are accounted at exchange rates prevailing on the date of the transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the income statement. Differences between the forward exchange rates and the exchange rates at the date of transactions are recognized as income or expense at the end of the reporting date. Profit/loss arising on cancellation or renewal of forward exchange contracts is recognized as income/expense for the period

Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the yearend are translated at the closing exchange rate and the resultant exchange differences are recognised in the income statement.

13 Retirement benefits

The Company operates a defined benefit gratuity plan for employees. The contribution is paid to a separate entity (Citizen Investment Trust), towards meeting the gratuity obligation. The cost of providing gratuity liability is determined using the Projected Accrued Benefit Method with actuarial valuations being carried out at each balance sheet date.

Contributions to defined contribution schemes for local employees are deposited with Public Provident Fund (Karmachari Sanchaya Kosh).

Contributions to provident and pension funds of managers seconded from Hindustan Unilever Limited and Unilever Bangladesh Limited, are paid into the provident/pension funds maintained by Hindustan Unilever Limited/Unilever Bangladesh Limited. Contributions to defined contribution schemes such as provident fund are charged to the income statement as incurred.

Provision for accumulated leave is accounted for on accrual basis.

14 Software costs

Acquired computer software licenses are charged off to the income statement in the year of purchase irrespective of their estimated useful life.

15 Employees bonus

Employees Bonus has been provided at 10% of the net profit after such bonus.

16 Housing fund

Provisions for employees housing from the profits of the Company were made up to the financial year 2004-05 as per section 41 of the Labour Act 2048. Provisions for employees housing has not been made since 2005-06 as the Company has made arrangement for interest free housing loan facilities to its employees and it considers that accumulated provisions of NPR 9.34 crore is sufficient to provide housing loan facilities to all the employees.

17 Income tax

Provision for taxation has been made on the basis of the Income Tax Act 2058 and amendments related thereto.

Deferred income tax is provided on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted by the Balance Sheet date and are expected to apply when the related deferred income tax assets is realized or the deferred income tax liability is settled. The principal temporary difference arise from depreciation of fixed assets, provision for VPA, provision for Green Field Allowance and Inter Regional Bonus, provision for leave encashment and provision for inventory obsolescence.

Deferred tax assets are recognized where it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred tax related to temporary differences is recognized in the income statement.

18 Production at third party manufacturing locations

The Company has made arrangements for manufacturing of its licensed products with other third party manufacturers against payment of fixed conversion cost only. The purchase value of materials, conversion cost paid to such manufacturers and stock of inventories (material as well as finished goods) related to such activities has been accounted for in the books of the Company.

19 Lease

The Company leases office premises and godowns under operating leases. These leases typically run for a period of 1 to 5 year with an option to renew the lease after that date. Payments made under operating leases are recognized as an expense in the income statement on an accrual basis over the lease term.

20 Provisions and contingencies

The Company creates a provision when there exists a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation



that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made. All the contingent liabilities and the guarantees given by the Company to the third parties are disclosed in the notes to the financial statements.

21 Cash flow statementCash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals of accruals of past or future cash receipts or payments. The cash flows from regular revenue generating & investing activities of the company are segregated.

C. NOTES TO ACCOUNTS

1 Contingent liabilities

(With reference to Schedule 10)

1.1 Unexpired letters of credits and acceptance

Unexpired irrevocable letter of credit and acceptance NPR 11,23,31,396 (PY NPR 8,35,58,464).

1.2 Income tax matters

The Large Taxpayers Office (“LTO”) has opened self-assessment returns filed by the Company for the Financial Years 2060-61, 2061-62, 2062-63, 2063-64, 2064-65 and 2065-66 and demanded additional tax of NPR 128,043,936 (PY NPR 121,496,236). The Company has contested the demands as not payable and filed appeals. The appeals for demand for the Financial Years 2060-61, 2061-62, 2062-63 and 2063-64 are pending at the Supreme Court, for 2064-65 at the Revenue Tribunal and for 2065-66 at the Inland Revenue Department. The Company has made a provision of NPR 14,97,84,099 (PY NPR 14,62,65,304) on a conservative basis and created contingent liability of NPR 2,34,09,075 (PY NPR 1,13,25,779) against the additional tax amount demanded. LTO has carried out a preliminary assessment of the self-assessment returns for the Financial Year 2066-67 and is yet to submit a final assessment order. Self-assessment returns for the Financial Years 2067-68 to 2069-70 has been filed by the Company with the LTO.

1.3 Value added tax (VAT) matters

The Company has filed appeals with the Revenue Tribunal for additional demand raised by the LTO on account of VAT for the Financial Years 2064-65 and 2065-66 amounting to NPR 2,039,411 and NPR 3,690,349, respectively. The Revenue Tribunal has issued a decision in favour of the Company for the appeal filed in 2064-65 whereas the decision for 2065-66 is yet to be issued. The Company on a conservative basis has made sufficient provisions against the above demands of the LTO in the books of account.

1.4 Employee housing

The management has filed a writ petition with the Hon’ Supreme Court against the verdict of Appellate Court on a case filed

by workmen union demanding that provisions for employee housing be made from the profits as required by Section 41 of the Labour Act 2048. Pending decision of the Hon Supreme Court, no provisions have been made for employee housing since the financial year 2005-06.

1.5 Employees bonus

The management has filed a writ petition with the Hon’ Supreme Court against the verdict of Labour Court on a case filed by the workmen union opining that the provisions for employees bonus is not made in accordance with the law resulting in lower distribution of bonus to employees. The Company has contested that it has been making the provisions for Employees bonus as per NAS and the relevant law. Decision from the Hon Supreme Court is pending.

1.6 Customs duty and value added taxes on imported raw materials

The Birgunj Custom Office and Dry port office had issued a letter to the Company in the previous year demanding that it should deposit the shortfall amount of customs duty and the value added taxes amounting to NPR 1,27,90,636 and NPR 57,08,381, respectively for not installing the splitting and distillation plant required for claiming rebate on import of certain raw materials for the production of soap. The Company has filed a petition with the Hon Supreme Court stating that it is not required to install the splitting and distillation plant to produce soap, since the raw materials required for the production are not produced by the Company itself but imported and has deposited the amount under protest with the customs and inland revenue authorities. The final decision is pending from the Supreme Court however, the Company has deposited NPR 1,43,64,426 under protest in the respective custom offices and on a conservative basis, has made provisions of NPR 41,34,591for possible liabilities in the books of account.

2 Lien on company’s fixed assets

Company’s assets viz land and factory buildings have been mortgaged in the name of its bankers for the purpose of credit facility.

Of the total investment in fixed deposits, NPR 5,70,50,000 has been pledged with a bank for the purpose of extending housing loans to the employees.

3 Gratuity fund

Additional provision of NPR 35,76,260 (PY NPR 7,71,216) has been made for employee gratuity liability during the year to match the liability for employee gratuity computed according to actuarial valuation. The liability of employee gratuity as per actuarial valuation method as at 16 July, 2014 was NPR 1,66,93,717(PY 1,24,98,015). The employee gratuity liability is fully funded.

4 Royalty

Royalty payable to Hindustan Unilever Limited, India and Unilever PLC, London for use of trademark of certain products has been accrued based on approval received from Department of Industry/Nepal Government.



5 Deferred Taxation

Carrying amount of assets and liabilities where temporary differences arising on 16 July, 2014 are as follows:

(Amount in NPR)Carrying Amount

Tax Base Amount

Diff Asset/ (Liability)

Tax Rate (%)

Def. Tax Asset/ (Liability)

Temporary difference for:Provision for leave encashment 38,55,753 - 38,55,753 18 6,94,036Provision for LA/IRB 10,67,856 - 10,67,856 18 1,92,214Provision for inventory obsolescence 5,76,25,479 - 5,76,25,479 18 1,03,72,586Provision for VPA 69,83,860 - 69,83,860 18 12,57,095Property, plant and equipment 26,81,44,944 26,83,79,021 2,34,076 18 42,134Net deferred tax assets /(liabilities) as on 16 July, 2014 1,25,58,064Net deferred tax assets as on 15 July, 2013 1,26,16,545Adjustment in income statement (58,480)

6 Operating Lease

Lease rental expenses

The Company has entered into a lease arrangement for office premises, residential apartment and godown space for a period of 1 to 5 years. The future minimum lease rental income under non-cancellable operating lease is as follows:

(Amount in NPR)

Current Year

Amount due within one year from the balance sheet

1,31,74,967

Amount due in the period between one year to five years

57,68,230

Amount later than five years -

Lease rental income The Company has entered into agreements with Ganga Soap &

Chemicals Industries Pvt Ltd, and Unique Soap Industries for production of goods at their location. For such purpose, the Company has provided plant and machineries to these parties on lease, which are operating leases as per NAS 15 and income from such rentals as follows:

(NPR)

Ganga Soap &

Chemical Ind. Pvt Ltd

Unique Soap

IndustriesTotal

Not later than one year 16,50,000 4,30,000 20,80,000Later than one year to not later than five years

40,56,250 3,22,500 43,78,750

Later than five years - - -Total 57,06,250 7,52,500 64,58,750

7 Free extra quantity offer and other Trade Terms Structure (TTS):

Free extra quantity offers and other trade scheme expenses have been charged to the income statement under Selling and Distribution expenses.

8) Related Party Transactions

Unilever Nepal Limited- Related Parties1 Parent Company Hindustan Unilever Ltd.2 Parent of the Holding

CompanyUnilever PLC

3 Subsidiary of Enterprises that control the Company

Unilever India Export Limited

4 Subsidiary of Holding Company

Unilever Asia Pvt. Ltd.

5 Significant Influence Sibkrim Land Ind. Co. (Pvt.) Ltd.6 Associate (Third party) Ganga Soap & Chemical Ind. (Pvt.) Ltd.7 Associate (Third party) National Soap Industries(Pvt.) Ltd.8 Associate (Third party) Unique Soap & Chemical Industries (Pvt.) Ltd.9 Associate (Third party) Omkar Soap & Chemical Industries (Pvt.) Ltd.10 Key Management

PersonnelMr. Srikanth Srinivasamadhavan

a) Summary of transactions with the above Related Parties and outstanding balances are as follows:

Transactions Outstanding Balance Current Year

(NPR)Previous Year

(NPR)Current Year

(NPR)Previous Year

(NPR)Purchase of Raw Materials from Enterprises that controls the company (HUL)

24,18,63,233 - 8,32,31,097 -

Purchase of Raw Materials from Subsidiary of Enterprises that control the Company (UIEL)

15,96,44,348 28,98,00,300 1,70,61,464 10,67,519



Transactions Outstanding Balance Current Year

(NPR)Previous Year

(NPR)Current Year

(NPR)Previous Year

(NPR)Processing Charges from Associate (Third party)

13,29,06,008 13,03,55,072 2,70,34,803 1,34,94,950

Royalty to Unilever PLC

2,00,72,311 1,80,95,152 1,70,61,464 2,87,78,315

Royalty to Hindustan Unilever Limited

6,45,94,743 3,18,20,177 5,49,05,531 2,70,47,147

b) Key management personnel compensation

Current year

(NPR)

Previous Year(NPR)

Short-term employee benefits 2,26,70,077 1,73,26,494

Post employment benefits 26,46,543 18,46,790

Other long-term benefits Nil Nil

Termination benefits Nil Nil

Share based payment Nil Nil

9) Additional information:

9.1. Licensed/Installed annual capacities

Licensed Capacity Installed CapacityCurrent

Year (Mt)Previous Year (Mt)

Current Year (Mt)

Previous Year (Mt)

Detergents/Scourers/laundry

52,950 36,750 35,500 35,500

Toilet soaps 10,000 10,000 10,000 10,000Personal products

18,231 8,281 10,035 7,781

Soap noodles 11,660 11,660 11,660 11,660Tea 5,000 5,000 - -Vanaspati 10,000 10,000 - -

9.2. Production/Purchases of Finished Goods

Current Year (Mt)

Previous Year (Mt)

Detergents/scourers/laundry* 20,186 20,375Toilet soaps 5,587 6,514Personal products 5,321 5,358

31,094 32,247

*Produced at third Party locations

9.3. Sales

Current Year Previous YearM.T. NPR M.T. NPR

Detergents/Scourers/laundry

20,476 1,26,98,29,901 20,312 1,22,78,28,075

Toilet soaps 6,026 1,14,77,74,815 6,014 1,19,03,15,407Personal products

5,376 1,94,42,09,274 5,295 2,06,82,60,238

Total 31,878 4,36,18,13,990 31,621 4,48,64,03,720

9.4. Closing stock


*Detergents/Scourers/laundry

654 3,43,25,928 944 4,32,62,811

Toilet soaps 126 1,69,36,818 565 7,36,87,969Personal products

153 3,56,50,103 208 4,72,82,067

Total 933 8,69,12,849 1,717 16,42,32,847

*Produced at third party manufacturing locations

9.5. Material Consumed


Raw, chemicals, perfumes etc.

27,391 1,89,51,79,363 27,897 1,90,03,08,411

Packing materials

- 58,02,71,578 - 63,45,78,764

Net change in WIP

6 65,51,369 9 27,00,840

Finished goods variance

837 7,73,19,912 (626) (8,66,31,902)

Total 28,234 2,55,93,22,222 27,280 2,45,09,56,113

10 Capital commitments The Capital commitment (net of advances) on account of capital

works in expansion of the factory as on 32 Ashad, 2071 (16 July, 2014) is NPR 2,48,67,388 (PY: NPR 87,43,920).


a) Summary of transactions with the above Related Parties and outstanding balances are as follows: (Contd.)

Lakme Lever Private Limited Lakme Lever Private LimitedPB 57Annual Report 2014-15


Anita Sandeep Zutshi – Director and Chief Financial OfficerPushkaraj Shenai – Whole - time DirectorAlok Joshi - DirectorV. Kannan - Independent DirectorNikhilesh Panchal - Independent Director

M/s. B S R & Co. LLP Shree Niwas House, 1st FloorH. Somani Marg, FortMumbai - 400 001.

To the Members,

Your Company’s Directors are pleased to present the 7th Annual Report of the Company along with Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. in lakhs)



Revenue from Operations 22,728.13 8,159.47

Loss before taxation (3,430.41) (1,627.24)

Loss after taxation (3,430.41) (1,627.24)

Loss for the year (3,430.41) (1,627.24)

Profit & Loss Account balance brought forward from previous year (7,541.39) (5,914.15)

Profit & Loss Account balance carried forward (10,771.68) (7,541.39)

DIRECTORS’ REPORT

Lakme Lever Private Limited

OPERATIONAL REVIEWYour Company has 230 salons, of which 56 are Company owned / managed and 174 are franchisee salons. Your Company delivered double digit growth for the fifth consecutive year, although the market slowed down by consumers pulling back on discretionary spends. While net expansion during the financial year was 25 salons, the business also ‘reinvented’ half the network with backstage inspired interiors and a trendy Runway Secrets portfolio.

Innovations like the Moroccan Liquid Gold Ritual and Nutristraight Quadratherapy have delighted consumers and driven growth. Your Company will continue to receive support from Hindustan Unilever Limited, the holding Company to drive growth in this attractive market opportunity.

MERGER OF AQUAGEL CHEMICALS PRIVATE LIMITED (ACPL) WITH THE COMPANYDuring the year under report, the Board of Directors of your Company, subject to necessary approvals, approved the Scheme of Amalgamation of Aquagel Chemicals Private Limited (ACPL), a wholly owned subsidiary of Hindustan Unilever Limited (HUL) with the Company. The Hon’ble High Court of Bombay has, vide its order dated 6th February, 2015, approved the Scheme of Amalgamation of ACPL with the Company with effect from the 1st April, 2014 (the appointed date). Consequently, the entire business and all assets and liabilities of ACPL were transferred and vested in the Company. In view of the above amalgamation, the figures for the year ended 31st March, 2015 are not strictly comparable to that of the previous year.

SHARE CAPITAL Consequent to the merger of Aquagel Chemicals Private Limited with the Company, the Authorised Share Capital of ACPL of 21,00,000 Equity Shares of Rs. 100/- each got added to the Authorised Share Capital of the Company. Accordingly, the Authorised Share Capital of the Company as on 31st March, 2015 is 7,21,00,000 Equity Shares of face value of Rs. 10/- each.

During the year, 27,21,088 Equity Shares of face value of Rs. 10/- each at a premium of Rs. 137/- per equity share were issued on Rights basis to Hindustan Unilever Limited, the holding Company. Further, consequent to the merger of Aquagel Chemicals Private Limited with the Company, 1,31,86,459 Equity Shares of the Company of face value of Rs. 10/- each were allotted to the shareholders of Aquagel Chemicals Private Limited at a swap ratio of 6.57 in exchange of 20,05,600 equity shares of Rs. 100/- each. As on 31st March, 2015, the paid up capital of the Company is 3,59,07,547 Equity Shares of face value of Rs. 10/- each.

DIVIDENDThe Directors do not recommend any dividend for the year under review.

DIRECTORSThe Board of Directors appointed Mr. V. Kannan and Mr. Nikhilesh Panchal as Independent Directors and Mr. Alok Joshi as a Non-Executive Director of the Company with effect from 31st March, 2015. In accordance with the provisions of Section 161 of the Companies Act, 2013, they would hold office till the forthcoming Annual General Meeting. Mr. V Kannan and Mr. Nikhilesh Panchal are eligible to be appointed as Independent Directors and Mr. Alok Joshi is eligible to be appointed as a Director liable to retire by rotation. The Company has received a Notice under Section 160 of the Companies Act, 2013, along with the requisite deposit, from Hindustan Unilever Limited as a Member signifying its intention to propose their candidature as Directors.

During the year, Mr. Dev Bajpai resigned from the Board of Directors of your Company. The Board placed on record its appreciation for the services rendered by him during his tenure as a Director.

The Independent Directors have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

The Independent Directors have been familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the

Lakme Lever Private Limited Lakme Lever Private Limited58 59Annual Report 2014-15

industry in which the company operates and business model of the Company.

In accordance with the provisions of Companies Act, 2013, Ms. Anita Sandeep Zutshi retires by rotation from the Board of Directors at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.



During the financial year ended 31st March, 2015, seven Board meetings were held on 23rd April, 2014, 8th July, 2014, 11th August, 2014, 27th November, 2014, 12th January, 2015, 20th March, 2015 and 31st March, 2015. The interval between any two meetings was well within the maximum allowed gap of 120 days.

COMMITTEES OF THE BOARDThe Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with the specific areas / activities which concern the Company and need a closer review. The Board Committees are set up under formal approval of the Board to carry out clearly defined roles. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all Committees are placed before the Board for review.

The Board has established the following Committees:

AUDIT COMMITTEEIn accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee of your Company was reconstituted during the year with Mr. Nikhilesh Panchal, Independent Director as Chairman and Mr. V. Kannan and Ms. Anita Sandeep Zutshi as its Members.

During the year, Mr. Dev Bajpai and Mr. Pushkaraj Shenai ceased to be the Members of the Committee.

The Audit Committee performs the following functions:• Recommendation for appointment, remuneration and terms of

appointment of Auditors of the Company;• Reviewing and monitoring the Auditor’s independence and

performance and effectiveness of audit process;• Examination of financial statement and the auditor’s report thereon;• Approval or any subsequent modification of transactions of the

Company with related parties;• Scrutiny of inter – corporate loans and investments;• Valuation of undertakings and assets of the Company, wherever

it is necessary;• Evaluation of internal financial controls and risk management

systems;• Monitoring the end use of funds raised through public offers and

related matters.

The minutes of each Audit Committee meeting are placed at the subsequent meeting of the Board.

The Audit Committee met four times during the financial year ended 31st March, 2015 on 23rd April, 2014, 22nd September, 2014, 27th November, 2014 and 20th March, 2015.

NOMINATION AND REMUNERATION COMMITTEEIn accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee was reconstituted during the year with Ms. Anita Sandeep Zutshi as Chairperson and Mr. Pushkaraj Shenai, Mr. V. Kannan and Mr. Nikhilesh Panchal as its Members.

During the year, Mr. Dev Bajpai ceased to be the Member of the Committee.

The minutes of each Nomination and Remuneration Committee meeting are placed at the subsequent meeting of the Board.

The Nomination and Remuneration Committee met twice during the financial year ended 31st March, 2015 on 14th August, 2014 and 31st March, 2015.

BOARD MEMBERSHIP CRITERIAThe Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the Company follows a defined criteria for identification, screening, recruiting and recommending candidates for election as a Director on the Board. The criteria for appointment to the Board include:• composition of the Board which is commensurate with the size

of the Company, its portfolio, geographical spread and its status as a Public Company.

• desired age and diversity on the Board;• size of the Board with optimal balance of skills and experience

and balance of Executive and Non-Executive Directors consistent with requirements of the law;



• avoidance of any present or potential conflict of interest;• availability of time and other commitments for proper

performance of duties;• personal characteristics being in line with the Company’s values,

such as integrity, honesty, transparency, pioneering mindset.

RELATED PARTY TRANSACTIONSAll Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm’s Length basis. In terms of Section 134(3)(h) of the Companies Act, 2013, the details of contracts / arrangements entered into with Related Parties are provided in Form AOC-2 as an Annexure to this Report.

RESPONSIBILITY STATEMENTThe Directors confirm that:i. in the preparation of the annual accounts, the applicable

accounting standards have been followed and that no material departures have been made from the same;






PERSONNELDisclosure with respect to remuneration of employees as per Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015 is appended hereto as an Annexure to this Report.

REWARD POLICYThe Reward philosophy of the Company is to provide market competitive total reward opportunity that has a strong linkage to and reinforces the performance culture of the Company, the intent being to ensure that the principles of reward philosophy are followed in entirety, thereby facilitating the Company to recruit and retain the best talent. The ultimate objective is to gain competitive advantage by creating a reward proposition that inspires employees to deliver Company’s promise to consumers and the world and achieve superior operational results.

The guiding principles for Company’s reward policies / practices, which are applicable for Directors and all employees of the Company, are as follows:1. Open, Fair, Consistent and Explainable: increase transparency

and ensure fairness and consistency in Reward framework.2. Insight and Engagement: make Reward truly relevant to the

employees by using leading edge tools that helps the Company ‘hear’ how employees feel about their Reward.

3. Innovation: continuously improve Company’s Reward through innovations based on insight, analytics and Unilever’s expertise.

4. Simplicity, Speed and Accuracy: simplify reward plans and processes and deliver the information employees need quickly, clearly and efficiently.

5. Business Results: Company’s business results are the ultimate test of whether Reward solutions are effective and sustainable.




DECLARATIONS AND CONFIRMATIONSThe Company has adequate internal financial control system in place which operates effectively. According to the Directors of your Company, elements of risks that threaten the existence of your Company are very minimal. Hence, no separate risk management policy is formulated.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.



COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENTAs per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC), designating an external independent member as a Chairperson of the Committee, which was beyond the requirements of law. During the period 1st April, 2014 to 31st March, 2015, 7 complaints with allegations of sexual harassment were received and the same have been investigated as per the provisions of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy conservation and technology absorption are concerned, are not applicable to the Company.

The details of Foreign Exchange Earnings and Outgo are as follows:

(Rs. in lakhs)

ParticularsFor the year ended

31st March, 2015For the year ended

31st March, 2014

I Earnings - -

II Outgo 1,494.58 36.59




Mumbai 29th April, 2015

Anita Sandeep ZutshiDirector(DIN: 03534695)

Pushkaraj Shenai Director(DIN: 03518297)


I. REGISTRATION AND OTHER DETAILSi) CIN : U24247MH2008PTC188539ii) Registration Date : 1st December, 2008iii) Name of the Company : Lakme Lever Private Limitediv) Category / Sub-Category of the Company : Private Limited Company/ Company having Share

Capitalv) Address of the Registered office and contact details : Shree Niwas House, 1st Floor,

H. Somani Marg, Fort, Mumbai – 400001 Telephone No : 022 3983 2532 E - mail : [email protected]

vi) Whether listed Company : Novii) Name, Address and Contact details of Registrar and Transfer Agent, if any : NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description ofmain products

NIC Code of theProduct


1 Cosmetics 20237 102 Salon Income 96020 333 Income from job work contracts 20231 57

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSl.No.


% of shares held

Applicable Section



100 2(46)

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) i) Category-wise Shareholding



No. of Shares held at the end of the year *

% Changeduring



A. Promoters1. Indian – Bodies Corporates - 1,99,99,999 1,99,99,999 100 - 3,59,07,547 3,59,07,547 100 0.002. Foreign - - - - - - - - -Total shareholding of Promoter

- 1,99,99,999 1,99,99,999 100 - 3,59,07,547 3,59,07,547 100 0.00

B. Public Shareholding - - - - - - - -C. Shares held by

Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 1,99,99,999 1,99,99,999 100 - 3,59,07,547 3,59,07,547 100 0.00

* Increase pursuant to allotment by way of additional equity and merger consideration






SlNo.

Shareholder’sName

Shareholding at the beginning of the year Shareholding at the end of the year %change

in Share holding

during the year

No. of Shares

% of total Shares

of the company



No. of Shares

% of total Shares

of the company



1. Hindustan Unilever Limited * 1,99,99,999 100 NIL 3,58,81,490 99.94 NIL 0.062. Hindustan Unilever Limited

j/w Pradeep Banerjee **0 0.00 NIL 5,970 0.02 NIL 0.02

3. Hindustan Unilever Limited j/w P. B. Balaji **

1 0.00 NIL 5,486 0.02 NIL 0.02

4. Hindustan Unilever Limited j/w Dev Bajpai **

0 0.00 NIL 5,483 0.02 NIL 0.02

5. Hindustan Unilever Limited j/w BP Biddappa **

0 0.00 NIL 3,123 0.00 NIL 0.00

6. Hindustan Unilever Limited j/w Nilendu Sarkar **

0 0.00 NIL 2,998 0.00 NIL 0.00

7. Hindustan Unilever Limited j/w Suman Hegde **

0 0.00 NIL 2,998 0.00 NIL 0.00

Total 2,00,00,000 100 NIL 3,59,07,547 100 NIL 0.00 * Increase pursuant to allotment by way of additional equity and merger consideration ** Shares allotted consequent to merger


Sl.No.

Name of the Shareholder (to be checked in all companies)

Shareholding at the beginning of the year


No. of shares


No. of shares


1. Hindustan Unilever LimitedAt the beginning of the year

Allotment of fresh equity shares on 20.03.2015Allotment on 20.03.2015 pursuant to merger

At the End of the year

1,99,99,99927,21,088

1,31,60,4033,58,81,490

100100

99.9499.94

1,99,99,9992,27,21,0873,58,81,4903,58,81,490

100100

99.9499.94


Allotment on 20.03.2015 pursuant to merger At the End of the year

15,4855,486

0.000.020.02

15,4865,486

0.000.020.02

3. Hindustan Unilever Limited j/w Pradeep BanerjeeAt the beginning of the year


05,9705,970

0.000.020.02

05,9705,970

0.000.020.02

4. Hindustan Unilever Limited j/w Dev BajpaiAt the beginning of the year


05,4835,483

0.000.020.02

05,4835,483

0.000.020.02

5. Hindustan Unilever Limited j/w B. P. BiddappaAt the beginning of the year


03,1233,123

0.000.000.00

03,1233,123

0.000.000.00

6. Hindustan Unilever Limited j/w Nilendu SarkarAt the beginning of the year


02,9982,998

0.000.000.00

02,9982,998

0.000.000.00

7. Hindustan Unilever Limited j/w Suman HegdeAt the beginning of the year


02,9982,998

0.000.000.00

02,9982,998

0.000.000.00



v) Shareholding of Directors and Key Managerial Personnel The Directors and Key Managerial Personnel of the Company did not hold any shares in the Company during the financial year ended

31st March, 2015.

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loansexcludingdeposits

UnsecuredLoans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

---

70,00,00,0000

1,64,47,150

---

70,00,00,0000

1,64,47,150TOTAL (i+ii+iii) 71,64,47,150 71,64,47,150Change in Indebtedness during the financial year *• Addition• Reduction

--

178,76,77,14580,00,00,000

--

178,76,77,14580,00,00,000

NET CHANGE (98,76,77,145) (98,76,77,145)Indebtedness at the end of the financial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

---

167,76,76,1450

4,45,74,600

---

167,76,76,1450

4,45,74,600TOTAL (i+ii+iii) 172,22,50,745 172,22,50,745

* Includes changes consequent to merger

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager

(Rs. in lakhs)Sl. No.

Particulars of Remuneration Mr. Pushkaraj Shenai, Whole-time Director

1. Gross salarya. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 1,14,24,853b. Value of perquisites u/s 17(2) Income-tax Act, 1961. 35,50,000c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961. -

2. Stock Option -3. Sweat Equity -4. Commission -

TOTAL (A) 1,49,74,853

Ceiling as per the Act Not applicable. The Remuneration paid to Mr. Pushkaraj Shenai is covered under General Circular No. 07/2015 dated 10th April, 2015 issued by the Ministry of Corporate Affairs

B. Remuneration to other directors Directors other than the Whole-time Director did not receive any remuneration from the Company.

C. Remuneration To Key Managerial Personnel Other Than MD / Manager / WTD The Key Managerial Personnel of the Company do not receive any remuneration from the Company.



Anita Sandeep Zutshi Pushkaraj Shenai Mumbai : 29th April, 2015 Director

[DIN: 03534695]Director [DIN: 03518297]


1. Details of contracts or arrangements or transactions not at arm’s length basis – N.A2. Details of material contracts or arrangements or transactions at arm’s length basis

(In Crores)Name of Related Party Nature of relationship Nature of contract* AmountHindustan Unilever Limited Holding Company Sale of Services 0.12

Conversion Income 128.71Commission 0.81Purchase of Goods 1.32Expenses 3.92Management Fees 2.22Royalty and technical know-how expenses 1.89Reimbursement of expenses towards seconded employees 5.53

* All transactions are in the Ordinary Course of Business, at Arm’s Length basis and are of on-going nature. All transactions are placed before the Audit Committee of the Company. The terms of these transactions are governed by the respective agreements/terms of purchase.



[DIN: 03534695]Director [DIN: 03518297]


Disclosure of remuneration of employees under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014



employmentPushkaraj Shenai 41 B.Arch,

PGDBM16.10.2012 Chief Executive

Officer1,49,74,853 98,52,222 17 Mckinsey

& Co

- Remuneration Received Gross includes salary, allowances, commission, performance linked variable pay disbursed, taxable value of perquisites and Company’s contribution to provident fund. Remuneration Received Net includes Gross Remuneration less income tax, profession tax and employees contribution to provident fund.


- Nature of employment is contractual for employees - Other terms and conditions as per Company’s Rules - Employee is not related to any Director of the Company. - None of the employees is covered under Rule 5(3)(viii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of Section 197 of

the Companies Act, 2013On behalf of the Board


[DIN: 03534695]Director [DIN: 03518297]


Form AOC–2(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and

Rule 8(2) of the Companies (Accounts) Rules, 2014)


REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of Lakme Lever Private Limited(“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Board of Directors is responsible for the matters stated in sub section 5 of Section 134 of the Companies Act, 2013 (“the Act”) with respect to the preparation of these 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 RESPONSIBILITYOur responsibility is to express an opinion on these 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 there under.We conducted our audit in accordance with the Standards on Auditing specified under sub section of 10 of Section 143 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 misstatementAn 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 financial statements.

INDEPENDENT AUDITORS’ REPORTto the Members of Lakme Lever Private Limited

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2015, and its loss and its cash flows for the year ended on that dateREPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the

Order’), issued by the Central Government of India in exercise of powers conferred by sub section 11 of section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.




(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.


(e) On the basis of the written representations received from the Directors as on March 31, 2015 and taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2015 from being appointed as a Director in terms of sub section 2 of Section 164 of the Act.


1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note 20 to the financial statements);

2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses (Refer Note 43 to the financial statements) and;

3. There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company

For B S R & Co. LLPChartered AccountantsFirm’s Registration No. 101248W/W-100022

Akeel MasterPlace: Mumbai PartnerDate: 29th April, 2015 Membership No: 046768


ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT - 31 MARCH, 2015(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 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 two years. In accordance with this programme, a portion of fixed assets of the Company were physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory, except goods-in-transit has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.



(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act.


(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 the rules framed there under.

(vi) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013, for the products and services of the Company.

(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, Service tax, Excise duty, Value added tax, cess, Professional tax have 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, Excise duty, Value added tax, Professional tax were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Value added tax, Service tax, Excise duty and cess which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned in Annexure 1 to this report.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, accordingly the provisions of clause 3(vii c) of the Order are not applicable to the Company.

(viii) The Company’s accumulated losses at the end of the financial year are less than fifty per cent of its net worth.The Company has not incurred cash losses during the current year but had incurred cash losses in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, accordingly the provisions of clause 3(ix) of the Order are not applicable to the Company.

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

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

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




Note As at 31st March, 2015



Shareholders' fundsShare capital 3 3,590.76 2,000.00 Reserves and surplus 4 11,509.70 (7,541.39)

Non-current liabilitiesLong-term borrowings 5 13,776.76 7,000.00 Other long-term liabilities 6 156.55 162.43 Long-term provisions 7 89.87 2.44

Current liabilitiesTrade payables 8 2,753.51 1,433.52 Other current liabilities 9 4,752.56 710.72 Short-term provisions 10 21.45 0.11

TOTAL 36,651.16 3,767.83

ASSETS

Non-current assetsFixed assets

Tangible assets 11 14,453.34 1,274.13 Intangible assets 12 13,001.24 -

Capital work-in-progress 2,697.54 13.52 Deferred tax asset 40 - - Long-term loans and advances 13 2,597.25 990.83 Other non-current assets 14 6.99 6.99 Current assets

Inventories 15 1,197.85 696.38 Trade receivables 16 1,212.61 465.48 Cash and bank balances 17 447.86 254.53 Short-term loans and advances 18 1,036.48 64.12 Other current assets 19 - 1.85

TOTAL 36,651.16 3,767.83 Significant accounting policies 2Contingent liabilities, capital and other commitments 20









Pushkaraj Shenai Anita Sandeep Zutshi Director Director[DIN: 03518297] [DIN: 03534695]

Amit BhasinCompany SecretaryMembership No. A16804





Note Year Ended 31st March, 2015


REVENUE FROM OPERATIONS (GROSS) 21 22,729.65 8,159.47 Less: Excise duty (1.52) -

Revenue from operations (Net) 22,728.13 8,159.47 Other income 22 260.45 115.40 TOTAL REVENUE 22,988.58 8,274.87

EXPENSES Cost of materials consumed 23 1,589.35 958.53 Purchases of stock-in-trade 24 1,612.63 1,235.33 Changes in inventories of stock-in-trade 25 (130.01) (210.88) Employee benefits expenses 26 5,196.89 2,962.90 Finance costs 27 1,828.71 613.18 Depreciation and amortisation expenses 28 6,262.22 236.71 Other expenses 29 10,033.41 4,106.11 TOTAL EXPENSES 26,393.20 9,901.88 Profit/(loss) before exceptional items and tax (3,404.62) (1,627.01)Exceptional items 30 (25.79) (0.23)Profit/(Loss) before tax (3,430.41) (1,627.24)Tax expenses Current tax - - Deferred tax credit/(charge) - -PROFIT/(LOSS) FOR THE YEAR (3,430.41) (1,627.24)Earnings per equity share

Basic and diluted (Face value of Rs. 10 per share) 31 Rs. (10.31) Rs. (8.14) Significant accounting policies 2 Other notes 32-45













A CASH FLOW FROM OPERATING ACTIVITIES:Profit/(Loss) before exception items & tax (3,430.41) (1,627.24)Adjustments for:

Depreciation and amortisation expenses 6,262.22 236.71 Deficit on scrapping of fixed assets 118.61 54.67 Interest income (15.88) (11.15)Interest expense 1,828.71 613.18 Provision for doubtful debts and advances 43.07 0.99 Bad debts written off 41.68 55.81

8,278.41 950.21 Cash generated from operations before working capital changes 4,848.00 (677.03)Adjustments for:

(Increase)/decrease in trade receivables 317.02 1.24 (Increase)/decrease in short-term loans & advances (845.45) 2.63 (Increase)/decrease in other-current assets 1.85 - (Increase)/decrease in long-term loans & advances (49.44) (119.53)(Increase)/decrease in other non-current assets - 0.21 Increase/(decrease) in trade payables 627.96 11.92 Increase/(decrease) in long-term provisions (186.56) -Increase/(decrease) in short-term provisions (115.22) - Increase/(decrease) in other current liabilities (369.93) 113.99 Increase/(decrease) in other long-term liabilities (5.88) 162.43 (Increase)/decrease in inventories (193.81) (210.88)

(819.46) (37.99)Cash generated from/(used in) operations 4,028.54 (715.02)

Taxes paid (net of refunds) (418.28) 58.90 Cash flow before exceptional items 3,610.26 (656.12)Exceptional items:

Increase in liability for retirement benefits arising from changes in actuarial assumption

25.79 0.23

Net cash generated from/(used in) operating activities - [A] 3,636.05 (655.89)

B CASH FLOW FROM INVESTING ACTIVITIES: Purchase of tangible assets (4,242.06) (559.20) Interest received - 10.23 Net cash generated from/(used in) investing activities - [B] (4,242.06) (548.97)








C CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from rights issue of equity share capital 4,000.00 - Interest paid (1,784.29) (602.93)Inter corporate deposit taken 6,300.00 1,890.00 Inter corporate deposit repaid (8,000.00) -

Net cash generated from/(used in) financing activities - [C] 515.71 1,287.07 Net increase /(decrease) in cash and cash equivalents - [A+B+C] (90.30) 82.21 Cash and cash equivalents at the beginning of the year 254.53 172.32 Add: Transferred pursuant to amalgamation (Refer Note 3(e)) 283.63 - Revised cash and cash equivalents at the beginning of the year 538.16 172.32 Cash and cash equivalents at the end of the year 447.86 254.53

Cash and cash equivalents comprise of: Cash on hand 11.54 23.50 Balances with banks - Balance with scheduled banks - current account 436.32 230.03 - Bank deposits (having original maturity of less than three months) - 1.00

447.86 254.53

Notes i. The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), ‘Cash

Flow Statements’. ii. Figures in brackets indicate cash outgo. iii. The previous year’s figures have been regrouped/restated wherever necessary to conform to this year’s classification. iv. During the year the Company acquired Aquagel Chemicals Private Limited as described in note 3 (e). This being a share swap

arrangement, is a non cash transaction.










1) COMPANY INFORMATIONLakme Lever Private Limited (the ‘Company’) is a wholly owned subsidiary of Hindustan Unilever Limited (HUL). The Company (bearing CIN number U24247MH2008PTC188539) was incorporated on 1st December, 2008 with its main objectives to provide beauty services in the area of skin and hair through own beauty salons and franchisees, to deal in and promote health, beauty and personal care products and to operate and manage institutes and training centers in the field of beauty and wellness services. During the year the Company acquired Aquagel Chemicals Private Limited (CIN number U24110MH1990PTC254953), a fellow subsidiary of the Company, wholly owned by Hindustan Unilever Limited. It is engaged in job work business and accordingly converts raw material and packing material into semi-finished and finished goods as per the specification provided by Hindustan Unilever Limited.

2) SIGNIFICANT ACCOUNTING POLICIES2.1 Basis of preparation of accounts

These financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These Financials Statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

All assets and liabilities have been classified as current or non-current as per the criteria set out in Schedule III of the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current/non-current classification of assets and liabilities.

2.2 Use of estimates The preparation of the financial statements in conformity with the generally accepted accounting principles requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

2.3 Revenue recognition Sale of products:- Revenue from sale of products is recognised when all the significant

risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract; the Company retains no effective control of the goods transferred to a degree usually associated with ownership and no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of products. Sales are recognised net of trade discounts, rebates and sales taxes.

- Revenue from sale of gift vouchers is recognised on redemption of vouchers.

Sale of services: - Income from own salons is recognised when services are

rendered.

- Management fees and Display income are recorded as per the terms of the contract entered with the respective franchisee/ parties.

- During the year the Company acquired the job work business of Aquagel Chemicals Private Limited. Revenue in respect of jobwork activities are recognized as revenue upon transfer of significant risks and rewards of ownership of the goods to the principal, which coincides with delivery and acceptance of the goods dispatched.

- Revenue from services are recognised net of discount and service tax.

Others: - Income from training imparted is recognised over the training

period.

- Revenue from commission is recognised on delivery of the products by agent to franchisees.

- Interest on investments is recognised on a time proportionate basis taking into account the amounts invested and the rate of interest.

2.4 Expenditure Expenses are accounted on accrual basis.

2.5 Tangible assets Tangible assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance.Items of tangible assets that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value and are shown separately in the financial statements under ”Other current assets”. Any expected loss is recognised immediately in the Statement of Profit and Loss.Tangible assets not ready for the intended use on the date of Balance Sheet are disclosed as “Capital work-in-progress”Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.Depreciation is provided on a pro-rata basis as per the useful life esimates prescribed under Schedule II to the Companies Act, 2013, except for certain class of assets. Summary of the useful life estimates for all class of assets is given below -

Asset Class DetailsFreehold Land Not depreciableBuilding Depreciated as per useful life estimate not

exceeding 10 years Lease hold improvements

Depreciated as per tenure of the lease

Plant & Equipments

Depreciated over 2 to 21 years based on the technical evaluation of useful life done by the Company



Depreciated as per useful life estimate ranging from 5 to 10 years, aligned to Schedule II





2.6 Intangible assets Intangible assets are stated at cost of acquisition less accumulated amortisation and accumulated impairment losses, if any. These are amortized over the useful life of the asset not exceeding 10 years. Goodwill arising on amalgamation is amortised on a straight line basis at 25% p.a.

2.7 Impairment of assets Assessment for impairment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible are intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the individual asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount by recognising the impairment loss as an expense in the statement of profit and loss. Recoverable amount is the higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased.

2.8 Inventory Inventories including raw material, packing materials, stores, spares and fuel & consumables are valued at the lower of cost and net realisable value. Cost is computed on a weighted average basis. The net realisable value is the estimated selling price in the normal course of business considering obsolescence, estimated costs necessary to make the sale and other anticipated losses, wherever considered necessary. Finished goods include all costs of purchases and other costs incurred in bringing the inventories to their present location and condition.

2.9 Trade receivables and loans and advances Trade receivables and loans and advances are stated after making adequate provisions for doubtful balances.

2.10 Taxes on income Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred Tax is recognised, subject to the consideration of prudence, on timing differences, being the differences between taxable income and accounting income, that originate in one period and are capable of reversal in one or more subsequent years. Deferred Tax assets are not recognised on unabsorbed depreciation and carried forward tax losses unless there is virtual certainty that sufficient taxable profits will be available against which such deferred tax assets can be realised. Minimum alternative tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in

Guidance Note issued by the ICAI, the said asset is recognised by way of a credit to the Profit and Loss account and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal income tax during the specified period.

2.11 Segment reporting The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under “Un-allocated corporate expenses net of un-allocated income.

2.12 Employee benefits The Company’s superannuation fund scheme, provident fund scheme, employee state insurance scheme and labour welfare fund scheme are considered as defined contribution plans. The contribution under the schemes is recognised as an expense in the Statement of Profit and Loss, when an employee renders the related service. There are no other obligations other than the contribution payable to the respective funds. The Company’s Gratuity fund scheme is considered as defined benefit plans and the gratuity fund assets are being controlled by separate independent trust for entire Hindustan Unilever Limited and its subsidiaries including Lakme Lever Private Limited. The Group’s liability is determined on the basis of an actuarial valuation using the projected unit credit method as at Balance Sheet date. Actuarial gains / losses are recognized immediately in the Statement of Profit and Loss in the year in which they arise in the books of the holding company. The in-year current service cost of Lakme Lever Private Limited is recognized in the statement of profit and loss of the Company.

The Liability of other employee benefits like leave encashment and long term service awards is determined on the basis of an acturial valuation of the amount of employee benefits expected to be paid in exchange for the services rendered by employees and is recognised during the period when the employee renders the service.

2.13 Provisions and contingent liabilities Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the balance sheet date and are not discounted to its present value. These are reviewed at each year end date and adjusted to reflect the best current estimate.Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.




3) SHARE CAPITAL



Authorised7,21,00,000 (March 31, 2014: 7,00,00,000) equity shares of Rs. 10 each 7,210.00 7,000.00

Issued, subscribed and fully paid up3,59,07,547 (March 31, 2014: 2,00,00,000) equity shares of Rs. 10 each 3,590.76 2,000.00

3,590.76 2,000.00

Notes: i) The Board of Directors of the Company, on April 23, 2014 approved a scheme of arrangement to acquire the business of Aquagel Chemicals

Private Limited with effect from April 1, 2014. This scheme was sanctioned by the Honorable Bombay High Court on February 06, 2015 and adopted by the Board on March 20, 2015. As per the scheme of amalgamation, the authorized share capital of erstwhile Aquagel Chemicals Private Limited of 21,00,000 equity shares of Rs. 100/- each is added to the authorised share capital of the Company as 2,10,00,000 (Two crore and ten lakhs) equity shares of Rs. 10/- each.

ii) During the previous year (F.Y. 2013-14) pursuant to the resolution of the shareholders in their general meeting held on July 25, 2013, the authorised share capital was increased to 7,00,00,000 equity shares of Rs. 10/- each.




Shares outstanding as at the beginning of the year 2,00,00,000 2,000.00 2,00,00,000 2,000.00 Add: Shares issued during the year 27,21,088 272.11 - - Add: Addition on amalgamation of erstwhile Aquagel Chemicals Private Limited (Refer note 3(e)) 1,31,86,459 1,318.65 - -Balance as at the end of the year 3,59,07,547 3,590.76 2,00,00,000 2,000.00

Notes: The Board of Directors of the Company, on March 20, 2015 approved a rights issue of 27,21,088 equity shares (in the ratio of 20 equity shares for every 147 equity shares held), at the share price of Rs. 147 per equity share based on an independent share valuation.

2.14 Foreign currency translations

Foreign currency transactions are accounted at the exchange rates prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss.

Forward exchange contracts outstanding as at the year end on account of firm commitment transactions are marked to market and the losses, if any are recognised in the Statement of Profit and Loss, and gains are ignored in accordance with the announcement of the Institute of Chartered Accountants of India on ‘Accounting for Derivatives’ issued in March 2008.

2.15 Cash and cash equivalents In the cash flow statement, cash and cash equivalents include cash in hand, cheques on hand, term deposits with banks, other short-term highly liquid investments with original maturities of three months or less.

2.16 Operating leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease Payments under operating leases have been recognised as an expense in the Statement of Profit and Loss on a straight line basis over the lease term. The Company recognises the scheduled rent increases over the lease term on a straight line

basis in respect of lease rent agreements wherein the Company is reasonably certain at the inception of the lease that it will exercise the option to continue the lease for extended periods.

2.17 Borrowing costs Borrowing costs are interest and other costs (including exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred by the Company in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of those tangible fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are recognised as an expense in the period in which they are incurred.

2.18 Earnings per share Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.




b) Rights, preferences and restrictions attached to shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

c) Shares held by holding company and subsidiaries of Holding Company in aggregate



Equity Shares 3,59,07,547 (March 31, 2014 - 2,00,00,000) Equity Shares of Rs. 10 each are held by Hindustan Unilever Limited, the holding company and its nominees 3,590.76 2,000.00

d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company


Number of shares held

% of holding

Number of shares held

% of holding

Hindustan Unilever Limited, the holding company 3,59,07,547 100 1,99,99,999 100

e) Merger of Aquagel Chemicals Private Limited with the Company Pursuant to the scheme of amalgamation (‘the Scheme’) of Aquagel Chemicals Private Limited with the Company under Sections 391 to 394 of the Companies Act, 1956 (or re-enactment thereof upon effectiveness of the Companies Act, 2013) as sanctioned by Honourable High Court of Judicature of Bombay vide its Order dated February 06, 2015, which has been adopted by the Board of Directors of the Company on March 20, 2015 and filed with the Registrar of Companies on March 25, 2015, to make the scheme effective, the entire business and all assets and liabilities of Aquagel Chemicals Private Limited were transferred and vested in the Company effective from the appointed date, i.e. April 01, 2014. Accordingly the Scheme has been given effect to in these financial statements. In view of above amalgamation, the figures for the year ended March 31, 2015 are not strictly comparable to that of the previous year. Salient features of the scheme of amalgamation Aquagel Chemicals Private Limited (‘Transferor company’) was a fellow subsidiary of the Company, wholly owned by Hindustan Unilever Limited. It is engaged in job work business and accordingly converts raw material and packing material into semi-finished and finished goods as per the specification provided by Hindustan Unilever Limited. The amalgamation is intended to drive simplification by bringing both Companies on to a common platform in various processes such as legal, secretarial, accounting and controls and there by enable conduct of the company’s business more efficiently and advantageously.The appointed date for the purpose of this amalgamation is April 01, 2014 and effective date is March 25, 2015. In accordance with the scheme approved, the accounting for this amalgamation has been done in accordance with the “Pooling of Interest” method as prescribed by the Accounting Standard 14 “Accounting for Amalgamations” notified under the Companies (Accounting Standards) Rules, 2006 (as amended). Accordingly, the Company has accounted for the Scheme in its books of accounts with effect from the appointed date i.e. April 01,2014 as under –(i) With effect from the appointed date, all the assets and liabilities appearing in the books of accounts of the Transferor Company have been

transferred to and vested in the Company and have been recorded in the financial statement of the Company at their respective book values

(ii) In consideration of the transfer of the business as a going concern, the Company has issued 657 fully paid up equity shares of Rs.10 each for every 100 fully paid up equity shares of Rs.100 each of the Transferor Company to the equity shareholders of the Transferor Company.

(iii) Accordingly, 1,31,86,459 equity shares of the Company of Rs. 10/- each fully paid up are issued to the shareholders of the Transferor Company at a premium of Rs. 136.67 per share based on an independent share valuation exercise. Thus the consideration for the amalgamation is Rs. 19,340.80 Lakhs. The record date fixed for this purpose was March 20, 2015.




(iv) The value of assets and liabilities of the Transferor Company amalgamated with the Company is as under:

Non-current assets In Rs. Lakhs Tangible fixed assets (including Capital work-in-progress) 14,447.93 Long-term loans and advances 1,101.02 Current assets Inventories 307.66 Trade receivables 1,148.91 Cash and bank balances 283.63 Short-term loans and advances 125.17 Sub total 17,414.32 Non-current liabilities Long-term borrowings 8,776.76 Long-term provisions 226.40 Current liabilities Short-term borrowings 8.05 Trade payables 692.03 Other current liabilities 4,837.23 Short-term provisions 136.56 Sub total 14,677.03 Total Net assets as at April 01, 2014 2,737.29 Less: Reserves(Identity of reserves preserved following Pooling of Interest method) General reserve 531.56 Surplus in statement of Profit and loss 200.13

Balance in share capital 2,005.60

(v) The transactions of the business of Aquagel Chemicals Private Limited with effect from April 01, 2014 have been incorporated in the Company’s accounts on the basis of the audited Financial Statements of the business as at March 31, 2014, as audited by M/s. Lovelock & Lewis, Chartered Accountants, the statutory auditors of the erstwhile Aquagel Chemicals Private Limited.

(vi) The amount of share capital of the Transferor company is Rs. 2,005.61 Lakhs as stated in note 3.e.iv above. The consideration for the amalgamation being the value of the new equity shares issued and allotted by the Company is Rs. 19,340.80/- Lakhs as stated in note 3.e.iii above. The difference between the two, amounting to Rs. 17,335.98 Lakhs has been recognised as Goodwill arising on amalgamation and is disclosed under ‘Intangible Assets’. This has been amortised on a straight line basis at 25%.




Securities premium Balance as at the beginning of the year - - Addition on amalgamation of erstwhile Aquagel Chemicals Private Limited (Refer note 3(e)) 18,021.93 - Addition during the year on account of fresh issuance of shares (Refer note 3(a)) 3,727.89 - Balance as at the end of the year 21,749.82 -

General reserve Balance as at the beginning of the year - - Addition on amalgamation of erstwhile Aquagel Chemicals Private Limited (Refer note 3(e)) 531.56 - Balance as at the end of the year 531.56 -

Surplus in statement of profit and loss Balance as at the beginning of the year (7,541.39) (5,914.15) Addition on amalgamation of erstwhile Aquagel Chemicals Private Limited (Refer note 3(e)) 200.12 - Profit for the year (3,430.41) (1,627.24) Balance as at the end of the year (10,771.68) (7,541.39)

11,509.70 (7,541.39)




5) LONG–TERM BORROWINGS



UnsecuredInter corporate deposit 16,776.76 7,000.00 Less: Current maturities of long term debt (Refer Note - 9) (3,000.00) -

13,776.76 7,000.00 Notes: 1. Included above are intercorporate deposits of Rs. 8,776.76 Lakhs transferred from erstwhile Aquagel Chemicals Private Limited (Note 3(e))2. Both the above are long term borrowings from Hindustan Unilever Limited, the Holding Company 3. These were used for capital projects in the job work business and working capital requirements of salon business. These are repayable

over a period of 7 years and carry an average rate of interest at 9.34% p.a.

6) OTHER LONG-TERM LIABILITIES



Security deposits 156.55 162.43

156.55 162.43

Notes: Security deposits accepted from franchisees for salon operations, repayable on termination of contract




Provision for employee benefits (Refer Note - 36(ii)) Gratuity 29.34 - Compensated absences 19.27 - Long term service awards 3.75 2.44 Provision for income tax (net of advance tax) 21.80 - Other provisions for unpaid wages (Refer Note 44) 15.71 -

89.87 2.44

8) TRADE PAYABLES



Trade payables 2,753.51 1,433.52

2,753.51 1,433.52

Note: Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year or brought forward from previous years.







Current maturities of long term debt (Refer Note - 5) 3,000.00 - Interest accrued but not due on borrowings 445.75 164.47 Other payables Creditors for capital goods 585.17 1.37 Statutory dues (including provident fund and tax deducted at source) 109.42 82.45 Salary, wages & bonus payable 487.89 346.93

Income received in advance 124.33 115.50

4,752.56 710.72

10) SHORT TERM PROVISIONS



Provision for employee benefits (Refer Note - 36(ii)) Compensated absences 2.46 - Long term service awards 0.31 0.11 Provision for scheduled increases on operating leases 18.68 -

21.45 0.11

11) TANGIBLE ASSETS Land Leasehold

ImprovementsPlant &

EquipmentsFurniture & Fixtures

Vehicles Office Equipments


Freehold Buildings

Gross BlockBalance as at 1st April, 2013 - - 868.29 55.83 119.77 - 214.89 - 1,258.78 Additions - - 546.66 26.30 73.65 - 53.29 - 699.90 Deletions - - (71.74) 0.07 (8.51) - (14.87) - (95.05)Balance as at 31st March, 2014 - - 1,343.21 82.20 184.91 - 253.31 - 1,863.63 Addition pursuant to merger 112.15 5,157.35 - 19,640.87 66.83 9.96 111.39 53.18 25,151.73 Additions 21.38 312.32 433.03 4,399.24 164.88 - 46.03 22.63 5,399.51 Deletions - - (113.02) (7.49) (13.73) - 0.56 - (133.68)Balance as at 31st March, 2015 133.53 5,469.67 1,663.22 24,114.82 402.89 9.96 411.29 75.81 32,281.19

Accumulated DepreciationBalance as at 1st April, 2013 - - 222.16 28.38 41.69 - 100.94 - 393.17 Additions - - 136.30 13.35 35.52 - 51.54 - 236.71 Deletions - - (27.61) 0.23 (3.73) - (9.27) - (40.38)Balance as at 31st March, 2014 - - 330.85 41.96 73.48 - 143.21 - 589.50 Addition pursuant to merger - 2,209.02 13,057.31 45.07 9.96 45.80 49.67 15,416.83 Additions - 382.15 177.67 1,236.00 64.55 - 60.67 7.41 1,928.45 Deletions - - (75.10) (4.60) (17.15) - (10.07) - (106.92)Balance as at 31st March, 2015 - 2,591.17 433.42 14,330.67 165.95 9.96 239.61 57.08 17,827.86 Net BlockBalance as at 31st March 2014 - - 1,012.36 40.24 111.43 - 110.10 - 1,274.13 Balance as at 31st March, 2015 133.53 2,878.50 1,229.80 9,784.15 236.94 - 171.68 18.73 14,453.34

Note :The title deeds of Freehold Land aggregating Rs. 112.14 lakhs, acquired on transfer of business/undertakings are in the process of being transferred in the name of the Company.




12) INTANGIBLE ASSETSGoodwill Total

Gross BlockBalance as at 1st April, 2013 109.93 109.93 Additions - - Deletions - - Balance as at 31st March, 2014 109.93 109.93 Addition pursuant to merger (Refer note 3e(vi)) 17,334.98 17,334.98 Additions - - Deletions - - Balance as at 31st March, 2015 17,444.91 17,444.91

AmortizationBalance as at 1st April, 2013 109.93 109.93 Additions - - Deletions - - Balance as at 31st March, 2014 109.93 109.93 Additions 4,333.74 4,333.74 Deletions - - Balance as at 31st March, 2015 4,443.67 4,443.67

Net BlockBalance as at 31st March, 2014 - - Balance as at 31st March ,2015 13,001.24 13,001.24




Capital advances Considered good 49.85 - Considered doubtful 10.70 - Less : Allowance for doubtful loans and advances (10.70) - Security deposits 748.09 675.81 Advance income tax (net of provision for tax) 1,783.43 315.02 Other loans and advances Tax deducted at source 15.88 -

2,597.25 990.83

14) OTHER NON-CURRENT ASSETS (Unsecured, considered good unless otherwise stated)



Fixed deposit 6.99 6.99 (Against bank guarantee issued to sales tax Department)

6.99 6.99




15) INVENTORIES (Refer Note 35 (E)) (At lower of cost and net realisable value)



Stock-in-trade (includes in transit Rs. 4.37 lakhs, (Previous year Rs. 14.42 lakhs) 826.39 696.38 Stores and spares (used in job work business) 371.46 -

1,197.85 696.38

16) TRADE RECEIVABLES (Unsecured unless otherwise stated)



Considered goodOutstanding for a period exceeding six months from the date they are due for payment - - Others 1,212.61 465.48

Considered doubtfulOutstanding for a period exceeding six months from the date they are due for payment 133.27 63.15 Others - - Less: Provision for doubtful debts (133.27) (63.15)

1,212.61 465.48




Cash and bank balance Cash on hand 11.54 23.50 Balances with banks

In current accounts 436.32 230.03 Bank deposits due to mature within 12 months of the reporting date - 1.00 (Against bank guarantee issued to Sales Tax Department)

447.86 254.53




Loans and advances Considered good 563.90 64.12 Considered doubtful - 8.03 Less: Provision for doubtful advances - (8.03)

563.90 64.12 Other receivables

Cenvat credit receivable 472.58 - 1,036.48 64.12







Income accrued on deposits - 1.85

- 1.85

20) CONTINGENT LIABILITIES, CAPITAL AND OTHER COMMITMENTS



Contingent liabilitiesIncome tax matters 58.55 - Excise demand - matters 72.49 - Labour dues 88.58 - Water charges payable to Gujarat Water Infrastructure Limited, Anjar 75.60 - Performance linked incentives 40.00 - Outstanding guarantees / bonds 177.27 7.00

Capital commitmentsEstimated amount of Contracts remaining to be executed on capital account and not provided for 176.92 67.98

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.

(ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(iii) The Company’s pending litigations comprise of proceedings pending with Income Tax, Excise, and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.




Sale of products (Refer Note 35 (B)) 2,277.43 1,571.07 Sale of services (Refer Note 35 (D))

Income from own salons 4,924.74 4,433.85 Management fees 2,522.23 2,151.76 Income from job work contracts 12,871.24 -

Other operating revenue (Refer Note 35 (D)) Training income 1.17 2.79 Commission income 81.28 - Scrap sales 51.56 -

Less: Excise duty (1.52) -

22,728.13 8,159.47




22) OTHER INCOME



Interest incomeFrom bank deposits - 1.70 From others 15.88 9.45

Liabilities written back to the extent no longer required 244.57 - Reimbursement of expenses by Hindustan Unilever Limited - 104.25

260.45 115.40




Material consumed for services (Refer Note 34 (C))(Cost of materials consumed is based on derived values) 1,589.35 958.53

1,589.35 958.53

24) PURCHASES OF STOCK - IN - TRADE



Purchase of traded goods (Refer Note 35 (A)) 1,612.63 1,235.33

1,612.63 1,235.33

25) CHANGES IN INVENTORIES OF STOCK-IN-TRADE



Opening stocks 696.38 485.50 Less: Closing stocks (Refer Note 35 (E)) (826.39) (696.38)

(130.01) (210.88)




Salaries, wages and bonus 4,705.90 2,779.80 Contribution to provident fund and other funds (Refer Note - 36(I)) 164.99 100.90 Staff welfare expenses 326.00 82.20

5,196.89 2,962.90

27) FINANCE COSTS



Interest on long term borrowings 1,828.71 613.18

1,828.71 613.18




28) DEPRECIATION AND AMORTISATION EXPENSES



Depreciation on tangible assets 1,928.48 236.71 Amortisation on intangible assets 4,333.74 -

6,262.22 236.71

29) OTHER EXPENSES



Consumption of stores & swpares 1,012.87 - Power, fuel, light and water charges 2,946.67 239.15 Rent (Refer Note 34) 1,576.38 1,153.12 Repairs and maintenance

-Buildings 214.31 71.55 -Plant and machinery 535.89 0.25 -Others 203.44 -

Insurance 88.48 42.95 Rates and taxes 47.66 30.61 Packing freight and forwarding expenses 114.63 59.33 Advertising and sales promotion 1,161.30 1,141.01 Provision for doubtful debts and advances 43.07 0.99 Bad debts written off 41.68 55.81 Auditors remuneration

-Audit fees 9.67 9.55 -Tax audit fees 1.71 1.69

Travelling and motor car expenses 149.61 167.32 Royalty and technical know-how 188.76 177.31 Training expenses 9.86 92.87 Expenses shared by the Company for use of common facilities 311.42 - Purchased services 628.78 378.69 Consultancy fees 95.35 112.76 EDP expenses 96.06 59.25 Unrealised exchange loss 3.23 - Deficit on scrapping of fixed assets 118.61 54.67 Miscellaneous expenditure * 433.97 257.23

10,033.41 4,106.11

* Included above is Rs. 22.94 lakhs (2013-14 - Nil), paid towards various activities of Corporate Social Responsibility of the Company




Increase in liability for retirement benefits arising from changes in actuarial assumption 25.79 0.23 25.79 0.23




31) EARNINGS PER SHARE



Net Profit/(Loss) (3,430.41) (1,627.24)Weighted average number of equity shares outstanding 33,275,919 20,000,000 Loss per share (Rs.) basic and diluted (Face value of Rs. 10 per share) (10.31) (8.14)

32) EXPENDITURE IN FOREIGN CURRENCY



Travel expenditure - 2.57 Consultancy fees 1.79 2.65

1.79 5.22

33) VALUE OF IMPORTS (ON C.I.F. BASIS)



Purchase of traded goods - 31.37 Capital goods 1,248.29 - Others 244.50 -

1,492.79 31.37

34) OPERATING LEASEThe Company has significant operating leases for premises. These lease arrangements range for a period between 11 months and 9 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses.



With respect to all operating leasesLease payments recognised in the Statement of Profit and Loss during the year 1,576.38 1,153.12

With respect to non-cancellable operating leases, the future minimum lease payments are as follows:

Not later than one year 16.50 - Later than one year and not later than five years 17.31 -

Pursuant to clarification issued by Expert Advisory Committee of Institute of Chartered Accountants of India on Accounting Standard - 19 on Leases on recognition of operating lease rent expense, Company has decided to recognise the scheduled rent increases over the lease term on a straight line basis in respect of lease rent agreements wherein Company is reasonably certain at the inception of the lease that it will exercise the option to continue the lease for extended periods.




35) DETAILS OF TRADED GOODS AND SERVICES RENDERED



A) PURCHASE OF TRADED GOODSBeauty products 1,534.04 1,115.80 Others 78.60 119.53

1,612.64 1,235.33 B) SALE OF TRADED GOODSBeauty products 2,063.53 1,378.81 Others 213.90 192.26

2,277.43 1,571.07 C) MATERIALS CONSUMED FOR SERVICESBeauty products 1,185.20 958.53 Job work business 404.15 -

1,589.35 958.53 D) SALE OF SERVICESBeauty services 7,446.97 6,585.61 Income from job work contracts 12,871.24 - Others 134.01 2.79

20,452.22 6,588.40 E) CLOSING STOCKBeauty products 683.25 620.12 Others 143.55 76.26

826.80 696.38

36 (I) Defined Contribution Plans

(a) Provident fund (b) Employers’ contribution to employee’s state insurance (c) Family pension fund During the year, the Company has recognised the following amounts in the Statement of Profit and Loss under Employee benefits

expense.



- Employers' contribution to provident fund 91.99 20.40- Employers' contribution to employee's state insurance 22.01 27.43- Employers' contribution to family pension fund 50.99 53.07

164.99 100.90

(II) Defined benefit plans

During the year the Company has recognized under employee benefits expense Rs. 29 Lakhs as current service cost. Gratuity, Management pension and officers pension funds assets are being controlled by separate independent trusts for the entire Hindustan Unilever Limited and its subsidiaries including Lakme Lever Private Limited. These trusts maintain their assets at the group level and do not have assets identifiable specifically for Lakme Lever Private Limited. Thus all the disclosures required by Accounting Standard 15 “”Employee Benefits”” have been made in the Hindustan Unilever Limited Financial Statements.




37) SEGMENT INFORMATIONThe Company is mainly engaged in providing beauty care services through own salons and franchisees. It is also engaged in sale of beauty products. Post merger with Aquagel Chemicals Private Limited, the company operates an additional service segment of job work activities. The operations of ‘sale of beauty products’ and service business of ‘providing beauty services’ and ‘jobwork contracts’ have been considered to be governed by different set of risks and returns and hence different business segments. The entire operation of the Company being domestic, the Company is considered to be operating in one geographical segment.



REVENUEService business (Refer Note 22)

Beauty salon 7,529.02 6,588.40 Job work contracts 13,165.85 -

Beauty product business (Refer Note 22) 2,277.43 1,571.07 Total Revenue 22,972.30 8,159.47RESULTService business

Beauty salon (1,686.91) (847.63)Job work contracts 3,185.51 -

Beauty product business 583.33 457.65 Total Result 2,081.93 (389.98)Un-allocated expenditure net of un-allocated income (371.43) (624.08)Finance costs (807.17) (613.18)Amortisation of goodwill (4,333.74) - Taxation for the year - - Profit/(loss) after taxation (3,430.41) (1,627.24)

Other information

Assets Liabilities





Service businessBeauty salon 3,306.11 2,706.34 1,727.51 1,814.25 Job work contracts 17,569.60 - 13,071.62 -

Product business 919.73 829.61 60.04 124.86 Total 21,795.44 3,535.95 14,859.17 1,939.11 Unallocated corporate assets / liabilities 14,855.72 231.88 6,691.53 7,370.11 Total assets / liabilities 36,651.16 3,767.83 21,550.70 9,309.22

Capital Expenditure Depreciation





Service businessBeauty salon 710.03 699.90 303.89 236.71 Job work contracts 2,644.84 - 1,624.59 -

Total 3,354.87 699.90 1,928.48 236.71




38) DERIVATIVE INSTRUMENTS The Company uses forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions

and firm commitments.The Company does not enter into any derivative instruments for trading or speculative purposes.

The forward exchange contracts outstanding as at 31st March 2015 are as under :

Currency exchange EUR/INR a. Number of ‘buy’ contracts 1.00

(7.00)b. Aggregate currency amount 1.50

(12.80)c. Net unhedged exposure in currency 4.78

(2.58)(figures in brackets pertain to 2013-14)

39) RELATED PARTY DISCLOSURES (i) Enterprises where control exists

Ultimate Holding Company Unilever PLC

Holding Company Hindustan Unilever Limited (ii) Other related parties with whom the Company had transactions during the year

Fellow Subsidiary of Ultimate Holding Company TIGI Linea, LP

Fellow Subsidiary of Holding Company Hindustan Unilever Foundation

(iii) Key Management Personnel Pushkaraj Shenai w.e.f. 26th April, 2013

(iv) Disclosure of transactions between the Company and related parties and the status of outstanding balances as on 31st March, 2015



i) Holding company(Hindustan Unilever Limited)

Income from job work contracts 12,871.24 - Commission income 81.28 - Management fees 222.25 528.51Purchases of goods 132.32 228.28Sale of services 11.63 - Reimbursement of expenses by holding company 14.92 104.25Royalty and technical know-how 188.76 177.31Rent expense 66.07 12.25Reimbursement of salary expenses for seconded employees 553.93 - Common cost allocation expenses 311.42 - Interest on long term borrowings 1,828.71 613.18Inter corporate deposit taken 6,300.00 1,890.00Inter corporate deposit repaid 8,000.00 - Rights issued during the year (Refer note 3(a))

Face value (recorded under Share Capital) 272.11 - Premium (recorded under Securities Premium in Reserves and Surplus) 3,727.89 -

Shares issued pursuant to merger (Refer note 3(e))Face value (recorded under Share Capital) 1,318.65 - Premium (recorded under Securities Premium in Reserves and Surplus) 18,021.93 -






Outstanding as at year end-Long term borrowing

Inter corporate deposit payable 13,776.76 7,000.00Other current liabilities

Current maturities of long term debt 3,000.00 - Interest accrued on inter corporate deposit 445.75 164.47

Trade ReceivablesReceivables at year end 641.35 71.43

Trade PayablesPayables at year end 373.06 240.88

ii) Fellow Subsidiary of the Ultimate Holding Company(TIGI Linea, LP)Purchases of goodsPayables at year end - 0.45

- 5.09(Hindustan Unilever Foundation)Donations paid 22.94 -

iii) Key Management Personnel(Pushkaraj Shenai)Remuneration 149.63 121.27

40) DEFERRED TAXThe Company has unabsorbed depreciation and carried forward business losses amounting to Rs. (‘Lakhs) 6,937.34 (Previous year Rs. (‘Lakhs) 6,929.50). No deferred tax asset has been recognised as there is no virtual certainity that sufficient future taxable income would be available against which such deferred tax assets can be adjusted.

41) TRANSFER PRICINGThe Company is in the process of carrying out a study for the period from 1st April, 2014 to 31st March, 2015 on applicable transfer pricing rules, issued by the Central Board of Direct Taxes, and obtaining an accountant’s report. Adjustments towards liability for taxation, if any, on completion of transfer pricing study is currently not ascertainable.

42) WHOLE TIME DIRECTOR APPOINTMENT AND REMUNERATION

Based on the recommendation made by Nomination and Remuneration committee and approval of the Board of Directors and Shareholders of the Company, Mr. Pushkaraj Shenai was appointed as whole time director of the Company for a period of 3 years effective April 26, 2013. An application was made to Central Government seeking its approval for the period of 3 years. The Central Government however approved the appointment of Mr. Pushkaraj Shenai as a Whole-time Director of the Company for a period of 3 years and remuneration for the period of 1 year only.

The share holders of the Company in their extra ordinary general meeting held on 3rd September, 2014, by passing a special resolution, approved the appointment of Mr. Pushkaraj Shenai as a whole time director of the Company and payment of remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 (the Act) read with Part II of Schedule V of the Act.

In view of the Companies Act, 2013 being notified, a fresh application was made to the Central Government to seek approval with regard to remuneration to be paid to Mr. Pushkaraj Shenai as a Whole-time Director of the Company for the period commencing from 1 April 2014 to 25 April 2016. The said approval was received on 29th April, 2015.

The Company has paid remuneration of Rs. 149.63 lacs in the current year to Mr. Pushkaraj Shenai.

43) The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.




44) MOVEMENT OF PROVISIONS (Unpaid wages)



Opening balance - - Addition on amalgamation of erstwhile Aquagel Chemicals Private Limited (Refer note 3(e)) 219.82 Add: Provision during the year - - Less: Amounts utilised / reversed during the year (204.11) - Balance at the end of the year 15.71 -

45) Previous year figures have been audited by a firm of chartered accountants other than B S R & Co. LLP. Previous year figures have been re-grouped/re-stated wherever necessary to conform with this year’s classification.

.











Pond’s Exports Limited Pond’s Exports Limited88 89Annual Report 2014-15


Geetu Verma - DirectorGirish Anantharaman - DirectorVijit Anand - DirectorV. Kannan - Independent Director Nikhilesh Panchal - Independent Director

M/s. B S R & Co. LLP Unilever House, B. D. Sawant Marg, Chakala, Andheri (East),Mumbai - 400099

To the Members,Your Directors are pleased to present the 34th Annual Report of the Company along with Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. lakhs)



Revenue from operations, net of excise 13,827.39 13,870.59Profit before exceptional items and tax 423.47 832.87Profit for the year 473.04 339.67Profit & Loss Account balance carried forward 985.91 526.83

OPERATIONAL REVIEWOn the back of a great performance in the previous year, your Company consolidated its position by holding on to key customers and volumes inspite of a very volatile situation in Eurozone that not only had sluggish markets but also faced geopolitical issues like sanctions and counter sanctions due to Ukraine – Russia conflict.

With raw material prices firming up in the first three quarters, your Company continued to focus on innovations, product engineering, alternate sourcing and customers service, which led to meeting the customers’ expectations on styling, quality and price that in turn led to bigger share of orders from both existing customers and new customers .

Your Company also focused on complexity reduction by increasing size of production units and decreasing the number of units in order to have better control on costs and quality.

Forex had its steady decline since the second quarter but Euro started falling excessively in the last two quarters. With 75% of total sales exposure to Euro zone and with Euro having lost close to 20% against Dollar, it is expected to have even more significant impact on Business as Brands / customers are not in a position to compensate this loss through pricing. Economic environment in Europe is making it even tougher to take any price increase to mitigate loss. However, to mitigate this adverse condition, your Company will continue its focus on cost innovation, design and development, alternate sourcing, exploring dollar zones to make the business more resilient and robust.


REGISTERED OFFICEConsequent to the approval of the Board of Directors and Shareholders, the Petition filed with the Regional Director, Southern Region for shifting of Registered Office of the Company from the State

DIRECTORS’ REPORT

Pond’s Exports Limited

of Tamilnadu to the State of Maharashtra and for alteration of the situation clause of the Memorandum of Association was approved by the Regional Director on 10th December, 2014. Accordingly, the Registered Office of your Company has been shifted to Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai 400 099.

DIRECTORSDuring the year, Ms. Geetu Verma, Mr. Girish Anantharaman and Mr. Vijit Anand were appointed as Non-Executive Directors and Mr. V. Kannan and Mr. Nikhilesh Panchal were appointed as Independent Directors of the Company. In accordance with the provisions of Section 161 of the Companies Act, 2013, they would hold office till the date of the forthcoming Annual General Meeting. Ms. Geetu Verma, Mr. Girish Anantharaman and Mr. Vijit Anand are eligible to be appointed as Directors and Mr. V. Kannan and Mr. Nikhilesh Panchal are eligible to be appointed as Independent Directors of the Company.

The Company has received Notice, along with the requisite deposit, under Section 160 of the Companies Act, 2013 from Hindustan Unilever Limited as a Member signifying its intention to propose the candidature of Ms. Geetu Verma, Mr. Girish Anantharaman and Mr. Vijit Anand as Directors and Mr. V. Kannan and Mr. Nikhilesh Panchal as Independent Directors of the Company at the forthcoming Annual General Meeting.

During the year, Mr. V. Balaraman, Mr. Samardeep Subandh, Mr. Sridhar Ramamurthy, Mr. Dev Bajpai and Mr. Dinesh Thapar resigned from the Board of Directors of your Company. The Board placed on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

The Independent Directors have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013.

The Independent Directors have been familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the


industry in which the Company operates and business model of the Company.



During the financial year ended 31st March, 2015, six Board meetings were held on 25th April, 2014, 11th August, 2014, 22nd September, 2014, 28th November, 2014, 23rd March, 2015 and 30th March, 2015. The interval between any two meetings was well within the maximum allowed gap of 120 days.

COMMITTEES OF THE BOARDIn line with the requirements of Companies Act, 2013 and Rules made thereunder, your Company has constituted two new Board Committees viz. Audit Committee and Nomination and Remuneration Committee during the year. Your Company has in place all the Statutory Committees required under law.

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with the specific areas / activities which concern the Company and need a closer review. The Board Committees are set up under formal approval of the Board to carry out clearly defined roles. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes of the meetings of all Committees are placed before the Board for review.

The Board has currently the following Committees:

AUDIT COMMITTEEIn accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee of your Company was constituted during the year. The Audit Committee is currently headed by Mr. Nikhilesh Panchal, Independent Director and has Mr. V. Kannan and Mr. Girish Anantharaman as its Members. During the year, Mr. Sridhar Ramamurthy, Mr. Dev Bajpai, Mr. Dinesh Thapar, Ms. Geetu Verma and Mr. Vijit Anand ceased to be the Members of the Committee.

The Audit Committee performs the following functions:

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Reviewing and monitoring the Auditor’s independence and performance and effectiveness of audit process;

• Examination of financial statement and the auditor’s report thereon;• Approval or any subsequent modification of transactions of the

Company with related parties;• Scrutiny of inter – corporate loans and investments;• Valuation of undertakings and assets of the Company, wherever

it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and related matters.

The minutes of each Audit Committee meeting are placed in the subsequent meeting of the Board.

The Audit Committee met five times during the financial year ended 31st March, 2015 on 25th April, 2014, 11th August, 2014, 22nd September, 2014, 28th November, 2014 and 23rd March, 2015.

NOMINATION AND REMUNERATION COMMITTEEIn accordance with the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee was constituted during the year. The Nomination and Remuneration Committee is currently headed by Ms. Geetu Verma and has Mr. Girish Anantharaman, Mr. V. Kannan and Mr. Nikhilesh Panchal as its Members. During the year, Mr. Dev Bajpai, Mr. Dinesh Thapar, Mr. Vijit Anand and Mr. Sridhar Ramamurthy ceased to be Members of the Committee.

The Nomination and Remuneration Committee performs the following functions:

• Determine / Recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to the Board

• Determine the criteria for appointment including qualifications, positive attributes and independence of a Director;

• Identify candidates who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal;

• Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonuses, stock options, pension etc;

• Review and determine fixed component and performance linked incentives for Directors, along with the performance criteria;

• Determine policy on service contracts, notice period, severance fees for Directors and Senior Management

• Recommend to the Board a policy in relation to the remuneration for the Directors, Key Managerial Personnel and other employees;

• Carry out evaluation of performance of each Director and performance of the Board as a whole.

The minutes of each Nomination and Remuneration Committee meeting are placed in the subsequent meeting of the Board.

The Nomination and Remuneration Committee met twice during the financial year ended 31st March, 2015 on 17th September, 2014 and 30th March, 2015.

BOARD MEMBERSHIP CRITERIAThe Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remuneration Committee of the Company follows a defined criteria for identification, screening, recruiting and recommending candidates for election as a Director on the Board. The criteria for appointment to the Board include:

• Composition of the Board which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a Public Company.

• desired age and diversity on the Board;


• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with requirements of the law;



• avoidance of any present or potential conflict of interest;• availability of time and other commitments for proper

performance of duties;• personal characteristics being in line with the Company’s values,

such as integrity, honesty, transparency, pioneering mindset.

RELATED PARTY TRANSACTIONSAll Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm’s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.







PERSONNEL Disclosure with respect to remuneration of employees as per Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015 is appended as an Annexure to this Report.



ANNUAL RETURN EXTRACTExtract of Annual Return in Form MGT 9 under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.





CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is given below:

Conservation of energyYour Company strives cautiously to conserve energy by adopting innovative measures to change to eco friendly and cheaper fuels, reducing wastage and optimizing consumption. Some of the specific measures undertaken are listed below :

• Replacement of fuels from HSD and FO of Steam Boilers and Hot Air Generators with Bio Mass, eco-friendly fuel

• Putting upgraded technology in Utilities Area – Air Compressors, Chillers, Vacuum Pumps.

• Installation of Variable Frequency Drives for power optimisation where loads are varying

• Installation of Energy efficient lighting on the Shop floors • Installation of Energy Efficient Pumps and heat recovery systems• Recovery of Condensate and recovering heat and water in the

process plant

Above key measures have delivered significant savings in power and fuel to your Company and the journey of your Company on the effective utilization of energy conservation continues.

There was no capital investment made on energy conservation equipments during the year under review.

Technology AbsorptionThe Company maintains interaction with Unilever internationally. This is facilitated through well co-ordinated management exchange programme. The programme includes setting out governing guidelines pertaining to identifying areas of research, agreeing timelines, resource requirements etc.; scientific research based on hypothesis testing and experimentation which leads to new / improved / alternative technologies; support the development of launch ready


product formulation based on research and implementation of the launch ready product formulations in specific markets.

Your Company is receiving support and guidance from Hindustan Unilever Limited and Unilever to drive functional excellence in marketing, supply management, media buying and IT, among others, which helps your Company in product improvement, cost reduction, product development / import substitution as also to remain competitive and further step-up its overall business performance Unilever is committed to ensuring that the support in terms of new products, innovations, technologies and services is commensurate with the needs of your Company and enables it to win in the marketplace.

There was no expenditure incurred on Research and Development during the year under review.

Details of foreign exchange earnings and outgo as per the Companies Act 2013, are given below.

(Rs. lakhs)



I Earnings 11,157.75 11,090.39II Outgo 3,140.38 2,645.33




Geetu Verma Girish AnantharamanDirector Director

Date : 29th April, 2015 (DIN: 00696047) (DIN: 06968479)


i) CIN : U24246MH1981PLC261125

ii) Registration Date : 26th May, 1981

iii) Name of the Company : Pond’s Exports Limited

iv) Category / Sub-Category of the Company Limited by Shares : Public Company / Company having share capital



vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A.





II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description ofmain products / services

NIC Code of theProduct/ service


1 Leather Footwear, shoe uppers 15201 92


Sl.No.





89.99 2(46)





No. of Shares held at the end of the year % Change

duringthe yearDemat Physical Total % of Total

Shares Demat Physical Total % of Total Shares

A. Promoters1. Indian – Bodies Corporates - 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.002. Foreign - - - - - - - - -Total shareholding of Promoter

- 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.00

B. Public Shareholding - - - - - - - - -C. Shares held by Custodian

for GDRs & ADRs- - - - - - - - -

Grand Total (A+B+C) - 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.00


SlNo.

Shareholder’sName

Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding

during the year

No. of Shares % of total Shares of the

company




company



1. Hindustan Unilever Limited

1,79,10,126 89.99 NIL 1,79,10,126 89.99 NIL 0.00

2. Unilever India Exports Limited

19,90,015 10.00 NIL 19,90,015 10.00 NIL 0.00

3. V. Balaraman 1 0.00 NIL 1 0.00 NIL 0.004. Dev Bajpai j/w

Hindustan Unilever Limited

1 0.00 NIL 1 0.00 NIL 0.00

5. Ritesh Tiwari j/w Hindustan Unilever Limited

1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


SlNo.

Shareholder’sName

Shareholding at the beginning of the year Shareholding at the end of the year % change in shareholding

during the year


company




company



7. Unilever India Exports Limited j/w R. Sridhar

1 0.00 NIL 0 0.00 NIL 0.00

8. Unilever India Exports Limited j/w P. B. Balaji

0 0.00 NIL 1 0.00 NIL 0.00

9. Hemant Bakshi j/w Hindustan Unilever Limited

1 0.00 NIL 0 0.00 NIL 0.00

10. Hindustan Unilever Limited j/w Priya Nair

0 0.00 NIL 1 0.00 NIL 0.00

Total 1,99,00,147 100 NIL 1,99,00,147 100 NIL 0.00


SlNo.

Shareholder’s Name Shareholding at the beginning of the year


No. of shares % of total shares of the company


1. Unilever India Exports Limited j/w R. SridharAt the beginning of the year 1 0.00 1 0.00

Sold on 11.08.2014 1 0.00 0 0.00At the End of the year 0 0.00 0 0.00

2. Unilever India Exports Limited j/w P. B. Balaji At the beginning of the year 0 0.00 0 0.00

Purchased on 11.08.2014 1 0.00 1 0.00At the End of the year 1 0.00 1 0.00

3. Hemant Bakshi j/w Hindustan Unilever LimitedAt the beginning of the year 1 0.00 1 0.00


4. Hindustan Unilever Limited j/w Priya NairAt the beginning of the year 0 0.00 0 0.00



v) Shareholding of Directors and Key Managerial Personnel The Directors and Key Managerial Personnel of the Company did not hold any shares in the Company during the financial year ended

31st March, 2015.


V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for paymentSecured Loans

excluding deposits Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount - 4,50,00,000 - 4,50,00,000ii) Interest due but not paid - 0 - 0iii) Interest accrued but not due - 1,48,269 - 1,48,269Total (i+ii+iii) 4,51,48,269 4,51,48,269Change in Indebtedness during the financial year• Addition - 10,50,00,000 - 10,50,00,000• Reduction - 3,00,00,000 - 3,00,00,000Net Change 7,50,00.000 7,50,00.000Indebtedness at the end of the financial yeari) Principal Amount - 12,00,00.000 - 12,00,00.000ii) Interest due but not paid - 0 - 0iii) Interest accrued but not due - 9,16,143 - 9,16,143Total (i+ii+iii) 15,09,16,143 15,09,16,143

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL The Directors and Key Managerial Personnel of the Company do not receive any remuneration from the Company.


its Directors or other officers in default, if any, during the year.


Geetu Verma Girish Anantharaman Mumbai : 29th April, 2015 Director

(DIN: 00696047)Director (DIN: 06968479)

Annexure to the Directors’ ReportDisclosure of remuneration of employees under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014



employmentRajangam David V 48 B.E 01.07.1988 Customer Service

Manager74,48,597 54,07,458 26 -





Geetu Verma Girish Anantharaman Mumbai : 29th April, 2015 Director

(DIN: 00696047)Director (DIN: 06968479)


REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of Pond’s Exports Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Board of Directors are responsible for the matters stated in sub section 5 of Section 134 of the Companies Act, 2013 (“the Act”) with respect to the preparation of these 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 RESPONSIBILITYOur responsibility is to express an opinion on these 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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under sub section of 10 of Section 143 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 financial statements.

INDEPENDENT AUDITORS’ REPORTto the Members of Pond’s Exports Limited

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2015, its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the









1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 20 to the financial statements;

2. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses – Refer Note 7 to the financial statements and;

3. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

For B S R & Co. LLPChartered AccountantsFirm’s Registration No: 101248W/ W – 100022



Annexure to the Independent Auditors’ Report - 31 March, 2015(Referred to in our report of even date)


(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 two years. In accordance with this programme, all fixed assets of the Company were physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

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







(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, Service tax, Customs duty, Excise duty, Value added tax, Cess, Professional tax have 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, Service tax, Customs duty, Excise duty, Value added tax, Cess, Professional tax were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Value added tax, Service tax, Customs duty, Excise duty and cess which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned below:-

Name of the statute

Nature of dues

Amount(Rs. ‘000)

Period to which the amount relates

Forum where the dispute is pending

Excise duty Excise duty including interest and penalty, as applicable

5.01 1999-2004 Customs, Excise and Service Tax Appellate Tribunal, Chennai

Income Tax Income tax, including interest and penalty, as applicable

32.82 2008-2014 Assessing Officer


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



(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.








Shareholders’ fundsShare capital 3 199.00 199.00 Reserves and surplus 4 1,077.18 618.10

Non-current liabilitiesLong-term borrowings 5 1,000.00 250.00 Other-long term liabilities 6 - 813.57 Long-term provisions 7 398.73 393.28

Current liabilitiesTrade payables 8 2,264.52 2,348.92 Other current liabilities 9 385.27 347.80 Short-term provisions 10 51.42 51.42

TOTAL 5,376.12 5,022.09

ASSETSNon-current assets

Fixed assets Tangible assets 11 304.47 301.99

Non-current investments 12 - 0.50 Deferred tax assets (net) 13 179.55 -

Long-term loans and advances 14 90.41 66.90 CURRENT ASSETS

Inventories 15 2,297.72 1,815.73 Trade receivables 16 1,177.07 1,531.86 Cash and bank balances 17 478.47 231.91 Short-term loans and advances 18 798.33 864.40 Other current assets 19 50.10 208.80

TOTAL 5,376.12 5,022.09Significant accounting policies 2Contingent liabilities 20





For B S R & Co. LLPFirm Registration No: 101248W/W - 100022 Chartered Accountants

Akeel MasterPartnerMembership No: 046768



Girish Anantharaman Geetu VermaChairman Director[DIN: 06968479] [DIN: 00696047]

Santosh SomaniCompany SecretaryMembership No. A13469



Note Year Ended 31st March, 2015


REVENUE FROM OPERATIONS (GROSS) 21 14,136.60 14,238.21

Less: Excise duty (309.21) (367.62)

Revenue from operations (net) 13,827.39 13,870.59

Other income 22 375.40 9.73

TOTAL REVENUE 14,202.79 13,880.32

EXPENSES

Cost of materials consumed 23 9,319.49 8,649.31

Purchase of stock-in-trade 24 65.79 85.03

Changes in inventories of finished goods (including stock-in-trade) and work-in-progress 25 (76.47) (160.29)

Employee benefits expense 26 429.01 403.57

Finance costs 27 86.48 147.68

Depreciation expense 28 28.80 28.11

Other expenses 29 3,926.22 3,894.04

TOTAL EXPENSES 13,779.32 13,047.45

Profit before exceptional items and tax 423.47 832.87

Exceptional items 30 (34.99) (313.20)

Profit before tax 388.48 519.67

Tax expenses

Current tax (95.00) (180.00)

Deferred tax credit/(charge) 179.55 -

PROFIT FOR THE YEAR 473.04 339.67

Earnings per equity share

Basic and diluted (Face value of Re. 1 each) 32 2.38 1.71

SIGNIFICANT ACCOUNTING POLICIES OTHER NOTES

2 33-50





For B S R & Co. LLPFirm’s Registration No: 101248W/W - 100022 Chartered Accountants




Girish Anantharaman Geetu VermaChairman Director(DIN: 06968479) (DIN: 00696047)






A CASH FLOW FROM OPERATING ACTIVITIES:Profit before exceptional items and tax 388.48 519.67 Adjustments for :

Depreciation expense 28.80 28.11 Interest income (0.78) (0.73)Provision for service cost of gratuity benefits 5.36 - Interest expense 86.48 147.68 Provision for doubtful debts and advances 78.76 14.23 Bad debts/advances written off - 10.34 Liabilities written back to the extent no longer required (48.92) (9.00)Unrealised foreign exchange gain/loss 6.10 (86.45)

155.80 104.18 Cash generated from operations before working capital charges 544.28 623.85 Adjustments for :

(Increase)/decrease in trade receivables 301.35 (569.93)(Increase)/decrease in short term loans and advances 35.12 (186.96)(Increase)/decrease in other current assets 158.70 - (Increase)/decrease in long-term loans and advances 15.18 0.04 (Increase)/decrease in inventory (482.63) (445.29)Increase/(decrease) in trade payables (84.40) 597.83 Increase/(decrease) in long-term provisions 10.09 (0.00)Increase/(decrease) in other current liabilities 37.47 20.81 Increase/(decrease) in other long-term liabilities (780.35) (136.06)

(789.47) (719.56)Cash (used in) / generated from operations (245.19) (95.71)

Taxes paid (net of refunds) (160.00) (168.00)Cash flow before exceptional items (405.19) (263.71)Exceptional Items:

Increase in liability for retirement benefits arising from changes in actuarial assumption (0.59) 3.20 Provision for employee related disputes 25.58 310.00

Net cash (used in) / generated from operating activities - [A] (380.20) 49.49








B CASH FLOW FROM INVESTING ACTIVITIES:Purchase of tangible assets (38.04) (11.49)Sale proceeds of current investments 0.50 - Interest received 0.78 0.11

Net cash (used in)/generated from investing activities - [B] (36.76) (11.37)

C CASH FLOW FROM FINANCING ACTIVITIES:Interest paid (86.48) (35.34)Bank overdrafts (net) - (34.24)Inter corporate deposits taken 1,050.00 450.00 Inter corporate deposits repaid (300.00) (200.00)

Net cash (used in)/generated from financing activities - [C] 663.52 180.42 Net increase/(decrease) in cash and bank balances - [A+B+C] 246.56 218.53 Cash and cash equivalents at the beginning of the year 231.91 13.38 Cash and cash equivalents at the end of the year 478.47 231.91

Cash and cash equivalents comprise of: Cash on hand 0.65 0.85 Balances with banks - Balance with scheduled banks - current account 477.82 231.06

478.47 231.91 Notes to the Cash Flow Statement:

i. The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS 3), ‘Cash Flow Statements’.

ii. Cash comprises cash on hand, current accounts and deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

iii. Figures in brackets indicate cash outflow. iv. The previous year’s figures have been regrouped/restated wherever necessary to conform to this year’s classification. As per our report of even date











1) COMPANY INFORMATION Pond’s Exports Limited (the ‘Company’) is a wholly owned subsidiary of Hindustan Unilever Limited (HUL). The Company (bearing CIN number U24246TN1981PLC008785) was incorporated on May 26, 1981 and the Leather business was transferred from Hindustan Unilever Limited to this company with effect from April 1, 2002. The main objective of the Company is to manufacture and sell leather-upper and leather shoes to various customers, mainly in Europe, Middle East, Africa etc.

2) SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis for preparation of accounts These financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These financials statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014

All assets and liabilities have been classified as current or non-current as per the criteria set out in Schedule III of the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.

2.2 Use of estimates The preparation of the financial statements in conformity with the general accepted accounting principles requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

2.3 Revenue recognition Revenue from sale of goods is recognised when all the significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract, the Company retains no effective control of the goods transferred to a degree usually associated with ownership and no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of goods. Sales are recognised net of trade discounts, rebates, sales taxes and excise duties.

Other operating revenue are inclusive of exports incentives such as duty drawbacks and premiums on sale of import licenses and is recognised on an accrual basis.

2.4 Expenditure Expenses are accounted for on accrual basis.

2.5 Tangible assets and depreciation Tangible assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance.

Items of tangible assets that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value and are shown separately in the financial statements under ‘Other current assets’. Any expected loss is recognised immediately in the Statement of Profit and Loss.

Tangible assets not ready for the intended use on the date of Balance Sheet are disclosed as ‘Capital work-in-progress’.

Losses arising from the retirement of, and gains or losses arising from disposal of tangible assets which are carried at cost are recognised in the Statement of Profit and Loss.

Depreciation is provided on a pro-rata basis as per the useful life esimates prescribed under Schedule II to the Companies Act, 2013, except for certain class of assets. Summary of the useful life estimates for all class of assets is given below

Asset Class DetailsFreehold Land Not depreciableBuilding Depreciated as per useful life estimate

ranging from 30 to 60 years, aligned to Schedule II

Plant & Equipments Depreciated over 2 to 21 years based on the technical evaluation of useful life done by the Company


Furniture & Fixtures Depreciated as per useful life estimate ranging from 5 to 10 years, aligned to Schedule II


Assessment for impairment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the individual asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount by recognising the impairment loss as an expense in the Statement of Profit and Loss. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased.

2.6 Investments Investments are classified into current and non-current investments. Current investments are stated at the lower of cost and fair value. Non-current investments are stated at cost. A provision for diminution is made to recognise a decline, other than temporary, in the value of non-current. Investments that are readily realisable and are intended to be held for not more than one year from the date on which such investments are made, are classified as ‘Current investments’. All other investments are classified as ‘Non-current investments’.

2.7 Inventories Inventories are valued at the lower of cost and net realisable value. Cost is computed on a weighted average basis. The net realisable value is the estimated selling price in the normal course of business considering obsolescence, estimated costs necessary to make the sale and other anticipated losses, wherever considered necessary. Finished goods and work-in-progress include all costs of purchases, conversion costs and other costs incurred in bringing the inventories to their present location and condition.

2.8 Trade receivables and loans and advances Trade Receivables and Loans and Advances are stated after making adequate provisions for doubtful balances.




2.9 Provisions and contingent liabilities Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the balance sheet date and are not discounted to its present value. These are reviewed at each year end date and adjusted to reflect the best current estimate. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

2.10 Short-term employee benefits Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognized as an expense as the related service is rendered by employees.

2.11 Cash and cash equivalents In the cash flow statement, cash and cash equivalents include cash in hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less.

2.12 Foreign currency transactions Foreign currency transactions are accounted for at the exchange rates prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of profit and loss.

Forward exchange contracts outstanding as at the year end on account of firm commitment transactions are marked to market and the losses, if any are recognised in the Statement of profit and loss and gains are ignored in accordance with the Announcement of the Institute of Chartered Accountants of India on ‘Accounting for Derivates’ issued in March 2008.

2.13 Employee benefits The contributions to defined contribution schemes such as Provident Fund and ESIC are charged to the Statement of Profit and Loss as incurred. In respect of certain employees, Provident Fund contributions are made to a Trust administered by the Holding Company, Hindustan Unilever Limited. The remaining contributions are made to a government administered Provident Fund towards which the Company has no further obligation beyond its monthly contribution.

Gratuity is the defined benefit Obligation and the gratuity fund assets are being controlled by separate independent trust for entire Hindustan Unilever Limited and its subsidiaries including Pond’s Exports Limited. The in year current service cost of the Company is recognized as a charge in the statement of profit and loss. The liability of other short term employee benefits like Leave Encashment is determined as the undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees and is recognised during the period when the employee renders the service.

2.14 Taxes on income Current tax is determined as the amount of tax payable in respect of taxable income for the period.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that they can be realised against future taxable profits.

2.15 Earning per share Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

2.16 Segment reporting The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.

2.17 Operating leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments under such leases are charged to the statement of profit and loss on a straight line basis over the period of the lease.

3) SHARE CAPITAL



Authorised 2,10,00,000 (March 31, 2014: 2,10,00,000) equity shares of Re. 1 each 210.00 210.00

Issued, subscribed and fully paid up 1,99,00,147 (March 31, 2014: 1,99,00,147) equity shares of Re. 1 each 199.00 199.00

199.00 199.00




A) RECONCILIATION OF THE NUMBER OF SHARES



EQUITY SHARES:

Balance as at the beginning of the year 19,900,147 199.00 19,900,147 199.00

Balance as at the end of the year (Refer Note 49) 19,900,147 199.00 19,900,147 199.00

B) RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARES

The company has only one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share held. The dividends are proposed by the Board of Directors and are subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividends. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

C) EQUITY SHARES IN THE COMPANY HELD BY HOLDING COMPANY AND SUBSIDIARY OF HOLDING COMPANY IN AGGREGATE



Equity Shares of Re.1:

1,79,10,132 (31st March, 2014 : 1,79,10,132) shares are held by Hindustan Unilever Limited, the holding company 17,910.13 17,910.13

19,90,015 (31st March, 2014 : 19,90,015) shares are held by Unilever India Exports Limited, subsidiary of Hindustan Unilever Limited 1,990.02 1,990.02

D) DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% OF THE AGGREGATE SHARES IN THE COMPANY



Number of shares of Re. 1 each held by:Hindustan Unilever Limited, the holding company 1,79,10,132 1,79,10,132 % of Holding 90 90Unilever India Exports Limited, subsidiary of Hindustan Unilever Limited 19,90,015 19,90,015 % of Holding 10 10




Capital reserve Balance as at the beginning of the year 87.56 87.56 Add: Created due to reduction in share capital (Refer Note 29) - - Balance as at the end of the year 87.56 87.56 General reserve Balance as at the beginning of the year 3.71 3.71 Balance as at the end of the year 3.71 3.71 Surplus in statement of profit and loss Balance as at the beginning of the year 526.83 187.16 Add: Profit for the year 473.04 339.67 Less: Utilised for depreciation (Refer Note 11(a)) (13.96) - Balance as at the end of the year 985.91 526.83

1,077.18 618.10




5) LONG-TERM BORROWINGS



Unsecured:Inter corporate deposit 1,200.00 450.00 Less: Current maturities of long term debt (Refer Note 9) (200.00) (200.00)

1,000.00 250.00

Note: 1. Inter corporate deposits are long term borrowings from Hindustan Unilever Limited, the Holding Company 2. These loan were used for working capital requirement of leather business. These are repayable over a period of 7 years and carry an

average rate of interest at 9.34%




Amounts payable to Hindustan Unilever Limited, the holding company - 813.57 - 813.57




Provision for employee benefits (Refer Note - 37(ii))Gratuity 5.46 - Compensated absences 4.17 4.27 Long term service awards 6.12 6.61

Others 10.00 - Provision for employee related disputes (Refer Note 36) 335.58 310.00 Provision for income tax (net) 37.40 72.40

398.73 393.28

The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of accounts.

8) TRADE PAYABLES



Sundry creditors (Refer Note below) 2,264.52 2,348.92 2,264.52 2,348.92

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payments made during the year or brought forward from previous years.







Current maturities of long term debt (Refer Note 5) 200.00 200.00 Interest accrued but not due on borrowings 9.16 1.48 Other payables

Statutory dues (including provident fund and tax deducted at source) 42.28 30.97 Salary, wages & bonus payable 5.75 17.66 Income received in advance 128.08 97.69

385.27 347.80

10) SHORT-TERM PROVISIONS



Other provisions 51.42 51.42 51.42 51.42

11) TANGIBLE ASSETSLand

- Freehold Buildings Plant and Machinery


Office Equipments Total

Gross blockBalance as at 1st April, 2013 11.16 119.21 403.40 18.83 55.48 608.08 Additions - - 3.88 0.30 0.14 4.31 Deletions - - - - - - Balance as at 31st March, 2014 11.16 119.21 407.28 19.13 55.62 612.40 Additions - - 41.80 0.90 2.52 45.22 Deletions - - - - - - Balance as at 31st March, 2015 11.16 119.21 449.08 20.03 58.14 657.62

Accumulated depreciation Balance as at 1st April, 2013 - 38.75 193.66 7.08 42.80 282.29 Additions - 3.36 21.32 0.87 2.56 28.11 Deletions - - - - - - Balance as at 31st March, 2014 - 42.11 214.98 7.95 45.36 310.40 Additions - 3.77 22.32 0.80 1.90 28.79 Deletions - - - - - - Reserves Impact - 2.37 - 1.83 9.77 13.97 Balance as at 31st March, 2015 - 48.25 237.30 10.58 57.03 353.16

Net BlockBalance as at 31st March, 2014 11.16 77.10 192.30 11.18 10.26 301.99 Balance as at 31st March, 2015 11.16 70.96 211.78 9.45 1.11 304.47




12) NON-CURRENT INVESTMENTS (Valued at cost unless otherwise stated)



Investments in mutual funds

Unit Trust of India Mutual Fund 5,000 Unit Trust of India Master Gain 92 Scheme of Rs. 10/- each (Dividend Plan) - 0.50

- 0.50

13) DEFERRRED TAX ASSETS (NET)



Deferred tax assetsProvision for doubtful debts and advances 231.39 - Expenses allowable for tax purposes when paid 13.20 -

244.59 - Deferred tax liabilitiesDepreciation (65.04) -

179.55 -

14) LONG TERM LOANS AND ADVANCES (Unsecured, considered good unless otherwise stated)



Capital advances - 7.18 Security deposits

Considered good 14.89 14.20 Considered doubtful - 0.17 Less : Allowance for doubtful loans and advances - (0.17)

Advance income tax [net of provision for tax] 73.52 43.52 Other loans and advances

Balances with government authorities 2.00 2.00 (Represents bank deposit placed with sales tax department)

90.41 66.90

15) INVENTORIES (At lower of cost and net realisable value)



Raw materials 1,614.46 1,227.59 Packing materials 23.91 21.43 Work-in-progress (Refer Note 38) 554.64 507.85 Finished goods (Refer Note 39) 86.79 47.76 Stores and spares 1.39 1.46 Traded goods 16.53 9.64

2,297.72 1,815.73

Finished goods includes stock-in-trade, as both are stocked together




16) TRADE RECEIVABLES

(Unsecured unless otherwise stated)



Considered goodOutstanding for a period exceeding six months from the date they are due for payment - 45.96 Others 1,177.07 1,485.90

Considered doubtfulOutstanding for a period exceeding six months from the date they are due for payment 208.03 160.68 Less: Provision for doubtful debts (208.03) (160.68)

1,177.07 1,531.86




Cash and cash equivalentsCash on hand 0.65 0.85 Balances with banks

In current accounts 477.82 231.06 478.47 231.91




Balance with excise, custom and sales tax authorities Considered good 608.12 676.49Considered doubtful 87.93 87.93 Less: Provision for doubtful advances (87.93) (87.93)

OthersConsidered good 190.21 187.91 Considered doubtful 30.95 - Less: Provision for doubtful advances (30.95) -

798.33 864.40




Income accrued on deposits 5.93 5.28 Export benefits receivable 44.17 203.52

50.10 208.80




20) CONTINGENT LIABILITIES



CLAIMS AGAINST THE COMPANY NOT ACKNOWLEDGED AS DEBTSExcise duty matters 5.01 5.01 Income tax matters 32.82 29.61

37.83 34.62 i. It is not practicable for the Company to estimate the timings of cash outflow, if any, in respect of the pending resolution of the respective

proceedings.

ii. The Company does not expect any reimbursements in respect of the above contingent liabilities.

iii. Future cash outflows in respect of the above are determinable only on receipt of judgements/decisions pending with various forums/ authorities.

iv. The Company’s pending litigations comprise of proceedings pending with Income Tax, Excise, and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.




Sale of products Finished goods (Refer Note 34) 12,777.30 12,837.62 Traded goods (Refer Note 34) 72.52 103.77

Other operating revenue Duty drawback 1,279.81 1,296.37 Scrap sales 6.97 0.45

Less: Excise duty (309.21) (367.62) 13,827.39 13,870.59

22) OTHER INCOME



Interest income From non current investments 0.68 - From bank deposits 0.10 0.73

Liabilities written back to the extent no longer required 48.92 9.00 Net gain/loss on foreign currency transactions (realised) 325.70 -

375.40 9.73







Raw materials consumed (Refer Note 40 - 42) 9,113.37 8,425.20 Packing material consumed (Refer Note 41) 206.12 224.10

9,319.49 8,649.31

24) PURCHASES OF STOCK-IN-TRADE



Purchase of goods (Refer Note 43) 65.79 85.03 65.79 85.03

25) CHANGES IN INVENTORIES OF FINISHED GOODS (INCLUDING STOCK-IN-TRADE) AND WORK-IN-PROGRESS



(Increase)/Decrease In Stocks And Work-In-Progress Opening stock

Finished goods 47.76 106.93 Work-in-progress 507.85 288.80

Closing stock Finished goods (86.79) (47.76) Work-in-progress (554.64) (507.85)

Excise duty on increase/(decrease) of finished goods 9.35 (0.41) (76.47) (160.29)




Salaries, wages and bonus 363.63 346.92 Contribution to provident fund and other funds (Refer Note 37(i)) 22.99 25.71 Current service cost of gratuity benefits 5.36 3.20 Workmen and staff welfare expenses 37.03 27.74

429.01 403.57

27) FINANCE COSTS



Interest on long term borrowings 80.26 30.41 Interest on bank overdraft - 4.94 Interest expense on long term liabilities 6.22 112.33

86.48 147.68




28) DEPRECIATION EXPENSE



Depreciation on tangible assets 28.80 28.11 28.80 28.11

29) OTHER EXPENSES



Consumption of stores and spares 70.31 61.82 Power, fuel, light and water 14.58 14.99 Processing charges 2,465.79 2,405.87 Rent (Refer Note 35) 59.33 45.34 Repairs and maintenance

-Buildings 1.53 0.86 -Plant and machinery 39.07 37.15 -Others 7.16 7.15

Insurance 5.80 5.29 Rates and taxes 1.72 0.58 Advertising and sales promotion 49.03 43.92 Provision/(write back) for doubtful debts and advances (Net) 78.76 14.23 Bad debts/advances written off - 10.34 Agents' commission and brokerage 88.95 185.79 Carriage and freight 402.05 450.05 Unrealized exchange loss (Refer Note 31) 6.10 136.40 Travelling and motor car expenses 61.12 54.86 Purchase services (Refer Note 33) 227.21 184.62 Miscellaneous expenses 170.57 95.33 Expenses shared by the Company for use of common facilities 177.14 139.45

3,926.22 3,894.04




i) Reduction/(increase) in liability for retirement benefits arising from changes in actuarial assumptions 0.59 (3.20)

Total exceptional income (A) 0.59 (3.20)ii) Restructuring costs (25.58) (310.00)iii) Others (10.00) - Total exceptional expenditure (B) (35.58) (310.00)Exceptional items (net) (A-B) (34.99) (313.20)

31) The net difference in foreign exchange (i.e. the difference between the spot rates on the dates of the transactions, and the actual rates at which the transactions are settled/appropriate rates applicable at the year end) debited to the Statement of Profit and Loss is Rs. 6.1 (Lakhs) (2013-14: Debit of Rs. 136.40 Lakhs))




32) EARNINGS PER SHARE



Net Profit 473.04 339.67 Weighted average number of equity shares outstanding 19,900,147 19,900,147 Earnings per share (Rs.) - basic and diluted (Face value of Re. 1 per share) 2.38 1.71

33) PURCHASE SERVICES INCLUDE



Auditor’s remuneration and expenses Audit fees 6.25 6.18 Tax audit fees 3.98 3.93 Fees for other services - 1.87 Payment to cost auditor - 0.56

9.22 12.55

34) SALES (INCLUDING EXPORTS), NET OF EXCISE DUTY



Footwear, shoe uppers and other components 12,540.61 12,573.76 12,540.61 12,573.76

35) The Company’s significant leasing arrangements are in respect of operating leases for premises (office, godown, etc.). These leasing arrangements are not non-cancellable and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as rent in the Statement of Profit and Loss.

36) MOVEMENT OF PROVISIONS (LONG TERM) (Consists of employee related disputes and restructuring provisions)



Opening balance 310.00 - Add: Provision during the year 35.58 310.00 Less: Amounts utilised / reversed during the year - - Balance at the end of the year 345.58 310.00

37) (I) DEFINED CONTRIBUTION PLANS a Provident fund and other funds

b Employer’s contribution to employee’s state insurance

c Family pension fund

During the year, the Company has recognised the following amounts in Statement of Profit and Loss






- Employer’s contribution to provident fund and other funds 10.23 12.95 - Employer’s contribution to family pension 5.84 4.49 - Employer’s contribution to employee’s state insurance - 0.34

(II) DEFINED BENEFIT PLANS Gratuity, Officers pension fund and Provident Fund assets are being controlled by separate independent Trusts for entire Hindustan Unilever

Limited and its subsidiaries including Pond’s Exports Limited. These trusts maintain their assets at the group level and do not have assets identifiable specifically for Pond’s Exports Limited. Thus all the disclosures required by Accounting Standard 15 “Employee Benefits” have been made in Hindustan Unilever Limited’s Financial Statements.

The Guidance Note on Implementing AS 15, ‘Employee Benefits’ issued by the Accounting Standard Board (ASB) of the Institute of Chartered Accountants of India states that Provident Funds set up by employers that guarantee a specified rate of return and which require interest shortfall to be met by the employer would be defined benefit plans in accordance with the requirements of paragraph 26(b) of AS 15. Pursuant to the Guidance Note, the liability in respect of the shortfall of interest earnings of Fund is Nil, as determined on the basis of actuarial valuation done for entire Hindustan Unilever Limited and its subsidiaries including Pond’s Exports Limited.

During the year, the Company has recognised the following amounts in Statement of Profit and loss



- Employer’s contribution to provident fund 6.92 7.92

38) CLOSING WORK IN PROGRESS



Footwear, shoe uppers and other components 554.64 507.85 554.64 507.85

39) CLOSING FINISHED GOODS



Footwear, shoe uppers and other components 86.79 47.76 86.79 47.76

40) RAW MATERIALS CONSUMED



Leather 6,919.71 6,195.92 Outsoles 409.85 569.20 Others * 1,783.81 1,777.36

9,113.37 8,425.20 * Represents items which in value individually account for less than 10% of the total value of raw materials consumed.




41) VALUE OF IMPORTED AND INDIGENOUS MATERIALS CONSUMED

Year Ended 31st March, 2015 Year Ended 31st March, 2014

% %

Raw materials - Imported 32.50 2,961.85 25.63 2,159.02

- Indigenous 67.50 6,151.53 75.77 6,383.46 9,113.38 8,425.20

Spare parts and components (including stores) - Indigenous 100.00 70.31 100.00 61.82

70.31 61.82 Packing materials - Indigenous 100.00 206.12 100.00 224.10

206.12 224.10

42) VALUE OF IMPORTS ON CIF BASIS (Excluding purchases from canalising agencies and imported items purchased locally)



Raw materials 3,000.48 2,447.23 Capital goods 17.83 -

3,018.31 2,447.23

43) PURCHASE OF TRADED GOODS



Leather goods 65.79 85.03 65.79 85.03

44) EARNINGS IN FOREIGN EXCHANGE



Export of goods 11,157.75 11,090.39 11,157.75 11,090.39

45) EXPENDITURE IN FOREIGN CURRENCY



Agents commission 88.95 185.79 Travelling 4.18 7.28 Others 28.93 5.03

122.07 198.10




46) SEGMENT INFORMATION The Company is engaged in business of manufacturing of “”footwear, shoe uppers and other components”. The entire set of business is considered to be governed by similar set of risks and returns and represents a single business segment. Accordingly, the figures appearing in these financial statements relate to “”footwear, shoe uppers and other components”” segment. Information about secondary business segment is as given below:

INFORMATION ABOUT SECONDARY BUSINESS SEGMENTS



Revenue by geographical market India 1,389.82 1,483.83 Outside India 12,437.57 12,386.76 Total 13,827.40 13,870.59 Additions to fixed assets and intangible assets India 45.22 4.31 Outside India - - Total 45.22 4.31 Carrying amount of segment assets India 5,376.12 5,022.09 Outside India - - Total 5,376.12 5,022.09

Notes:

1 Geographical segments

The geographical segments considered for disclosure are as follows :

- Sales within India includes sales to customers located within India

- Sales outside India includes sales to customers located outside India

2 Previous year’s figures have been regrouped wherever necessary to conform to this year’s classification.

47) DERIVATIVE INSTRUMENTSThe Company uses forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments.The Company does not enter into any derivative instruments for trading or speculative purposes.

The forward exchange contracts outstanding as at 31st March, 2015 are as under :

Sr. Currency exchange USD/INR GBP/INR EUR/INR

a. Number of ‘buy’ contracts 5.00 - -

b. Aggregate currency amount (Rs. lakhs) 6.82 - -

c. Number of ‘sell’ contracts 10.00 2.00 12.00 (6.00) - (6.00)

d. Aggregate currency amount (Rs. lakhs) 22.25 1.70 32.53 (7.81) - (20.14)

The foreign currency exposures not hedged as at the year end are as under:

Currency exchange USD GBP EUR

Net Unhedged Exposure (Lakhs) 1.02 0.48 0.05 (6.27) (1.75) (4.56)

(figures in bracket pertain to 2013-14)




48) DISCLOSURE OF RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18Ultimate Holding Company : Unilever PLCHolding Company : Hindustan Unilever LimitedFellow Subsidiaries : Unilever India Exports Limited

Details of transactions during the year with Related Parties:



Holding Company Interest on long term borrowing and long term liability 86.48 142.74 Share of expenses for use of common facilities 177.14 139.45 Sales of finished goods 6.99 - Sale of export licenses 456.52 285.42 Inter corporate deposits taken 1,050.00 250.00 Inter corporate deposits repaid 300.00 - Balance outstanding as at the year end:

- Inter corporate deposit 1,200.00 450.00 Outstanding as at year end- Long term borrowing

Inter corporate deposit payable 1,000.00 250.00 Other current liabilities

Current maturities of long term debt 200.00 200.00 Interest accrued on inter corporate deposit 9.16 1.48

Trade Receivables Receivables at year end 34.84 1,186.70

Trade Payables Payables at year end 79.01 372.60

Fellow Subsidiary Company Payables at year end 3.98 3.98

49) At the Extra Ordinary General Meeting of the Company held on 16th December, 2011, the Shareholders of the Company approved a Capital Reduction from Rs. 10 per share to Re. 1 per share. This has been duly confirmed by the Hon’ble High Court at Madras vide its Order dated 26th March 2012 and a copy of the order was filed with Registrar of Companies, Chennai (ROC) on March 30, 2012 and the Certificate of Registration of the said order was issued by the ROC on April 12, 2012. Pursuant to this, the paid up value of equity shares in previous year was reduced from Rs. 10 each to Re. 1 each, resulting in reduction of Rs. 179,101 (000) in the Subscribed and Paid Up Equity Share Capital from Rs. 199,001(000) to Rs.19,900 (000) (19,900,147 Equity Shares of Re.1 each) with a corresponding reduction in the Debit Balance in the Statement of Profit and Loss by Rs. 166,365 (000), creation of Capital Reserve of Rs. 8,756 (000) and payment to the Shareholders of Rs. 3,980 (000).

50) Previous year figures have been audited by the firm of chartered accountants other than B S R & Co. LLP. Previous year figures have been reclassified to confirm to this year’s classifications.









Daverashola Estates Private Limited116


K. Ganesh Ritesh Tiwari Ashwani Kumar Tyagi

M/s. B S R & Co. LLP Unilever HouseB. D. Sawant MargChakala, Andheri (East)Mumbai 400 099.

To the Members,


FINANCIAL RESULTS (Rs. in lakhs)For the year ended


31st March, 2014Revenue - -Expenses - -Profit/(Loss) for the Year - -Profit and Loss Account balance brought forward from previous year (33.72) (33.72)Profit and Loss Account balance carried forward (33.72) (33.72)

OPERATIONAL REVIEWThe Company has been exploring opportunities for utilization of properties to generate revenue.


DIRECTORSThe Board of Directors appointed Mr. Ritesh Tiwari and Mr. Ashwani Tyagi, as Additional Directors of the Company with effect from 19th September, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, they would hold office till the date of the forthcoming Annual General Meeting. Notice, along with the requisite deposit, has been received from Hindustan Unilever Limited as a Member under Section 160 of the Companies Act, 2013 signifying its intention to propose the appointment of Mr. Ritesh Tiwari and Mr. Ashwani Tyagi as Directors of the Company at the forthcoming Annual General Meeting.

Mr. Gaurav Mediratta resigned from the Board of Directors of your Company with effect from 19th September, 2014. The Board placed on record its appreciation for the services rendered by him during his tenure as a Director of the Company.

In accordance with the provisions of the Companies Act, 2013, Mr. K. Ganesh retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.


The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board meetings include detailed notes on the items to be discussed at the meetings to enable the Directors to take an informed decision.

During the financial year ended 31st March, 2015, five Board meetings were held on 25th April, 2014, 13th August, 2014, 19th September, 2014, 24th November, 2014 and 18th March, 2015.

The interval between any two meetings was well within the maximum allowed gap of 120 days.

RESPONSIBILITY STATEMENTThe Directors confirm that:






PERSONNELThe Company had no employees during the year under review and hence, provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThere were no loans, guarantee or investments made by your Company in accordance with the provisions of Section 186 of the Companies Act, 2013 during the year.


DIRECTORS’ REPORT

Daverashola Estates Private Limited

Daverashola Estates Private Limited 117Annual Report 2014-15





The Report given by the Auditors on the financial statements of the Company form part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy conservation, technology absorption and foreign exchange are concerned, are not applicable to the Company.



K. Ganesh Ritesh TiwariDirector Director

Date : 5th May, 2015 (DIN: 06592716) (DIN: 05349994)

I. REGISTRATION AND OTHER DETAILSi) CIN : U15200MH2004PTC149035ii) Registration Date : 8th October, 2004iii) Name of the Company : Daverashola Estates Private Limitediv) Category/Sub-Category of the Company : Private Company/ Company having Share Capital v) Address of the Registered office and contact details : Unilever House,

B. D. Sawant Marg, Chakala, Andheri (East), Mumbai – 400099Telephone No : 022 39832532 E - mail : [email protected]

vi) Whether listed Company : Novii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A.


Sl. No.


NIC Code of theProduct/ service


1 N.A - -






Sl.No.


% of shares held

Applicable Section



100 2(46)



Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Changeduring



A. Promoters

1. Indian

– Bodies Corporates - 2,21,700 2,21,700 100 - 2,21,700 2,21,700 100 0.00

2. Foreign - - - - - - - - -

Total shareholding of Promoter

2,21,700 2,21,700 100 - 2,21,700 2,21,700 100 0.00

B. Public Shareholding - - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 2,21,700 2,21,700 100 - 2,21,700 2,21,700 100 0.00


SlNo.

Shareholder’sName

Shareholding at the beginning of the year Shareholding at the end of the year % change in Shareholding

during the year


company




company




1,71,700 77.44 NIL 1,71,700 77.44 NIL 0.00

2. K. Ganesh j/w Hindustan Unilever Limited

25,000 11.28 NIL 25,000 11.28 NIL 0.00


25,000 11.28 NIL 0 0.00 NIL -11.28


0 0.00 NIL 25,000 11.28 NIL 11.28

Total 2,21,700 100 NIL 2,21,700 100 NIL 0.00



SlNo.

Name of the Shareholder Shareholding at the beginning of the year


No. of shares % of total shares of the Company No. of shares % of total shares

of the Company1. R. Sridhar j/w Hindustan Unilever Limited

At the beginning of the year 25,000 11.28 25,000 11.28Sold on 13.08.2014 25,000 11.28 0 0.00

At the End of the year 0 0.00 0 0.002. Hindustan Unilever Limited j/w P. B. Balaji

At the beginning of the year 0 0.00 0 0.00Purchased on 13.08.2014 25,000 11.28 25,000 11.28

At the End of the year 25,000 11.28 25,000 11.28

iii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Not Applicable

iv) Shareholding of Directors and Key Managerial Personnel

Sl.No.

For Each of the Directors and KMP Shareholding at the beginning of the year


No. of shares % of total shares of the company No. of shares % of total shares

of the company1. K. Ganesh j/w Hindustan Unilever Limited

At the beginning of the year 25,000 11.28 25,000 11.28Bought during the year - - - -Sold during the year - - - -

At the End of the year 25,000 11.28 25,000 11.28

V. INDEBTEDNESS The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2014-15.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors and Key Managerial Personnel of the Company do not receive any remuneration from the Company. The Company is not required

to appoint key Managerial Personnel

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES There were no penalties / punishment / compounding of the offences for breach of any Section of Companies Act, 2013 against the Company

or its Directors or other officers in default, during the year.


K. Ganesh Ritesh Tiwari Mumbai : 5th May, 2015 Director

(DIN: 06592716) Director (DIN: 05349994)


REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of Davershola Estates Private Limited(“the Company”), which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Board of Directors is responsible for the matters stated in sub section 5 of Section 134 of the Companies Act, 2013 (“the Act”) with respect to the preparation of these 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.


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.


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 auditors’ 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.

INDEPENDENT AUDITORS’ REPORTto the Members of Daverashola Estates Private Limited

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2015, and its profit for the year ended on that date.






(c) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.



(f) 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, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 5c to the financial statements;

2. Provision has been made in the financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivatives contracts– Refer Note 5d to the financial statements; and

3. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.


Akeel MasterPlace: Mumbai PartnerDate: 05th May, 2015 Membership No: 046768




(ii) The Company does not hold any inventory.Accordingly, the provisions of clause 3(ii) of the Order are not applicable to the Company


(iv) During the year, there were no transactions for the purchase of inventory and fixed assets and for the sale of goods and services. Consequently, we are not commenting on the internal controls for these areas.


(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013, for the products and services of the Company.

(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, Income tax have 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 Income-tax were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.


(b) According to the information and explanations given to us, there are no dues of Income taxwhich have not been deposited with the appropriate authorities on account of any dispute.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company, accordingly the provisions of clause 3(vii c) of the Order are not applicable to the Company.

(viii) The Company’s accumulated losses at the end of the financial year are not more than fifty per cent of its net worth. The Company has not incurred cash losses during the current year andin the immediately preceding financial year.



(xi) The Company has not raised any term loans. Accordingly, the provisions of clause 3(xi) of the Order are not applicable to the Company.







EQUITY AND LIABILITIESShareholders' funds

Share capital 3 2,217 2,217 Reserves and surplus 4 39,553 39,553

Non-current liabilitiesOther long-term liabilities 5 2,922 2,922

TOTAL 44,692 44,692


Fixed assetsTangible assets 6 44,642 44,642

Long-term loans and advances 7 50 50TOTAL 44,692 44,692 Significant accounting policies 2



(All amounts in Rs. 000, unless otherwise stated)

Note Year Ended31st March, 2015


Total Revenue – –Total Expenses – –

Profit/(loss) before tax – –

Tax ExpenseCurrent tax - -

Profit/(loss) for the year – –

Profit/(loss) per share (Rs.)Basic and diluted (Face value of Rs 10/- per share) – –





As per our report of even dateFor B S R & Co. LLPFirm Registration No: 101248W/W - 100022Chartered AccountantsAkeel MasterPartnerMembership No: 046768Mumbai : 5th May, 2015


K. Ganesh Ritesh Tiwari Director Director[DIN: 06592716] [DIN: 05349994]Mumbai : 5th May, 2015





1) GENERAL INFORMATIONThe Company was incorporated on 8 th October, 2004 with its main objective to construct, improve, maintain, develop, work, manage, carry out or control any buildings, offices, branches, warehouses, stores, chawls and other building which may seem calculated directly or indirectly to advance the Company’s interests, and contribute to subsidize or otherwise assist or take part in the construction improvement etc.

2) COMPANY ACCOUNTING POLICIESa Basis for preparation of accountsThese financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These Financials Statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.


b Tangible assetsTangible assets are stated at cost of acquisition, including any attributable cost for bringing the assets to its working condition for its intended use less accumulated depreciation/amortization, if any.

3) SHARE CAPITAL



Authorised5,00,000 (31st March, 2014: 5,00,000) of Rs. 10 each 5,000 5,000

Issued, subscribed and paid up2,21,700 equity shares (31st March, 2014: 2,21,700) of Rs. 10 each [All shares are held by Hindustan Unilever Limited, the Holding Company and its nominees]

2,217 2,217

2,217 2,217

A. RECONCILIATION OF THE NUMBER OF SHARES



Balance as at the beginning of the year 2,21,700 2,217 2,21,700 2,217 Add : Shares Issued during the year - - - - Add : Shares bought back during the year - - - - Balance as at the end of the year 2,21,700 2,217 2,21,700 2,217

B. RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARESThe Company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors are subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

C. SHARES HELD BY HOLDING COMPANY



Equity Shares2,21,700 equity shares (31st March,2014 : 2,21,700) of Rs.10/- each are held by Hindustan Unilever Limited, the holding company and its nominees. 2,217 2,217






d. Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company



Equity SharesNumber of shares held by Hindustan Unilever Limited, the holding company and its nominees Percentage of holding

2,21,700 2,21,700

100 100

4) RESERVES AND SURPLUS As at

31st March, 2014 As at

31st March, 2015

Securities premium account 42,925 42,925Surplus in statement of profit and loss (3,372) (3,372)

39,553 39,553




Amounts payable to Hindustan Unilever Limited, the holding company 2,922 2,922

2,922 2,922

6) TANGIBLE ASSETS

Leasehold Land Total

GROSS BLOCKBalance as at 1st April 2013 44,642 44,642Additions - -Deletions - -Balance as at 31st March 2014 44,642 44,642Additions - -Deletions - -BALANCE AS AT 31ST MARCH 2015 44,642 44,642

ACCUMULATED DEPRECIATIONBalance as at 1st April 2013 - -Additions - -Deletions - -Balance as at 31st March 2014 - -Additions - -Deletions - -BALANCE AS AT 31ST MARCH 2015 - -

NET BLOCKBalance as at 31st March 2014 44,642 44,642BALANCE AS AT 31ST MARCH 2015 44,642 44,642


Notes :i. The title deed of Leasehold Land acquired on demerger of Daverashola Properties of Hindustan Unilever Limited, amounting to

Rs.44,642 (‘000) is in the process of being transferred in the name of the Company.ii. Under the Gudalur Janmam Estates (Abolition and Conversion into Ryotwari) Act, 1969, the right and title to leasehold land may be altered

at a later date, the nature and effect of which cannot be ascertained at present. However, appropriate steps have been taken to protect the Company’s interest.

iii. The Company’s pending litigations comprise of proceedings pending with settlement officer. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

iv. The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that there are no material foreseeable losses.




Other loans & advances Advance income tax [net] 50 50

50 50

8) RELATED PARTY TRANSACTIONS i) Enterprise where control exists Holding Company Hindustan Unilever Limited Ultimate Holding Company Unilever PLC

ii) Disclosure of transactions between the Company and Holding Company and the status of outstanding balances as at 31st March, 2015 There are no Related Party Transactions during the current and previous year.



Balance outstanding as at the year end: Payable to Holding Company 2,922 2,922

9) SEGMENTAL REPORTING Consequent to the demerger and transfer of the Janmam leasehold land (refer note 10) to the Company from 9th February, 2007, the single

primary reportable business is that of “Land development”. The Company is considered to be operating in one geographical segment.

10) Pursuant to the Scheme of Arrangement for demerger of Janmam Property of Hindustan Unilever Limited to the Company, with effect from 1st November, 2006 as sanctioned by the Honourable High Court of Mumbai on 9th February, 2007, the Janmam leasehold land has been transferred to the Company at a consideration of 1,71,700 equity shares of face value of Rs. 10/- each at a premium of Rs. 250/- per share.

11) Having regard to the continued support of the Company’s holding Company , Hindustan Unilever Limited, the financial statements are prepared on a going concern basis.

12) Previous year’s financial statements were audited by a firm of Chartered Accountants other than B S R & Co. LLP






Jamnagar Properties Private Limited126


K. Ganesh Ritesh Tiwari Ashwani Kumar Tyagi

M/s. B S R & Co, LLP Unilever HouseB. D. Sawant MargChakala, Andheri (East)Mumbai - 400 099.

To the Members,Your Company’s Directors are pleased to present the 8th Annual Report of the Company along with Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS(Rs. lakhs)



Revenue - -Less: Expenses 11.45 11.45Profit / (Loss) for the Year (11.45) (11.45)Profit and Loss Account balance brought forward from previous year (85.85) (74.40)Profit and Loss Account balance carried forward (97.30) (85.85)

DIRECTORS’ REPORT

Jamnagar Properties Private Limited

OPERATIONAL REVIEWThe Company has been exploring opportunities for utilization of properties to generate revenue.


DIRECTORSThe Board of Directors appointed Mr. Ritesh Tiwari and Mr. Ashwani Tyagi, as Additional Directors of the Company with effect from 19th September, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, they would hold office till the date of the forthcoming Annual General Meeting. Notice, along with the requisite deposit, has been received from Hindustan Unilever Limited as a Member under Section 160 of the Companies Act, 2013 signifying its intention to propose the appointment of Mr. Ritesh Tiwari and Mr. Ashwani Tyagi as Directors of the Company at the forthcoming Annual General Meeting.

Mr. Gaurav Mediratta and Mr. Prasad Pradhan resigned from the Board of Directors of your Company with effect from 19th September, 2014. The Board placed on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

In accordance with the provisions of the Companies Act, 2013, Mr. K. Ganesh retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

BOARD MEETINGSThe Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board businesses. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolution by circulation, as permitted by law, which are confirmed at the next Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The

Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the financial year ended 31st March, 2015, five Board meetings were held on 17th April, 2014, 13th August, 2014, 19th September, 2014, 24th November, 2014 and 18th March, 2015. The interval between any two meetings was well within the maximum allowed gap of 120 days.








Jamnagar Properties Private Limited 127Annual Report 2014-15






AUDITORSM/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the last Annual General Meeting for a term of

five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is to be ratified by Members at every Annual General Meeting.


CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies Accounts Rules, 2014 in so far as energy conservation, technology absorption and foreign exchange are concerned, are not applicable to the Company.



K. Ganesh Ritesh TiwariDirector Director

Date: 5th May, 2015 (DIN: 06592716) (DIN: 05349994)


i) CIN : U70101MH2006PTC165144ii) Registration Date : 16th October, 2006iii) Name of the Company : Jamnagar Properties Private Limitediv) Category / Sub-Category of the Company : Private Company/ Company having Share Capitalv) Address of the Registered office and contact details : Unilever House, B. D. Sawant Marg, Chakala,

Andheri (East), Mumbai – 400099 Telephone No : 022 3983 2532 E - mail : [email protected]

vi) Whether listed company : Novii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A.






All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company

1 N.A - -


Sl. No.

Name and Address of the Company CIN/GLN Holding/ Subsidiary/Associate

% of shares held

Applicable Section

1 Hindustan Unilever Limited, Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai - 400 099.

L15140MH1933PLC002030 Holding Company 100 2(46)



Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the

yearDemat Physical Total % of Total Shares


A. Promoters

1. Indian

– Bodies Corporates - 50,00,000 50,00,000 100 - 50,00,000 50,00,000 100 0.00

2. Foreign - - - - - - - - -

Total Shareholding of Promoter

- 50,00,000 50,00,000 100 - 50,00,000 50,00,000 100 0.00


C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 50,00,000 50,00,000 100 - 50,00,000 50,00,000 100 0.00


Sl. No.

Shareholder’s Name


during the year


Company




Company




49,99,999 100 NIL 49,99,999 100 NIL 0.00


1 0.00 NIL 0 0.00 NIL 0.00


0 0.00 NIL 1 0.00 NIL 0.00

Total 50,00,000 100 NIL 50,00,000 100 NIL 0.00



Sl. No.






At the beginning of the year 1 0.00 1 0.00

Sold on 13.08.2014 1 0.00 0 0.00

At the End of the year 0 0.00 0 0.00


At the beginning of the year 0 0.00 0 0.00

Purchased on 13.08.2014 1 0.00 1 0.00

At the End of the year 1 0.00 1 0.00

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs) Not Applicable

v) Shareholding of Directors and Key Managerial Personnel The Directors and Key Managerial Personnel of the Company did not hold any shares during the financial year ended 31st March, 2015.

V. INDEBTEDNESS The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2014-15

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors and Key Managerial Personnel of the Company do not receive any remuneration from the Company.


its Directors or other officers in default, during the year.


K. Ganesh Ritesh Tiwari

Mumbai : 5th May, 2015Director (DIN: 06592716)

Director (DIN: 05349994)


REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Jamnagar Properties Private Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.


The Company’s Board of Directors is responsible for the matters stated in sub section 5 of Section 134 of the Companies Act, 2013 (“the Act”) with respect to the preparation of these 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 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 there under.


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 auditors’ 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 financial statements give

INDEPENDENT AUDITORS’ REPORTto the Members of Jamnagar Properties Private Limited

the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015, and its loss for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’), issued by the Central Government of India in exercise of powers conferred by sub section 11 of section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.




(c) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.



(f) 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, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 5a to the financial statements;

2. Provision has been made in the financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivatives contracts– Refer Note 5b to the financial statements; and





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


(ii) The Company does not hold any inventory. Accordingly, the provisions of clause 3(ii) of the Order are not applicable to the Company




(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013, for the products and services of the Company.

(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, Income tax have 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 Income-tax were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.


(b) According to the information and explanations given to us, there are no dues of Income taxwhich have not been deposited with the appropriate authorities on account of any dispute.


(viii) The Company’s accumulated losses at the end of the financial year are not more than fifty per cent of its net worth. The Company has not incurred cash losses during the current year and in the immediately preceding financial year.




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







Share capital 3 50,000 50,000 Reserves and surplus 4 (9,730) (8,585)

TOTAL 40,270 41,415


Fixed assetsTangible assets 5 40,270 41,415

TOTAL 40,270 41,415 Significant accounting policies 2






Total Revenue - -Expenses

Depreciation expense 5 1,145 1,145 Total Expenses 1,145 1,145 Profit/(loss) before tax (1,145) (1,145)Tax expense

Current tax - -Profit/(loss) per share (Rs.) 6 (1,145) (1,145)

Profit/(loss) per share (Rs.)Basic and diluted (Face Value of Rs.10/- per share) (0.23) (0.23)

Significant accounting policies 2The accompanying notes are an integral part of these financial statements



As per our report of even dateFor B S R & Co. LLPFirm Registration No: 101248W/W - 100022Chartered Accountants


Mumbai : 5th May, 2015

For and on behalf of Board of DirectorsK. Ganesh Ritesh TiwariDirector Director[DIN: 06592716] [DIN: 05349994]

Bhupesh GouniyalCompany SecretaryMembership No: ACS7668









1) COMPANY INFORMATIONThe Company was incorporated on 16th October, 2006 as a result of demerger of the Jamnagar properties of Hindustan Unilever Limited, the Holding Company at Jamnagar, under a Scheme of Arrangement.The main object is to develop, build and construct thereon residential, commercial complexes, townships and such similar complexes for sale or self use or for earning rental income therein, by letting out individual units comprised in such buildings.

2) SIGNIFICANT ACCOUNTING POLICIESA. BASIS FOR PREPARATION OF ACCOUNTSThese financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These Financials Statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.All assets and liabilities have been classified as current or non-current as per the criteria set out in Schedule III of the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current/non-current classification of assets and liabilities.

B. TANGIBLE ASSETS Tangible Assets are stated at cost of acquisition, including any attributable cost for bringing the assets to its working condition for its intended use less accumulated depreciation / amortization, if any.Leasehold land is stated at cost less accumulated amortization. Amortization is over the lease period of 44 years.

C. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3) SHARE CAPITAL



Authorised50,00,000 (31st March, 2014: 50,00,000) of Rs. 10 each 50,000 50,000

Issued, subscribed and paid up50,00,000 (31st March, 2014: 50,00,000) of Rs. 10 each fully paid up 50,000 50,000 [All shares are held by Hindustan Unilever Limited, the Holding Company and its nominees]

50,000 50,000




Balance as at the beginning of the year 50,00,000 50,000 50,00,000 50,000 Add : Shares issued during the year - - - - Add : Shares bought back during the year - - - -

Balance as at the end of the year 50,00,000 50,000 50,00,000 50,000

B. RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARESThe Company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend is proposed by the Board of Directors and is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholdings.







Equity Shares50,00,000 equity shares (31st March, 2014:50,00,000) of Rs.10 each are held by Hindustan Unilever Limited, the holding company and its nominee

50,000 50,000

D. DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES IN THE COMPANY



Equity Shares

Number of shares held by Hindustan Unilever Limited, the holding company and its nomineePercentage of holding

50,00,000 50,00,000 100 100




Surplus/(deficit) in statement of profit and loss Balance as at the beginning of the year (8,585) (7,440)Add: Loss for the year (1,145) (1,145)Balance as at the end of the year (9,730) (8,585)

(9,730) (8,585)

5) TANGIBLE ASSETS

Leasehold Land Total

GROSS BLOCKBalance as at 1st April, 2013 50,000 50,000Additions -Deletions -Balance as at 31st March, 2014 50,000 50,000Additions -Deletions -BALANCE AS AT 31ST MARCH, 2015 50,000 50,000

ACCUMULATED DEPRECIATIONBalance as at 1st April, 2013 7,440 7,440Additions 1,145 1,145DeletionsBalance as at 31st March, 2014 8,585 8,585Additions 1,145 1,145Deletions -BALANCE AS AT 31ST MARCH, 2015 9,730 9,730

NET BLOCKBalance as at 31st March, 2014 41,415 41,415BALANCE AS AT 31ST MARCH, 2015 40,270 40,270




NOTES: i. The Company’s pending litigations comprise of proceedings pending with state government. The Company has reviewed all its pending

litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results.

ii. The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for materialforeseeable losses. At the year end, the Company has reviewed and ensured that there are no material foreseeable losses.

6) LOSS PER SHARE



Net Profit/(Loss) (1,145) (1,145)Weighted average number of Equity shares outstanding 50,00,000 50,00,000 Loss Per Share - Basic and Diluted (Face value of Rs. 10 per share) (0.23) (0.23)

7) RELATED PARTY DISCLOSURES i) Enterprise where control exists Holding Company Hindustan Unilever Limited The Ultimate Holding Company Unilever PLC

There are no Related Party Transactions during the current and the previous year.

8) Pursuant to the Scheme of Arrangement for demerger of Jamnagar leasehold land and building of Hindustan Unilever Limited to the Company, with effect from 1st November, 2006, as sanctioned by the Honourable High Court of Mumbai on 9th February, 2007, the Jamnagar leasehold land and building has been transferred to the Company at a consideration of 50,00,000 fully paid equity shares of face value of Rs. 10 each. The said consideration has been entirely apportioned to land, since in the view of the management, the value of building is Nil as it is not in a usable condition.No further consents from appropriate authorities are necessary as the scheme has been approved by the Honourable High Court.

9) SEGMENT REPORTING The Company is in the business to develop, build, and construct thereon residential, commercial complexes, townships and such similar

complexes for sale or self use or for earning rental income therein by letting out individual units comprised in such buildings. The entire operations are governed by the same set of risks and returns. Hence, the operations have been considered as representing a single business segment. The Company is considered to be operating in one geographical segment. The said treatment is in accordance with the guiding principles enunciated in the Accounting Standard on Segment Reporting (AS - 17).

10) Having regard to the continued support of the Company’s Holding Company , Hindustan Unilever Limited , the financial statements are prepared on a going concern basis.

11) Previous year’s financial statements were audited by a firm of Chartered Accountants other than B S R & Co. LLP.









Levers Associated Trust Limited136


Dinesh ThaparRitesh TiwariSumit SenAakriti Chandra

M/s. B S R & Co. LLP Unilever House B. D. Sawant Marg Chakala, Andheri East Mumbai - 400 099.

To the Members,


The Company had neither income nor expenditure during the year and all its out of pocket expenses have been borne by Hindustan Unilever Limited, the Holding Company. The Company continued to act jointly with Levindra Trust Limited as the Trustees of the Union Provident Fund, Hindlever Pension Fund, Hindustan Lever Management Staff Gratuity Fund, Hindlever Limited Superannuation Fund and Hindustan Lever Educational and Welfare Trust.

DIVIDENDThe Directors do not recommend any dividend for the year.

DIRECTORSThe Baord of Directors appointed Mr. Dinesh Thapar, Mr. Sumit Sen and Ms. Aakriti Chandra as Additional Directors of the Company with effect from 22nd September, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, they would hold office till the date of the forthcoming Annual General Meeting. Notice has been received from Hindustan Unilever Limited as a Member under Section 160 of the Companies Act, 2013 signifying its intention to propose the appointment of Mr. Dinesh Thapar, Mr. Sumit Sen and Ms. Aakriti Chandra as Directors of the Company at the forthcoming Annual General Meeting.

During the year, Mr. Dev Bajpai, Mr. BP Biddappa and Mr. Ajay Lalvani resigned from the Board of Directors of your Company. The Board placed on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

In accordance with Article 22 of the Articles of Association of the Company and the Companies Act, 2013, Mr. Ritesh Tiwari retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.


The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the financial year ended 31st March, 2015, five Board meetings were held on 25th April, 2014, 14th August, 2014,

22nd September, 2014, 25th November, 2014 and 17th March, 2015. The interval between any two meetings was well within the maximum allowed gap of 120 days.

RESPONSIBILITY STATEMENTYour Directors confirm that:


ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. they have prepared the annual accounts on a going concern basis.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.




ANNUAL RETURN EXTRACTExtract of Annual Return in form MGT 9 under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure to this Report.


DIRECTORS’ REPORT

Levers Associated Trust Limited

Levers Associated Trust Limited 137Annual Report 2014-15


AUDITORSM/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the last Annual General Meeting for a period of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is to be ratified by Members at every Annual General Meeting.The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in so far as energy conservation, technology absorption and foreign exchange are concerned, are not applicable to the Company.



Dinesh Thapar Ritesh TiwariDirector Director


DIRECTORS’ REPORT


i) CIN : U74999MH1946PLC005403

ii) Registration Date : 11th December, 1946

iii) Name of the Company : Levers Associated Trust Limited

iv) Category / Sub-Category of the Company : Public Company/ Company having Share Capital

v) Address of the Registered office and contact details : Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai – 400099 Telephone No : 022 3983 2532 E - mail : [email protected]

vi) Whether listed company : No



Sl. No.

Name and Description of main products/services

NIC Code of the Product/ service


1 N.A - -






Sl.No.

Name and Address of the Company

CIN/GLN Holding/ Subsidiary/ Associate




99.99% 2(46)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)





% Changeduring



A. Promoters

1. Indian

– Bodies Corporates - 50,000 50,000 100 - 50,000 50,000 100 0.00

2. Foreign - - - - - - - - -


- 50,000 50,000 100 - 50,000 50,000 100 0.00


C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) - 50,000 50,000 100 - 50,000 50,000 100 0.00


SlNo.

Shareholder’sName



year

No. of Shares % of total Shares of

the company



No. of Shares % of total Shares

of the company




49,994 99.99 NIL 49,994 99.99 NIL 0.00

2 Levindra Trust Limited

1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 0 0.00 NIL 0.00


0 0.00 NIL 1 0.00 NIL 0.00


SlNo.

Shareholder’sName



year

No. of Shares % of total Shares of

the company



No. of Shares % of total Shares

of the company




1 0.00 NIL 0 0.00 NIL 0.00


0 0.00 NIL 1 0.00 NIL 0.00

Total 50,000 100 NIL 50,000 100 NIL 0.00


Sl.No.



No. of shares

% of total shares

of the Company

No. of shares

% of total shares

of the Company1. R. Sridhar j/w Unilever India Exports Limited

At the beginning of the yearSold on 14.08.2014


110

0.000.000.00

100

0.000.000.00

2. Unilever India Exports Limited j/w P. B. BalajiAt the beginning of the year


011

0.000.000.00

011

0.000.000.00

3. Hemant Bakshi j/w Hindustan Unilever Limited At the beginning of the year


110

0.000.000.00

100

0.000.000.00

4. Hindustan Unilever Limited j/w Priya Nair At the beginning of the year


011

0.000.000.00

011

0.000.000.00


v) Shareholding of Directors and Key Managerial Personnel The Directors of the Company did not hold any shares in the Company during the financial year ended 31st March, 2015. There are no

Key Managerial Personnel in the Company.

V. INDEBTEDNESS The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2014–15.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL The Directors do not receive any remuneration from the Company. The Company is not required to appoint Key Managerial Personnel.


its Directors or other officers in default, during the year.


Dinesh Thapar Ritesh Tiwari Mumbai : 5th May, 2015 Director

(DIN: 05288401)Director (DIN: 05349994)



We have audited the accompanying financial statements of Levers Associated Trust Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.



AUDITOR’S RESPONSIBILITY




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.


INDEPENDENT AUDITORS’ REPORTto the Members of Levers Associated Trust Limited

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2015, and its nil profit/loss and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements









1. The Company does not have any pending litigations which would impact its financial position,

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



Akeel MasterPlace: Mumbai PartnerDate: 05 May, 2015 Membership No: 046768



(i) According to the information and explanation given to us the Company is not having any fixed assets and hence clause 3 (i) of the Order is not applicable to the Company.

(ii) The Company was incorporated on 1st April, 1958, with the main objective to undertake the office of and act as trustee for any person or persons, company, corporation or otherwise, and generally to undertake, perform and discharge any trust, or agency business, and any office of confidence. Accordingly, it does not hold any inventories. Thus, clause 3 (ii) of the Order is not applicable to the Company.




(vi) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013, for the services of the Company.

(vii) (a) According to the information and explanations given to us, the Company did not have any statutory dues which are required to be deposited with the appropriate authorities.

(b) Thus, clause 3 (vii a and b) of the Order are not applicable to the Company.

(c) According to the information and explanations given to us, there were no amounts which were required to be

transferred to the Investor Education and Protection fund by the Company, accordingly the provisions of clause 3(vii c) of the Order are not applicable to the Company.

(viii) 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.










EQUITY AND LIABILITIESShareholders’ funds

Share capital 3 500 500TOTAL 500 500

ASSETSCurrent assets

Cash and bank balances 4 500 500TOTAL 500 500Significant accounting policies 2







Profit/(loss) before tax

Tax expense - -Profit/(loss) for the year – –

Earnings per equity share – –Basic and diluted (Face value of Rs. 10 each) – –







Ritesh Tiwari Dinesh ThaparDirector Director[DIN: 05349994] [DIN: 05288401]Mumbai : 5th May, 2015









A CASH FLOW FROM OPERATING ACTIVITIES:Cash from operating activities - [A] - -

B CASH FLOW FROM INVESTING ACTIVITIES:Cash from investing activities - [B] - -

C CASH FLOW FROM FINANCING ACTIVITIES:Repayment of advance by holding company - 4

Cash from in financing activities - [C] - 4

Net (decrease)/ increase in Cash and cash equivalents - [A+B+C] - 4

Cash and cash equivalents as at beginning of the year 500 496

Cash and cash equivalents as at end of the year 500 500

Cash and cash equivalents comprise of:

Balances with banks

In current account 500 500

500 500

Note The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), ‘Cash Flow Statements’.







1 COMPANY INFORMATIONThe Company was incorporated on 11th December, 1946 with the main objective to undertake the office of and act as trustee for any person or persons, company, corporation or otherwise, and generally to undertake, perform and discharge any trust, trust or agency business, and any office of confidence.

2 SIGNIFICANT ACCOUNTING POLICIESBASIS FOR PREPARATION OF ACCOUNTSThese financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These Financials Statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.All assets and liabilities have been classified as current or non-current as per the criteria set out in Schedule III of the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current/Non-current classification of assets and liabilities.

3) SHARE CAPITALAs at

31st March, 2015As at

31st March, 2014Authorised50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500

Issued, subscribed and fully Paid up50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500

500 500




Balance as at the beginning of the year 50,000 500 50,000 500 Add : Shares issued during the year - - - - Add : Shares bought back during the year - - - -

Balance as at the end of the year 50,000 500 50,000 500

B. RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARES The Company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.




EQUITY SHARES:50,000 Equity shares (31st March, 2014:50,000) of Rs.10/- each are held by Hindustan Unilever Limited, the holding company

500 500


D. DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES IN THE COMPANY



EQUITY SHARES

Number of shares held by Hindustan Unilever Limited, the holding company 50,000 50,000 Percentage of holding 100 100

4) CASH AND BANK BALANCES As at


31st March, 2014Balances with banks- In current accounts 500 500

500 500

5) RELATED PARTY DISCLOSURES ENTERPRISE WHERE CONTROL EXISTS Holding Company Hindustan Unilever Limited Ultimate Holding Company Unilever PLC

Disclosure of transactions between the Company and Holding Company and the status of outstanding balances as at 31st March, 2015



HOLDING COMPANY - Advances repaid by the Holding Company - 4







Levindra Trust Limited146


Daisy Bharucha C. S. Varghese Ashok Anchan Jayanta Kumar Roy

M/s. B S R & Co. LLP Unilever House B. D. Sawant MargChakala, Andheri EastMumbai - 400 099.


The Company had neither income nor expenditure during the year and all its out of pocket expenses have been borne by Hindustan Unilever Limited, the Holding Company. The Company continued to act jointly with Levers Associated Trust Limited as the Trustee of the Union Provident Fund.


DIRECTORSIn accordance with Article 22 of the Articles of Association of the Company and the Companies Act, 2013, all Directors of the Company will retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.



During the financial year ended 31st March, 2015, five Board meetings were held on 25th April, 2014, 4th July, 2014, 25th August, 2014, 25th November, 2014 and 27th February, 2015. The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

RESPONSIBILITY STATEMENTYour Directors confirm that:i. in the preparation of the annual accounts, the applicable




iv. they have prepared the annual accounts on a going concern basis.v. they have devised proper systems to ensure compliance with the

provisions of all applicable laws and such systems are adequate and operating effectively.


PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThere were no loans, guarantee or investments made by your Company in accordance with the provisions of Section 186 of the Companies Act, 2013 during the financial year 2014-15.



DECLARATIONS AND CONFIRMATIONS The Company has adequate internal financial control system in place which operates effectively. According to the Directors of your Company, elements of risks that threaten the existence of your Company are very minimal. Hence, no separate risk management policy is formulated.


AUDITORSM/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the last Annual General Meeting for a period of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is to be ratified by Members at every Annual General Meeting.





Daisy Bharucha Ashok Anchan Director Director


DIRECTORS’ REPORT

Levindra Trust Limited

Levindra Trust Limited 147Annual Report 2014-15


i) CIN : U67120MH1946PLC005402

ii) Registration Date : 11th December, 1946

iii) Name of the Company : Levindra Trust Limited

iv) Category/Sub-Category of the Company : Public Company/ Company having Share Capital





Sl. No.


NIC Code of theProduct/service


1 N.A - -


Sl.No.





99.99 2(46)







Category of Shareholders No. of Shares held at the beginning of the year


% Changeduring



A. Promoters

1. Indian

– Bodies Corp. - 50,000 50,000 100 - 50,000 50,000 100 0.00

2. Foreign - - - - - - - - -


- 50,000 50,000 100 - 50,000 50,000 100 0.00



- - - - - - - - -

Grand Total (A+B+C) - 50,000 50,000 100 - 50,000 50,000 100 N.A


SlNo.

Shareholder’sName

Shareholding at the beginning of the year Shareholding at the end of the year % change in Share holding during

the year

No. of Shares

% of Shares total Shares of the Company

% of Shares pledged / encumbered to total

shares

No. of Shares

% of total Shares of the

Company

% of Shares pledged / encumbered to

total shares


49,994 99.99 NIL 49,994 99.99 NIL 0.00

2. Hindlever Trust Limited

1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 0 0.00 NIL 0.00


0 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 0 0.00 NIL 0.00


0 0.00 NIL 1 0.00 NIL 0.00

Total 50,000 100 NIL 50,000 100 NIL 0.00



SlNo.

Name of Shareholders Shareholding at the beginning of the year




1. Unilever India Exports Limited j/w R. Sridhar At the beginning of the year 1 0.00 1 0.00




3. Hemant Bakshi j/w Hindustan Unilever LimitedAt the beginning of the year 1 0.00 1 0.00


4. Hindustan Unilever Limited j/w Priya NairAt the beginning of the year 0 0.00 0 0.00



v) Shareholding of Directors and Key Managerial Personnel The Directors of the Company did not hold any shares during the financial year ended 31st March, 2015. There are no Key Managerial

Personnel in the Company.

V. INDEBTEDNESS The Company had no indebtedness with respect to secured or Unsecured Loans or Deposits during the financial year 2014-15



its Directors or other officers in default, if any, during the year.


Daisy Bharucha Ashok Anchan Mumbai : 5th May, 2015 Director

(DIN: 02967823)Director (DIN: 06616491)


REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of Levindra Trust Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.







INDEPENDENT AUDITORS’ REPORTto the Members of Levindra Trust Limited

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2015, and its nil profit/loss and its cash flows for the year ended on that date.












3. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

For B S R & Co. LLPChartered AccountantsFirm’s Registration No: 101248W/ W - 100022




(i) According to the information and explanation given to us the Company is not having any fixed assets and hence clause 3 (i) of the Order is not applicable to the Company.

(ii) The Company was incorporated on 11th December, 1946 with the main objective to undertake the office of and act as trustee for any person or persons, company, corporation or otherwise, and generally to undertake, perform and discharge any trust, or agency business, and any office of confidence. Accordingly, it does not hold any inventories. Thus, clause 3 (ii) of the Order is not applicable to the Company.





(vii) (a) According to the information and explanations given to us, the Company did not have any statutory dues which are required to be deposited with the appropriate authorities. Thus, clause 3 (vii a and b) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company, accordingly the provisions of clause 3(vii c) of the Order are not applicable to the Company.






For B S R & Co. LLPChartered AccountantsFirm’s Registration No: 101248W/ W - 100022





EQUITY AND LIABILITIESShareholder's funds









Total Revenue – –Total Expenses – –Profit/(loss) before tax – –Tax expense – –Profit/(loss) for the year – –Profit/(loss) per share (Rs.)Basic and diluted (Face value of Rs 10/- per share)

– –

Significant accounting policies 2 The accompanying notes are an integral part of these financial statements.





Daisy Bharucha Ashok AnchanDirector Director[DIN: 02967823] [DIN: 06616491]Mumbai : 5th May, 2015









A CASH FLOW FROM OPERATING ACTIVITIESCash generated from operating activities - [A] - -


C CASH FLOW FROM FINANCING ACTIVITIESRepayment of advance by Holding Company - 4


Net (decrease)/increase in cash and cash equivalents - [A+B+C] - 4




Balances with banks


500 500

Note to the Cash Flow Statement The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), ‘Cash Flow Statements’.





1) COMPANY INFORMATION The Company was incorporated on 11th December, 1946 with the main objective to undertake the office of and act as trustee for any person or persons, company, corporation or otherwise, and generally to undertake, perform and discharge any trust, trust or agency business, and any office of confidence.

2) SIGNIFICANT ACCOUNTING POLICIESBASIS FOR PREPARATION OF ACCOUNTSThese financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These Financials Statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

All assets and liabilities have been classified as current or non-current as per the criteria set out in Schedule III of the Companies Act, 2013. The Company has ascertained its operating cycle as 12 months for the purpose of current – non current classification of assets and liabilities.



31st March, 2014Authorised50,000(31st March, 2014: 50,000) Equity shares of Rs. 10 each 500 500

Issued, subscribed & Paid up50,000(31st March, 2014: 50,000) Equity shares of Rs. 10 each fully paid up 500 500

500 500




Balance as at the beginning of the year 50,000 500 50,000 500Add : Shares issued during the year – – – –Add : Shares bought back during the year – – – –

Balance as at the end of the year 50,000 500 50,000 500

B. RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARESThe Company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.




Equity Shares:50,000 equity shares (31st March, 2014 : 50,000) of Rs. 10 each are held by Hindustan Unilever Limited, the holding company 500 500




D) DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES IN THE COMPANY



Number of shares held by Hindustan Unilever Limited, the holding company 50,000 50,000Percentage of holding 100 100

4) CASH AND CASH EQUIVALENTSAs at


31st March, 2014

Balances with banksIn current accounts 500 500

500 500

5) RELATED PARTY DISCLOSURES

I) ENTERPRISE WHERE CONTROL EXISTS Holding Company Hindustan Unilever Limited

Ultimate Holding Company Unilever PLC

II) DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND HOLDING COMPANY AND THE STATUS OF OUTSTANDING BALANCES AS AT 31ST MARCH, 2015



Holding Company - Advances repaid by Holding Company - 4







Hindlever Trust Limited156


Dinesh Thapar Ritesh Tiwari Sumit Sen Aakriti Chandra

M/s. B S R & Co. LLP Unilever HouseB. D. Sawant MargChakala, Andheri (East)Mumbai - 400 099.

To the Members,


The Company had neither income nor expenditure during the year and all its out of pocket expenses have been borne by Hindustan Unilever Limited, the Holding Company. The Company continued to act jointly with Levers Associated Trust Limited as the Trustees of the Union Provident Fund, Hindlever Pension Fund, Hindustan Lever Gratuity Fund, Hindlever Limited Superannuation Fund and Hindustan Lever Educational and Welfare Trust.


DIRECTORSThe Board of Directors appointed Mr. Sumit Sen and Ms. Aakriti Chandra as Additional Directors of the Company with effect from 22nd September, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, they would hold office till the date of the forthcoming Annual General Meeting. Notice, along with requisite deposit has been received from Hindustan Unilever Limited as a Member under Section 160 of the Companies Act, 2013 signifying its intention to propose the appointment of Mr. Sumit Sen and Ms. Aakriti Chandra as Directors of the Company at the forthcoming Annual General Meeting.

During the year, Mr. Dev Bajpai and Mr. B P Biddappa resigned from the Board of Directors of your Company. The Board placed on record its appreciation for the services rendered by them during their tenure as Directors of the Company .

In accordance with Article 13 of the Articles of Association of the Company and the Companies Act, 2013, Mr. Ritesh Tiwari and Mr. Dinesh Thapar retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.



During the financial year ended 31st March, 2015, five Board meetings were held on 25th April, 2014, 14th August, 2014, 22nd September, 2014, 25th November, 2014 and 17th March, 2015. The

interval between any two meetings was well within the maximum allowed gap of 120 days.

RESPONSIBILITY STATEMENTYour Directors confirm that:





v. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.







DIRECTORS’ REPORT

Hindlever Trust Limited

Hindlever Trust Limited 157Annual Report 2014-15

AUDITORSM/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the last Annual General Meeting for a period of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is to be ratified by Members at every Annual General Meeting.






Dinesh ThaparDirector(DIN: 05288401)

Ritesh TiwariDirector(DIN: 05349994)


i) CIN : U65990MH1958PLC011060ii) Registration Date : 1st April,1958iii) Name of the Company : Hindlever Trust Limitediv) Category / Sub-Category of the Company : Public Company/ Company having Share Capitalv) Address of the Registered office and contact details : Unilever House, B. D. Sawant Marg, Chakala,

Andheri (East), Mumbai – 400099 Telephone No : 022 3983 2532 E - mail : [email protected]



All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-Sl. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the Company1 N.A - -


Sl. No.


% of shares held

Applicable Section


L15140MH1933PLC002030 Holding Company 99.99 2(46)









% Change during



A. Promoters1. Indian – Bodies Corp. - 50,000 50,000 100 - 50,000 50,000 100 0.002. Foreign - - - - - - - - -Total shareholding of Promoter (A) - 50,000 50,000 100 - 50,000 50,000 100 0.00B. Public Shareholding - - - - - - - - -1. Institutions - - - - - - - - -2. Non-Institutions - - - - - - - - -Total Public Shareholding (B) - - - - - - - - -C. Shares held by Custodian for

GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 50,000 50,000 100 - 50,000 50,000 100 0.00


Sl. No.


Shareholding at the beginning of the year Shareholding at the end of the year % change in Share holding

during the year

No. of Shares


Company



No. of Shares


Company




49,994 99.99 NIL 49,994 99.99 NIL 0.00

2. Levers Associated Trust Limited

1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 0 0.00 NIL 0.00


0 0.00 NIL 1 0.00 NIL 0.00


1 0.00 NIL 0 0.00 NIL 0.00


0 0.00 NIL 1 0.00 NIL 0.00

Total 50,000 100 NIL 50,000 100 NIL 0.00



Sl. No.



No. of shares

% of total shares of the Company

No. of shares


1. Unilever India Exports Limited j/w R. Sridhar At the beginning of the year 1 0.00 1 0.00




3. Hemant Bakshi j/w Hindustan Unilever Limited At the beginning of the year 1 0.00 1 0.00


4. Hindustan Unilever Limited j/w Priya Nair At the beginning of the year 0 0.00 0 0.00





V. INDEBTEDNESS The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2014-15

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL The Directors of the Company do not receive any remuneration from the Company. The Company is not required to appoint key Managerial

Personnel



Ritesh Tiwari Dinesh ThaparMumbai : 5th May, 2015 Director

(DIN: 05349994)Director (DIN: 05288401)



We have audited the accompanying financial statements of Hindlever Trust Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.


AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these 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 sub section of 10 of Section 143 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 financial statements.

INDEPENDENT AUDITORS’ REPORTto the Members of Hindlever Trust Limited

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2015, and its nil profit/loss and its cash flows for the year ended on that date.








(e) On the basis of the written representations received from the Directors as on March 31, 2015 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2015 from being appointed as a Director in terms of sub section 2 of Section 164 of the Act.




3. There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

For B S R & Co. LLP

Chartered Accountants

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

Akeel Master

Place: Mumbai PartnerDate: 05th May, 2015 Membership No: 046768



(i) According to the information and explanation given to us the Company is not having any fixed assets and hence clause 3 (i) of the Order is not applicableto the Company.

(ii) The Company was incorporated on 1st April, 1958, with the main objective to undertake the office of and act as trustee for any person or persons, company, corporation or otherwise, and generally to undertake, perform and discharge any trust, or agency business, and any office of confidence. Accordingly, it does not hold any inventories. Thus, clause 3 (ii) of the Order is not applicable to the Company.





(vii) (a) According to the information and explanations given to us, the Company did not have any statutory dues which are required to be deposited with the appropriate authorities. Thus, clause 3 (vii a and b) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company, accordingly the provisions of clause 3(vii c) of the Order are not applicable to the Company.






For B S R & Co. LLP

Chartered Accountants

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

Akeel Master

Place: Mumbai PartnerDate: 05th May, 2015 Membership No: 046768




EQUITY AND LIABILITIES Shareholders’ funds










Profit/(loss) before tax – –Tax expense – –Profit/(loss) for the year – –Earnings per equity shareBasic and diluted (Face value of Rs. 10 each)

– –

Significant accounting policies 2 – –











CASH FLOW STATEMENT for the year ended 31st March, 2015




A CASH FLOW FROM OPERATING ACTIVITIES:Cash from operating activities - [A] - -


C CASH FLOW FROM FINANCING ACTIVITIES: Repayment of advance by Holding Company - 4


Net (decrease)/increase in cash and cash equivalents - [A+B+C] - 4




Balances with banks


500 500

Note: The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), ‘Cash Flow Statements’.





1) COMPANY INFORMATION

The Company was incorporated on 1st April, 1958, with the main objective to undertake the office of and act as trustee for any person or persons, company, corporation or otherwise, and generally to undertake, perform and discharge any trust, trust or agency business, and any office of confidence.

2) SIGNIFICANT ACCOUNTING POLICIESBASIS FOR PREPARATION OF ACCOUNTSTHESE FINANCIALS STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH THE GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN INDIA UNDER HISTORICAL COST CONVENTION ON ACCRUAL BASIS.THESE FINANCIALS STATEMENTS HAVE BEEN PREPARED TO COMPLY IN ALL MATERIAL ASPECTS WITH APPLICABLE ACCOUNTING STANDARDS NOTIFIED UNDER SECTION 133 OF THE COMPANIES ACT, 2013 READ WITH RULE 7 OF THE COMPANIES (ACCOUNTS) RULES, 2014.




31st March, 2014

Authorised:50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500

Issued, subscribed and fully paid up50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500

500 500




Balance as at the beginning of the year 50,000 500 50,000 500Add : Shares sued during the year – – – –Add : Shares bought back during the year – – – –Balance as at the end of the year 50,000 500 50,000 500

B. RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO SHARES

The Company has only one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.




Equity Shares50,000 equity shares (31st March,2014 : 50,000) of Rs.10/- each are held by Hindustan Unilever Limited, the holding company

500 500




D) DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES IN THE COMPANY



Equity SharesNumber of shares held by Hindustan Unilever Limited, the holding company 50,000 50,000Percentage of holding 100 100




Balances with banks - In current accounts 500 500

500 500

5) RELATED PARTY DISCLOSURES

ENTERPRISE WHERE CONTROL EXISTS Holding Company Hindustan Unilever Limited

Ultimate Holding Company Unilever PLC,

Disclosure of transactions between the Company and Holding Company and the status of outstanding balances as at 31st March, 2015



Advances repaid by the Holding Company - 4







Hindustan Unilever Foundation166

DIRECTORS’ REPORT

Hindustan Unilever Foundation


Sanjiv Mehta P. B. Balaji Dev Bajpai Priya Nair

M/s. B S R & Co. LLP Unilever House B. D. Sawant MargChakala, Andheri (East)Mumbai - 400 099.

To the Members,


FINANCIAL RESULTS

(Rs. lakhs)



Total Income 2,468.45 1,023.00Less: Total Expenditure 2,458.30 1,098.96Excess/(Shortfall) of Income over Expenditure 10.14 (75.96)

OPERATIONAL REVIEWYour Company has been incorporated to promote and implement the Corporate Social Responsibility agenda and works in the areas of social, economical and environmental issues. The Company promotes conservation and management of environment and natural resources in India, and enables the less privileged segments of the society to improve their livelihood by enhancing their means and capabilities to meet the emerging opportunities of tomorrow.

Your Company has identified ‘Water for Public Good’ with a focus on farm based livelihoods as the key thrust area of functioning. Your Company aims to contribute to the water agenda by harnessing opportunities and overcoming challenges in this area.

During the year, to reinforce its governance, your Company has set up a National Advisory Committee, consisting of independent experts, Mr. Ramaswamy R. Iyer, Former Secretary Water Resources in the Government of India; Dr. Mihir Shah, a renowned economist, social worker and former member of Planning Commission of India and Ms. Ireena Vittal, former partner member of with McKinsey.

Your Company supports initiatives, inter alia covering plans and actions for sustainable management of soil, agriculture and water conservation for building the capabilities of farmers at the village level in 90 districts through the following projects:

1. Development Support Centre, Ahmedabad2. Aga Khan Rural Support Programme (India)3. Maharashtra Institute of Technology Transfer for Rural Area’s

(MITTRA)4. Development of Humane Action (DHAN) Foundation5. Mysore Resettlement and Development Agency (MYRADA)6. Society for Promotion of Eco-Friendly Sustainable Development

(SPESD)7. Watershed Organization Trust (WOTR)8. Sanjeevani Institute for Empowerment and Development (SIED)9. Dharampur Utthan Vahini (DHRUVA)10. Parmarth Samaj Sevi Sansthan (PSSS)11. Foundation for Ecological Security (FES)12. Solidaridad Network Asia (SNAL) and Solidaridad Regional

Expertise Centre (SREC) New Delhi

13. International Finance Corporation (IFC)14. BAIF Institute for Rural Development (BIRD - UP)15. Professional Assistance for Development Action (PRADAN)16. Sahjeevan17. Parmarth Samaj Sevi Sansthan (PSSS) - Sumerpur18. Samuha19. People’s Action for National Integration (PANI)

It also supports knowledge initiatives, some of which include :1. Weather based advisory system to farmers – WOTR2. Wealth ranking outcomes due to water based projects – WOTR3. Climate velnerable assessment in Rainfed areas – WOTR4. Ground water modelling – FES5. Rainfed area / Information portal for decision making – FES6. Equipment bank – BIRD7. Watershed manual – MYRADA8. Good agriculture practices and water management practices in

Sugarcane – IFC9. Crop water footprint for sugarcane and soya - SREC

Measuring Impact and social return on investmentThe key to the success of ‘Water for Public Good programme’ is finding out how effective it is at achieving the desired impacts. Your Company places great value on measuring the impact of its projects, and learning from them. Besides the quantitative impacts, your Company aims to use a Social Return on Investment (SROI) methodology to understand and track the benefits that are of value to communities.

Members can access more details about the Company’s activities at www.hul.co.in/Images/Water-for-Public-Good-Report-2014 tcm114-403601.pdf. Your Company is committed to the cause of Water for Public Good and will continue to work towards the national endeavor in this space.

DIRECTORSThe Board of Directors appointed Mr. Dev Bajpai and Ms. Priya Nair as Additional Directors of the Company with effect from 23rd September, 2015 and 6th May, 2015 respectively. In accordance with the provisions of Section 161 of the Companies Act, 2013, they

Hindustan Unilever Foundation 167Annual Report 2014-15

would hold office up to the date of forthcoming Annual General Meeting. The Company has received Notice, along with the requisite deposit, under Section 160 of the Companies Act, 2013 from Hindustan Unilever Limited as a Member signifying its intention to propose the appointment of Mr. Dev Bajpai and Ms. Priya Nair as the Directors of the Company at the forthcoming Annual General Meeting.

In accordance with Article 48 of the Articles of Association of the Company and the Companies Act, 2013, Mr. Sanjiv Mehta and Mr. P. B. Balaji, Directors of the Company are liable to retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

BOARD MEETINGSThe Board meets at regular intervals to discuss and decide on Company / business policy / projects to be undertaken and strategy apart from other Board businesses. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions by circulation, as permitted by law, which are confirmed at the next Board meeting.


During the financial year ended 31st March, 2015, four Board meetings were held on 27th May, 2014, 23rd September, 2014, 18th November, 2014 and 4th March, 2015. The interval between any two meetings was well within the maximum allowed gap of 120 days.

RELATED PARTY TRANSACTIONSDuring the year, your Company received donations from related parties for the purpose of CSR activities and the same were appropriated accordingly.

RESPONSIBILITY STATEMENTYour Directors confirm that:i. in the preparation of the annual accounts, the applicable





v. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

DEPOSITSThe Company has not accepted any fixed deposits from public under Chapter V of Companies Act, 2013 during the year.

PERSONNELDisclosure with respect to remuneration of employees as per Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3)

of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2015 is appended as an Annexure to this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThere have been no loans, guarantees or investments made by your Company under Section 186 of the Companies Act, 2013 during the year under review.




AUDITORSM/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at the last Annual General Meeting for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is to be ratified by the Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in so far as energy conservation, technology absorption and foreign exchange are concerned, are not applicable to the Company.

SAFETY, HEALTH, ENVIRONMENT AND QUALITYThe Company is committed to excellence in safety, health, environment and quality management. It accords the highest priority to the health and safety of its employees, customers and other stakeholders as well as protection of the environment. The management of the Company is strongly focused on continuous improvement in these areas which are fundamental to the sustainable growth of the Company.



Dev Bajpai P.B. BalajiDirector Director




i) CIN : U93090MH2010NPL201468ii) Registration Date : 30th March, 2010iii) Name of the Company : Hindustan Unilever Foundationiv) Category / Sub-Category of the Company : Private Limited Company, Section 25 Company

under Companies Act, 1956 (Section 8 Companies Act, 2013)

v) Address of the Registered office and contact details : Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai – 400099 Telephone No : 022-39832532 E - mail : [email protected]


II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY The Company is a not–for–profit Company incorporated under Section 25 of the Companies Act, 1956.


Sl. No


% of shares held

Applicable Section



76 2(46)

2. Unilever India Exports Limited Unilever House B. D. Sawant Marg, Chakala, Andheri (East), Mumbai - 400 099.

U51900MH1963PLC012667 Assocaite Company

24 2(6)




% Change during the

yearDemat Physical Total % of Total Shares


A. Promoters

1. Indian

– Bodies Corp. - 10,000 10,000 100 - 10,000 10,000 100 0.002. Foreign - - - - - - - - 0.00Total shareholding of Promoter (A) - 10,000 10,000 100 - 10,000 10,000 100 0.00B. Public Shareholding - - - - - - - - -C. Shares held by Custodian

for GDRs & ADRs - - - - - - - - -

Grand Total (A+B+C) - 10,000 10,000 100 - 10,000 10,000 100 0.00






Sl. No.



during the year

No. of Shares


company


total sharesNo. of

Shares% of total

Shares of the company


total shares

1 Hindustan Unilever Limited 7,600 76 NIL 7,600 76 NIL 0.00

2. Unilever India Exports Limited 2,400 24 NIL 2,400 24 NIL 0.00

Total 10,000 100 NIL 10,000 100 NIL 0.00

iii) Change in Promoters’ Shareholding There were no changes in the Promoter’s shareholding during the financial year 2014-2015

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Not applicable



V. INDEBTEDNESS The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2014 – 15


VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES There were no penalties / punishment / compounding of offences for breach of any Section of Companies Act against the Company or its

Directors or other officers in default, if any, during the year.On behalf of the Board

Dev Bajpai P.B. BalajiMumbai : 6th May, 2015 Director

(DIN : 00050516)Director (DIN : 02762983)



employmentRavi Puranik 52 BE, PGDRM 01.09.2012 CEO 1,03,93,966 71,51,933 29 Tata Power





Dev Bajpai P.B. BalajiMumbai : 6th May, 2015 Director

(DIN : 00050516)Director (DIN : 02762983)

Annexure to the Directors’ Report Statement of Disclosure of remuneration under Section 197 of Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014



We have audited the accompanying financial statements of Hindustan Unilever Foundation(“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Income and Expenditure, and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.



AUDITORS’ RESPONSIBILITY



We conducted our audit in accordance with the Standards on Auditing specified under sub section 10 of Section 143 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.



INDEPENDENT AUDITORS’ REPORTto the Members of Hindustan Unilever Foundation

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31, 2015, and its excess of income over expenditure and its cash flows for the year ended on that date.


1. This report does not contain a statement on the matters specified in paragraphs 3 and 4 as required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’), issued by the Central Government of India in exercise of powers conferred by sub section 11 of section 143 of the Act as, in our opinion, and according to the information and explanations given to us, the Order is not applicable in case of the Company.




(c) The Balance Sheet, the Statement of Income and Expenditure, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.




1. The Company does not have any pending litigations which would impact its financial statements;

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

3. There were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company







Share capital 3 1,00,000 1,00,000 Reserves and surplus 4 1,10,59,785 1,00,45,123

Current liabilitiesOther current liabilities 5 18,77,020 38,93,669

TOTAL 1,30,36,805 1,40,38,792


Cash and bank balances 6 1,28,20,875 1,40,36,292 Short-term loans and advances 7 2,15,930 2,500

TOTAL 1,30,36,805 1,40,38,792 Significant accounting policies 2


INCOME AND EXPENDITURE ACCOUNTFor the year ended 31st March, 2015

(All amounts in Rupees, unless otherwise stated)


Year ended31st March, 2014

INCOMEDonations received 8 24,68,45,000 10,23,00,000

TOTAL 24,68,45,000 10,23,00,000

EXPENSESDonations paid 9 21,11,33,753 9,59,91,622 Employee benefits expense 10 1,57,48,173 1,03,64,747 Other expenses 11 1,89,48,412 3,5,39,885

TOTAL EXPENSES 24,58,30,338 10,98,96,254

Excess/(shortfall) of income over expenditure 10,14,662 (75,96,254)Earnings per equity share 14

Basic and Diluted 101 (760)(Face value of Rs. 10 each)

Significant accounting policies 2The accompanying notes are an integral part of these financial statements



As per our report of even dateFor B S R & Co. LLPChartered AccountantsFirm Registration No. 101248W/W-100022Akeel MasterPartnerMembership No. 046768Mumbai : 6th May, 2015

For and on behalf of Board of Directors of Hindustan Unilever FoundationCIN: U93090MH2010NPL201468

Sanjiv Mehta P. B. BalajiDirector Director[DIN: 06699923] [DIN: 02762983]Mumbai : 6th May, 2015









A CASH FLOW FROM OPERATING ACTIVITIES:Excess of income over expenditure 10,14,662 (75,96,254)Adjustments for :

(Decrease)/increase in other current liabilities (20,16,649) 24,75,111 (Increase)/decrease in short term loans and advances (2,13,430) (2,500)

(22,30,079) 24,72,611 Net cash used in operating activities - [A] (12,15,417) (51,23,643)

B CASH FLOW FROM INVESTING ACTIVITIES:Net cash used in investing activities - [B] - -

C CASH FLOW FROM FINANCING ACTIVITIES:Net cash used in financing activities - [C] - -

Net increase in cash and cash equivalents - [A+B+C] (12,15,417) (51,23,643)

Cash and cash equivalents at the beginning of the period 1,40,36,292 1,91,59,935

Cash and cash equivalents at the end of the period 1,28,20,875 1,40,36,292

Cash and cash equivalents comprise of: Balances with banks In current account 1,28,20,875 1,40,36,292

1,28,20,875 1,40,36,292

NotesThe above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS-3), “Cash Flow Statements.





1) COMPANY INFORMATIONHindustan Unilever Foundation is established to pursue the main objects - viz., to promote and implement the Social Responsibility Agenda - to work in the area of social, economic and environmental issues such as women empowerment, water harvesting, health and hygiene awareness, conservation and management of environment and natural resources in India, and enable the less privileged segments of the society to improve their livelihood by enhancing their means and capabilities to meet the emerging opportunities.

The Company has been incorporated on 30th March, 2010 as a private company and has been granted a license under Section 25 of the erstwhile Companies Act, 1956 by Government of India, vide its letter No. Reg. Dir / 68/ S.25(1)/ STA/ 9/ 09/ 10764 dated 26th February, 2010. The Company is registered under Section 12AA of the Income Tax Act, 1961 vide Registration no. 43786 granted w.e.f. 1st April, 2010 vide letter dated 21st January, 2011. The Company is also registered for exemption under Section 80G of the Income Tax Act, 1961 vide Registration no. DIT(P)/MC/80G/1059/2011-12 letter dated 25th July, 2011 with effect from 8th February 2011.

2) SIGNIFICANT ACCOUNTING POLICIES2.1 Basis for preparation of accounts

These financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis. These Financials Statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.


2.2 DonationDonations are received and applied for objects as mentioned in Memorandum of Association of the Company. Donation receipts are accounted upon receipts of donations by the Company and Donation paid are accounted upon disbursement.

2.3 ExpensesAll expenses are accounted for on accrual basis and provision is made for all known losses and liabilities.

2.4 Earning per shareBasic earnings per share is calculated by dividing the net excess/(shortfall) for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

2.5 Employee benefitProvident Fund contributions are made to a Trust administered by the Holding Company, Hindustan Unilever Limited.




31st March, 2014Authorized5,00,000 (March 31, 2014 : 5,00,000) equity shares of Rs. 10 each 50,00,000 50,00,000

Issued, subscribed and fully paid up10,000 (March 31, 2014 : 10,000) equity shares of Rs.10 each fully paid 1,00,000 1,00,000

1,00,000 1,00,000


As at 31st March, 2015 As at 31st March, 2014Number of

shares Amount Number of shares Amount

Balance as at the beginning of the year 10,000 1,00,000 10,000 1,00,000 Add : Shares issued during the year - - - - Balance as at the end of the year 10,000 1,00,000 10,000 1,00,000




b) Rights, preferences and restrictions attached to shares The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. As the Company is a private company limited by shares formed under Section 25 of the Companies Act, 1956,now section 8 of the Companies Act,2013, no dividend is to be proposed and paid to the shareholders. In the event of winding up or dissolution of the Company, after the satisfaction of all its debts and liabilities, any property whatsoever shall be given or transferred to some other institution(s) having object similar to the objects of the Company, to be determined by the members of the Company at or before the time of dissolution or in default thereof by the High Court.

C) SHARES HELD BY HOLDING COMPANY AND SUBSIDIARY OF HOLDING COMPANY IN AGGREGATE



Equity shares of Rs.10 held by :7,600 (March 31, 2014 : 7,600) shares are held by Hindustan Unilever Limited, the holding company

76,000 76,000

2,400 (March 31, 2014 : 2,400) shares are held by Unilever India Exports Limited, subsidiary of holding company

24,000 24,000

D) DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% OF THE AGGREGATE SHARES IN THE COMPANY



Number of shares of Rs. 10 each held by:Hindustan Unilever Limited, the holding company 7,600 7,600 Percentage of holding 76 76Unilever India Exports Limited, subsidiary of the holding company 2,400 2,400 Percentage of holding 24 24



31st March, 2014Excess/(shortfall) in statement of income and expenditureBalance at the beginning of the year 1,00,45,123 1,76,41,377 Less : Excess/(shortfall) of income over expenditure for the year 10,14,662 (75,96,254)Balance at the end of the year 1,10,59,785 1,00,45,123

5) OTHER CURRENT LIABILITIES As at


31st March, 2014Employee benefit payable - 16,19,672 Statutory dues (including provident fund and tax deducted at source) 14,67,453 1,63,669 Other payables 4,09,567 21,10,328

18,77,020 38,93,669






31st March, 2014Balances with banks In current accounts 1,28,20,875 1,40,36,292

1,28,20,875 1,40,36,292




Advance recoverable in cash or in kind for value to be received-Others 2,15,930 2,500

2,15,930 2,500

8) DONATIONS RECEIVEDYear Ended

31st March, 2015Year Ended

31st March, 2014Hindustan Unilever Limited 21,11,00,000 10,23,00,000 Unilever India Exports Limited 3,34,51,000 - Aquagel Chemicles Private Limited (Merged with Lakme Lever Private Limited w.e.f. March 25,2015)

22,94,000 -

24,68,45,000 10,23,00,000

9) DONATIONS PAIDYear Ended


31st March, 2014Foundation for ecological society 5,08,21,000 2,78,00,000 Mysore resettlement and development agency 1,40,87,700 2,03,09,791 Society for promotion of eco friendly sustainable development 38,55,630 35,51,706 Development support centre 1,71,89,001 54,19,441 Aga khan rural support programme (india) 63,36,348 43,83,352 Dhruva 1,10,34,750 18,81,790 Maharashtra institute of technology transfer for rural areas (khamgaon) 58,50,000 27,03,500 Maharashtra institute of technology transfer for rural areas (nashik) 33,52,139 21,48,911 Solidaridad regional expertise centre 2,34,00,000 1,39,03,000 Watershed organisation trust (wotr) 83,86,028 51,52,900 Sanjeevani institute for empowerment and development 87,10,500 50,54,900 Parmarth samaj sevi sansthan 45,65,420 17,96,818 People's action for national integration 1,33,61,016 - Professional assistance for development action 17,19,800 - International finance corporation 62,60,000 - Samuha 2,28,26,031 - Baif institute for rural development 23,78,910 18,85,513 Parmarth samaj sevi sansthan- sumerpur 19,99,480 - Sahjeevan 50,00,000 -

21,11,33,753 9,59,91,622




10) EMPLOYEE BENEFIT EXPENSEYear Ended


31st March, 2014Salaries, wages and bonus 1,34,82,369 98,41,473 Contribution to provident fund 6,46,132 5,23,274

1,41,28,501 1,03,64,747

11) OTHER EXPENSESYear Ended


31st March, 2014Travelling expenses 40,12,422 8,04,133 Consultancy charges 4,46,958 6,11,696 Payment to auditors

Audit fee 1,41,885 1,12,360 Purchase services 1,26,28,776 18,25,009 Miscellaneous expenses 17,18,371 1,86,687

1,89,48,412 35,39,885

12) Related party Disclosure for the year ended March 31, 2015 as required under AS - 18 ‘Related Party Disclosure’

Enterprise where control exists Holding Company Hindustan Unilever Limited Ultimate Holding Company Unilever PLC

Fellow Subsidiaries Unilever India Exports Limited Aquagel Chemicles Private Limited (Merged with Lakme Lever Private Limited w.e.f. March 25,2015)

Key Managerial personnel Ravi Puranik, Chief Executive Officer

DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDING BALANCE AS ON MARCH 31, 2015

Name of the Party For the year ended

31st March, 2015 For the year ended

31st March, 2014Holding Company

Hindustan Unilever Limited (Donation received) 21,11,00,000 10,23,00,000 Fellow Subsidiaries

Unilever India Exports Limited (Donation received) 3,34,51,000 - Aquagel Chemicles Private Limited (Merged with Lakme Lever Private Limited w.e.f. March 25,2015) (Donation received) 22,94,000 -

Key Managerial PersonnelRemuneration 99,49,678 60,99,992




13) DEFINED BENEFIT PLANS Provident Fund assets are being controlled by separate independent Trusts for entire Hindustan Unilever Limited and its subsidiaries including Hindustan Unilever Foundation. These trusts maintain their assets at the group level and do not have assets identifiable specifically for Hindustan Unilever Foundation. Thus all the disclosures required by Accounting Standard 15 “Employee Benefits” have been made in Hindustan Unilever Limited’s Financial Statements.

The Guidance Note on Implementing AS 15, ‘Employee Benefits’ issued by the Accounting Standard Board (ASB) of the Institute of Chartered Accountants of India states that Provident Funds set up by employers that guarantee a specified rate of return and which require interest shortfall to be met by the employer would be defined benefit plans in accordance with the requirements of paragraph 26(b) of AS 15. Pursuant to the Guidance Note, the liability in respect of the shortfall of interest earnings of Fund is Nil, based on an acturial valuation done for entire Hindustan Unilever Limited and its subsidiaries including Hindustan Unilever Foundation.

During the year, the Company has recognised the following amounts in Income and Expenditure Account



- Employer's Contribution to Provident Fund 6,46,132 5,23,274

14) EARNINGS PER SHARE HAS BEEN CALCULATED AS UNDER For the year ended


31st March, 2014Excess/(shortfall) of income over expenditure (Rs.) 10,14,662 (75,96,254)Weighted average number of equity shares outstanding 10,000 10,000 Earnings per share (Rs.) - Basic and Diluted (face value of Rs. 10 Per share) 101 (760)

15) Previous year’s financial statements were audited by a firm of Chartered Accountants other than B S R & Co. LLP. The previous year’s figures have been regrouped wherever necessary to conform to this year’s classification.




Bhavishya Alliance Child Nutrition Initiatives178

DIRECTORS’ REPORT

Bhavishya Alliance Child Nutrition Initiatives


Sanjiv MehtaP. B. BalajiDev Bajpai

M/s. B S R & Co. LLP Unilever House B. D. Sawant MargChakala, Andheri (East)Mumbai - 400 099.


FINANCIAL RESULTS (Rs. in lakhs)



Total Income 334.95 -Less: Total Expenditure 288.17 0.11Excess/(Shortfall) of Income over Expenditure 46.78 (0.11)

OPERATIONAL REVIEWThe Company has been incorporated to promote and implement the Corporate Social Responsibility agenda and works in the area of social development issues.

During the year, the Company became a wholly owned subsidiary of Hindustan Unilever Limited (HUL) with effect from 12th March, 2015, consequent to acquisition of additional Equity Shares of your Company by HUL.

As a CSR initiative of HUL and under its guidance, your Company is working on the programme development, management and implementation of the project ‘ School of 5’ approach in Rural Bihar with external funding from the Children Investment Fund Foundation (Philanthropic arm of UK based hedge fund). The hand washing project aims to reduce diarrhea and pneumonia in children under the five years age of across rural schools in Bihar and has an aim to reach 9 million school children. The field implementor of the programme is Geometry Global, a division of Ogilvy & Mather Private Limited.

The progress of your Company on the project has been good and to date includes:• Training of 3 out of 5 phases of field promoters (300 team

members trained )• Phased rollout of school visits, commencing from February 2015.• Collateral procurement and recruitment of Ogilvy field staff.• Development of Geo tagging app, testing and going live.

REGISTERED OFFICEConsequent to the approval of the Board of Directors and the Members, the Registered Office of your Company has been shifted from Plot No, 131, J Lane, Near Sagar Vihar, Sector 8, Vashi, Navi Mumbai - 400 703 to Unilever House, B. D. Sawant Marg, Chakala, Andheri (E), Mumbai - 400 099, with effect from 14th April, 2015.

DIRECTORSThe Board of Directors had appointed Mr. Sanjiv Mehta, Mr. P. B. Balaji and Mr. Dev Bajpai, as Additional Directors of the Company with effect from 24th November, 2014. In accordance with the provisions of Section 161 of the Companies Act, 2013, they would hold office till the date of the forthcoming Annual General Meeting. Notice, along with the requisite deposit, has been received

from Hindustan Unilever Limited as a Member under Section 160 of the Companies Act, 2013 signifying its intention to propose the appointment of Mr. Sanjiv Mehta Mr. P. B. Balaji and Mr. Dev Bajpai as Directors of the Company at the forthcoming Annual General Meeting.

During the year, Mr. Kishor Chaukar, Ms. Renu Sud, Mr. Subrata Mukherji and Mr. Nitin Paranjpe resigned from the Board of Directors of your Company. The Board placed on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

BOARD MEETINGSThe Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board businesses. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions by circulation, as permitted by law, which is confirmed in the next Board meeting.


During the financial year ended 31st March, 2015, four Board meetings were held on 22nd May, 2014, 8th September, 2014, 24th November, 2014 and 12th March, 2015. The interval between any two meetings was well within the maximum allowed gap of 120 days.

RELATED PARTY TRANSACTIONSDuring the year, your Company received donations from related parties for the purpose of CSR activities and the same were appropriated accordingly.

RESPONSIBILITY STATEMENTThe Directors confirm that :i. in the preparation of the annual accounts, the applicable

accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are

Bhavishya Alliance Child Nutrition Initiatives 179Annual Report 2014-15

reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;




DEPOSITSThe Company has not accepted any fixed deposits from public under Chapter V of Companies Act, 2013 during the year.


PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSThere have been no loans, guarantees or investments made by your Company under Section 186 of the Companies Act, 2013 during the financial year 2014-15.




CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGOThe requirements of Section 134(3)(m) of the Companies Act, 2013, in so far as conservation of energy and technology absorption are concerned, are not applicable to the Company.

Details of foreign exchange earnings and outgo as per the Companies Act 2013, are given below.

(Rs. lakhs)

ParticularsFor the year ended


31st March, 2014I Earnings 334.95 -II Outgo - -

AUDITORSThe term of office of M/s. U. G. Meisheri & Co., as Statutory Auditors of the Company will expire with the conclusion of forthcoming Annual General Meeting of the Company.

The Board of Directors of the Company has, subject to approval of the Members, decided to change the Statutory Auditors. This change is consequent to your Company becoming a subsidiary of HUL and in recognition of regulatory changes under the Companies Act, 2013 as also in line with the change in Auditors in HUL. Accordingly, a Special Notice has been received from HUL in its capacity as a Member of the Company, proposing a resolution at the forthcoming Annual General Meeting for appointment of M/s B S R & Co. LLP as the Statutory Auditors of the Company in place of M/s. U. G. Meisheri & Co, being the retiring Auditor. Your Company has sent a copy of the said Special Notice to the retiring Statutory Auditors.

A resolution proposing the appointment of M/s. B S R & Co. LLP as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the notice.

The Board places on record its appreciation for the services rendered by M/s. U. G. Meisheri & Co as the Statutory Auditors of the Company.


ACKNOWLEDGEMENTThe Board wishes to place on record their appreciation to all concerned for the highest level of commitment and dedication to the Company.



P. B. BalajiDirector(DIN: 02762983)

Dev BajpaiDirector(DIN:00050516)



i) CIN : U93090MH2010NPL208544ii) Registration Date : 3rd October, 2010iii) Name of the Company : Bhavishya Alliance Child Nutrition Initiativesiv) Category : Private Limited Company

Sub-Category of the Company : Section 25 Company under Companies Act, 1956v) Address of the Registered office and contact details : Unilever House,

B. D. Sawant Marg, Chakala, Andheri (East), Mumbai – 400099Telephone No : 022 39832532 E - mail : [email protected]

vi) Whether listed Company : Novii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY The Company is a not–for–profit Company incorporated under Section 25 of the Companies Act, 1956.


Sl.No.





100 2(46)





% Changeduring



A. Promoters1. Indian – Bodies Corporates - 10,000 10,000 100 - 10,000 10,000 100 0.002. Foreign - - - - - - - - -Total shareholding of Promoter (A) - 10,000 10,000 100 - 10,000 10,000 100 0.00



- - - - - - - - -

Grand Total (A+B+C) - 10,000 10,000 100 - 10,000 10,000 100 0.00






SlNo.

Shareholder’sName



year

No. of Shares


Company




Company



1. ICICI Bank Limited 2,500 25.00 NIL 0 0.00 NIL -25.002. TATA Industries Limited 2,500 25.00 NIL 0 0.00 NIL -25.003. HDFC Limited 2,500 25.00 NIL 0 0.00 NIL -25.004. Hindustan Unilever

Limited2,500 25.00 NIL 9,994 99.94 NIL 74.94

5. Hindustan Unilever Limited j/w Sanjiv Mehta

0 0.00 NIL 1 0.01 NIL 0.01

6. Hindustan Unilever Limited j/wP. B. Balaji

0 0.00 NIL 1 0.01 NIL 0.01

7. Hindustan Unilever Limited j/wDev Bajpai

0 0.00 NIL 1 0.01 NIL 0.01

8. Hindustan Unilever Limited j/wPradeep Banerjee

0 0.00 NIL 1 0.01 NIL 0.01

9. Hindustan Unilever Limited j/wBP Biddappa

0 0.00 NIL 1 0.01 NIL 0.01

10. Hindustan Unilever Limited j/wPriya Nair

0 0.00 NIL 1 0.01 NIL 0.01

Total 10,000 100 NIL 10,000 100 NIL -


Sl.No.



No. of shares


No. of shares


1. ICICI Bank LimitedAt the beginning of the year


2,5002,500

0

25.0025.00

0.00

2,50000

25.00 0.00 0.00

2. TATA Bank LimitedAt the beginning of the year


2,5002,500

0

25.0025.00

0.00

2,50000

25.00 0.00 0.00

3. HDFC LimitedAt the beginning of the year


2,5002,500

0

25.0025.00

0.00

2,50000

25.00 0.00

0.004. Hindustan Unilever Limited

At the beginning of the yearPurchased on 12.03.2015Sold on 12.03.2015


2,5007,500

69,994

25.0075.00

0.0699.94

2,50010,000

9,9949,994

25.00100

0.0699.94

5. Hindustan Unilever Limited j/w Sanjiv MehtaAt the beginning of the year


011

0.000.010.01

011

0.000.010.01


Sl.No.



No. of shares


No. of shares




011

0.000.010.01

011

0.000.010.01



011

0.000.010.01

011

0.000.010.01

8. Hindustan Unilever Limited j/w Pradeep BanerjeeAt the beginning of the year


011

0.000.010.01

011

0.000.010.01

9. Hindustan Unilever Limited j/w BP BiddappaAt the beginning of the year


011

0.000.010.01

011

0.000.010.01

10. Hindustan Unilever Limited j/w Priya NairAt the beginning of the year


011

0.000.010.01

011

0.000.010.01


v) Shareholding of Directors and Key Managerial Personnel

Sl.No.

Name of Directorsand KMP

Shareholding at the beginning of the year


No. of shares


No. of shares


1. Hindustan Unilever Limited j/w Sanjiv MehtaAt the beginning of the year


011

0.000.010.01

011

0.000.010.01



011

0.000.010.01

011

0.000.010.01



011

0.000.010.01

011

0.000.010.01

V. INDEBTEDNESS The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2014–15.




P. B. Balaji Dev BajpaiMumbai : 6th May, 2015 Director

(DIN: 02762983) Director (DIN:00050516)


Report on the Financial StatementsWe have audited the accompanying financial statements of Bhavishya Alliance Children Nutrition Initiatives (“the Company”), which comprise the Balance Sheet as at 31 March 2015, the Statement of Income and Expenditure, and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors are responsible for the matters stated in sub section 5 of Section 134 of the Companies Act, 2013 (“the Act”) with respect to the preparation of these 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these 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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under sub section 10 of Section 143 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.


INDEPENDENT AUDITORS’ REPORTTo the Members of Bhavishya Alliance Child Nutrition Initiatives

Opinion

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

Report on Other Legal and Regulatory Requirements

This This report does not contain a statement on the matters specified in paragraphs 3 and 4 as required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’), issued by the Central Government of India in exercise of powers conferred by sub section 11 of section 143 of the Act as, in our opinion, and according to the information and explanations given to us, the Order is not applicable in case of the Company.

As required by sub section 3 of Section 143 of the Act, we report that:

• 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.

• 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.

• The Balance Sheet, the Statement of Income and Expenditure, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

• On the basis of the written representations received from the Directors as on 31 March 2015 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31 March 2015 from being appointed as a Director in terms of sub section 2 of Section 164 of the Act.

• 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:

• The Company does not have any pending litigations which would impact its financial statements;

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

• there were no amounts which were required to be transferred to the Investor Education and Protection fund by the Company.

For U G Meisheri & Co.Firm Registration Number: 301056EChartered Accountants

U G MeisheriPlace: Mumbai PartnerDate: 6th May, 2015 Membership Number: 016048





Share capital 3 1,00,000 1,00,000 Reserves and surplus 4 46,10,493 (67,747)

Current liabilitiesOther current liabilities 5 2,69,08,653 42,236

TOTAL 3,16,19,146 74,489


Cash and bank balances 6 2,56,58,119 49,489 Long-term loans and advances 7 - 25,000 Short-term loans and advances 8 59,61,027 -

TOTAL 3,16,19,146 74,489 Significant accounting policies 2


As per our report of even dateFor U.G. Meisheri & Co.Chartered AccountantsFirm Registration No. 101248W/W-100022U.G.MeisheriProprietorMembership No. : 016048Mumbai : 6th May, 2015

For and on behalf of Board of Directors of Bhavishya Alliance Child Nutrition InitiativesCIN : U93090MH2010NPL208544

Sanjiv Mehta P. B. BalajiDirector Director(DIN: 06699923) (DIN: 02762983)Mumbai : 6th May, 2015

INCOME AND EXPENDITURE ACCOUNTFor the year ended 31st March, 2015



Year ended31st March, 2014

INCOMEDonations received 9 3,34,95,988 -

TOTAL 3,34,95,988 -

EXPENSESProgramme expenses 10 2,87,95,276 - Other expenses 11 22,472 11,236

TOTAL EXPENSES 2,88,17,748 11,236

Excess/(shortfall) of income over expenditure 46,78,240 (11,236)Earnings per equity share 13

Basic and Diluted 468 (1)(Face value of Rs. 10 each)

Significant accounting policies 2The accompanying notes are an integral part of these financial statements.











A CASH FLOW FROM OPERATING ACTIVITIES:Excess of income over expenditure 46,78,240 (11,236)Adjustments for :

Increase/(decrease) in other current liabilities 2,68,66,417 11,236 (Increase)/decrease in short-term loans and advances (59,36,027) -

2,09,30,390 11,236 Net cash used in operating activities - [A] 2,56,08,630 -

B CASH FLOW FROM INVESTING ACTIVITIES:Net cash used in investing activities - [B] - -

C CASH FLOW FROM FINANCING ACTIVITIES:Net cash used in financing activities - [C] - -

Net Increase in cash and cash equivalents - [A+B+C] 2,56,08,630 -

Cash and cash equivalents at the beginning of the period 49,489 49,489

Cash and cash equivalents at the end of the period 2,56,58,119 49,489

Cash and cash equivalents comprise of: Balances with banks In current account 2,56,08,630 49,489

Demand Draft in Hand 49,489 2,56,58,119 49,489

Notes :The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in the Accounting Standard 3 (AS 3), “Cash Flow Statements.





1) COMPANY INFORMATIONBhavishya Alliance Child Nutrition Initiatives is established to pursue the main objects - inter alia, to promote, identify and strategize sets of proven, systematic, advance innovations and initiatives that are expected to bring down the current rate of child malnutrition in India; to carry on by themselves to carry on by themselves or in association with an other trust, organization, agency, resource centre, institution (whether governmental or non-governmental) projects or activities to benefit the children suffering from malnutrition.

Also, one of the objects incidental or ancillary to the attainment of the main objects is to cooperate and achieve common objects, goals with other institutions, organizations, companies , enterprises having objects that are the same as or are simlar to those of the Company.

The Company has been incorporated on 3rd October 2010 under Section 25 of the Companies Act, 1956 as a private limited company.

2) SIGNIFICANT ACCOUNTING POLICIES2.1 Basis for preparation of accounts

These financials statements have been prepared in accordance with the generally accepted accounting principles in India under historical cost convention on accrual basis.These Financials Statements have been prepared to comply in all material aspects with applicable accounting standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.


2.2 DonationDonations are received and applied for objects as mentioned in Memorandum of Association the Company. Donation receipts are accounted upon receipts of donations by the Company .

2.3 ExpensesAll expenses are accounted for on accrual basis and provision is made for all known losses and liabilities.

2.4 Earning per shareBasic earnings per share is calculated by dividing the net excess/(shortfall) for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

2.5 Cash and cash equivalentsWe have not provided provision for taxation since company has made application for exemption under Section 12AA to competent authority under Income Tax Act, 1961.




31st March, 2014Authorized10,000 (March 31, 2014:10,000 equity shares of Rs. 10 each ) 1,00,000 1,00,000

Issued, subscribed and fully paid up10,000 (March 31, 2014 : 10,000 equity shares of Rs. 10 each fully paid) 1,00,000 1,00,000

1,00,000 1,00,000


As at 31st March, 2015 As at 31st March, 2014Number of

shares Amount Number of shares Amount

Balance as at the beginning of the year 10,000 1,00,000 10,000 1,00,000 Add : Shares issued during the year - - - - Less: Reduction of share Capital - - - - Balance as at the end of the year 10,000 10,000 10,000 1,00,000




b) Rights, preferences and restrictions attached to shares The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. As the Company is a private company limited by shares formed under Section 25 of the Companies Act, 1956,now section 8 of the Companies Act,2013, no dividend is to be proposed and paid to the shareholders. In the event of winding up or dissolution of the Company, after the satisfaction of all its debts and liabilities, any property whatsoever shall be given or transferred to some other institution(s) having object similar to the objects of the Company, to be determined by the members of the Company at or before the time of dissolution or in default thereof by the High Court.

c) Shares held by the Holding Company and subsidiary of Holding Company in aggregate in the Company



Equity Shares of Rs. 10 held by :10,000 (31st March 2014 : 2,500 ) shares are held by 1,00,000 25,000 Hindustan Unilever Limited, the Holding company

d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate in the company



Number of shares 10,000 2,500 Hindustan unilever limited 100% 25%Number of shares - 2,500 ICICI Bank 0% 25%Number of shares - 2,500 Tata Industries Limited 0% 25%Number of shares - 2,500 HDFC Limited 0% 25%



31st March, 2014Excess/(shortfall) in statement of income and expenditureBalance at the beginning of the year (67,747) (56,511)Less : excess/(shortfall) of income over expenditure for the year 46,78,240 (11,236)Balance at the end of the year 46,10,493 (67,747)

5) OTHER CURRENT LIABILITIES As at


31st March, 2014Purchased service 2,68,33,316 - Statutory dues (tax deducted at source) 10,629 - Other payables 64,708 42,236

2,69,08,653 42,236






31st March, 2014Balances with banks

In current accounts 2,56,08,630 49,489 Demand draft in hand 49,489 -

2,56,58,119 49,489

7) LONG-TERM LOANS AND ADVANCES As at


31st March, 2014Amount receivable from subscriber to memorandum of association - ICICI Bank - 25,000

- 25,000




Other loans and advances:Amount receivable from subscriber to memorandum of association - HUL 25,000 - Advance to Ogilvy & Mather Private Limited 59,36,027 -

59,61,027 -

9) DONATIONS RECEIVEDYear Ended


31st March, 2014The Children’s Investment Fund Foundation (UK) 3,34,95,988 -

3,34,95,988 -

10) PROGRAMME EXPENSESYear Ended


31st March, 2014Project cost - conducted by geometry global

Agency fees 27,50,000 - Field labour 36,18,914 - Transportation & logistics 36,48,504 - Training 61,04,808 -

Project cost - others 1,26,73,050 - 2,87,95,276 -




11) OTHER EXPENSESYear Ended


31st March, 2014Payment to auditors

Audit fees 20,000 10,000 Service tax @ 12.36% 2,472 1,236

22,472 11,236

12) RELATED PARTY DISCLOSURE for the year ended March 31, 2015 as required under AS - 18 ‘Related Party Disclosure’

Enterprise where control exists Holding Company Hindustan Unilever LimitedUltimate Holding Company Unilever PLC

Disclosure of transactions between the Company and Related parties and the status of outstanding balance as on March 31, 2015



Balances as at year endReceivable from Hindustan Unilever Limited 25,000 -

13) EARNINGS PER SHARE HAS BEEN CALCULATED AS UNDER For the year ended


31st March, 2014Excess/(shortfall) of income over expenditure (Rs.) 46,78,240 (11,236)Weighted average number of equity shares outstanding 10,000 10,000 Earnings per share (Rs.) - Basic and Diluted (face value of Rs. 10 Per share) 468 (1)

14) The previous year’s figures have been regrouped wherever necessary to conform to this year’s classification.




Information as per Section 197190

HINDUSTAN UNILEVER LIMITED

ANNEXURE TO DIRECTORS’ REPORT Information as per Section 197 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the financial year ended 31st March, 2015

Remuneration Received

Name Age Qualification Date of Employment (mm/dd/yyyy)

Designation /Nature of duties

Gross (Rs.)

Net (Rs.)

Experience Last Employement - Name of the Employer

1 2 3 4 5 6 7 8 9

Aakriti Chandra 34 M.A. in Personnel Management & IR

7/1/2003 Head Reward - SA 11,939,707 7,942,793 12

Aanandita Datta 33 B.Sc. 2/4/2013 Senior Brand Manager 6,065,510 4,478,261 2 Whirlpool IndiaAasif Malbari 41 C.A. 7/1/1999 Category Finance Head

- Foods 15,360,396 10,331,658 15

Abhay Mathur 35 CA 11/22/2004 Sr Cat Finance Mgr-Laundry

10,436,316 7,499,865 10

Abhijit Borthakur 47 M.Sc (Physics) 11/11/1991 Head of Tea Procurement - Asia

12,289,625 8,126,615 23

Abhijit Kulkarni 37 B.E., M.B.A. 3/24/2008 BD Head SA Ice Creams 10,455,463 7,314,300 12 Castrol India Ltd* Abhijit Moharir 39 B.Sc. 4/12/2006 IT Head - Supplier

Management 7,027,774 4,980,174 11 Unilever, U.K

Abhinav Tyagi 35 PGDM (IIM-A) 5/5/2003 Global Brand Leader - Radiant

11,524,422 7,689,933 12

Abhiroop Chuckarbutty

36 ICSE, ISC , B.A (ECO) PGDBM

12/20/2004 General Mgr - Packaged Foods

15,717,583 10,578,509 13 Colgate Palmolive Ltd

Abhishek Thard 35 Post Graduate 9/11/2006 National Account Manager 10,584,012 7,471,724 8 CadburyAjay Lalvani 52 B.Com., ACA, LL.B. 3/15/1989 Head - Taxation 18,933,642 13,365,211 30 Mahindra Ugine

Steel* Ajay Tiwari 45 PG in Personnel

Management & IR, Dip in Training & Dev.

4/23/2008 HRBP - Supply Chain 2,567,525 2,033,893 21 Tata Motors

Ajay Vashi 59 B.Pharm 6/1/1996 Head of Global R&D Design Lakm

12,521,385 8,307,894 37 Lakme Lever Ltd.

Akhilesh Yadav 35 B.Tech. 7/1/2003 Head Planning & Technology

8,414,722 5,948,894 12

Alan D Cane 42 B.A. 9/25/1995 General Mgr - P2P Operations

29,321,529 19,161,249 19

* Alastair McKerrow 33 M.E. 8/1/2012 Global Brand Manager Water

2,021,375 1,560,009 11 Unilever, U.K.

* Alok Joshi 46 B.E. 6/13/1988 Vice President SC - PC 46,697,887 30,794,428 26* Ambarish

Bandyopadhyay40 Master of Business

Admin6/14/2004 National Customer Dev

Mgr 2,712,269 2,088,438 11 Aradhana Soft

Drinks (Pepsico)Amit Agarwal 40 B.E., PGDM. 7/7/2008 Head - Brand Development 12,786,032 8,742,440 14 Jet AirwaysAmit Agarwal 34 Chartered

accountant9/1/2006 Sr Cat Fin Mgr-Hair&Deo 6,969,197 5,176,047 8 Sterlite Industries

Amit Bhasin 34 L.L.B.C.S 9/3/2007 Dy. Company Secretary 6,692,157 4,689,960 7Amit Mitna 34 Masters in

Business Admin - Supply Chain Management

5/4/2009 POM - HPC SA 8,725,159 6,289,159 5

Amlan Mukherjee 48 B.Com. 1/17/1992 GM - OOH & Modern Foods

14,510,088 9,927,553 25 Methodex Infres Ltd

Amol Lovalekar 35 PGDIE 8/27/2012 Factory Manager 6,239,217 4,422,539 2 DHL EXEL SUPPLY CHAIN

Information as per Section 197 191Annual Report 2014-15







Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

Anand Deshpande 55 B.E. (Mech) 2/1/1982 UEnS Project Delivery Manager

7,863,906 5,493,116 36 New Std Engg.

Anand Tripathi 48 Post Graduate 10/3/2006 CHRM - Personal Care 6,592,669 4,668,433 8 House of PatelsAnandi Shankar 33 MMS (HR) 7/5/2004 HRBP - Supply Chain 11,193,420 7,450,487 11Ananthasubramanian Sivakumar

50 Ph.D. 9/15/2001 Head- Regulatory Affairs, SA

13,826,288 9,160,842 24 Nalco Chemical Company

Andre Pots 44 PHD 2/15/1999 Head Foods RDC South Asia

19,051,542 12,664,759 16 Unilever Netherlands B.V.

* Aneesh Chaudhry 39 B.E., M.B.A. 7/1/1999 Head Of Analytics 3,297,580 2,381,493 16 Nestle IndiaAniket Gandhi 39 M.S. (Chemical

Technology)12/1/1998 Head RDC HHC Asia 11,513,398 7,672,289 16

Anila Vinayak 42 M.B.A. 1/31/2011 CMI Head - Radiant and Water

9,976,129 7,212,409 4

* Anirban Mullick 36 B.E., M.B.A. 6/14/2007 PM - IP Operations SEAA 1,769,840 1,361,833 8 Reckitt BenckiserAnisha Pargal 57 Ph.D. 10/3/2000 Head, Clinicals 10,503,752 7,241,636 31 AstraZeneca

Pharma Co. LtdAnita Bhat - Zutshi 44 M.B.A, Grad CWA 1/10/2011 Vice President Finance 23,123,896 15,047,068 22 AstraZeneca

Pharma Co. LtdAnkhee Bhakoo 31 Post Graduate 10/9/2006 RBM, HHC, SA 9,499,793 6,628,538 8 Samsung India

Electronics PvtAnkit Jain 32 B.Tech. 7/4/2005 Head Planning &

Technology 10,631,404 7,462,573 9

Ankush Punj 34 M.B.A. 5/5/2003 HRBP - R&D 11,591,104 7,763,498 12Ankush Wadehra 33 Post Graduate

Diploma11/8/2011 Sr. Brand Manager,PW 6,519,105 4,611,038 3 Barclays Bank PLC

Anshul Asawa 44 B.E.(Mech),M.B.A. 5/2/1995 Cat VP Laundry South Asia 34,048,659 22,692,509 20Anthea Miranda 40 Post Graduate

Diploma12/3/2012 Service Delivery Manager,

Work 6,053,335 4,421,109 2 Matrix Integrated

Facilities &* Anupriya Singhal 31 Post Graduate

Diploma8/6/2012 Global Brand Manager

- Lux 1,084,176 860,521 2 Heinz India Pvt. Ltd.

Anurag Kumar 40 M.B.A., B.A. (Hons) 2/1/2001 Global Brand Leader Radiant

13,049,747 8,608,353 17 ICI India Ltd

* Apparao Meghna 36 M.B.A., FMS-Delhi 5/2/2001 GML-Water & Disruptive Innovat

12,283,132 8,195,738 14

Arumugam Muthaiah 52 B.Com. 12/1/1984 National Operation Manager

6,632,550 4,786,759 30

Arun Babbar 49 M.B.A. 4/7/1988 Factory Manager 6,561,797 4,677,464 27Arun Neelakantan 34 Post Graduate 5/1/2006 National Cust Marketing

Mgr 10,669,918 7,556,086 8

Arun Srinivas 42 PGDM (MARKETING)

8/1/2001 RCVP - Foods, SA 32,599,321 21,895,638 18 Reebok India Co.

* Arunkumar K 45 B.E. (Mech. Engg) 9/2/1992 Factory Manager 2,082,554 1,579,559 24Arya Saha 46 B.E. 3/25/2013 Factory Manager 6,023,309 4,299,277 2 "Hindustan Coca

ColaAsha Gopalakrishnan 40 C.A. 10/15/1996 Head - Supply Chain

Finance 12,240,464 8,114,778 22 Ponds (I) Ltd








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

Asha Kharga 41 MMS 2/11/2008 BD Head SA Beverages 13,411,978 8,965,116 7 Worldwide Media P Ltd

Ashish Goenka 36 M.B.A. C.A. 5/5/2003 Executive Assistant to the CEO

15,982,121 11,301,653 12

Ashish Gujarati 37 M.B.A. 10/20/2004 GM - Planning Excellence 12,525,747 8,384,773 10 Marico Industries Ltd.

Ashish Joshi 34 Post Graduate 10/10/2006 Logistics and Warehousing Head

9,905,441 7,360,790 8 Marico Ltd

Ashish Rai 38 B. E., M.B.A. 3/1/2006 General Manager 8,235,032 5,696,608 9 Colgate Palmolive (India) Ltd

Ashwath Swaminathan

33 Post Graduate 7/17/2006 Head, Beauty 9,695,700 6,813,724 9 TNS India Ltd

Aswath Venkataraman

32 Post Graduate 5/8/2006 Regional Brand Manager,DIG

9,475,476 6,824,975 8

* Atit Mehta 40 PGDBA 3/17/2008 Director Media Projects 7,922,558 5,592,244 17 Colgate Palmolive Indis Pvt Lt

Atul Mehta 32 Post Graduate 5/8/2006 Consumer Cluster Manager

9,898,577 7,024,159 8

Atul Sinha 36 B.A. (Eco), PGDM 5/6/2002 Category Head - Oral 8,890,833 6,290,362 13B Ramesh Babu 58 B.Com., PGDMM 5/10/1982 Consumer Cluster

Manager 7,510,907 5,281,564 33 Cadbury India Ltd

Badri Narayanan 38 PGDM (Mktg), B.Sc. (Comp Science)

7/24/2006 General Manager - Water 15,579,766 10,865,621 16 Infosys Technologies Ltd

* Bakshi H 51 B.Tech.(Chem),PGDM(IIMA)

6/10/1989 Executive Director - Home & Personal Care

90,236,657 59,416,097 28 Holiday Inn

* Balasubramanian Agoramurthy

41 B.Tech., M.Sc Chem. Engg

8/17/1998 General Manager Refreshments

3,372,614 2,930,026 17 Yield Engineer & Failure Analy. Cypress Semiconductors

* Biswas M 60 B.Sc., B.Tech (Chem Engg)

1/1/1982 Planning & Technology Manager

6,477,420 4,622,063 33

* Boby Joseph 42 Diploma 12/15/2014 Sr. Packaging Dev. Manager

2,437,574 1,863,223 0 PEPSICO INDIA

Boishakhi Banerjee 33 PGD – PMIR from XLRI Jamshedpur

5/5/2004 Deployment Lead HRIT Project

11,314,176 7,534,729 11

* Bokey Anupam 43 M.B.A. 11/22/2000 Global Brand Director Sunlight

17,250,908 14,368,822 20 Britannia Ind. Ltd.

BP Biddappa 48 BA (Hons) Eco, PGDM PM&IR

5/25/1992 Executive Director HR 58,571,120 38,032,987 25 A F Ferguson

C R Sundarrajan 57 B. Tech, M.S. Systems

7/15/1992 HD - Bus. Res. & Corp. Plng.

9,387,574 6,526,530 30 India Mark Research Bureau

Caroline Hamans 34 Master in Accounting & Controlling

3/1/2010 Sr. Finance Manager - Water

11,448,315 7,694,753 2 Unilever Benelux

Chandrasekaran Singaravelu

41 B.E. 6/20/1996 Factory Manager 6,563,323 4,585,167 18








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

* Chatterjee Anjan 51 B.E.,M.Tech. 8/26/1992 Category SC Director HC 12,139,766 8,382,063 28 Eicher Goodearth Ltd.

Colleen Rose 50 Bachelor of Computer Science

1/19/1987 VP Information Security 28,941,231 19,065,553 28

D Sivakumar 54 B.Com., 10/4/1983 Regional Sales & Customer Mgr

7,213,660 5,155,087 32

Damith Abeyratne 34 B.E. 2/1/2006 Logistics Manager (Market)

7,116,150 5,074,552 2 Unilever Sri Lanka (pvt) Ltd

David Fisher 43 B.E. (Mech) 4/22/1996 Project Delivery Manager 10,125,385 7,057,106 19 NA* David Osamba 50 B.Sc (Hons) 10/1/1989 Director ES Operations 8,505,613 (1,832,773) 26 Unilever Singapore

Debasish Dutta 55 M.Com. 9/1/1984 Sr Cluster Fin Mgr-East 6,955,748 4,905,323 30Deepak Saksena 54 B.Pharm 9/14/2009 Head - Partnership 10,631,465 7,349,907 32 Academy for

Educational DeveloDeepika Bhan 34 Post Graduate 10/3/2005 Head - Hand & Body 11,186,389 7,464,031 9 Pepsico India

Holding (Frito LDevopam Bajpai 49 B. Com, LLB, FCS 5/18/2010 Executive Director - Legal

& Corporate Affairs and Company Secretary

38,885,009 25,231,942 27 ICICI Ventures Funds Management Company Limited

Dhanraj Chokappa 54 Ph.D. 4/16/1990 ESG & Ops Leader Bangalore

13,324,411 8,746,228 26 Cornell Univ

Dheeraj Arora 38 M.E., Sales & Marketing

4/12/2004 General Manager 14,002,888 9,224,669 13 Britannia Industries Ltd.

Dhruba Basu 38 Post Graduate 5/22/2006 PM - 3PM SA 6,951,164 4,863,313 9 Tata Cummins, Pepsico, J & J

* Dinesh Bhat 48 ICSE, ISC,BA (ECO.),M.B.A.

9/29/2010 GM - HU Network 2,489,020 1,914,930 20 Barclays

Dinesh Thapar 40 B.COM (HONS), F.C.A, A.I.C.W.A

9/28/1998 GM - IR, M&A and Treasury

14,816,000 9,929,311 16 Unilever US

Dushyanth Jayanty 31 M.B.A. 5/2/2005 Marketing Manager- FAL 9,107,153 6,513,096 9* Eliziane Dorneles

Siqueira28 Other 8/1/2013 Manager 2,818,071 2,101,675 1

Erwin Johan 38 B.E. 9/4/2000 UEnS Engineering Program Manag

15,223,069 10,074,003 15 Unilever Asia Private Limited Singapore

Farida Anki 39 BTEC Higher National Diploma

6/1/2001 Service Control & Compliance

10,017,687 6,976,569 14

* Federico Pasquini 38 M.E. 11/18/2002 TPL, DiG Core Liquids & Pixar

12,283,337 8,101,976 2 Unilever Italy Holdings

* G Kumaran 47 B.E. 6/5/2006 Procurement Director 3PM 8,102,738 6,184,050 25 ETA General Pvt. Ltd* G Rajashekhar 48 Bachelor - Other 4/1/1993 Senior Product

Development Mgr 6,958,135 4,964,826 22 Kwality Ice Creams

Pvt Ltd, India Witech Food Industries Ltd

G Sitalakshmanan 33 M. Com, FCA 8/21/2006 Sr Finance Mgr-M&A 9,079,498 6,331,144 9 ICI India LtdGanapathy Kariappa 39 Post Graduate

Diploma1/18/2010 Procurement Operations

Manager 6,470,206 4,694,920 5 Bombay Burmah

Trading CorpoGary Gabbini 59 MBA 12/19/2008 Audit Transition Manager 12,547,087 8,161,136 1 Unilever UKCR








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

Gaurav Bhatnagar 34 M.B.A. 5/2/2005 National Cust Marketing Mgr

11,457,363 8,188,715 10

Gaurav Datta 35 M.B.A. 5/1/2003 BD Head, Hair, South Asia 10,569,656 7,308,602 12Gaurav Jeet Singh 43 M.B.A 5/5/2008 Head Media Services 9,911,480 7,109,888 7 Unique Transport

HyderabadGaurav Mediratta 38 B.Sc. 9/3/2001 Senior Legal Counsel 8,398,521 5,888,033 14Geeta Royyuru 31 M.B.A. 5/3/2007 HR Manager - CD 7,981,486 5,722,745 7Geetika Mehta 34 M.B.A. 5/5/2003 Category Head, Foods 13,123,588 8,728,117 12Geetu Gidwani Verma 49 B.Com , M.B.A. 11/2/2011 Executive Director - Foods 35,719,614 24,026,372 27 Pepsico India

HoldingsGerard Irudayaraj 48 M.B.A. (Finance) 3/31/1993 GM-Customer Service 12,040,569 7,973,958 28 BPL SystemsGirish Jambekar 34 Advanced Diploma

in Water Quality Management

7/1/2005 IP Cluster Manager South Asia

8,414,802 6,143,985 9

GP Singh 48 B.E. 2/5/1990 Factory Manager 6,661,402 4,650,641 25Gurpreet Kohli 39 B.Tech (Chem

Engg)7/1/1997 Gbl Program Leader

Powders 13,275,060 8,806,990 18

Hardev Singh 51 M.B.A. 9/12/1992 Factory Manager 7,161,113 5,044,781 22Hariram Govind 39 A.C.A. 2/22/2007 Factory Manager 10,940,233 7,602,151 8 Choice Trading

CorporationHarmand Dhillon 35 M.B.A., B.Com

(Hons)8/28/2006 Global BD Tresemme 12,095,459 8,006,311 12 Tanishq, Titan

Industries LtdHemal Jain 31 I.C.A.E.W.

Accounting11/2/2005 Sr Finance Mgr-Customer

Mrktng 6,486,085 4,539,119 9

Hemant Badri 37 B.E, PGDIE (NITIE), CPIM, CSCP

8/16/2010 Factory Manager 10,424,322 7,244,544 15 Kirloskar Oil Engines Pvt Ltd

Herjit Bhalla 38 PGPM (MBA), B.com (Hons)

6/1/2000 General Manager 15,040,793 9,895,581 15 International Bestfoods Ltd.

Himanshu Kanwar 34 Post Graduate 5/10/2006 Senior Brand Manager 6,008,317 4,271,921 8 ITCInderpreet Singh 32 M.B.A. 5/5/2003 Head - Brand Development 11,662,724 7,790,263 12Indrajit Ghose 35 C.A. 8/23/2010 Sr.Manager - Indirect

Taxation 7,215,233 5,229,122 4 Pricewaterhousecoopers

indiaIshtpreet Singh 31 M.B.A. 5/3/2007 Marketing Manager, Wheel 7,771,249 5,592,827 7Ismail Ahmad 39 M.E. 6/1/2012 Manufacturing Technology

Mgr 13,136,619 8,773,296 15 Unilever Indonesia

Jagadish P 49 B.Tech. 7/16/1991 Factory Manager 10,178,380 7,408,664 24* Jayabalan Sreekanth 38 B.Tech, PGDBM 4/23/2002 Service Activation Director 10,475,900 7,208,013 15 Infosys Technologies

Ltd* Jayendra Gupta 32 B.Tech 5/21/2012 Factory Manager 3,106,591 2,231,205 3 ITC Limited* Jeet Vijan 36 M.B.A. 5/2/2005 GBM - FHB 1,903,896 1,447,703 9

Jerry Jose 43 M.A. 5/2/1997 GM Leadership Development - SA

13,423,602 8,968,489 18

* Jose Luis Suarez 61 B.E. (Mech) 12/11/1995 UEnS Engineering Program Manag

4,484,662 3,248,639 31 Zarpac Inc

Jyoti Samajpati 33 Post Graduate 4/2/2007 Sr. Brand Manager, Lakme 8,505,188 6,024,686 8 Marico Ltd








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

K Adarsh 36 M.B.A. 2/23/2004 General Manager 14,671,659 9,677,905 14 Standard Chartered Bank

K Ganesh 54 B.Com.(Hons),ACA 11/1/1990 GM - Corporate Real Estate

17,738,538 11,572,088 30 Capital Trust Ltd

K Gokulan 52 M.Sc Chemistry, M Inst Pkg, IOP, UK

1/1/1987 Head - Supply Chain 7,536,887 5,249,202 28

K Ramesh 47 B.E., PGDM (IIM A) 11/15/1999 Procurement Head - SA 24,705,051 16,519,172 15 Marico Ind Ltd.K Shivaramakrishnan 40 B.E. (Hons),

PGDBM8/1/2000 GM - Beverages 12,591,763 8,505,111 15 Pepsico India

Holdings Ltd* Kabir Ahmed Shakir 44 AISSCE, AISSE

,B.COM ,M.B.A.7/5/1993 VP Finance 7,878,629 5,553,681 26 Lipton India Ltd

* Kalwit Rajan 52 Diploma 5/2/1989 Regional Sales Manager 4,805,894 972,924 25 Wardha Dist. Co-op. Spg.Mill

Kanika Kalra 34 Post Graduate 3/24/2008 Global Brand Leader - FAL 11,850,406 8,023,593 7 Pepsico* Kannan Ganesan 36 I.C.M.A. 12/2/2002 Head - Global CSC 4,167,293 2,906,225 12

Kavita Jain 42 M.B.A., B.E. 3/1/2007 Factory Manager 9,959,612 6,921,415 16 Johnson & Johnson Medical

Kedar Lele 40 PGDM & M.B.A. 4/5/2004 Vice President, Modern Trade

19,866,807 13,366,436 17 Monster.com

Kishor Katoch 57 PGDM (Production) 3/8/1982 Factory Manager 7,343,663 5,101,263 33* Krishna Goenka 35 B.Com, C.A , C.S 10/1/2002 Procurement Mgr

Surfactants 1,197,988 1,012,850 13

Krishnan G 45 Post Graduate Diploma

5/2/1992 Head - Consumer Cluster 11,534,082 7,751,065 23

Krishnan Sundaram 37 M.B.A. FMS Delhi 5/2/2000 VP-Marketing Ops,HPC & Foods,S

18,329,216 12,014,825 15

Krishnendu Dasgupta

38 M.B.A. 5/5/2004 Mktg HD. Brand UL & Consumer S

6,979,630 5,103,976 10

* Kumar Shaishav 38 Post Graduate 10/9/2006 Consumer Cluster Manager

3,640,856 2,692,386 8 Pepsico India Holdings P. Ltd.

Kunal Sharma 35 PGDM (HR) 4/23/2007 HRBP - Corporate Functions

11,402,875 7,651,507 11 ICICI Prudential

Kushala Shetty 46 M.Com. 6/22/1992 Sr Finance Manager CSD 6,285,444 4,398,612 22KVS Murthy 42 M.Sc. 1/14/1998 Sr.Product Development

Mgr 6,793,321 4,765,937 17

Lakshmi Krishnan 37 Masters in Social Work

4/1/2011 HRD Asia Supply Chain 7,249,037 5,093,219 4

Madalasa Srivastava 41 M.E. 8/3/1998 Sr. Operations Manager 6,277,971 4,435,507 16* Madhawa Prabhath

Abhayara 46 B.Sc, (Mech Engg) 10/1/1995 Planning Manager Global

Oral S 1,443,894 1,157,884 19 Unilever Sri Lanka

Ltd.Madhurjya Banerjee 32 M.B.A. 5/3/2007 Sr.GBM,SkinCleansing,

Lifebuoy 8,045,023 5,742,430 8

* Manan Gupta 35 B.E. (IIT D), PGDM (IIM A)

5/2/2005 BB Director PC & Foods Maghreb

6,839,322 4,902,860 10

Manish Gangopadhyay

45 M.E. 4/1/1996 Senior R&D Manager 6,443,287 4,493,968 19








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

* Manjeet Sahu 43 Post Graduate 8/16/2005 Proc Tech Manager 2,645,772 1,999,963 9 Dabur, DelhiMazher Topiwala 48 B.Tech (Chem) 8/1/1991 Bar Processing Technology

Mgr 9,857,865 6,820,826 24 Bombay Dyeing &

Mfg Co. Ltd.Meena Rajan 43 B.E. (Chem Engg),

M.S. (Textile & Polimer Science)

2/3/1997 Head of Global R&D Design Clos

10,666,791 7,567,332 20 Reliance Industries Ltd.

Meeta Singh 44 B.SC, Microbiology, PCSB - Sustainable Buisness

2/3/2003 General Manager Sustainability

12,521,124 9,329,323 22 MTV India

* Michael Boeker 47 Master of Science 1/1/1994 UEnS Design Head- Foods & Refr

6,856,130 4,550,095 21 Unilever Germany

* Michel Leijnse 45 M.A., B.B.A. 10/1/1998 Global Brand Leader, Water&Inn

4,430,514 2,957,802 17 Unilever Central Asia

* Michiel Steenbergen 29 other 8/1/2009 Manager 8,150,322 5,665,503 5* Mistry N D 57 B.Tech.(Chem) 7/2/1981 Head- Technical Mgmt,

HPC, SA 12,595,121 5,088,988 34 Pond's India Ltd

Mitash K 32 Diploma 11/2/2009 Consumer Cluster Manager

8,538,345 6,054,667 5 Cadbury India Ltd

* Mizanur Rashid 44 M.B.A. 2/1/2015 General Manager 6,383,794 4,397,421 0 British American Tobbaco, BGD

* Mohit Dhanjal 41 Post Graduate 12/5/2005 Retail Manager NAMET and SEAA

4,613,982 3,350,204 9

Mohit Sud 37 B.E. (Mech), M.B.A. 5/5/2004 Consumer Cluster Head 10,500,804 7,435,459 11* Mojgan Naeeni 48 Ph.D. 6/1/2013 Senior Data Science

Manager 4,517,611 3,233,487 2 Unilever R & D Port

Sunlight UKMukesh Gupta 33 Chartered

Accountant, certified Internal Auditor

12/20/2006 Senior Finance Manager-Exports

7,039,847 5,112,338 11 Hindustan Petroleum Corp

Mukesh Pawar 33 M.B.A. 5/2/2005 Cluster PC Head 8,791,561 6,183,794 9Muthusamy Sakthivel 56 Graduate and

(MDC-IIMB)8/8/1986 Regional Sales &

Customer Mgr 7,094,476 4,972,765 29 Siva Mechanical

Welding Struct* Nafees Anwar 33 B.B.A. 6/1/2012 Regional Sales Manager-

Dhk Out 1,628,609 1,284,398 9 Unilever

BangladeshNagesh Telang 53 M.Com., C.A. (Inter) 1/5/1987 PM - Logistics SA 7,552,056 5,249,812 28Naveen Nerlaje 37 Post Graduate 4/21/2006 HR Manager - F&R 6,809,636 4,946,142 8 Nestle India Ltd

* Neeraj Gupta 46 Ph.D. 1/5/1998 VP R&D HOME CARE ASIA 37,472,689 24,581,717 17Nilendu Sarkar 43 B.E.(Mech) ,

PGCBM7/4/1992 VP SC Deos Group SC PC 26,957,786 17,601,733 22

* Nilushi Jayatileke 36 Bachelor of Science

3/1/2004 Marketing Manager 5,465,768 3,881,647 11 Uniliver Ceylon Ltd

Nimeshika Guruswamy

32 B.Com., A.C.A. 11/22/2004 Sr Finance Manager - MT 10,597,657 7,337,970 10

Nippun Aneja 36 B.E. (Chem Engg), PGDM (IIM C)

9/10/2004 Head - Deos 11,455,104 7,856,428 12 ITC Ltd








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

Nishant Sinha 40 B.Tech, PGDM 12/10/2003 National Bus Mgr-Inst.Business

10,882,814 7,584,912 16 SAIL, Asian Paints India Ltd

Nishith Agarwal 36 Post Graduate 12/11/2006 Head Customer Service MT

7,671,801 5,338,816 8 J & J

* Nitish Bhalotia 34 M.B.A. (IB) 5/5/2004 Global Brand Deveopment Manager

7,583,237 5,401,083 11

P C Sreekumar 58 B.Com. 7/1/1980 POM - IP 7,563,305 5,384,392 34* Padda Amrita 40 AISSE, Dip. In Hotel

Management, B.Com, PGDPM

5/2/2000 HRD Procurement 13,242,302 8,843,031 15

* Panchabhai M R 51 Graduate 11/21/1991 Head Planning & Technology

2,415,012 1,876,302 29 NECL

Parnil Sarin 32 Post Graduate 5/8/2006 Marketing Manager Hair 9,469,277 6,629,867 8Pavanjit Bedi 37 M.B.A., B.Arch. 5/5/2003 Global Brand Leader -

Lifebuoy 12,036,963 8,031,823 12

Pawan Chaturvedi 36 C.A. 2/18/2008 Venturing Manager - Asia 11,501,376 8,223,290 7 Nokai India Pvt. Ltd.* Pawan Kumar

Marella37 Bachelor of

Technology5/5/2003 Brand Building Head

Ethiopia 6,074,894 4,377,492 12

* P. B. Balaji 45 M.B.A. 5/1/1993 Executive Director- Finance & IT and Chief Financial Officer

63,173,027 41,315,349 21

* Pitchaya Madary 44 B.S.M.E. 1/1/2012 UEnS Project Delivery Director

2,129,333 1,635,400 22 Unilever Thai Services Ltd.

Prabha Narasimhan 42 PGDBM (IIMB) 8/1/2007 VP PC Cluster 19,800,079 13,195,148 17 Madura GarmentsPradeep Banerjee 56 B.E. 3/1/1980 Executive Director - Supply

Chain 50,731,932 32,787,158 35

Pragya Sharma 34 PGDBM 9/20/2004 Marketing Manager- Coffee

11,983,091 8,009,127 12 Perfetti Van Melle (I) Pvt.Ltd

Prasad Pradhan 51 M.B.A. 1/4/1993 HD, Corp. Comm. 18,682,753 12,307,857 29 Hindustan Petroleum

Prashant Jain 32 Post Graduate 5/8/2006 GBM Pure and Gentle 9,902,467 7,214,112 8Prashant Kurani 43 PG in Packagig

Technology 12/19/2006 Packaging Development

Manager 7,261,760 5,299,773 8

Prashanthi K 32 C.A. 11/22/2004 Sr Cat Finance Mgr-Skin Care

6,462,853 4,596,780 10

Priya Nair 43 B.Com, M.B.A (Mktg)

8/1/1995 Executive Director & VP - HC

27,782,545 18,015,728 21 Indica

Priyadharshana Ekanayake

44 ACMA, CGMA 2/1/1992 Sr Finance Manager - Projects

14,794,669 9,790,834 23 Unilever Asia Private Limited

Priyanka Singh 31 B.A. 7/5/2004 GBM sunsilk 6,002,594 4,218,181 10Puja Chandna 40 M.B.A. 3/16/2009 Regional CMI Manager 6,365,770 4,454,411 6Punit Misra 44 B.E (Hons.) (Elec),

PGDBA 9/2/1996 Executive Director - Sales

&Customer Development 31,091,445 20,112,296 21 The Tata Iron and

Steel company, Tata Administrative Servs.








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

Purnima Lamba 39 M.Sc (Management)

2/25/2002 Head Innovation - Lakme 16,263,617 10,714,975 18 Consultant-Sangam Direct, Hindustan Lever Limited

R John George 58 B.E., M.Tech. 3/31/1983 Factory Manager 14,014,598 9,309,552 36 Indian Telephone Industries

R Rammohan 43 LLB 8/1/2005 Corp. Communications Mgr.

7,168,558 4,995,941 9 Dr Reddy's Laboratories

Rahul Awasthi 41 B.E. 9/23/1997 Factory Manager 8,139,206 5,706,429 17Rahul Jain 40 B.Com. 8/26/1997 Consumer Cluster

Manager 8,369,366 5,974,702 17

* Rahul Rajabhau Ubgade

47 M.E. 8/1/1994 IT Dir CD Route to Market CoE

4,741,789 3,196,127 21 Unilever Singapore

* Raisinghani Gaurav 35 ICSE, ISC, B.C.S, PGDCM

5/6/2002 GBD Director-MB Axe 7,542,990 5,370,582 14

* Rajan Raghavachari 45 Ph.D. 10/1/1997 Discover Category Leader 5,432,399 3,934,718 17 Rec, TrichyRajarshi Saikia 35 M.B.A 5/5/2004 Consumer Cluster Head 10,137,842 7,206,852 11Rajeev Batra 57 M.B.A. (Marketing

Management), Advanced Diploma in Management Research (Enterprise Management)

12/1/2010 GM - Corp. Affrs.Delhi 15,412,404 10,142,054 33 Asian Paints

Rajendra Misra 47 ICSE, ISC, LLB, PGDPL

4/18/2011 Sr Legal Counsel 13,238,389 8,737,036 24 ITC Ltd

Rajesh Razdan 50 B.E. 8/5/1986 Proc Mgr,Capex-Glb Contr Autom

9,710,063 6,802,555 28

Rajesh Sethuraman 42 PGDM 6/25/2001 Regl Br Leader DiG Everyman SA

19,711,216 13,046,652 19 Heinz India Limited

Ramaiah Muthusubramanian

44 Masters Diploma in Packaging Technology

4/1/1993 Leader Packaging HC/Laundry

12,387,287 8,256,864 22 Ranbaxy

Ramesh Nair 41 M.B.A. 1/3/2011 Product Development Mgr, Skin

6,115,841 4,451,023 4 Colgate Palmolive

Ravimohan H V 53 M.B.B.S. 12/1/2007 Specialist - Med&Occ Health-S

6,300,255 4,400,847 7

Riteesh Padhi 37 Diploma 8/22/2005 PM - Chem. AAR 6,397,369 4,673,885 9 TCSRitesh Tiwari 39 B.COM, Grad. CMA

and ACA11/29/1999 Group Controller 17,706,307 11,950,262 15 Price Waterhouse

Rohit Bhasin 39 B.E IN COMPUTER ENGG. , M.B.A.

5/4/1998 GBVP FAIR & LOVELY 17,429,793 11,708,387 17

* Rohit Shankar 29 M.B.A. 7/3/2007 Senior Brand Manager 1,130,348 977,672 7* Roy van Heesen 50 M.E. 12/1/2011 SC Technology Manager 5,412,487 3,902,351 18 Unilever R & D,

VlaardingenRuhul Khan 41 Bachelor of

Theology9/1/1996 Factory Manager 3P 18,292,215 12,178,398 2








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

* Rupesh Kumar Agarwal

44 B.Tech (Chem Engg), PGDBM

5/12/2003 PD - Capex 6,257,218 6,257,218 22 Asian Paints limited

* Rustagi Anuj Kumar 40 B.Tech (Chem), M.B.A.

7/1/1996 Director Premium Health 14,147,644 9,711,533 18

S Srinandan 39 MBA,IIM-CALCUTTA

5/3/1999 Vice President -Brand Building

24,308,717 15,807,715 17 Ril

Sagun Verma 35 M.B.A. (Mktg & Fin) B.A. (Hons - Economics)

7/1/2003 Category Head - HHC 10,960,054 7,342,386 12

Sakshi Handa 32 M.A. 6/20/2007 HR Manager - HC 9,699,908 6,772,199 7 Hewitt Associates* Samardeep Subandh 41 PGDM 5/3/1999 Vice President, Modern

Trade 6,098,848 4,493,226 18 Thermac Ltd

Sami Ashraf 34 B.B.A. 3/21/2004 PC Cluster Manager 11,110,570 7,474,023 11 American Express Bank

Samir Nagpal 45 Master - Other Science

4/18/2011 UEnS Design Head 38,608,626 25,359,113 3 WorleyParsons China

* Samir Singh 41 M.B.A. 5/2/1997 Executive Director & VP - PC

60,643,233 39,766,706 17

Sandeep Tanwani 40 PGDBM (Marketing & Finance), B.E

5/5/2003 Regl Br Leader DiG Everyman SA

12,560,020 8,504,827 17 Relianc Industries Ltd

Sandeep Verma 41 PGDM, B.E. (Mech.Engg)

5/2/2000 Category Head HHC, South Asia

12,892,378 8,993,996 18 Hindalco Co. India Ltd.

Sandur Subramanyam

53 M.B.A. 9/5/1991 Factory Manager - 3P 6,047,001 4,271,353 23 Eskayef Ltd B'Lore

Sangeetha Rajalakshmi

39 PGDP MIR, B.A 5/3/2007 GM HR - Customer Development

15,446,911 10,338,474 16 HSBC Ltd

Sanjay Agarwal 35 C.A. 5/14/2008 Head - FS Service Delivery 6,822,417 5,269,254 6Sanjay Harlalka 50 B.Tech.(Mech) 1/2/1991 Head SHE - South Asia 16,304,411 10,756,517 29 Bharat ElectronicsSanjiv Chatterji 50 B.Com.(Hons) 7/15/1988 Cluster Quality Head 14,150,887 9,776,625 26 G.T.C Ltd. /

PolyproductsSanjiv Mehta 54 B.Com, A.C.A. 10/10/2013 Chief Executive Officer and

Managing Director141,723,105 92,125,613 31 Unilever Gulf FZE

Sanmukha Guniti 35 M.B.A. 5/21/2007 Factory Manager 3P 7,505,800 5,316,292 8Sapan Sharma 41 PGDBM

MARKETING2/20/1998 GM Business Dev, OOH

GBL Mkts 12,440,337 8,248,756 15 Dabur India Limited

* Sara Consiglio 30 Masters - Marketing and sales

11/1/2013 R&D Assistant Manager 3,051,785 2,236,526 6 Unilever Italy

* Sarvamangala Venkataraman

60 M.SC (BOT), Ph.D.(BOT) , Indian Patent Agent

7/1/1983 Head of Patent Group, India

17,137,481 11,332,747 31

Satish Goel 50 Ph.D. , MBA 12/15/1993 Head of R&D PC Deploy South As

15,684,721 10,321,238 29 University Of Pittsburgh

Satyendu Krishna 40 M.B.A. 3/22/2004 Consumer Cluster Manager

7,792,438 5,496,986 16 Gujarat Co-op.Milk Mktng. Fed.

* Saurin Shah 41 MMS (Marketing) 2/4/2008 CMI Manager - HC, SA (LG/HHC)

2,434,075 1,754,902 16 GFK, MEA, Egypt








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

* Sebastiaan Mijwaard 27 Bachelors Degree in Business Economics

7/1/2011 Project Manager Rubiks 5,789,644 4,062,834 4 Unilever Nederland Services BV

Shailendra Singh 32 Other 5/8/2006 National Account Manager 9,287,396 6,767,114 8Shalini Raghavan 36 B.A. (Eco), PGDM

(Mktg)7/21/2003 Head - Dove Markets 10,292,006 7,153,074 14 Britannia Industries

Ltd.Shantiswarup Panda 36 Post Graduate 5/2/2005 Sr Customer Marketing

Manager 6,694,451 4,997,919 9 Infosys Technologies

LtdSharon Pereira 53 Masters in Media 7/15/2002 Head of Reg Adv Prod

Asia-Amet 13,243,459 8,777,871 27 Enterprise Nexus

Shashwat Sharma 34 M.B.A. 5/2/2005 Category Head - Oral 11,431,673 7,679,916 10Shaweta Pandey 43 B.Pharm, M.A.

(Personnel Mgmt & Indl)

7/9/2001 GM HR - Water Business 12,681,864 8,737,880 19 Eily Lilly Ranbaxy Limited

Shivam Puri 36 B.Tech, M.B.A. 10/12/2004 General Manager - Water 12,704,153 9,494,310 12 ITC Ltd.Shruti Bharadwaj 34 M.A PMIR 6/2/2008 HR Manager - PC 10,363,645 7,265,713 10 Hewitt AssociatesShruti Thakar 34 Post Graduate 6/23/2008 Learning & Talent

Manager, Ind 9,544,862 6,663,258 6

Shubhra Kalra 33 Eco (honours), MBA 9/1/2006 Global Brand Leader Water

10,876,327 7,691,651 11 Godrej Consumer Products

Siddharth Agrawal 38 ICSE, HSC, B.Com. MMS

2/2/2006 Head - PMDU & Marketing Ops

11,242,661 7,579,164 14 Perfetti Van Mille (India) Pvt

* Singh Rudratej 42 PGDBM 10/15/1999 VP-Marketing Ops,HPC & Foods,S

15,068,195 9,956,401 21 Dabur India Ltd.

* Sinkar V P 60 B.Sc., M.Sc., MS, Ph.D.

11/15/1989 Vice President - R&D 22,999,689 15,396,732 30 Nddb

* Sirohi Vivek 45 B.Tech 11/15/1996 VP R&D HC 18,266,781 12,180,617 23 Mazzindia Ltd, Delhi* Sishir V S 46 Bachelor of

Science9/1/1990 Regional Sales Manager 4,321,783 718,027 24 Cadbury India Ltd

Skand Saksena 46 Ph.D. Chem Engg., B.Tech

5/15/1997 General Manager - R&D 13,715,988 9,410,232 25 Genentech, Inc

Smita Bhosale 51 B.Sc, MMS 11/19/2003 Regional CMI Head - BB, SA

13,805,536 9,104,481 28 TNS Mode

Sonal Jain 35 M.B.A 6/16/2008 HRBP – Unilever Engineering

9,936,136 7,031,818 6

Sridhar J 50 PG in Plastics Packaging, lifelong education progr, Michigan State University (USA)

12/20/1993 Sr. Packaging Manager 6,834,553 4,740,242 21 Lakme Ltd, Cosmo Films

* Sridhar R 50 B.Com, ACA,ACS,AICWA

5/21/1989 Executive Director- Finance & IT and Chief Financial Officer

74,860,106 49,320,558 29 Larsen & Toubro

Srikanth Batni 48 B.E., PGDBA 10/8/2009 GM-Global CD & Service 8,172,818 5,845,401 24 Godrej & Boyce* Sriram Iyer 41 B.E. (Computers) 7/1/2007 IT Head CD Prog Big Bets 2,274,521 1,751,721 19 Unilever Gulf, Atos

Origin





Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

* Sriram Venkataraman

40 M.B.A. 9/2/1996 GM- Finance, Sales & CD 18,337,742 12,063,899 18

Srirup Mitra 33 B.A. (Hons - Economics )

7/1/2003 General Manager, Hair 14,212,665 9,449,503 12

* Steven Gray 60 PGDBMS 2/19/1979 Head - MDM Operations 8,867,664 6,164,702 36Subhra Gourisaria 34 C.A. 11/26/2007 Sr Competitor Intelligence

Mgr 6,658,509 4,681,135 7

Sudhir Sitapati 39 PGDM (IIM A) 7/1/1999 VP Refreshment South Asia

20,804,489 13,550,435 16

Sudip Gupta 54 M.B.B.S. D.I.H. 10/1/1986 Head–M&OH–HUL(N&E),UBL,ULNepal

9,466,831 6,517,873 29 Calcutta National Medical

Sugam Kumar 34 B.SC Engineering 9/3/2007 Factory Manager 10,184,651 7,088,581 7Suhas Dantes 57 B. com, BGL, CS

and ICWA11/27/1978 SC PC Program Manager

Lifebuoy 7,184,618 5,042,193 36

Sujit Bawa 35 PGDBM 7/28/2005 General Manager 11,818,806 8,324,827 10 Hindustan Coca Cola Beverages

Suman Hegde 36 B.COM, ACA, PGDM

7/1/2003 Head - Home Care Finance 12,745,349 8,606,944 12

Sumeet Verma 35 PGDBM, BA (Eng Lit.)

6/12/2007 Performance and Insights Head

21,413,595 14,567,015 11

Sumit Mathur 36 MBA, B Tech. 5/5/2003 GM, S&CD, Ice creams 11,179,581 7,747,512 12Sumit Sen 53 PGD - Social Work

(Labour)5/2/1991 GM HR - Employee

Relations 12,662,157 8,359,942 28 Jute Divison of

M/S.H.Development Corp. Ltd

Sundar Mahajan 39 B.E. 12/24/1997 Factory Manager 8,180,649 5,736,773 17Sunil Ghaskadvi 42 M.B.A. 11/10/2006 PM - Packaging 6,528,461 4,591,861 8Supesh Jain 44 B.E., PGDM

(operations Management)

12/1/2003 RDC Lead Laundry SA, Rad & Daz

12,178,180 8,073,594 19 Glaxo SmithKline CH

Supriya Dang 38 B.COM, M.M.S. 3/6/2006 Head CTI - Laundry 10,637,138 7,587,896 16 Synovate IndiaSurendran Subramanien

38 Bachelors in Chemical Eng (Hons), Masters in Business Leadership

6/1/2003 Head, Group SC (Laundry) 23,044,602 15,158,096 14 Unilever South Africa

* Surendran Vikram 49 PGDBM(Mktg) 12/6/2002 GM-Global CD & Service 14,773,583 10,190,207 26 Eureka Forbes Limited

Sushma Sharma 37 Post Graduate 7/10/2006 Regional CMI Manager 9,015,489 6,250,033 13 ICICI Prudential Life Insuranc

Suyash Chauhan 38 M.B.A., PGDM, PGDBA

4/22/2003 General Mgr-Customer Marketing

20,409,202 13,473,395 12 Swasti Paridhanam

Swapnil Joshi 31 M.B.A. 5/3/2007 SP Mgr PG 8,085,767 5,772,146 7Swapnil Kumar 38 PGDM ( IIM

Lucknow)5/5/2003 Head, CD Operations 11,067,080 7,604,517 12 Tata Consultancy

ServicesSwarnim Bharadwaj 30 M.B.A. 5/3/2007 Global Brand Manager,

Lifebuoy 7,735,633 5,441,416 7











Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

T Rajgopal 60 M.D.,DPH,DIH,DNB(H.A.), Hon. FFOM (London).

8/28/1989 VP Global Med & Occup Hlth

36,840,565 23,624,439 38 Ahmedabad Elec Co

* TG Ramakrishnan 60 B.COM 12/1/1977 Sr.Manager - Indirect Taxation

1,939,356 1,588,322 40

Tharayathu George 38 B.COM 7/14/2004 General Manager - PW 13,283,895 8,777,887 14 Marico Industries Ltd.

* Tiwary Manish 45 B.E.,PGDBM 5/2/1995 Executive Director - Sales &Customer Development

44,594,624 30,045,835 20

* Udayan Dutt 39 M.B.A. 8/28/2006 GM HR - Marketing 10,763,206 7,800,940 8 Hewitt AssociatesUdit Dugar 37 Post Graduate 4/16/2007 Head RTM-S.

Asia,TUR,RUB,CDIT 12,534,468 8,382,414 13 Infosys Consulting

V Hariharan 47 B.Com, AICWA, CMA

11/18/1991 Head-Control Assur & Fin Prog

11,473,370 7,646,094 26 Hotel Shrilekha Inter Continental Ltd

Vaidehi Ketkar 43 BDS 11/1/1999 Global Professional Marketing

6,229,430 4,363,918 15 Hindustan Lever Ltd

Vaidyanathan Mudiyanur

52 Master's Degree - Other

11/18/1991 Grp SHE Ops Mgr-Occup Safety

7,980,741 5,747,733 23 Tata Oil Mills Co.

Vamsi Manthena 33 M.E. 6/26/2006 Gbl Prog Ldr Laundry Powders

8,791,143 6,176,441 8 Dr. Reddy's Labs

Vandana Suri 37 Post Graduate 7/25/2011 Category Head Premium Laundry

6,628,328 4,638,392 3 PepsiCo

Veena More 47 Other 7/14/2006 Technical Project Leader,Water

6,585,036 5,263,084 8 Faber-Castell India, Ltd

Venkataraghavan Rajanarayana

44 Ph.D. 1/2/2002 Sr. Research Scientist 10,276,390 7,132,344 13 RIKEN, Japan

Venkatesan Natarajan

47 B.Tech (Chem Engg)

6/3/1996 Head, Global Specifications HC

10,182,486 7,274,369 24 Herdillia Chemicals Ltd

* Venkatesh Ramanathan

40 M.B.A. 2/1/2000 G M - Brand Development 3,845,274 2,788,870 15 SAP LABS India Ltd

Vibhav Sanzgiri 45 M.Sc., Ph.D. 9/1/1997 Head of Global R&D Design Hygi

14,225,684 9,362,156 18

Vidya Venkatram 32 CA 11/22/2004 Project Lead-GST 10,345,612 7,165,861 10Vijay Menon 42 M.S. (Chem Engg) 5/12/1997 Head Planning and

Technology 10,856,487 7,662,518 19 Finolex Industries L

* Vijay Nehra 40 B.Sc. M.B.A., PGDM

3/10/2008 General Manager 5,076,639 3,787,865 19 V Customer Services Manager

Vijay Sachdeva 59 Ph.D. 10/6/1992 PM - Supplier Development

7,547,756 5,286,661 22 Harrisons Malayalam

Vikas Bansal 39 M.B.A., B.Sc 6/12/2006 HRBP - Supply Chain 16,563,508 11,017,110 15 Dr. Reddy's LabsVikas Sabharwal 45 B.E. (Mech) 1/4/1993 Project Delivery Head - SA 15,164,032 9,990,954 22 VIP Industrial

Nashik








Gross (Rs.)

Net (Rs.)


1 2 3 4 5 6 7 8 9

Vikram Sridharan 33 M.B.A. 5/2/2005 Head of IT - South Asia 7,333,442 5,123,547 9Vikramjeet Singh 36 B. Tech , PGDBM 7/1/2002 GBL Dove Bar Liquids 12,481,708 8,574,774 13Vipul Chaturvedi 36 Post Graduate 1/24/2006 National Cust Marketing

Mgr 9,775,228 7,110,300 9 Wockhardt

Vipul Mathur 36 B.Tech (Mech.) 5/5/2003 Category Head 12,557,326 8,319,476 12Vishwanath V 30 M.B.A. 5/3/2007 Marketing Manager

Popular Soap 7,809,524 5,642,537 7

Vivek Singh 37 B.Tech. 7/1/1999 ManEx Head - South Asia 18,800,482 12,666,421 15Vivek Subramanian 40 B.Com, ACA,

AICWA, ACS11/3/1997 GM - Finance, Foods 18,418,316 12,118,266 17

Vivekanand Sistla 44 B.Tech, M. S. 7/24/1995 Refreshment R&D Lead SA/Africa

12,706,073 8,388,828 20 University of Tennessee, USA

* WAGNER LIMA 50 B.Sc. 5/13/1985 General Manager - AM 18,910,724 11,754,732 2 Unilever BrazilWaseem Jamadar 43 Post Graduate 6/16/1997 Audit Manager 9,116,319 6,376,562 17Yashodhara Pawar 49 Ph.D. 2/1/2000 Sr. Process Dvpment Eng

Mgr. 6,453,779 4,507,735 15 International paper

Yogesh Mishra 48 B.Tech. 2/7/1990 GM Home Care 14,862,198 9,889,510 28 Atul RefineryYuri Jain 52 B.Tech.(Chem),

PGDM(IIMA)5/2/1986 Vice President - Water 41,360,356 26,800,886 29 Unilever PLC UK

* employed for only part of the year



- Nature of employment is contractual for employees

- Other terms and conditions as per Company’s Rules

- None of these employees is related to any Director of the Company.

- None of the employees is covered under Rule 5(3)(viii) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of Section 197 of the Companies Act, 2013

Produced by Hindustan Unilever Limited.Creative Consultants: AICL Communications Limited ([email protected]) | Printed at Burda Druck India Pvt. Ltd.

FOR FURTHER INFORMATION ON OUR ECONOMIC, ENVIRONMENTAL AND SOCIAL PERFORMANCE, PLEASE VISIT OUR WEBSITE:

WWW.HUL.CO.IN

HINDUSTAN UNILEVER LIMITEDRegistered Office:Unilever House,B. D. Sawant Marg, Chakala,Andheri (East),Mumbai - 400 099

CIN : L15140MH1933PLC002030

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