MAKING

SUSTAINABLE
LIVING
ANNUAL REPORT 2014-15
COMMONPLACE SUBSIDIARY COMPANIES
CONTENTS
01 Unilever India Exports Limited
36 Unilever Nepal Limited
57 Lakme Lever Private Limited
88 Pond’s Exports Limited
116 Daverashola Estates Private Limited
126 Jamnagar Properties Private Limited
136 Levers Associated Trust Limited
146 Levindra Trust Limited
156 Hindlever Trust Limited
166 Hindustan Unilever Foundation
178 Bhavishya Alliance Child Nutrition Initiatives
190 Information as per Section 197
Unilever India Exports Limited
DIRECTORS’ REPORT
DIRECTORS AUDITORS
Pradeep Banerjee - Director M/s. B S R & Co. LLP
Geetu Verma - Director
Girish Anantharaman - Director
V. Kannan - Independent Director
Nikhilesh Panchal - Independent Director
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)
Revenue from operations, net of excise
Profit before exceptional items and tax
Profit for the year
Dividend (including tax on distributed profits)
Transfer to General Reserve
Profit and Loss Account balance carried forward
OPERATIONAL REVIEW
Your 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.
DIVIDEND
During 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
Annual Report 2014-15
REGISTERED OFFICE
Unilever House
B. D. Sawant Marg
Chakala, Andheri (East)
Mumbai - 400 099.
For the year ended For the year ended
31st March, 2015 31st March, 2014
93,246.16 1,03,046.14
14,773.83 21,196.05
9,904.23 15,184.79
(7,019.57) (5,849.75)
– (1,518.48)
25,401.04 22,516.38
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.
DIRECTORS
Ms. 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 Limited 1
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 MEETINGS
The 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 BOARD
In 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 COMMITTEE
In 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;
2 Unilever India Exports Limited
• 
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 COMMITTEE
In 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 CRITERIA
The 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 COMMITTEE
In 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.
Annual Report 2014-15
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 TRANSACTIONS
All 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 STATEMENT
The 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.
PERSONNEL
Disclosures 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 POLICY
The 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.
Unilever India Exports Limited 3
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
INVESTMENTS
The details relating to Loans, Guarantees and Investments are
provided in the Notes to Financial Statements.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
ANNUAL RETURN EXTRACT
Extract 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 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.
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 AUDIT
Your 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.
AUDITORS
M/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 HARASSMENT
As 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.
4 Unilever India Exports Limited
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO
The 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 energy
Your 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 Absorption
The 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 ACKNOWLEDGEMENTS
Act 2013, are given below. The Directors take this opportunity to thank all the stakeholders for
(Rs. in lakhs) their support and co-operation.

For the year ended For the year ended On behalf of the Board
31st March, 2015 31st March, 2014
I Earnings 91,622.01 99,333.68 Pradeep Banerjee Girish Anantharaman
II Outgo 16,530.67 16,204.45 Director Director
Date : 29th April, 2015 (DIN : 02985965) (DIN: 06968479)
SAFETY, HEALTH, ENVIRONMENT AND QUALITY
The 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.

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 16,725.43
4. Prescribed CSR Expenditure 334.51
5. Details of CSR spent during the financial year 2014-15
a) Total amount to be spent for the financial year : 334.51
b) Total amount spent for the financial year :
(2% of the Average Net Profit) 334.51
c) Amount unspent, if any : Nil Nil
d) Manner in which the amount was spent during the financial year is detailed below.

Sr. CSR project Sector in Projects / Programs Amount Amount spent on Cumulative Amount spent:
No. which the Coverage outlay the project/programs expenditure Direct / through
Project is (budget) upto to 31st implementing agency
covered Direct March, 2015
Overheads
expenditure
1. Water Note 1 PAN India 334.51 221.34 113.17 334.51 Implementing Agencies
Conservation (DHRUVA, BAIF Institute for
Rural Development, MITTRA,
TOTAL 334.51 221.34 113.17 334.51 PARMARTH and SAHJEEVAN)
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.

Annual Report 2014-15 Unilever India Exports Limited 5

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.

On behalf of the Board

V. Kannan Pradeep Banerjee

Chairman, CSR Committee Director
Mumbai, 29th April, 2015 (DIN : 07031155) (DIN : 02985965)

Annexure to the Directors’ Report

Extract of Annual Return

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]
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 – 400099
Telephone No : 022 39832532
E - mail : comsec.hul@unilever.com
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. Name and Description of NIC Code of the % to total turnover
No. main products Product of the Company
1. Cosmetics 20237 37
2. Tea 10791 26
3. Soaps 20231 21

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares held Applicable
No. Subsidiary/ Section
Associate
1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding 99.99 2(46)
Unilever House B. D. Sawant Marg, Company
Chakala, Andheri (East)
Mumbai - 400 099.

6 Unilever India Exports Limited

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding

Category of No. of Shares held at the No. of Shares held at % Change

Shareholders beginning of the year the end of the year during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
1. Indian
– Bodies Corporates - 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.00
2. Foreign - - - - - - - - -
Total shareholding - 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.00
of Promoter
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

Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year %
No. Name change in
No. of % of Shares % of Shares No. of %of total % of Shares
Shareholding
Shares total Shares pledged / Shares Shares of the pledged /
during the
of the encumbered Company encumbered
year
Company to total to total
shares shares
1 Hindustan Unilever 29,74,994 99.99 NIL 29,74,994 99.99 NIL 0.00
Limited
2 Levers Associated 1 0.00 NIL 1 0.00 NIL 0.00
Trust Limited
3. Ajay Lalvani j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
4. BP Biddappa j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
5. Ritesh Tiwari j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
6. Dev Bajpai j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
7. R. Sridhar j/w 1 0.00 NIL 0 0.00 NIL 0.00
Hindustan Unilever
Limited
8. Hindustan Unilever 0 0.00 NIL 1 0.00 NIL 0.00
Limited j/w
P. B. Balaji
Total 29,75,000 100 NIL 29,75,000 100 NIL 0.00

Annual Report 2014-15 Unilever India Exports Limited 7

 iii) Change in Promoters’ Shareholding

Sl. Name of Shareholders Shareholding at the beginning Cumulative Shareholding

No. of the year during the year
No. of % of total shares No. of % of total shares
shares of the company shares of the company
1. R. Sridhar j/w Hindustan Unilever Limited
At the beginning of the year 1 0.00 1 0.00
Sold on 11.08.2014 1 0.00 0 0.00
At the End of the year 0 0.00 0 0.00
2. Hindustan Unilever 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 0.00
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 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. Particulars of Remuneration Mr. Girish Anantharaman,
No. Whole-time Director
1. Gross salary
a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 116.61
b. Value of perquisites u/s 17(2) Income-tax Act, 1961. 57.53
c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961. -
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 Anantharaman

Mumbai : 29th April, 2015 Director Director
[DIN: 02985965] [DIN: 06968479]

8 Unilever India Exports Limited

Annexure to the Directors’ Report

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)
(Rs. Crores)

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

Hindustan Unilever Limited Holding Company Sale of Fixed Assets 0.05
Sale of Raw materials, Semi-finished & Finished goods 13.26
Sale of DEPB and other licences 16.73
Rent Received 0.12
Purchase of raw materials, semi-finished and finished goods 296.19
Expenses 13.71
Unilever Asia Private Limited Fellow Subsidiary Sale of Semi-finished & Finished goods 146.85
Unilever Gulf Free Zone Fellow Subsidiary Sale of Semi-finished & Finished goods 164.43
Establishment
* A
 ll 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.
On behalf of the Board

Pradeep Banerjee Girish Anantharaman

Mumbai : 29th April, 2015 Director Director
[DIN: 02985965] [DIN: 06968479]

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 received

Age Qualification Date of employment Designation / Gross (Rs.) Net (Rs.) Experience Last
Nature of duties employment
Girish Anantharaman* 44 PGDBM 29.08.2011 General Manager, 1,74,13,364 1,15,25,485 18 Bhabha
(Manufacturing Foods & Atomic
& Supply Refreshments Research
Chain) Centre
Manish Bajoria** 33 Associate 25.09.2006 Senior Commercial 25,58,971 19,30,945 9 Tata Steel
Chartered Manager, Exports
Accountant

Annual Report 2014-15 Unilever India Exports Limited 9

 Name Remuneration received
Age Qualification Date of employment Designation / Gross (Rs.) Net (Rs.) Experience Last
Nature of duties employment
Rajneesh Verma 46 B. Com 19.11.1990 Business 66,15,936 48,29,435 24 -
Development Head
- UI
* 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
On behalf of the Board
Pradeep Banerjee Girish Anantharaman
Mumbai : 29th April, 2015 Director Director
[DIN: 02985965] [DIN: 06968479]

Annexure to the Directors’ Report

Secretarial Audit Report

Form No. MR-3

To,
The Members,
Unilever India Exports Limited
CIN :U51900MH1963PLC012667
Unilever 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

10 Unilever India Exports Limited

 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.
Annual Report 2014-15
(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: -
• T
 he 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.
• A
 dequate 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.
• M
 ajority 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;
• a
 s 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 Ananthasubramanian
FCS No.4206
C P No. 1774
Thane 29th April, 2015
Unilever India Exports Limited 11
INDEPENDENT AUDITORS’ REPORT
To the Members of Unilever India Exports Limited
Report on the Financial Statements
We 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 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.
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.
12 Unilever India Exports 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 31 March 2015, and its profit and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 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. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Akeel Master
Partner
Mumbai : 29th April 2015 Membership No: 046768
Annexure to the Independent Auditors’ Report - 31 March 2015
With 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
Annual Report 2014-15
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. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Akeel Master
Partner
Mumbai : 29th April 2015 Membership No: 046768
Unilever India Exports Limited 13
Annexure to the Independent Auditors’ Report - 31 March 2015
Annexure I

Name of the statute Nature of dues Amount Period to which the Forum where the dispute is pending
(Rs. in lakhs) amount relates
Excise duty Excise duty Including 10.54 2004-2005 Commissioner Appeal
Interest and penalty, if
applicable
Excise duty Excise duty Including 30.07 2007-2008 High Court
Interest and penalty, if
applicable
Custom Duty Custom Duty, Including 698.19 2005-2013 Commissioner appeal.
Interest and penalty, if
applicable
Custom Duty Custom Duty, Including 99.31 2007-2008 Deputy Commissioner appeal.
Interest and penalty, if
applicable
Custom Duty Custom Duty, Including 381 2011-2012 Supreme Court
Interest and penalty, if
applicable
Custom Duty Custom Duty, Including 28 2004 Tribunal
Interest and penalty, if
applicable
Income Tax Income tax , Including 1.3 2001-2002 Commissioner appeal.
Interest and penalty, if
applicable
Sales Tax Sales Tax, Including 76.54 2001-2008 Commissioner appeal.
Interest and penalty, if any.

14 Unilever India Exports Limited

BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 3 297.50 297.50
Reserves and surplus 4 37,831.87 35,034.07
Non-current liabilities
Other long-term liabilities 5 74.00 111.00
Long-term provisions 6 3,208.42 5,329.58
Current liabilities
Trade 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 assets
Fixed 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

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No. 101248W/W - 100022
Chartered Accountants

Akeel Master Girish Anantharaman Pradeep Banerjee

Partner Director Director
Membership No. 046768 [DIN: 06968479] [DIN: 02985965]
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

Annual Report 2014-15 Unilever India Exports Limited 15

STATEMENT OF PROFIT AND LOSS
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Note Year ended Year ended

31st March, 2015 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
27 205.77 (487.06)
(including stock-in-trade) and work-in-progress
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.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No. 101248W/W - 100022
Chartered Accountants

Akeel Master Girish Anantharaman Pradeep Banerjee

Partner Director Director
Membership No. 046768 [DIN: 06968479] [DIN: 02985965]
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

16 Unilever India Exports Limited

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Year ended Year ended

31st March, 2015 31st March, 2014
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

Annual Report 2014-15 Unilever India Exports Limited 17

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Year ended Year ended

31st March, 2015 31st March, 2014
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.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No. 101248W/W - 100022
Chartered Accountants

Akeel Master Girish Anantharaman Pradeep Banerjee

Partner Director Director
Membership No. 046768 [DIN: 06968479] [DIN: 02985965]
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

18 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

1 COMPANY INFORMATION 2.6 Tangible assets

Unilever 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.
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
2 SIGNIFICANT ACCOUNTING POLICIES and are held for disposal are stated at the lower of their net book
2.1. Basis for preparation of accounts value and net realisable value and are shown separately in the
These financials statements have been prepared in accordance with financial statements under ”Other current assets”. Any expected
the generally accepted accounting principles in India under historical loss is recognised immediately in the Statement of Profit and Loss.
cost convention on accrual basis. These financials statements have Tangible assets not ready for the intended use on the date of Balance
been prepared to comply in all material aspects with applicable Sheet are disclosed as “Capital work-in-progress”.
accounting standards notified under Section 133 of the Companies
Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. Losses arising from the retirement of, and gains or losses
arising from disposal of tangible assets which are carried
All assets and liabilities have been classified as current or non- at cost are recognised in the Statement of Profit and Loss.
current as per the criteria set out in Schedule III of the Companies
Act, 2013. The Company has ascertained its operating cycle as 12 Depreciation is provided on a pro-rata basis as per the useful life
months for the purpose of current – non current classification of esimates prescribed under Schedule II to the Companies Act,
assets and liabilities. 2013, except for certain class of assets. Summary of the useful life
estimates for all class of assets is given below -
2.2 Use of estimates
The preparation of the financial statements in conformity with
the generally accepted accounting principles requires that the Asset Class Details
management makes estimates and assumptions that affect the Freehold Land Not depreciable
reported amounts of assets and liabilities, disclosure of contingent Building Depreciated as per useful life estimate
liabilities as at the date of the financial statements, and the reported ranging from 30 to 60 years, aligned to
amounts of revenue and expenses during the reported period. Actual Schedule II
results could differ from those estimates.
Plant & Depreciated over 2 to 21 years based on
2.3 Revenue recognition Equipments the technical evaluation of useful life done
Sale of goods by the Company
Export sales are recognised on the date of Bill of Lading or other Office Equipments Depreciated as per useful life estimate not
relevant documents, in accordance with the terms and conditions exceeding 5 years, aligned to Schedule II
of the sales. Domestic sales are recognised when all the significant
risks and rewards of ownership in the goods are transferred to Furniture & Depreciated as per useful life estimate
the buyer as per the terms of the contract, the Company retains Fixtures ranging from 5 to 10 years, aligned to
no effective control of the goods transferred to a degree usually Schedule II
associated with ownership and no significant uncertainty exists Computers Depreciated as per useful life estimate not
regarding the amount of the consideration that will be derived from exceeding 3 years, aligned to Schedule II
the sale of goods. Sales are recognised net of trade discounts,
rebates, sales taxes and excise duties on goods manufactured.
2.7 Impairment of assets
Income from services rendered is recognised based on agreements/ Assessment for impairment is done at each Balance Sheet date as to
arrangements with the customers as the service is performed whether there is any indication that an asset (tangible are intangible)
using the proportionate completion method, when no significant may be impaired. For the purpose of assessing impairment, the
uncertainty exists regarding the amount of the consideration that smallest identifiable group of assets that generates cash inflows from
will be derived from rendering the service and is recognised net of continuing use that are largely independent of the cash inflows from
service tax, as applicable. other assets or groups of assets is considered as a cash generating
unit. If any such indication exists, an estimate of the recoverable
Other operating revenue are inclusive of exports incentives such as amount of the individual asset/cash generating unit is made. Assets
duty drawbacks and are recognised on an accrual basis. whose carrying value exceeds their recoverable amount are written
down to the recoverable amount by recognising the impairment loss
2.4 Other income as an expense in the Statement of Profit and Loss. Recoverable
Dividend income on investments is recognised for when the right to amount is higher of an asset’s or cash generating unit’s net selling
receive the dividend is established. price and its value in use. Value in use is the present value of
Interest on investments is recognised on a time proportionate basis estimated future cash flows expected to arise from the continuing
taking into account the amounts invested and the rate of interest. use of an asset and from its disposal at the end of its useful life.

2.5 Expenditure Assessment is also done at each Balance Sheet date as to whether
Expenses are accounted on accrual basis. there is any indication that an impairment loss recognised for an asset in
prior accounting periods may no longer exist or may have decreased.

Annual Report 2014-15 Unilever India Exports Limited 19

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

2.8 Investments employee pension scheme etc. are charged as an expense based
Investments are classified into current and non-current investments. on the amount of contribution required to be made as and when
Investments that are readily realisable and are intended to be held for services are rendered by the employees. Company’s provident
not more than one year from the date on which such investments are fund contribution, in respect of certain employees, is made to a
made, are classified as “Current investments”. All other investments government administered fund and charged as an expense to the
are classified as “Non-current investments”. Current investments are Statement of Profit and Loss.   The above benefits are classified
stated at the lower of cost and fair value. Non-current investments as Defined Contribution Schemes as the company has no further
are stated at cost. A provision for diminution is made to recognise a defined obligations beyond the monthly contributions.
decline, other than temporary, in the value of non-current investments.
Investment in land and building that are not intended to be occupied Defined benefit plans
substantially for use by, or in the operations of the company, have In respect of certain employees, provident fund contributions are
been classified as investment property. Investment properties are made to a trust administered by the company. The interest rate
carried at cost less accumulated depreciation and accumulated payable to the members of the trust shall not be lower than the
impairment losses, if any. Depreciation on the building component of statutory rate of interest declared by the Central Government under
the investment property is provided in line with the policy on tangible the Employees Provident Funds and Miscellaneous Provisions Act,
assets. 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
2.9 Inventories is determined on the basis of an actuarial valuation. The Company
Inventories are valued at the lower of cost and net realisable value. also provides for retirement / post-retirement benefits in the form
Cost is computed on a weighted average basis. The net realisable of gratuity, compensated absences and medical The Company’s
value is the estimated selling price in the normal course of business liability towards such defined benefit plans is determined based
considering obsolescence, estimated costs necessary to make the on valuations, as at the balance sheet date, made by independent
sale and other anticipated losses, wherever considered necessary. actuaries using the projected unit credit method. Actuarial gains and
Finished goods and work-in-progress include all costs of purchases, losses in respect of the defined benefit plans are recognised in the
conversion costs and other costs incurred in bringing the inventories Statement of Profit and Loss in the year in which they arise.   The
to their present location and condition. classification of the company’s net obligation into current and non-
current is as per the actuarial valuation report.
2.10 Trade receivables and loans and advances Termination benefits
Trade receivables and loans and advances are stated after making Termination benefits, in the nature of voluntary retirement benefits
adequate provisions for doubtful balances. or termination benefits arising from restructuring, are recognised in
the Statement of Profit and Loss when: a) the company has a present
2.11 Short-term employee benefits obligation as a result of past event; b) a reliable estimate can be
Employee benefits payable wholly within twelve months of receiving made of the amount of the obligation; and c) it is probable that an
employee services are classified as short-term employee benefits. outflow of resources embodying economic benefits will be required
These benefits include salaries and wages, bonus and ex-gratia. The to settle the obligation.
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. 2.14 Taxes on income
Current tax is determined as the amount of tax payable in respect of
taxable income for the period.
2.12 Provisions and contingent liabilities
Provisions are recognised when there is a present obligation as a Deferred tax is recognised for all the timing differences, subject
result of a past event, it is probable that an outflow of resources to the consideration of prudence in respect of deferred tax assets.
embodying economic benefits will be required to settle the obligation Deferred tax assets and liabilities are measured using the
and there is a reliable estimate of the amount of the obligation. tax rates and tax laws that have been enacted or substantively
Provisions are measured at the best estimate of the expenditure enacted by the Balance Sheet date. Deferred tax assets are
required to settle the present obligation at the balance sheet date recognised and carried forward only to the extent that there is a
and are not discounted to its present value. These are reviewed at reasonable certainty that sufficient future taxable income will be
each year end date and adjusted to reflect the best current estimate. available against which such deferred tax assets can be realised.
In situations where the Company has unabsorbed depreciation
Contingent liabilities are disclosed when there is a possible obligation or carried forward tax losses, all deferred tax assets are
arising from past events, the existence of which will be confirmed recognised only if there is virtual certainty supported by convincing
only by the occurrence or non occurrence of one or more uncertain evidence that they can be realised against future taxable profits.
future events not wholly within the control of the company or a
present obligation that arises from past events where it is either not Current tax assets and current tax liabilities are offset when there
probable that an outflow of resources will be required to settle the is a legally enforceable right to set off the recognised amounts and
obligation or a reliable estimate of the amount cannot be made. 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
2.13 Employee benefits there is a legally enforceable right to set off assets against liabilities
Defined contribution plans representing current tax and where the deferred tax assets and
Contributions to defined contribution schemes such as employees’ deferred tax liabilities relate to taxes on income levied by the same
state insurance, labour welfare fund, superannuation scheme, governing taxation laws.

20 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

2.15 Foreign currency translations leases. The company is both a lessee and a lessor under such
Foreign currency transactions are accounted for at the exchange arrangements. Payments and receipts under such leases are
rates prevailing at the date of the transaction. Gains and losses charged or credited to the statement of profit and loss on a straight
resulting from the settlement of such transactions and from the line basis over the period of the lease.
translation of monetary assets and liabilities denominated in foreign
currencies are recognised in the Statement of profit and loss. 2.18 Segment reporting
Forward exchange contracts outstanding as at the year end on The accounting policies adopted for segment reporting are in line
account of firm commitment transactions are marked to market with the accounting policies adopted for the Company.
and the losses, if any are recognised in the Statement of profit and
loss and gains are ignored in accordance with the Announcement 2.19 Earnings per share
of the Institute of Chartered Accountants of India on ‘Accounting for Basic earnings per share is calculated by dividing the net profit
Derivates’ issued in March 2008. for the period attributable to equity shareholders by the weighted
average number of equity shares outstanding during the period. The
2.16 Cash and cash equivalents weighted average number of equity shares outstanding during the
In the cash flow statement, cash and cash equivalents include cash period and for all periods presented is adjusted for events, such as
in hand, cheques on hand, term deposits with banks, other short- bonus shares, other than the conversion of potential equity shares,
term highly liquid investments with original maturities of three that have changed the number of equity shares outstanding, without
months or less. 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
2.17 Operating leases outstanding during the period is adjusted for the effects of all dilutive
Leases in which a significant portion of the risks and rewards of potential equity shares.
ownership are retained by the lessor are classified as operating

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorised
30,00,000 (March 31, 2014: 30,00,000) equity shares of Rs.10 each 300.00 300.00

Issued, subscribed and fully paid up

29,75,000 (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

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

Annual Report 2014-15 Unilever India Exports Limited 21

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

d) Details of equity shares held by shareholders holding more than 5% shares of the aggregate shares in the Company
As at As at
31st March, 2015 31st March, 2014
Equity Shares held by the holding company, Hindustan Unilever Limited
Number 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

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

As at As at
31st March, 2015 31st March, 2014
Employee and ex-employee related liabilities 74.00 111.00
74.00 111.00

6) LONG-TERM PROVISIONS
As at As at
31st March, 2015 31st March, 2014
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

22 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

7) TRADE PAYABLES
As at As at
31st March, 2015 31st March, 2014
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

As at As at
31st March, 2015 31st March, 2014
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
As at As at
31st March, 2015 31st March, 2014
Provision for wealth tax 4.80 5.57
Provision for restructuring cost 69.50 69.50
74.30 75.07

10) TANGIBLE ASSETS

Buildings Plant & Furniture & Office Others -
Land Total
Equipments Fixtures equipments Computers
Freehold Leasehold
Gross Block
Balance 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

Annual Report 2014-15 Unilever India Exports Limited 23

NOTES
to the financial statements for the year ended 31st March, 2014 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

10) TANGIBLE ASSETS (CONTD.)

Land Buildings Plant & Furniture & Office Others -

Total
Equipments Fixtures equipments Computers

Freehold Leasehold
Accumulated Depreciation
Balance 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 Block
Balance 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)
As at As at
31st March, 2015 31st March, 2014
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)

As at As at
31st March, 2015 31st March, 2014
Deferred tax assets
Expenses 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

24 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

13) LONG-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
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)
As at As at
31st March, 2015 31st March, 2014
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)

As at As at
31st March, 2015 31st March, 2014
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)
As at As at
31st March, 2015 31st March, 2014
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)
As at As at
31st March, 2015 31st March, 2014
Considered good
Outstanding 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 doubtful
Outstanding for a period exceeding six months from the date they are due for payment 46.05 78.89
Less: Provision for doubtful debts (46.05) (78.89)
19,221.31 17,096.78

Annual Report 2014-15 Unilever India Exports Limited 25

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

18) CASH AND BANK BALANCES

As at As at
31st March, 2015 31st March, 2014
Cash and cash equivalents
Cash on hand 3.45 3.59
Cheques/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)
As at As at
31st March, 2015 31st March, 2014
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)
As at As at
31st March, 2015 31st March, 2014
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

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

Claims against the company not acknowledged as debts

Sales 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.

26 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

22) CAPITAL AND OTHER COMMITMENTS

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

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

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

Year Ended Year Ended
31st March, 2015 31st March, 2014
Purchase of goods (Refer Note 41) 33,771.33 26,253.37
33,771.33 26,253.37

Annual Report 2014-15 Unilever India Exports Limited 27

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

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

27) 
PROGRESS
Year Ended Year Ended
31st March, 2015 31st March, 2014
(Increase)/decrease in Stocks
Opening stock
Finished goods 2,335.51 1,485.95
Work-in-progress 1,427.42 1,789.92
Closing stock
Finished goods (1,819.64) (2,335.51)
Work-in-progress (1,737.52) (1,427.42)
205.77 (487.06)

28) EMPLOYEE BENEFITS EXPENSES

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

Year Ended Year Ended
31st March, 2015 31st March, 2014
Interest expense on bank overdraft 1.88 6.38
Interest on shortfall of advance tax - 81.00
1.88 87.38

30) DEPRECIATION EXPENSES

Year Ended Year Ended
31st March, 2015 31st March, 2014
Depreciation on tangible assets 1,061.94 968.87
1,061.94 968.87

28 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

31) OTHER EXPENSES

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

Year Ended Year Ended
31st March, 2015 31st March, 2014
Profit arising from disposal of unused land and building (including residential properties) 674.23 1,005.92
Increase in liability for retirement benefits arising from changes in actuarial assumption 10.70 -
684.93 1,005.92

33) CURRENT TAX

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

Year Ended Year Ended
31st March, 2015 31st March, 2014
Deferred tax for the year - charge/(credit) 1,588.26 (1,351.82)
1,588.26 (1,351.82)

Annual Report 2014-15 Unilever India Exports Limited 29

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

35) EARNINGS PER SHARE HAS BEEN COMPUTED AS UNDER:

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

Year Ended Year Ended

31st March, 2015 31st March, 2014
Employer’s Contribution to Provident Fund 96.69 108.92

38) SALES
Year Ended Year Ended
31st March, 2015 31st March, 2014
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.

30 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

39) RAW MATERIALS CONSUMED

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

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

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

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

Annual Report 2014-15 Unilever India Exports Limited 31

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

44) VALUE OF IMPORTS ON CIF BASIS

(excluding purchases from canalising agencies and imported items purchased locally)
Year Ended Year Ended
31st March, 2015 31st March, 2014
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

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

32 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

48) RELATED PARTY DISCLOSURES

1 Enterprises where control exists
Ultimate Holding Company : Unilever PLC
Holding Company : Hindustan Unilever Limited
Fellow Subsidiaries : Ponds Exports Limited
Hindustan Unilever Foundation
Unilever 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 Llc

Binzagar Lever Ltd
Conopco Inc
Lipton Soft Drinks Ireland
Ooo Unilever Sng, Russia
Pt Unilever Indonesia Tbk
Severn Gulf Fze
Unilever (China) Ltd.
Unilever Algérie Spa
Unilever Andina Colombia Limitada
Unilever ASCC AG
Unilever Asia Private Limited
Unilever Australia Trading Ltd.
Unilever Bangladesh Limited
Unilever Canada Inc.
Unilever Chile Home And Personal Care Limitada
Unilever Gulf Free Zone Establishment
Unilever Hong Kong Limited
Unilever Iran (Private Joint Stock Company)
Unilever Israel Marketing Ltd.
Unilever Japan Bev
Unilever Japan K.K.
Unilever Kenya Limited
Unilever Korea
Unilever Korea Chusik Hoesa
Unilever Lipton Ceylon Limited
Unilever Maghreb Export Sa
Unilever Market Development (Pty) Limited
Unilever Mashreq - Personal Care
Unilever Mashreq International Company
Unilever Nigeria Plc
Unilever Pakistan Limited
Unilever Philippines , Inc.
Unilever Sanayi Ve Ticaret Türk A.S.
Unilever South Africa (Pty) Limited
Unilever Supply Chain Company Ag
Unilever Taiwan Ltd
Unilever Trading Llc
Unilever Vietnam Company Limited
Unilever-Cote D'Ivoire

Annual Report 2014-15 Unilever India Exports Limited 33

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

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 Ended Year Ended

31st March, 2015 31st March, 2014
(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 29,619.30 23,019.91

materials
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

Year Ended Year Ended

31st March, 2015 31st March, 2014
Purchase of raw materials
Unilever Asia Pte Limited 5,152.74 4,774.16
Sale of finished goods
Unilever 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 end
Unilever 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 end
Unilever Asia Pte Limited 556.71 670.18
Advances from Customers
Binzagar Lever Limited - 75.82
Donations paid
Hindustan Unilever Foundation 334.51 -

34 Unilever India Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

49) MOVEMENT OF OTHER PROVISIONS

Year Ended Year Ended

31st March, 2015 31st March, 2014
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 PRICING

The 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 For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No. 101248W/W - 100022
Chartered Accountants

Akeel Master Girish Anantharaman Pradeep Banerjee

Partner Director Director
Membership No. 046768 [DIN: 06968479] [DIN: 02985965]
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

Annual Report 2014-15 Unilever India Exports Limited 35

Unilever Nepal Limited
REPORT OF THE BOARD OF DIRECTORS
For the year ended 32nd Ashad 2071 (16 July, 2014)
REVIEW OF FISCAL YEAR 2070/71
It 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.
RECOGNITION
Mr. 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 INNOVATION
Unilever 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-LAUNCH
Fair & 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 RELAUNCH
Close 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
36 Unilever Nepal Limited
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 PROTECTION
Lifebuoy 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.
VIM
Adding 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 FRESH
Wheel 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
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 5
Clinic 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 DAY
Pepsodent 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
Annual Report 2014-15
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 PLACE
One 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 MARKETS
A 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 MARKETS
Remittance 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
TECHNOLOGY
The 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.
Unilever Nepal Limited 37
PERFECT STORES – WINNING EVERY DAY
We 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
RELATIONSHIPS
We 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 WAY
Mastering 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
IMPROVEMENT
The 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
Safety
At 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.
Sustainability
Sustainability is an important area and we are continuously focused
on making this a key priority for our business. In a concerted effort
38 Unilever Nepal Limited
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 - Service
Availability 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 Dynamics
With 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 optimization
One 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.
Quality
Availability 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 Excellence
In 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 PEOPLE
Like 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 SUPPLY
Our 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 DEVELOPMENT
We 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 DEVELOPMENT
We 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 BRANDING
We 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 RELATIONS
We 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 RESPONSIBILITY
The 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
Annual Report 2014-15
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 RESOURCE
Our 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 NEED
The 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 FUTURE
Like 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.
DIVIDEND
The 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
Unilever Nepal Limited 39
registered in the books of the Company within seven (7) days from
the book closure date, which will be notified.
AUDITORS
The 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 OUTLOOK
As 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.
ACKNOWLEDGEMENT
On 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 Banerjee
7th August, 2014, Thursday Chairman

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.

DIRECTORS Mr. Pradeep Banerjee, Chairman REGISTERED OFFICE Basamadi V.D.C.-5

Mr. Ravi Bhakta Shrestha & FACTORY P.O Box-11, Hetauda
Mr. Bharat Bahadur Thapa - Independent Dist. Makwanpur, Nepal
Director
Tel: 977-57-411047
Mr. Sashi Raj Pandey
Mr. Hemant Bakshi
CORPORATE OFFICE Heritage Plaza II
Mr. Dev Bajpai
Block C&D, 4th floor
Mr. Srikanth Srinivasamadhavan -
Managing Director Kamaladi, Kathmandu
Tel:977-1-4169151

COMPANY SECRETARY Mr. Ambar Bahadur Thapa Fax: 977-1-4169153

GPO Box: 7765, Kathmandu, Nepal

AUDITORS T. R. Upadhya & Company SHARE REGISTERED N.C.M. Merchant Banking Limited

P.O. Box 4414, Kathmandu Kamal Pokhari

BANKERS Standard Chartered Bank Nepal Ltd. P. Box No. 7423

Nepal SBI Bank Limited Tel: 977-1-4423219

Bank of Kathmandu Limited Kathmandu, Nepal

Himalayan Bank Limited

Rastriya Banijya Bank

40 Unilever Nepal Limited

INDEPENDENT AUDITOR’S REPORT
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.
Annual Report 2014-15
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 Satyal
Managing Partner
T. R. Upadhya & Co.
Chartered Accountants
Date: 13th, August, 2014
Place: Kathmandu
Unilever Nepal Limited 41
ADDITIONAL DISCLOSURE AS PER SECTION 109(4) OF THE
COMPANIES ACT, 2063
1. Details of Share Forfeiture : - During the year, the Audit Committee reviewed the internal audit
No shares have been forfeited till date. report and the actions initiated for resolving the issues. Audit
committee also reviewed the Business Risks status and reviewed
2. Transactions with subsidiaries : - the actions initiated by Management to mitigate & address such
The company has no subsidiaries. Business Risks. The audit committee reviewed annual accounts,
3. Information provided to the company by its substantial share significant accounting policies & notes to accounts, additional
holders in the previous financial year : - disclosure as per section 109(4) of the Companies Act, 2063 and
preliminary statutory audit report issued by Statutory Auditors (T.R.
Hindustan Unilever Limited, which is the majority share holder, Upadhya and Co.) and recommended their adoption by the Board of
provided the company all information related to new product Directors.
innovations, marketing mix, information on price movements
of commodities, system related information and technology (**) During the year, a total amount of Rs.1,75,500 was paid as meeting
etc. No information was provided to the company by any other fees to Mr. Bharat Bahadur Thapa & Mr. Ravi Bhakta Shrestha.
substantial share holder. Moreover, travel expenses of all Audit Committee members for
attending the Audit Committee meetings are borne by the company
4. Share Purchase by Directors and Officials of the company whenever required.
during the year : -
10. Amount receivable by the company from Directors, Managing
Mr. Ravi Bhakta Shrestha ,Director bought the Company’s 640 Director, substantial shareholders and their close relatives and
shares from the secondary market . associated firms, companies etc :-
5. Information received on the personal interest of Directors and Nil.
their close relatives in any agreement / contract entered into by
the company :- 11. 
Remuneration, allowances and facilities given to Directors,
Managing Director, Chief Executive Officer and Officials during
Mr. Ravi Bhakta Shrestha, Director and representative of the year:
JV partner Sibkrim Land and Industrial Company Pvt. Ltd.
has business relation with the company through 3rd party (Rs/Lacs)
operations. Managers/
S.N. Particulars Directors MD
6. Detail of share buy back during the year:- Officers/Staff
1. Meeting Fee 3.78 - -
The company did not buy back its own shares during the year.
2. Salary & Allowances - 162.68 675.37
7. Details of internal control systems :- 3. Car Facility No Yes Yes
The internal control system of the company conforms to global 4. Accommodation No Yes Note (b)
standards and follows Unilever international guidelines. This 5. Insurance Coverage No No Yes
includes:
6. Number of Persons 6 1 81
a. Operation Manuals, procedures and guidelines for
Notes:-
systematic conduct of operations.
a) Office car with driver, fuel and maintenance are provided to the
b. Financial policy and accounting guidelines.
Managing Director, Supply chain Manager , Finance Manager
c. Independent internal audit carried out by KPMG, India ,Marketing Manager ,Sales Manager and HR & Corporate Affairs
Manager.
d. Periodic review of internal control systems by Management
and Audit Committee. b) Unfurnished/Furnished rented accommodation or HRA
provided to Expatriate Managers as per terms and conditions of
8. Total Management expenses during the year :- Rs/Lacs employment of the individuals.
Employee expenses during the full year 1515.40
Administrative expenses during the fiscal year 519.27 c) Travel expenses of the Directors, whenever required for attending
the Board meetings, are borne by the company.
9. List of audit committee members, their remuneration and
facilities: 12. Unclaimed Dividends :-
Total unclaimed dividend is Rs 166.77 lacs as on Ashad 32, 2071.
Name Remuneration
Mr. Bharat Bahadur Thapa ** Chairman 13. Other matters required to be disclosed in the director’s report by
Mr. Ravi Bhakta Shrestha ** Member the Companies Act, 2063 or other laws in force :-
Mr. Hemant Bakshi ** Member Nil.
Mr. Dev Bajpai ** Member
14. Other relevant issues :-
Nil.

42 Unilever Nepal Limited

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

(NPR)
As at As at
Schedules
32 Ashad, 2071 31 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

Annual Report 2014-15 Unilever Nepal Limited 43

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

(NPR)
Schedules Current Year Previous Year
INCOME
Sales 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 shares
Basic 9,20,700 9,20,700
Diluted 9,20,700 9,20,700
Significant accounting policies and notes to accounts 17

This is the Income Statement 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

44 Unilever Nepal Limited

CASH FLOW STATEMENT
For 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 4,73,790
Interest 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 Capital

Decrease/(increase) in current assets 4,96,32,580 42,65,494
Increase/(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 ACTIVITIES

Sale/(purchase) of fixed assets (7,26,97,713) (8,16,37,128)
Sale of fixed assets 4,30,070 0
Interest 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 19,88,24,676
Closing 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, 2070

Cash 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

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

Annual Report 2014-15 Unilever Nepal Limited 45

STATEMENT OF CHANGES IN EQUITY
for the year ended 32 Ashad, 2071 (16 July, 2014)
(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 period
Balance 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 period
Balance 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 policies
Adjustment 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

This is the Statement of Changes in Equity 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: For T. R. Upadhya & Co.

Place: Kathmandu, Nepal Chartered Accountants

46 Unilever Nepal Limited

SCHEDULE
For the year ended 32 Ashad, 2071 (16 July, 2014)
1) SHARE CAPITAL
(NPR)
As at As at
31 Ashad, 2071 32 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 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)

Of which
7,36,560 shares held by Hindustan Unilever Limited, Mumbai, India
46,035 shares held by Sibkrim Land and Industrial Pvt. Ltd.
1,38,105 held by the general public

2) RESERVES AND SURPLUS

(NPR)
As at As at
31 Ashad, 2071 32 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 Block

Depeciation Cost as at Additions Deductions Cost as at As at As at As at As at
For the year Deductions
Rates % 16.07.2013 Capitalised Write-Off 16.07.2014 16.07.2013 16.07.2014 16.07.2014 16.07.2013
Land - 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 - 1,45,14,604 (9,08,584) - 1,36,06,020 - - - - 1,36,06,020 1,45,14,604

progress

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

Annual Report 2014-15 Unilever Nepal Limited 47

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

4) INVENTORIES
(NPR)
As at As at
31 Ashad, 2071 32 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 As at
31 Ashad, 2071 32 Ashad, 2070
Sundry 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 at As at
31 Ashad, 2071 32 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 As at
31 Ashad, 2071 32 Ashad, 2070
Cash 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

48 Unilever Nepal Limited

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

8) CURRENT LIABILITIES
(NPR)
As at As at
31 Ashad, 2071 32 Ashad, 2070
Sundry creditors and other payables
Creditors 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 at As at
31 Ashad, 2071 32 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 at As at
31 Ashad, 2071 32 Ashad, 2070
Additional Income Tax Claims not acknowledged as debts
Income 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

Annual Report 2014-15 Unilever Nepal Limited 49

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

11) SALES LESS RETURN

(NPR)
Current Year Previous Year
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)
Current Year Previous Year
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)
Current Year Previous Year
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 stock
Work 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

50 Unilever Nepal Limited

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

14) MANUFACTURING EXPENSES

(NPR)
Current Year Previous Year
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)
Current Year Previous Year
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 Year
Advertisement 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

Annual Report 2014-15 Unilever Nepal Limited 51

SCHEDULE
For the year ended 32 Ashad, 2071 (16 July, 2014) (Contd.)
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’.
52 Unilever Nepal Limited
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:
Useful Life Depreciation
Particulars (Years) Rate (%)
Building 40 2.5
Plant and machinery 14.29 7
Furniture and fixtures 14.29 7
Motor vehicles 6.67 15
Computer 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
SCHEDULE
For the year ended 32 Ashad, 2071 (16 July, 2014) (Contd.)
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.
Annual Report 2014-15
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
Unilever Nepal Limited 53
SCHEDULE
For the year ended 32 Ashad, 2071 (16 July, 2014) (Contd.)
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 statement
Cash 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
54 Unilever Nepal Limited
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.
SCHEDULE
For the year ended 32 Ashad, 2071 (16 July, 2014) (Contd.)

5 Deferred Taxation
Carrying amount of assets and liabilities where temporary differences arising on 16 July, 2014 are as follows:
(Amount in NPR)
Carrying Tax Base Diff Asset/ Tax Rate Def. Tax Asset/
Amount Amount (Liability) (%) (Liability)
Temporary difference for:
Provision for leave encashment 38,55,753 - 38,55,753 18 6,94,036
Provision for LA/IRB 10,67,856 - 10,67,856 18 1,92,214
Provision for inventory obsolescence 5,76,25,479 - 5,76,25,479 18 1,03,72,586
Provision for VPA 69,83,860 - 69,83,860 18 12,57,095
Property, plant and equipment 26,81,44,944 26,83,79,021 2,34,076 18 42,134
Net deferred tax assets /(liabilities)
as on 16 July, 2014 1,25,58,064
Net deferred tax assets as on 15 July, 2013 1,26,16,545
Adjustment in income statement (58,480)

6 Operating Lease 8) Related Party Transactions

Lease rental expenses Unilever Nepal Limited- Related Parties
The Company has entered into a lease arrangement for office 1 Parent Company Hindustan Unilever Ltd.
premises, residential apartment and godown space for a period 2 Parent of the Holding Unilever PLC
of 1 to 5 years. The future minimum lease rental income under Company
non-cancellable operating lease is as follows: 3 Subsidiary of Unilever India Export Limited
Enterprises that
(Amount in NPR) control the Company
4 Subsidiary of Holding Unilever Asia Pvt. Ltd.
Current Year Company
Amount due within one year from the 1,31,74,967 5 Significant Influence Sibkrim Land Ind. Co. (Pvt.) Ltd.
balance sheet 6 Associate (Third party) Ganga Soap & Chemical Ind. (Pvt.) Ltd.
Amount due in the period between one 57,68,230 7 Associate (Third party) National Soap Industries(Pvt.) Ltd.
year to five years 8 Associate (Third party) Unique Soap & Chemical Industries (Pvt.) Ltd.
Amount later than five years - 9 Associate (Third party) Omkar Soap & Chemical Industries (Pvt.) Ltd.
10 Key Management Mr. Srikanth Srinivasamadhavan
Lease rental income Personnel
The Company has entered into agreements with Ganga Soap &
Chemicals Industries Pvt Ltd, and Unique Soap Industries for a) Summary of transactions with the above Related Parties and
production of goods at their location. For such purpose, the outstanding balances are as follows:
Company has provided plant and machineries to these parties
Transactions Outstanding Balance
on lease, which are operating leases as per NAS 15 and income
from such rentals as follows: Current Year Previous Year Current Year Previous Year
(NPR) (NPR) (NPR) (NPR)
(NPR)
Purchase of Raw 24,18,63,233 - 8,32,31,097 -
Ganga Materials from
Unique
Soap & Enterprises that
Soap Total
Chemical controls the
Industries
Ind. Pvt Ltd company (HUL)
Not later than one year 16,50,000 4,30,000 20,80,000 Purchase of 15,96,44,348 28,98,00,300 1,70,61,464 10,67,519
Later than one year to 40,56,250 3,22,500 43,78,750 Raw Materials
not later than five years from Subsidiary
Later than five years - - - of Enterprises
Total 57,06,250 7,52,500 64,58,750 that control the
Company (UIEL)
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.

Annual Report 2014-15 Unilever Nepal Limited 55

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

a) Summary of transactions with the above Related Parties and 9.3. Sales
outstanding balances are as follows: (Contd.)
Current Year Previous Year
Transactions Outstanding Balance M.T. NPR M.T. NPR
Current Year Previous Year Current Year Previous Year Detergents/ 20,476 1,26,98,29,901 20,312 1,22,78,28,075
(NPR) (NPR) (NPR) (NPR) Scourers/
laundry
Processing 13,29,06,008 13,03,55,072 2,70,34,803 1,34,94,950
Charges from Toilet soaps 6,026 1,14,77,74,815 6,014 1,19,03,15,407
Associate (Third Personal 5,376 1,94,42,09,274 5,295 2,06,82,60,238
party) products
Royalty to Unilever 2,00,72,311 1,80,95,152 1,70,61,464 2,87,78,315 Total 31,878 4,36,18,13,990 31,621 4,48,64,03,720
PLC
Royalty to 6,45,94,743 3,18,20,177 5,49,05,531 2,70,47,147
Hindustan Unilever 9.4. Closing stock
Limited
Current Year Previous Year
b) Key management personnel compensation
M.T. NPR M.T. NPR
Current *Detergents/ 654 3,43,25,928 944 4,32,62,811
Previous Year
year Scourers/
(NPR)
(NPR) laundry
Short-term employee benefits 2,26,70,077 1,73,26,494 Toilet soaps 126 1,69,36,818 565 7,36,87,969
Personal 153 3,56,50,103 208 4,72,82,067
Post employment benefits 26,46,543 18,46,790
products
Other long-term benefits Nil Nil Total 933 8,69,12,849 1,717 16,42,32,847
Termination benefits Nil Nil *Produced at third party manufacturing locations
Share based payment Nil Nil 9.5. Material Consumed

9) Additional information: Current Year Previous Year

9.1. Licensed/Installed annual capacities M.T. NPR M.T. NPR
Licensed Capacity Installed Capacity Raw, 27,391 1,89,51,79,363 27,897 1,90,03,08,411
chemicals,
Current Previous Current Previous perfumes
Year (Mt) Year (Mt) Year (Mt) Year (Mt) etc.
Detergents/ 52,950 36,750 35,500 35,500 Packing - 58,02,71,578 - 63,45,78,764
Scourers/ materials
laundry
Net change 6 65,51,369 9 27,00,840
Toilet soaps 10,000 10,000 10,000 10,000 in WIP
Personal 18,231 8,281 10,035 7,781 Finished 837 7,73,19,912 (626) (8,66,31,902)
products goods
Soap noodles 11,660 11,660 11,660 11,660 variance
Tea 5,000 5,000 - - Total 28,234 2,55,93,22,222 27,280 2,45,09,56,113
Vanaspati 10,000 10,000 - -
10 Capital commitments
9.2. Production/Purchases of Finished Goods The Capital commitment (net of advances) on account of capital
works in expansion of the factory as on 32 Ashad, 2071 (16 July,
Current Year Previous Year 2014) is NPR 2,48,67,388 (PY: NPR 87,43,920).
(Mt) (Mt)
Detergents/scourers/laundry* 20,186 20,375
Toilet soaps 5,587 6,514
Personal products 5,321 5,358
31,094 32,247
*Produced at third Party locations

56 Unilever Nepal Limited

Lakme Lever Private Limited
DIRECTORS’ REPORT
DIRECTORS
Anita Sandeep Zutshi – Director and Chief Financial Officer
Pushkaraj Shenai – Whole - time Director
Alok Joshi - Director
V. Kannan - Independent Director
Nikhilesh Panchal - Independent Director
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
Revenue from Operations
Loss before taxation
Loss after taxation
Loss for the year
Profit & Loss Account balance brought forward from previous year
Profit & Loss Account balance carried forward
OPERATIONAL REVIEW
Your 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 COMPANY
During 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.
Annual Report 2014-15
AUDITORS REGISTERED OFFICE
M/s. B S R & Co. LLP Shree Niwas House, 1st Floor
H. Somani Marg, Fort
Mumbai - 400 001.
(Rs. in lakhs)
For the year ended For the year ended
31st March, 2015 31st March, 2014
22,728.13 8,159.47
(3,430.41) (1,627.24)
(3,430.41) (1,627.24)
(3,430.41) (1,627.24)
(7,541.39) (5,914.15)
(10,771.68) (7,541.39)
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.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
DIRECTORS
The 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 57
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.
BOARD MEETINGS
The 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, 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 BOARD
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 established the following Committees:
AUDIT COMMITTEE
In 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.
58 Lakme Lever Private Limited
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 COMMITTEE
In 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 CRITERIA
The 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.
RELATED PARTY TRANSACTIONS
All 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 STATEMENT
The 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.
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 hereto as an
Annexure to this Report.
REWARD POLICY
The 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
INVESTMENTS
The details relating to Loans, Guarantees and Investments are
provided in the Notes to Financial Statements.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
ANNUAL RETURN EXTRACT
Extract 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 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.
Annual Report 2014-15
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.
AUDITORS
M/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 HARASSMENT
As 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 OUTGO
The 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)
For the year ended For the year ended
Particulars 31st March, 2015 31st March, 2014
I Earnings - -
II Outgo 1,494.58 36.59
SAFETY, HEALTH, ENVIRONMENT AND QUALITY
The 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.
ACKNOWLEDGEMENTS
The Directors take this opportunity to thank all the stakeholders for
their support and co-operation.
On behalf of the Board
Anita Sandeep Zutshi Pushkaraj Shenai
Director Director
Mumbai 29th April, 2015 (DIN: 03534695) (DIN: 03518297)
Lakme Lever Private Limited 59
Annexure to the Directors’ Report
Extract of Annual Return

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]
I. REGISTRATION AND OTHER DETAILS
i) CIN : U24247MH2008PTC188539
ii) Registration Date : 1st December, 2008
iii) Name of the Company : Lakme Lever Private Limited
iv) Category / Sub-Category of the Company : Private Limited Company/ Company having Share
Capital
v) 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 : comsec.hul@unilever.com
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. Name and Description of NIC Code of the % to total turnover
No. main products Product of the Company
1 Cosmetics 20237 10
2 Salon Income 96020 33
3 Income from job work contracts 20231 57

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable
No. Subsidiary/ held Section
Associate
1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding 100 2(46)
Unilever House B. D. Sawant Marg, Company
Chakala, Andheri (East) Mumbai - 400 099.

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding
Category of No. of Shares held at the No. of Shares held at % Change
Shareholders beginning of the year the end of the year * during
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
A. Promoters
1. Indian
– Bodies Corporates - 1,99,99,999 1,99,99,999 100 - 3,59,07,547 3,59,07,547 100 0.00
2. Foreign - - - - - - - - -
Total shareholding - 1,99,99,999 1,99,99,999 100 - 3,59,07,547 3,59,07,547 100 0.00
of Promoter
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

60 Lakme Lever Private Limited

 ii) Shareholding of Promoters
Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year %
No. Name change
No. of % of total % of Shares No. of % of total % of Shares
Shares Shares pledged / Shares Shares pledged / in Share
of the encumbered of the encumbered holding
company to total company to total during the
shares shares year
1. Hindustan Unilever Limited * 1,99,99,999 100 NIL 3,58,81,490 99.94 NIL 0.06
2. Hindustan Unilever Limited 0 0.00 NIL 5,970 0.02 NIL 0.02
j/w Pradeep Banerjee **
3. Hindustan Unilever Limited 1 0.00 NIL 5,486 0.02 NIL 0.02
j/w P. B. Balaji **
4. Hindustan Unilever Limited 0 0.00 NIL 5,483 0.02 NIL 0.02
j/w Dev Bajpai **
5. Hindustan Unilever Limited 0 0.00 NIL 3,123 0.00 NIL 0.00
j/w BP Biddappa **
6. Hindustan Unilever Limited 0 0.00 NIL 2,998 0.00 NIL 0.00
j/w Nilendu Sarkar **
7. Hindustan Unilever Limited 0 0.00 NIL 2,998 0.00 NIL 0.00
j/w Suman Hegde **
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

iii) Change in Promoters’ Shareholding

Sl. Name of the Shareholder (to be checked in all Shareholding at the beginning Cumulative Shareholding
No. companies) of the year during the year
No. of % of total shares No. of % of total shares
shares of the company shares of the company
1. Hindustan Unilever Limited
At the beginning of the year 1,99,99,999 100 1,99,99,999 100
Allotment of fresh equity shares on 20.03.2015 27,21,088 100 2,27,21,087 100
Allotment on 20.03.2015 pursuant to merger 1,31,60,403 99.94 3,58,81,490 99.94
At the End of the year 3,58,81,490 99.94 3,58,81,490 99.94
2. Hindustan Unilever Limited j/w P. B. Balaji
At the beginning of the year 1 0.00 1 0.00
Allotment on 20.03.2015 pursuant to merger 5,485 0.02 5,486 0.02
At the End of the year 5,486 0.02 5,486 0.02
3. Hindustan Unilever Limited j/w Pradeep Banerjee
At the beginning of the year 0 0.00 0 0.00
Allotment on 20.03.2015 pursuant to merger 5,970 0.02 5,970 0.02
At the End of the year 5,970 0.02 5,970 0.02
4. Hindustan Unilever Limited j/w Dev Bajpai
At the beginning of the year 0 0.00 0 0.00
Allotment on 20.03.2015 pursuant to merger 5,483 0.02 5,483 0.02
At the End of the year 5,483 0.02 5,483 0.02
5. Hindustan Unilever Limited j/w B. P. Biddappa
At the beginning of the year 0 0.00 0 0.00
Allotment on 20.03.2015 pursuant to merger 3,123 0.00 3,123 0.00
At the End of the year 3,123 0.00 3,123 0.00
6. Hindustan Unilever Limited j/w Nilendu Sarkar
At the beginning of the year 0 0.00 0 0.00
Allotment on 20.03.2015 pursuant to merger 2,998 0.00 2,998 0.00
At the End of the year 2,998 0.00 2,998 0.00
7. Hindustan Unilever Limited j/w Suman Hegde
At the beginning of the year 0 0.00 0 0.00
Allotment on 20.03.2015 pursuant to merger 2,998 0.00 2,998 0.00
At the End of the year 2,998 0.00 2,998 0.00

Annual Report 2014-15 Lakme Lever Private Limited 61

 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 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 Loans
Unsecured Total
excluding Deposits
Loans Indebtedness
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount - 70,00,00,000 - 70,00,00,000
ii) Interest due but not paid - 0 - 0
iii) Interest accrued but not due - 1,64,47,150 - 1,64,47,150
TOTAL (i+ii+iii) 71,64,47,150 71,64,47,150
Change in Indebtedness during the financial year *
• Addition - 178,76,77,145 - 178,76,77,145
• Reduction - 80,00,00,000 - 80,00,00,000
NET CHANGE (98,76,77,145) (98,76,77,145)
Indebtedness at the end of the financial year
i) Principal Amount - 167,76,76,145 - 167,76,76,145
ii) Interest due but not paid - 0 - 0
iii) Interest accrued but not due - 4,45,74,600 - 4,45,74,600
TOTAL (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. Particulars of Remuneration Mr. Pushkaraj Shenai,
No. Whole-time Director
1. Gross salary
a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 1,14,24,853
b. Value of perquisites u/s 17(2) Income-tax Act, 1961. 35,50,000
c. 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.

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

Anita Sandeep Zutshi Pushkaraj Shenai

Mumbai : 29th April, 2015 Director Director
[DIN: 03534695] [DIN: 03518297]

62 Lakme Lever Private Limited

Annexure to the Directors’ Report

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)

1. Details of contracts or arrangements or transactions not at arm’s length basis – N.A

2. 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* Amount
Hindustan Unilever Limited Holding Company Sale of Services 0.12
Conversion Income 128.71
Commission 0.81
Purchase of Goods 1.32
Expenses 3.92
Management Fees 2.22
Royalty and technical know-how expenses 1.89
Reimbursement 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.

On behalf of the Board

Anita Sandeep Zutshi Pushkaraj Shenai

Mumbai : 29th April, 2015 Director Director
[DIN: 03534695] [DIN: 03518297]

Annexure to the Directors’ Report

 isclosure of remuneration of employees under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and
D
Remuneration of Managerial Personnel) Rules, 2014
Name Remuneration received
Age Qualification Date of employment Designation / Gross (Rs.) Net (Rs.) Experience Last
Nature of duties employment
Pushkaraj Shenai 41 B.Arch, 16.10.2012 Chief Executive 1,49,74,853 98,52,222 17 Mckinsey
PGDBM Officer & 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.
- 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
- 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, 2013
On behalf of the Board

Anita Sandeep Zutshi Pushkaraj Shenai

Mumbai : 29th April, 2015 Director Director
[DIN: 03534695] [DIN: 03518297]

Annual Report 2014-15 Lakme Lever Private Limited 63

INDEPENDENT AUDITORS’ REPORT
to the Members of Lakme Lever Private Limited
REPORT ON THE FINANCIAL STATEMENTS
We 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
STATEMENTS
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.
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.
64 Lakme Lever Private 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 loss and its cash flows for the year ended on that date
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order, 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.
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 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.
(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:
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. LLP
Chartered Accountants
Firm’s Registration No. 101248W/W-100022
Akeel Master
Place: Mumbai Partner
Date: 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.
(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 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
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.
Annual Report 2014-15
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.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No. 101248W/W-100022
Akeel Master
Place: Mumbai Partner
Date: 29th April, 2015 Membership No: 046768
Lakme Lever Private Limited 65
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 3 3,590.76 2,000.00
Reserves and surplus 4 11,509.70 (7,541.39)
Non-current liabilities
Long-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 liabilities
Trade 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 assets
Fixed 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 2
Contingent liabilities, capital and other commitments 20
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP Pushkaraj Shenai Anita Sandeep Zutshi
Firm Registration No. 101248W/W - 100022 Director Director
Chartered Accountants [DIN: 03518297] [DIN: 03534695]

Akeel Master Amit Bhasin

Partner Company Secretary
Membership No. 046768 Membership No. A16804
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

66 Lakme Lever Private Limited

STATEMENT OF PROFIT AND LOSS
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Year Ended Year Ended

Note
31st March, 2015 31st March, 2014
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
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP Pushkaraj Shenai Anita Sandeep Zutshi
Firm Registration No. 101248W/W - 100022 Director Director
Chartered Accountants [DIN: 03518297] [DIN: 03534695]

Akeel Master Amit Bhasin

Partner Company Secretary
Membership No. 046768 Membership No. A16804
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

Annual Report 2014-15 Lakme Lever Private Limited 67

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Year ended Year ended

31st March, 2015 31st March, 2014
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 25.79 0.23
changes in actuarial assumption
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)

68 Lakme Lever Private Limited

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Year ended Year ended

31st March, 2015 31st March, 2014
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.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP Pushkaraj Shenai Anita Sandeep Zutshi
Firm Registration No. 101248W/W - 100022 Director Director
Chartered Accountants [DIN: 03518297] [DIN: 03534695]

Akeel Master Amit Bhasin

Partner Company Secretary
Membership No. 046768 Membership No. A16804
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

Annual Report 2014-15 Lakme Lever Private Limited 69

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
1) COMPANY INFORMATION
Lakme 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. taking into account the amounts invested and the rate of interest.
2) SIGNIFICANT ACCOUNTING POLICIES
2.1 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. Items of tangible assets that have been retired from active use and
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. Sheet are disclosed as “Capital work-in-progress”
2.2 Use of estimates Losses arising from the retirement of, and gains or losses arising
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.
70 Lakme Lever Private Limited
(All amounts in Rs. lakhs, unless otherwise stated)
- 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
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.
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
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 Details
Freehold Land Not depreciable
Building Depreciated as per useful life estimate not
exceeding 10 years
Lease hold Depreciated as per tenure of the lease
improvements
Plant & Depreciated over 2 to 21 years based on
Equipments 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 & Depreciated as per useful life estimate
Fixtures 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
NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

2.6 Intangible assets Guidance Note issued by the ICAI, the said asset is recognised by way
Intangible assets are stated at cost of acquisition less accumulated of a credit to the Profit and Loss account and shown as MAT Credit
amortisation and accumulated impairment losses, if any. These are Entitlement. The Company reviews the same at each balance sheet
amortized over the useful life of the asset not exceeding 10 years. date and writes down the carrying amount of MAT Credit Entitlement
Goodwill arising on amalgamation is amortised on a straight line to the extent there is no longer convincing evidence to the effect that
basis at 25% p.a. Company will pay normal income tax during the specified period.
2.7 Impairment of assets 2.11 Segment reporting
Assessment for impairment is done at each Balance Sheet date as to The accounting policies adopted for segment reporting are in line
whether there is any indication that an asset (tangible are intangible) with the accounting policies of the Company.
may be impaired. For the purpose of assessing impairment, the Revenue and expenses have been identified to segments on the
smallest identifiable group of assets that generates cash inflows from basis of their relationship to the operating activities of the segment.
continuing use that are largely independent of the cash inflows from Revenue and expenses, which relate to the Company as a whole
other assets or groups of assets is considered as a cash generating and are not allocable to segments on a reasonable basis, have
unit. If any such indication exists, an estimate of the recoverable been included under “Un-allocated corporate expenses net of un-
amount of the individual asset/cash generating unit is made. Assets allocated income.
whose carrying value exceeds their recoverable amount are written
down to the recoverable amount by recognising the impairment 2.12 Employee benefits
loss as an expense in the statement of profit and loss. Recoverable The Company’s superannuation fund scheme, provident fund
amount is the higher of an asset’s or cash generating unit’s net scheme, employee state insurance scheme and labour welfare
selling price and its value in use. Value in use is the present value fund scheme are considered as defined contribution plans. The
of estimated future cash flows expected to arise from the continuing contribution under the schemes is recognised as an expense in the
use of an asset and from its disposal at the end of its useful life. Statement of Profit and Loss, when an employee renders the related
Assessment is also done at each Balance Sheet date as to whether service. There are no other obligations other than the contribution
there is any indication that an impairment loss recognised for an payable to the respective funds.
asset in prior accounting periods may no longer exist or may have The Company’s Gratuity fund scheme is considered as defined
decreased. benefit plans and the gratuity fund assets are being controlled by
2.8 Inventory separate independent trust for entire Hindustan Unilever Limited
and its subsidiaries including Lakme Lever Private Limited. The
Inventories including raw material, packing materials, stores, Group’s liability is determined on the basis of an actuarial valuation
spares and fuel & consumables are valued at the lower of cost and using the projected unit credit method as at Balance Sheet date.
net realisable value. Cost is computed on a weighted average basis. Actuarial gains / losses are recognized immediately in the Statement
The net realisable value is the estimated selling price in the normal of Profit and Loss in the year in which they arise in the books of the
course of business considering obsolescence, estimated costs holding company. The in-year current service cost of Lakme Lever
necessary to make the sale and other anticipated losses, wherever Private Limited is recognized in the statement of profit and loss of
considered necessary. Finished goods include all costs of purchases the Company.
and other costs incurred in bringing the inventories to their present
location and condition. The Liability of other employee benefits like leave encashment and
long term service awards is determined on the basis of an acturial
2.9 Trade receivables and loans and advances valuation of the amount of employee benefits expected to be paid in
Trade receivables and loans and advances are stated after making exchange for the services rendered by employees and is recognised
adequate provisions for doubtful balances. during the period when the employee renders the service.
2.10 Taxes on income 2.13 Provisions and contingent liabilities
Current tax is determined as the amount of tax payable in respect Provisions are recognised when there is a present obligation as a
of taxable income for the period. Deferred Tax is recognised, subject result of a past event, it is probable that an outflow of resources
to the consideration of prudence, on timing differences, being the embodying economic benefits will be required to settle the obligation
differences between taxable income and accounting income, that and there is a reliable estimate of the amount of the obligation.
originate in one period and are capable of reversal in one or more Provisions are measured at the best estimate of the expenditure
subsequent years. required to settle the present obligation at the balance sheet date
Deferred Tax assets are not recognised on unabsorbed depreciation and are not discounted to its present value. These are reviewed at
and carried forward tax losses unless there is virtual certainty that each year end date and adjusted to reflect the best current estimate.
sufficient taxable profits will be available against which such deferred Contingent liabilities are disclosed when there is a possible
tax assets can be realised. obligation arising from past events, the existence of which will be
Minimum alternative tax (MAT) credit is recognised as an asset confirmed only by the occurrence or non occurrence of one or more
only when and to the extent there is convincing evidence that the uncertain future events not wholly within the control of the company
Company will pay normal income tax during the specified period. In or a present obligation that arises from past events where it is either
the year in which the MAT credit becomes eligible to be recognized not probable that an outflow of resources will be required to settle
as an asset in accordance with the recommendations contained in the obligation or a reliable estimate of the amount cannot be made.

Annual Report 2014-15 Lakme Lever Private Limited 71

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

2.14
Foreign currency translations basis in respect of lease rent agreements wherein the Company is
reasonably certain at the inception of the lease that it will exercise
Foreign currency transactions are accounted at the exchange rates the option to continue the lease for extended periods.
prevailing at the date of the transaction. Gains and losses resulting
from the settlement of such transactions and from the translation 2.17 Borrowing costs
of monetary assets and liabilities denominated in foreign currencies Borrowing costs are interest and other costs (including exchange
are recognised in the Statement of Profit and Loss. differences arising from foreign currency borrowings to the extent
that they are regarded as an adjustment to interest costs) incurred by
Forward exchange contracts outstanding as at the year end on the Company in connection with the borrowing of funds. Borrowing
account of firm commitment transactions are marked to market costs directly attributable to acquisition or construction of those
and the losses, if any are recognised in the Statement of Profit and tangible fixed assets which necessarily take a substantial period
Loss, and gains are ignored in accordance with the announcement of time to get ready for their intended use are capitalised. Other
of the Institute of Chartered Accountants of India on ‘Accounting for borrowing costs are recognised as an expense in the period in which
Derivatives’ issued in March 2008. they are incurred.

2.15 Cash and cash equivalents 2.18 Earnings per share

In the cash flow statement, cash and cash equivalents include cash Basic earnings per share is calculated by dividing the net profit
in hand, cheques on hand, term deposits with banks, other short- for the period attributable to equity shareholders by the weighted
term highly liquid investments with original maturities of three average number of equity shares outstanding during the period. The
months or less. weighted average number of equity shares outstanding during the
period and for all periods presented is adjusted for events, such as
2.16 Operating leases bonus shares, other than the conversion of potential equity shares,
that have changed the number of equity shares outstanding, without
Leases in which a significant portion of the risks and rewards of
a corresponding change in resources. For the purpose of calculating
ownership are retained by the lessor are classified as operating
diluted earnings per share, the net profit for the period attributable
leases. Lease Payments under operating leases have been
to equity shareholders and the weighted average number of shares
recognised as an expense in the Statement of Profit and Loss on
outstanding during the period is adjusted for the effects of all dilutive
a straight line basis over the lease term. The Company recognises
potential equity shares.
the scheduled rent increases over the lease term on a straight line

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorised
7,21,00,000 (March 31, 2014: 7,00,00,000) equity shares of Rs. 10 each 7,210.00 7,000.00

Issued, subscribed and fully paid up

3,59,07,547 (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.

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
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.

72 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

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

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

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

Number of % of Number of % of
shares held holding shares held 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.

Annual Report 2014-15 Lakme Lever Private Limited 73

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

(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%.

4) RESERVES AND SURPLUS

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

74 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

5) LONG–TERM BORROWINGS
As at As at
31st March, 2015 31st March, 2014
Unsecured
Inter 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. T
 hese 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

As at As at
31st March, 2015 31st March, 2014
Security deposits 156.55 162.43
156.55 162.43

Notes:
Security deposits accepted from franchisees for salon operations, repayable on termination of contract

7) LONG-TERM PROVISIONS
As at As at
31st March, 2015 31st March, 2014
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
As at As at
31st March, 2015 31st March, 2014
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.

Annual Report 2014-15 Lakme Lever Private Limited 75

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

9) OTHER CURRENT LIABILITIES

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

As at As at
31st March, 2015 31st March, 2014
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 Plant & Furniture Vehicles Office Others -
Total
Freehold Buildings Improvements Equipments & Fixtures Equipments Computers

Gross Block
Balance 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 Depreciation
Balance 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 Block
Balance 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.

76 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

12) INTANGIBLE ASSETS

Goodwill Total
Gross Block
Balance 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

Amortization
Balance 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 Block
Balance as at 31st March, 2014 - -
Balance as at 31st March ,2015 13,001.24 13,001.24

13) LONG-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
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)
As at As at
31st March, 2015 31st March, 2014
Fixed deposit 6.99 6.99
(Against bank guarantee issued to sales tax Department)
6.99 6.99

Annual Report 2014-15 Lakme Lever Private Limited 77

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

15) INVENTORIES (Refer Note 35 (E))

(At lower of cost and net realisable value)
As at As at
31st March, 2015 31st March, 2014
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)

As at As at
31st March, 2015 31st March, 2014
Considered good
Outstanding for a period exceeding six months from the date they are due for payment - -
Others 1,212.61 465.48
Considered doubtful
Outstanding 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

17) CASH AND BANK BALANCES

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

18) SHORT-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
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

78 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

19) OTHER CURRENT ASSETS

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
Income accrued on deposits - 1.85
- 1.85

20) CONTINGENT LIABILITIES, CAPITAL AND OTHER COMMITMENTS

As at As at
31st March, 2015 31st March, 2014
Contingent liabilities
Income 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 commitments
Estimated 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.

21) REVENUE FROM OPERATIONS

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

Annual Report 2014-15 Lakme Lever Private Limited 79

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

22) OTHER INCOME

Year Ended Year Ended
31st March, 2015 31st March, 2014
Interest income
From 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

23) COST OF MATERIALS CONSUMED

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

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

Year Ended Year Ended
31st March, 2015 31st March, 2014
Opening stocks 696.38 485.50
Less: Closing stocks (Refer Note 35 (E)) (826.39) (696.38)
(130.01) (210.88)

26) EMPLOYEE BENEFITS EXPENSES

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

Year Ended Year Ended
31st March, 2014 31st March, 2013
Interest on long term borrowings 1,828.71 613.18
1,828.71 613.18

80 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

28) DEPRECIATION AND AMORTISATION EXPENSES

Year Ended Year Ended
31st March, 2015 31st March, 2014
Depreciation on tangible assets 1,928.48 236.71
Amortisation on intangible assets 4,333.74 -
6,262.22 236.71

29) OTHER EXPENSES

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

30) EXCEPTIONAL ITEMS

Year Ended Year Ended
31st March, 2015 31st March, 2014
Increase in liability for retirement benefits arising from changes in actuarial assumption 25.79 0.23
25.79 0.23

Annual Report 2014-15 Lakme Lever Private Limited 81

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

31) EARNINGS PER SHARE

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

Year Ended Year Ended
31st March, 2015 31st March, 2014
Travel expenditure - 2.57
Consultancy fees 1.79 2.65
1.79 5.22

33) VALUE OF IMPORTS (ON C.I.F. BASIS)

Year Ended Year Ended
31st March, 2015 31st March, 2014
Purchase of traded goods - 31.37
Capital goods 1,248.29 -
Others 244.50 -
1,492.79 31.37

34) OPERATING LEASE

The 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.

Year Ended Year Ended

31st March, 2015 31st March, 2014
With respect to all operating leases
Lease 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.

82 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

35) DETAILS OF TRADED GOODS AND SERVICES RENDERED

Year Ended Year Ended
31st March, 2015 31st March, 2014
A) PURCHASE OF TRADED GOODS
Beauty products 1,534.04 1,115.80
Others 78.60 119.53
1,612.64 1,235.33
B) SALE OF TRADED GOODS
Beauty products 2,063.53 1,378.81
Others 213.90 192.26
2,277.43 1,571.07
C) MATERIALS CONSUMED FOR SERVICES
Beauty products 1,185.20 958.53
Job work business 404.15 -
1,589.35 958.53
D) SALE OF SERVICES
Beauty 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 STOCK
Beauty 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.

Year Ended Year Ended

31st March, 2015 31st March, 2014
- 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.

Annual Report 2014-15 Lakme Lever Private Limited 83

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

37) SEGMENT INFORMATION

The 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.

Year Ended Year Ended

31st March, 2015 31st March, 2014
REVENUE
Service 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 8,159.47
RESULT
Service 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

As at As at As at As at
31st March, 2015 31st March, 2014 31st March, 2015 31st March, 2014
Service business
Beauty 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

As at As at As at As at
31st March, 2015 31st March, 2014 31st March, 2015 31st March, 2014
Service business
Beauty 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

84 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

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

Year Ended Year Ended

31st March, 2015 31st March, 2014

i) Holding company
(Hindustan Unilever Limited)
Income from job work contracts 12,871.24 -
Commission income 81.28 -
Management fees 222.25 528.51
Purchases of goods 132.32 228.28
Sale of services 11.63 -
Reimbursement of expenses by holding company 14.92 104.25
Royalty and technical know-how 188.76 177.31
Rent expense 66.07 12.25
Reimbursement of salary expenses for seconded employees 553.93 -
Common cost allocation expenses 311.42 -
Interest on long term borrowings 1,828.71 613.18
Inter corporate deposit taken 6,300.00 1,890.00
Inter 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 -

Annual Report 2014-15 Lakme Lever Private Limited 85

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

Year Ended Year Ended

31st March, 2015 31st March, 2014
Outstanding as at year end-
Long term borrowing
Inter corporate deposit payable 13,776.76 7,000.00
Other current liabilities
Current maturities of long term debt 3,000.00 -
Interest accrued on inter corporate deposit 445.75 164.47
Trade Receivables
Receivables at year end 641.35 71.43
Trade Payables
Payables at year end 373.06 240.88

ii) Fellow Subsidiary of the Ultimate Holding Company

(TIGI Linea, LP)
Purchases of goods
Payables 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 TAX

The 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 PRICING

The 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.

86 Lakme Lever Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

44) MOVEMENT OF PROVISIONS

(Unpaid wages)

Year Ended Year Ended

31st March, 2015 31st March, 2014
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.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP Pushkaraj Shenai Anita Sandeep Zutshi
Firm Registration No. 101248W/W - 100022 Director Director
Chartered Accountants [DIN: 03518297] [DIN: 03534695]

Akeel Master Amit Bhasin

Partner Company Secretary
Membership No. 046768 Membership No. A16804
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

Annual Report 2014-15 Lakme Lever Private Limited 87

Pond’s Exports Limited
DIRECTORS’ REPORT
DIRECTORS AUDITORS
Geetu Verma - Director M/s. B S R & Co. LLP
Girish Anantharaman - Director
Vijit Anand - Director
V. Kannan - Independent Director
Nikhilesh Panchal - Independent Director
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
Revenue from operations, net of excise
Profit before exceptional items and tax
Profit for the year
Profit & Loss Account balance carried forward
OPERATIONAL REVIEW
On 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.
DIVIDEND
The Directors do not recommend any dividend for the year under
review.
REGISTERED OFFICE
Consequent 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
88 Pond’s Exports Limited
REGISTERED OFFICE
Unilever House,
B. D. Sawant Marg, Chakala,
Andheri (East),
Mumbai - 400099
(Rs. lakhs)
For the year ended For the year ended
31st March, 2015 31st March, 2014
13,827.39 13,870.59
423.47 832.87
473.04 339.67
985.91 526.83
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.
DIRECTORS
During 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.
BOARD MEETINGS
The 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, 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 BOARD
In 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 COMMITTEE
In 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;
Annual Report 2014-15
• 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 COMMITTEE
In 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 CRITERIA
The 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;
Pond’s Exports Limited 89
• 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.
RELATED PARTY TRANSACTIONS
All 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.
RESPONSIBILITY STATEMENT
The 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.
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.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
The details relating to Loans, Guarantees and Investments are
provided in the Notes to Financial Statements.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
90 Pond’s Exports Limited
ANNUAL RETURN EXTRACT
Extract 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 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.
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.
AUDITORS
M/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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO
The 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 energy
Your 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 Absorption
The 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 SAFETY, HEALTH, ENVIRONMENT AND QUALITY
launch ready product formulations in specific markets. The Company is committed to excellence in safety, health, environment
and quality management. It accords the highest priority to the health
Your Company is receiving support and guidance from Hindustan
and safety of its employees, customers and other stakeholders as
Unilever Limited and Unilever to drive functional excellence in
well as to the protection of the environment. The management of the
marketing, supply management, media buying and IT, among others,
which helps your Company in product improvement, cost reduction, Company is strongly focused on continuous improvement in these
product development / import substitution as also to remain areas which are fundamental to the sustainable growth of the Company.
competitive and further step-up its overall business performance
Unilever is committed to ensuring that the support in terms of new ACKNOWLEDGEMENTS
products, innovations, technologies and services is commensurate The Directors take this opportunity to thank all the stakeholders for
with the needs of your Company and enables it to win in the their support and co-operation.
marketplace.
There was no expenditure incurred on Research and Development On behalf of the Board
during the year under review.
Details of foreign exchange earnings and outgo as per the Companies Geetu Verma Girish Anantharaman
Act 2013, are given below. Director Director
(Rs. lakhs) Date : 29th April, 2015 (DIN: 00696047) (DIN: 06968479)
For the year ended For the year ended
31st March, 2015 31st March, 2014
I Earnings 11,157.75 11,090.39
II Outgo 3,140.38 2,645.33

Annexure to the Directors’ Report

Extract of Annual Return

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]

I. REGISTRATION AND OTHER DETAILS

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
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 : comsec.hul@unilever.com
vi) Whether listed Company : No
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A.

Annual Report 2014-15 Pond’s Exports Limited 91

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. Name and Description of NIC Code of the % to total turnover of the
No. main products / services Product/ service Company
1 Leather Footwear, shoe uppers 15201 92

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares held Applicable
No. Subsidiary/ Section
Associate
1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding 89.99 2(46)
Unilever House B. D. Sawant Marg, Company
Chakala, Andheri (East)
Mumbai - 400 099.

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding

No. of Shares held at the No. of Shares held at

beginning of the year the end of the year % Change
during
Category of % of Total % of Total the year
Demat Physical Total Demat Physical Total
Shareholders Shares Shares
A. Promoters
1. Indian
– Bodies Corporates - 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.00
2. Foreign - - - - - - - - -
Total shareholding - 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.00
of Promoter
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

ii) Shareholding of Promoters

Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. Name No. of Shares % of total % of Shares No. of Shares % of total % of Shares shareholding
Shares of the pledged / Shares of the pledged / during the
company encumbered company encumbered year
to total shares to total shares
1. Hindustan Unilever 1,79,10,126 89.99 NIL 1,79,10,126 89.99 NIL 0.00
Limited
2. Unilever India 19,90,015 10.00 NIL 19,90,015 10.00 NIL 0.00
Exports Limited
3. V. Balaraman 1 0.00 NIL 1 0.00 NIL 0.00
4. Dev Bajpai j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
5. Ritesh Tiwari j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
6. BP Biddappa j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited

92 Pond’s Exports Limited

 Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. Name No. of Shares % of total % of Shares No. of Shares % of total % of Shares shareholding
Shares of the pledged / Shares of the pledged / during the
company encumbered company encumbered year
to total shares to total shares
7. Unilever India 1 0.00 NIL 0 0.00 NIL 0.00
Exports Limited
j/w R. Sridhar
8. Unilever India 0 0.00 NIL 1 0.00 NIL 0.00
Exports Limited
j/w P. B. Balaji
9. Hemant Bakshi j/w 1 0.00 NIL 0 0.00 NIL 0.00
Hindustan Unilever
Limited
10. Hindustan Unilever 0 0.00 NIL 1 0.00 NIL 0.00
Limited j/w Priya
Nair
Total 1,99,00,147 100 NIL 1,99,00,147 100 NIL 0.00

iii) Change in Promoters’ Shareholding

Sl Shareholder’s Name Shareholding at the beginning Cumulative Shareholding
No. of the year during the year
No. of shares % of total shares No. of shares % of total shares
of the company of the company
1. Unilever India Exports Limited j/w R. Sridhar
At the beginning of the year 1 0.00 1 0.00
Sold on 11.08.2014 1 0.00 0 0.00
At 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 0.00
At the End 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
Sold on 28.11.2014 1 0.00 0 0.00
At the End of the year 0 0.00 0 0.00
4. Hindustan Unilever Limited j/w Priya Nair
At the beginning of the year 0 0.00 0 0.00
Purchased on 28.11.2014 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 in the Company during the financial year ended
31st March, 2015.

Annual Report 2014-15 Pond’s Exports Limited 93

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans
Unsecured Loans Deposits Total Indebtedness
excluding deposits
Indebtedness at the beginning of the financial year
i) Principal Amount - 4,50,00,000 - 4,50,00,000
ii) Interest due but not paid - 0 - 0
iii) Interest accrued but not due - 1,48,269 - 1,48,269
Total (i+ii+iii) 4,51,48,269 4,51,48,269
Change in Indebtedness during the financial year
• Addition - 10,50,00,000 - 10,50,00,000
• Reduction - 3,00,00,000 - 3,00,00,000
Net Change 7,50,00.000 7,50,00.000
Indebtedness at the end of the financial year
i) Principal Amount - 12,00,00.000 - 12,00,00.000
ii) Interest due but not paid - 0 - 0
iii) Interest accrued but not due - 9,16,143 - 9,16,143
Total (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.

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

Geetu Verma Girish Anantharaman

Mumbai : 29th April, 2015 Director Director
(DIN: 00696047) (DIN: 06968479)

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 received

Age Qualification Date of employment Designation / Gross (Rs.) Net (Rs.) Experience Last
Nature of duties employment
Rajangam David V 48 B.E 01.07.1988 Customer Service 74,48,597 54,07,458 26 -
Manager
- 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
- 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, 2013
On behalf of the Board

Geetu Verma Girish Anantharaman

Mumbai : 29th April, 2015 Director Director
(DIN: 00696047) (DIN: 06968479)

94 Pond’s Exports Limited

INDEPENDENT AUDITORS’ REPORT
to the Members of Pond’s Exports Limited
REPORT ON THE FINANCIAL STATEMENTS
We 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
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.
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.
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.
Annual Report 2014-15
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, its profit and its cash flows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order, 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.
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 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.
(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:
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. LLP
Chartered Accountants
Firm’s Registration No: 101248W/ W – 100022
Akeel Master
Place: Mumbai Partner
Date: 29th April, 2015 Membership No: 046768
Pond’s Exports Limited 95
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 (b) According to the information and explanations given to us,
particulars including quantitative details and situation of there are no dues of Income tax, Sales tax, Value added
fixed assets. tax, Service tax, Customs duty, Excise duty and cess which
have not been deposited with the appropriate authorities on
(b) 
The Company has a regular programme of physical account of any dispute other than those mentioned below:-
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 Period to
Company were physically verified by the management during which the Forum where
the year and no material discrepancies have been noticed on Name of Nature of Amount amount the dispute is
such verification. In our opinion, this periodicity of physical the statute dues (Rs. ‘000) relates pending
verification is reasonable having regard to the size of the Excise duty Excise duty 5.01 1999-2004 Customs,
Company and the nature of its assets. including Excise and
interest and Service Tax
(ii) (a) The inventory has been physically verified by the management penalty, as Appellate
during the year. For stocks lying with third parties at the applicable Tribunal,
year-end, written confirmations have been obtained. In our Chennai
opinion, the frequency of such verification is reasonable.
Income Tax Income tax, 32.82 2008-2014 Assessing
(b) The procedures for the physical verification of inventories including Officer
followed by the management are reasonable and adequate interest and
in relation to the size of the Company and the nature of its penalty, as
business. applicable
(c) The Company is maintaining proper records of inventory. (c) According to the information and explanations given to us
The discrepancies noticed on verification between the and on the basis of our examination of the records of the
physical stocks and the book records were not material. Company, there were no amounts which were required to be
transferred to the Investor Education and Protection Fund by
(iii) 
The Company has not granted any loans, secured or the Company, accordingly the provisions of clause 3(vii c) of
unsecured, to companies, firms or other parties covered in the Order are not applicable to the Company.
the register maintained under section 189 of the Act.
(viii)  The Company does not have accumulated losses at the end
(iv) 
In our opinion and according to the information and of the financial year and has not incurred cash losses during
explanations given to us, there is an adequate internal control the current financial year and in the immediately preceding
system commensurate with the size of the Company and the financial year.
nature of its business with regard to purchase of inventories
and fixed assets and sale of goods and services. In our (ix) 
According to the information and explanations given to
opinion and according to the information and explanations us, the Company does not have any borrowings from any
given to us, there is no continuing failure to correct major financial institution or bank nor has it issued any debentures
weakness in internal control system. as at the balance sheet date, accordingly the provisions of
clause 3(ix) of the Order are not applicable to the Company.
(v) The Company has not accepted any deposits from the public
in accordance with the provisions of sections 73 to 76 of the (x) According to the information and explanations given to us,
Act and the rules framed there under. the Company has not given any guarantee for loan taken by
others from bank or financial institution.
(vi) To the best of our knowledge and as explained, the Central
Government has not prescribed the maintenance of cost (xi) Based on the information and explanations given to us by the
records under section 148(1) of the Companies Act, 2013, for management, term loans were applied for the purpose for
the products and services of the Company. which the loans were obtained.
(vii) (a) According to the information and explanations given to us (xii) According to the information and explanations given to us,
and on the basis of our examination of the records of the no instances of material fraud on or by the Company has
Company, amounts deducted/accrued in the books of account been noticed or reported during the course of our audit.
in respect of undisputed statutory dues including Provident
Fund, Employees’ State Insurance, Income tax, Sales tax, For B S R & Co. LLP
Service tax, Customs duty, Excise duty, Value added tax, Chartered Accountants
Cess, Professional tax have been regularly deposited during Firm’s Registration No: 101248W/ W – 100022
the year by the Company with the appropriate authorities.
Akeel Master
According to the information and explanations given to us, Place: Mumbai Partner
no undisputed amounts payable in respect of Provident Date: 29th April, 2015 Membership No: 046768
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.

96 Pond’s Exports Limited

BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 3 199.00 199.00
Reserves and surplus 4 1,077.18 618.10
Non-current liabilities
Long-term borrowings 5 1,000.00 250.00
Other-long term liabilities 6 - 813.57
Long-term provisions 7 398.73 393.28
Current liabilities
Trade 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

ASSETS
Non-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 5,022.09
Significant accounting policies 2
Contingent liabilities 20

The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP Girish Anantharaman Geetu Verma
Firm Registration No: 101248W/W - 100022 Chairman Director
Chartered Accountants [DIN: 06968479] [DIN: 00696047]

Akeel Master Santosh Somani

Partner Company Secretary
Membership No: 046768 Membership No. A13469
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

Annual Report 2014-15 Pond’s Exports Limited 97

STATEMENT OF PROFIT AND LOSS
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Note Year Ended Year Ended

31st March, 2015 31st March, 2014

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 2
OTHER NOTES 33-50
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP Girish Anantharaman Geetu Verma
Firm’s Registration No: 101248W/W - 100022 Chairman Director
Chartered Accountants (DIN: 06968479) (DIN: 00696047)

Akeel Master Santosh Somani

Partner Company Secretary
Membership No: 046768 Membership No. A13469
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

98 Pond’s Exports Limited

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Year Ended Year Ended

31st March, 2015 31st March, 2014
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

Annual Report 2014-15 Pond’s Exports Limited 99

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

Year Ended Year Ended

31st March, 2015 31st March, 2014

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 For and on behalf of Board of Directors
For B S R & Co. LLP Girish Anantharaman Geetu Verma
Firm’s Registration No: 101248W/W - 100022 Chairman Director
Chartered Accountants (DIN: 06968479) (DIN: 00696047)

Akeel Master Santosh Somani

Partner Company Secretary
Membership No: 046768 Membership No. A13469
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

100 Pond’s Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. lakhs, unless otherwise stated)

1)
COMPANY INFORMATION Losses arising from the retirement of, and gains or losses arising
Pond’s Exports Limited (the ‘Company’) is a wholly owned subsidiary from disposal of tangible assets which are carried at cost are
of Hindustan Unilever Limited (HUL). The Company (bearing CIN recognised in the Statement of Profit and Loss.
number U24246TN1981PLC008785) was incorporated on May 26,
1981 and the Leather business was transferred from Hindustan Depreciation is provided on a pro-rata basis as per the useful life
Unilever Limited to this company with effect from April 1, 2002. The esimates prescribed under Schedule II to the Companies Act,
main objective of the Company is to manufacture and sell leather- 2013, except for certain class of assets. Summary of the useful life
upper and leather shoes to various customers, mainly in Europe, estimates for all class of assets is given below
Middle East, Africa etc. Asset Class Details
Freehold Land Not depreciable
2) SIGNIFICANT ACCOUNTING POLICIES Building Depreciated as per useful life estimate
2.1 Basis for preparation of accounts ranging from 30 to 60 years, aligned to
These financials statements have been prepared in accordance with Schedule II
the generally accepted accounting principles in India under historical Plant & Equipments Depreciated over 2 to 21 years based on the
cost convention on accrual basis. These financials statements have technical evaluation of useful life done by
been prepared to comply in all material aspects with applicable the Company
accounting standards notified under Section 133 of the Companies Office Equipments Depreciated as per useful life estimate not
Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 exceeding 5 years, aligned to Schedule II
Furniture & Fixtures Depreciated as per useful life estimate
All assets and liabilities have been classified as current or non- ranging from 5 to 10 years, aligned to
current as per the criteria set out in Schedule III of the Companies Schedule II
Act, 2013. The Company has ascertained its operating cycle as 12 Computers Depreciated as per useful life estimate not
months for the purpose of current – non current classification of exceeding 3 years, aligned to Schedule II
assets and liabilities.
Assessment for impairment is done at each Balance Sheet date as to
whether there is any indication that an asset (tangible and intangible)
2.2 Use of estimates may be impaired. For the purpose of assessing impairment, the
The preparation of the financial statements in conformity with smallest identifiable group of assets that generates cash inflows
the general accepted accounting principles requires that the from continuing use that are largely independent of the cash
management makes estimates and assumptions that affect the inflows from other assets or groups of assets is considered as a
reported amounts of assets and liabilities, disclosure of contingent cash generating unit. If any such indication exists, an estimate of
liabilities as at the date of the financial statements, and the reported the recoverable amount of the individual asset/cash generating unit
amounts of revenue and expenses during the reported period. Actual is made. Assets whose carrying value exceeds their recoverable
results could differ from those estimates. amount are written down to the recoverable amount by recognising
the impairment loss as an expense in the Statement of Profit and
2.3 Revenue recognition Loss. Recoverable amount is higher of an asset’s or cash generating
Revenue from sale of goods is recognised when all the significant unit’s net selling price and its value in use. Value in use is the present
risks and rewards of ownership in the goods are transferred to value of estimated future cash flows expected to arise from the
the buyer as per the terms of the contract, the Company retains continuing use of an asset and from its disposal at the end of its
no effective control of the goods transferred to a degree usually useful life. Assessment is also done at each Balance Sheet date as to
associated with ownership and no significant uncertainty exists whether there is any indication that an impairment loss recognised
regarding the amount of the consideration that will be derived from for an asset in prior accounting periods may no longer exist or may
the sale of goods. Sales are recognised net of trade discounts, have decreased.
rebates, sales taxes and excise duties.
2.6 Investments
Other operating revenue are inclusive of exports incentives such Investments are classified into current and non-current investments.
as duty drawbacks and premiums on sale of import licenses and is Current investments are stated at the lower of cost and fair
recognised on an accrual basis. value. Non-current investments are stated at cost. A provision for
diminution is made to recognise a decline, other than temporary,
2.4 Expenditure in the value of non-current. Investments that are readily realisable
Expenses are accounted for on accrual basis. 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
2.5 Tangible assets and depreciation investments’. All other investments are classified as ‘Non-current
Tangible assets are stated at acquisition cost, net of accumulated investments’.
depreciation and accumulated impairment losses, if any. Subsequent 2.7 Inventories
expenditures related to an item of tangible asset are added to its Inventories are valued at the lower of cost and net realisable value.
book value only if they increase the future benefits from the existing Cost is computed on a weighted average basis. The net realisable
asset beyond its previously assessed standard of performance. value is the estimated selling price in the normal course of business
considering obsolescence, estimated costs necessary to make the
Items of tangible assets that have been retired from active use and sale and other anticipated losses, wherever considered necessary.
are held for disposal are stated at the lower of their net book value Finished goods and work-in-progress include all costs of purchases,
and net realisable value and are shown separately in the financial conversion costs and other costs incurred in bringing the inventories
statements under ‘Other current assets’. Any expected loss is to their present location and condition.
recognised immediately in the Statement of Profit and Loss.
2.8 Trade receivables and loans and advances
Tangible assets not ready for the intended use on the date of Balance Trade Receivables and Loans and Advances are stated after making
Sheet are disclosed as ‘Capital work-in-progress’. adequate provisions for doubtful balances.

Annual Report 2014-15 Pond’s Exports Limited 101

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

2.9 Provisions and contingent liabilities Gratuity is the defined benefit Obligation and the gratuity fund
assets are being controlled by separate independent trust for entire
Provisions are recognised when there is a present obligation as a Hindustan Unilever Limited and its subsidiaries including Pond’s
result of a past event, it is probable that an outflow of resources Exports Limited. The in year current service cost of the Company
embodying economic benefits will be required to settle the obligation is recognized as a charge in the statement of profit and loss. The
and there is a reliable estimate of the amount of the obligation. liability of other short term employee benefits like Leave Encashment
Provisions are measured at the best estimate of the expenditure is determined as the undiscounted amount of short term employee
required to settle the present obligation at the balance sheet date benefits expected to be paid in exchange for the services rendered by
and are not discounted to its present value. These are reviewed at employees and is recognised during the period when the employee
each year end date and adjusted to reflect the best current estimate. renders the service.
Contingent liabilities are disclosed when there is a possible 2.14 Taxes on income
obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non occurrence of one or more Current tax is determined as the amount of tax payable in respect of
uncertain future events not wholly within the control of the company taxable income for the period.
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 Deferred tax is recognised for all the timing differences, subject
the obligation or a reliable estimate of the amount cannot be made. to the consideration of prudence in respect of deferred tax assets.
Deferred tax assets and liabilities are measured using the tax rates
2.10 Short-term employee benefits and tax laws that have been enacted or substantively enacted by the
Balance Sheet date. Deferred tax assets are recognised and carried
Employee benefits payable wholly within twelve months of receiving forward only to the extent that there is a reasonable certainty that
employee services are classified as short-term employee benefits. sufficient future taxable income will be available against which
These benefits include salaries and wages, bonus and ex-gratia. The such deferred tax assets can be realised. In situations where the
undiscounted amount of short-term employee benefits to be paid in Company has unabsorbed depreciation or carry forward tax losses,
exchange for employee services is recognized as an expense as the all deferred tax assets are recognised only if there is virtual certainty
related service is rendered by employees. supported by convincing evidence that they can be realised against
future taxable profits.
2.11 Cash and cash equivalents
In the cash flow statement, cash and cash equivalents include cash 2.15 Earning per share
in hand, demand deposits with banks, other short-term highly liquid Basic earnings per share is calculated by dividing the net profit
investments with original maturities of three months or less. for the period attributable to equity shareholders by the weighted
average number of equity shares outstanding during the period. The
2.12 Foreign currency transactions weighted average number of equity shares outstanding during the
Foreign currency transactions are accounted for at the exchange period and for all periods presented is adjusted for events, such as
rates prevailing at the date of the transaction. Gains and losses bonus shares, other than the conversion of potential equity shares,
resulting from the settlement of such transactions and from the that have changed the number of equity shares outstanding, without
translation of monetary assets and liabilities denominated in foreign a corresponding change in resources. For the purpose of calculating
currencies are recognised in the Statement of profit and loss. diluted earnings per share, the net profit for the period attributable
to equity shareholders and the weighted average number of shares
Forward exchange contracts outstanding as at the year end on outstanding during the period is adjusted for the effects of all dilutive
account of firm commitment transactions are marked to market potential equity shares.
and the losses, if any are recognised in the Statement of profit and
loss and gains are ignored in accordance with the Announcement 2.16 Segment reporting
of the Institute of Chartered Accountants of India on ‘Accounting for The accounting policies adopted for segment reporting are in line
Derivates’ issued in March 2008. with the accounting policies of the Company.
2.13 Employee benefits 2.17 Operating leases
The contributions to defined contribution schemes such as Leases in which a significant portion of the risks and rewards of
Provident Fund and ESIC are charged to the Statement of Profit ownership are retained by the lessor are classified as operating
and Loss as incurred. In respect of certain employees, Provident leases. Payments under such leases are charged to the statement
Fund contributions are made to a Trust administered by the Holding of profit and loss on a straight line basis over the period of the lease.
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.

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
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

102 Pond’s Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

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

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

As at As at
31st March, 2015 31st March, 2014
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
As at As at
31st March, 2015 31st March, 2014
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 90
Unilever India Exports Limited, subsidiary of Hindustan Unilever Limited 19,90,015 19,90,015
% of Holding 10 10

4) RESERVES AND SURPLUS

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

Annual Report 2014-15 Pond’s Exports Limited 103

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

5) LONG-TERM BORROWINGS
As at As at
31st March, 2015 31st March, 2014
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%

6) OTHER LONG-TERM LIABILITIES

As at As at
31st March, 2015 31st March, 2014
Amounts payable to Hindustan Unilever Limited, the holding company - 813.57
- 813.57

7) LONG-TERM PROVISIONS
As at As at
31st March, 2015 31st March, 2014
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

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

104 Pond’s Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

9) OTHER CURRENT LIABILITIES

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

As at As at
31st March, 2015 31st March, 2014
Other provisions 51.42 51.42
51.42 51.42

11) TANGIBLE ASSETS

Land Plant and Furniture & Office
Buildings Total
- Freehold Machinery Fixtures Equipments
Gross block
Balance 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 Block
Balance 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

Annual Report 2014-15 Pond’s Exports Limited 105

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

12) NON-CURRENT INVESTMENTS

(Valued at cost unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
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)

As at As at
31st March, 2015 31st March, 2014
Deferred tax assets
Provision for doubtful debts and advances 231.39 -
Expenses allowable for tax purposes when paid 13.20 -
244.59 -
Deferred tax liabilities
Depreciation (65.04) -
179.55 -

14) LONG TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
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)

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

106 Pond’s Exports Limited

 NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

16) TRADE RECEIVABLES

(Unsecured unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
Considered good
Outstanding for a period exceeding six months from the date they are due for payment - 45.96
Others 1,177.07 1,485.90
Considered doubtful
Outstanding 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

17) CASH AND BANK BALANCES

As at As at
31st March, 2015 31st March, 2014
Cash and cash equivalents
Cash on hand 0.65 0.85
Balances with banks
In current accounts 477.82 231.06
478.47 231.91

18) SHORT-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
Balance with excise, custom and sales tax authorities
Considered good 608.12 676.49
Considered doubtful 87.93 87.93
Less: Provision for doubtful advances (87.93) (87.93)
Others
Considered good 190.21 187.91
Considered doubtful 30.95 -
Less: Provision for doubtful advances (30.95) -
798.33 864.40

19) OTHER CURRENT ASSETS

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
Income accrued on deposits 5.93 5.28
Export benefits receivable 44.17 203.52
50.10 208.80

Annual Report 2014-15 Pond’s Exports Limited 107

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

20) CONTINGENT LIABILITIES

As at As at
31st March, 2015 31st March, 2014
CLAIMS AGAINST THE COMPANY NOT ACKNOWLEDGED AS DEBTS
Excise 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.

21) REVENUE FROM OPERATIONS

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

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

108 Pond’s Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

23) COST OF MATERIALS CONSUMED

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

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

Year Ended Year Ended

31st March, 2015 31st March, 2014
(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)

26) EMPLOYEE BENEFITS EXPENSES

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

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

Annual Report 2014-15 Pond’s Exports Limited 109

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

28) DEPRECIATION EXPENSE

Year Ended Year Ended
31st March, 2015 31st March, 2014
Depreciation on tangible assets 28.80 28.11
28.80 28.11

29) OTHER EXPENSES

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

30) EXCEPTIONAL ITEMS

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

110 Pond’s Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

32) EARNINGS PER SHARE

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

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

Year Ended Year Ended

31st March, 2015 31st March, 2014
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)
Year Ended Year Ended
31st March, 2014 31st March, 2013
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

Annual Report 2014-15 Pond’s Exports Limited 111

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

Year Ended Year Ended

31st March, 2015 31st March, 2014
- 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

Year Ended Year Ended

31st March, 2015 31st March, 2014
- Employer’s contribution to provident fund 6.92 7.92

38) CLOSING WORK IN PROGRESS

Year Ended Year Ended
31st March, 2015 31st March, 2014
Footwear, shoe uppers and other components 554.64 507.85
554.64 507.85

39) CLOSING FINISHED GOODS

Year Ended Year Ended
31st March, 2015 31st March, 2014
Footwear, shoe uppers and other components 86.79 47.76
86.79 47.76

40) RAW MATERIALS CONSUMED

Year Ended Year Ended
31st March, 2014 31st March, 2013
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.

112 Pond’s Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

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)
Year Ended Year Ended
31st March, 2015 31st March, 2014
Raw materials 3,000.48 2,447.23
Capital goods 17.83 -
3,018.31 2,447.23

43) PURCHASE OF TRADED GOODS

Year Ended Year Ended
31st March, 2015 31st March, 2014
Leather goods 65.79 85.03
65.79 85.03

44) EARNINGS IN FOREIGN EXCHANGE

Year Ended Year Ended
31st March, 2015 31st March, 2014
Export of goods
11,157.75 11,090.39
11,157.75 11,090.39

45) EXPENDITURE IN FOREIGN CURRENCY

Year Ended Year Ended
31st March, 2014 31st March, 2013
Agents commission 88.95 185.79
Travelling 4.18 7.28
Others 28.93 5.03
122.07 198.10

Annual Report 2014-15 Pond’s Exports Limited 113

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

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

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

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)

114 Pond’s Exports Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. lakhs, unless otherwise stated)

48) DISCLOSURE OF RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18

Ultimate Holding Company : Unilever PLC
Holding Company : Hindustan Unilever Limited
Fellow Subsidiaries : Unilever India Exports Limited

Details of transactions during the year with Related Parties:

Year Ended Year Ended

31st March, 2015 31st March, 2014
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.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP Girish Anantharaman Geetu Verma
Firm’s Registration No: 101248W/W - 100022 Chairman Director
Chartered Accountants (DIN: 06968479) (DIN: 00696047)

Akeel Master Santosh Somani

Partner Company Secretary
Membership No: 046768 Membership No. A13469
Mumbai : 29th April, 2015 Mumbai : 29th April, 2015

Annual Report 2014-15 Pond’s Exports Limited 115

Daverashola Estates Private Limited
DIRECTORS’ REPORT
DIRECTORS AUDITORS
K. Ganesh M/s. B S R & Co. LLP
Ritesh Tiwari
Ashwani Kumar Tyagi
To the Members,
Your Company’s Directors are pleased to present the 10th Annual Report of the Company along with Audited Accounts for the financial year
ended 31st March, 2015.
FINANCIAL RESULTS (Rs. in lakhs)
Revenue
Expenses
Profit/(Loss) for the Year
Profit and Loss Account balance brought forward from previous year
Profit and Loss Account balance carried forward
OPERATIONAL REVIEW
The Company has been exploring opportunities for utilization of
properties to generate revenue.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
DIRECTORS
The 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.
BOARD MEETINGS
The 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 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.
116 Daverashola Estates Private Limited
REGISTERED OFFICE
Unilever House
B. D. Sawant Marg
Chakala, Andheri (East)
Mumbai 400 099.
For the year ended For the year ended
31st March, 2015 31st March, 2014
- -
- -
- -
(33.72) (33.72)
(33.72) (33.72)
The interval between any two meetings was well within the maximum
allowed gap of 120 days.
RESPONSIBILITY STATEMENT
The 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.
PERSONNEL
The 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 INVESTMENTS
There 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.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
ANNUAL RETURN EXTRACT The Report given by the Auditors on the financial statements of the
Extract of Annual Return in Form MGT 9 under Section 92(3) and Company form part of this Report. There has been no qualification,
Rule 12 of the Companies (Management and Administration) Rules, reservation, adverse remark or disclaimer given by the Auditors in
2014 is appended as an Annexure to this Report. their Report.

DECLARATIONS AND CONFIRMATIONS CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The Company has adequate internal financial control system in & FOREIGN EXCHANGE EARNINGS AND OUTGO
place which operates effectively. According to the Directors of your The requirements under Section 134(3)(m) of the Companies Act,
Company, elements of risks that threaten the existence of your 2013, read with Rule 8 of the Companies [Audit & Auditors] Rules,
Company are very minimal. Hence, no separate risk management 2014 in so far as energy conservation, technology absorption and
policy is formulated. foreign exchange are concerned, are not applicable to the Company.
There were no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
ACKNOWLEDGEMENTS
The Directors take this opportunity to thank all the stakeholders for
status and Company’s operations in future.
their support and co-operation.
AUDITORS On behalf of the Board
M/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 K. Ganesh Ritesh Tiwari
Companies Act, 2013, the appointment of Auditors is to be ratified by Director Director
Members at every Annual General Meeting. Date : 5th May, 2015 (DIN: 06592716) (DIN: 05349994)

Annexure to the Directors’ Report

Extract of Annual Return

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]

I. REGISTRATION AND OTHER DETAILS

i) CIN : U15200MH2004PTC149035
ii) Registration Date : 8th October, 2004
iii) Name of the Company : Daverashola Estates Private Limited
iv) 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 – 400099
Telephone No : 022 39832532
E - mail : comsec.hul@unilever.com
vi) Whether listed Company : No
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. Name and Description of NIC Code of the % to total turnover of the
No. main products / services Product/ service Company
1 N.A - -

Annual Report 2014-15 Daverashola Estates Private Limited 117

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable
No. Subsidiary/ held Section
Associate

1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding 100 2(46)

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

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding

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
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares

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 2,21,700 2,21,700 100 - 2,21,700 2,21,700 100 0.00

of Promoter

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

ii) Shareholding of Promoters

Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. Name Shareholding
No. of Shares % of total % of Shares No. of Shares % of total % of Shares during the
Shares of the pledged / Shares of the pledged / year
company encumbered company encumbered
to total shares to total shares

1. Hindustan Unilever 1,71,700 77.44 NIL 1,71,700 77.44 NIL 0.00

Limited

2. K. Ganesh j/w 25,000 11.28 NIL 25,000 11.28 NIL 0.00

Hindustan Unilever
Limited

3. R. Sridhar j/w 25,000 11.28 NIL 0 0.00 NIL -11.28

Hindustan Unilever
Limited

4. Hindustan Unilever 0 0.00 NIL 25,000 11.28 NIL 11.28

Limited j/w
P. B. Balaji

Total 2,21,700 100 NIL 2,21,700 100 NIL 0.00

118 Daverashola Estates Private Limited

 iii) Change in Promoters’ Shareholding

Sl Name of the Shareholder Shareholding at the beginning Cumulative Shareholding

No. of the year during the year
% of total shares % of total shares
No. of shares No. of shares
of the Company of the Company
1. R. Sridhar j/w Hindustan Unilever Limited
At the beginning of the year 25,000 11.28 25,000 11.28
Sold on 13.08.2014 25,000 11.28 0 0.00
At the End of the year 0 0.00 0 0.00
2. Hindustan Unilever Limited j/w P. B. Balaji
At the beginning of the year 0 0.00 0 0.00
Purchased 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. For Each of the Directors and KMP Shareholding at the beginning Cumulative Shareholding
No. of the year during the year
% of total shares % of total shares
No. of shares No. of shares
of the company of the company
1. K. Ganesh j/w Hindustan Unilever Limited
At the beginning of the year 25,000 11.28 25,000 11.28
Bought 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.

On behalf of the Board

K. Ganesh Ritesh Tiwari

Mumbai : 5th May, 2015 Director Director
(DIN: 06592716) (DIN: 05349994)

Annual Report 2014-15 Daverashola Estates Private Limited 119

INDEPENDENT AUDITORS’ REPORT
to the Members of Daverashola Estates Private Limited
REPORT ON THE FINANCIAL STATEMENTS
We 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
STATEMENTS
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 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 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.
120 Daverashola Estates Private 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 profit 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.
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 and the Statement of Profit and Loss
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 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.
(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.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/ W – 100022
Akeel Master
Place: Mumbai Partner
Date: 05th May, 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) The Company does not hold any inventory.Accordingly, the
provisions of clause 3(ii) of the Order are not applicable to
the Company
(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.
(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.
(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) 
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.
Annual Report 2014-15
(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.
(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) The Company has not raised any term loans. Accordingly,
the provisions of clause 3(xi) of the Order are not applicable
to the Company.
(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.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/ W – 100022
Akeel Master
Place: Mumbai Partner
Date: 05th May, 2015 Membership No: 046768
Daverashola Estates Private Limited 121
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 3 2,217 2,217
Reserves and surplus 4 39,553 39,553
Non-current liabilities
Other long-term liabilities 5 2,922 2,922
TOTAL 44,692 44,692

ASSETS
Non-current assets
Fixed assets
Tangible assets 6 44,642 44,642
Long-term loans and advances 7 50 50
TOTAL 44,692 44,692
Significant accounting policies 2
The accompanying notes are an integral part of these financial statements
As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master K. Ganesh Ritesh Tiwari
Partner Director Director
Membership No: 046768 [DIN: 06592716] [DIN: 05349994]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note Year Ended Year Ended

31st March, 2015 31st March, 2014
Total Revenue – –
Total Expenses – –
Profit/(loss) before tax – –
Tax Expense
Current tax - -
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
As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master K. Ganesh Ritesh Tiwari
Partner Director Director
Membership No: 046768 [DIN: 06592716] [DIN: 05349994]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

122 Daverashola Estates Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

1) GENERAL INFORMATION
The 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 POLICIES

a 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.

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.

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorised
5,00,000 (31st March, 2014: 5,00,000) of Rs. 10 each 5,000 5,000

Issued, subscribed and paid up

2,21,700 equity shares (31st March, 2014: 2,21,700) of Rs. 10 each
2,217
[All shares are held by Hindustan Unilever Limited, the Holding Company and 2,217
its nominees]
2,217 2,217

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 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 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 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

As at As at
31st March, 2015 31st March, 2014
Equity Shares
2,21,700 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

Annual Report 2014-15 Daverashola Estates Private Limited 123

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. 000, unless otherwise stated)

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

As at As at
31st March, 2015 31st March, 2014
Equity Shares 2,21,700 2,21,700
Number of shares held by Hindustan Unilever Limited, the holding company and its nominees
Percentage of holding 100 100

4) RESERVES AND SURPLUS

As at As at
31st March, 2014 31st March, 2015
Securities premium account 42,925 42,925
Surplus in statement of profit and loss (3,372) (3,372)
39,553 39,553

5) OTHER LONG-TERM LIABILITIES

As at As at
31st March, 2015 31st March, 2014
Amounts payable to Hindustan Unilever Limited, the holding company 2,922 2,922
2,922 2,922

6) TANGIBLE ASSETS

Leasehold Land Total

GROSS BLOCK
Balance as at 1st April 2013 44,642 44,642
Additions - -
Deletions - -
Balance as at 31st March 2014 44,642 44,642
Additions - -
Deletions - -
BALANCE AS AT 31ST MARCH 2015 44,642 44,642

ACCUMULATED DEPRECIATION
Balance as at 1st April 2013 - -
Additions - -
Deletions - -
Balance as at 31st March 2014 - -
Additions - -
Deletions - -
BALANCE AS AT 31ST MARCH 2015 - -

NET BLOCK
Balance as at 31st March 2014 44,642 44,642
BALANCE AS AT 31ST MARCH 2015 44,642 44,642

124 Daverashola Estates Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. 000, unless otherwise stated)

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.

7) LONG-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
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.
As at As at
31st March, 2015 31st March, 2014
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

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master K. Ganesh Ritesh Tiwari
Partner Director Director
Membership No: 046768 [DIN: 06592716] [DIN: 05349994]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Daverashola Estates Private Limited 125

Jamnagar Properties Private Limited

DIRECTORS’ REPORT

DIRECTORS AUDITORS REGISTERED OFFICE

K. Ganesh M/s. B S R & Co, LLP Unilever House
Ritesh Tiwari B. D. Sawant Marg
Ashwani Kumar Tyagi Chakala, 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)
For the year ended For the year ended
31st March, 2015 31st March, 2014
Revenue - -
Less: Expenses 11.45 11.45
Profit / (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)

OPERATIONAL REVIEW
The Company has been exploring opportunities for utilization of
properties to generate revenue.
DIVIDEND
The Directors do not recommend any dividend for the year under
review.
DIRECTORS
The 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 MEETINGS
The 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.
RESPONSIBILITY STATEMENT
The 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.
PERSONNEL
The 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.

126 Jamnagar Properties Private Limited

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
There 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.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
ANNUAL RETURN EXTRACT
Extract 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 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.
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.
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 OUTGO
The 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.
ACKNOWLEDGEMENTS
The Directors take this opportunity to thank all the stakeholders for
their support and co-operation.
On behalf of the Board
K. Ganesh Ritesh Tiwari
Director Director
Date: 5th May, 2015 (DIN: 06592716) (DIN: 05349994)

AUDITORS
M/s. B S R & Co. LLP were appointed as Statutory Auditors of
your Company at the last Annual General Meeting for a term of

Annexure to the Directors’ Report

Extract of Annual Return

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]

I. REGISTRATION AND OTHER DETAILS

i) CIN : U70101MH2006PTC165144
ii) Registration Date : 16th October, 2006
iii) Name of the Company : Jamnagar Properties Private Limited
iv) 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 – 400099
Telephone No : 022 3983 2532
E - mail : comsec.hul@unilever.com
vi) Whether listed company : No
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A.

Annual Report 2014-15 Jamnagar Properties Private Limited 127

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 of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 N.A - -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable
No. Subsidiary/Associate held Section
1 Hindustan Unilever Limited, L15140MH1933PLC002030 Holding Company 100 2(46)
Unilever House, B. D. Sawant Marg,
Chakala, Andheri (East),
Mumbai - 400 099.

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding

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
Demat Physical Total % of Total Demat Physical Total % of Total year
Shares 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 - 50,00,000 50,00,000 100 - 50,00,000 50,00,000 100 0.00
Promoter
B. Public Shareholding - - - - - - - - -
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

ii) Shareholding of Promoters

Sl. Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. Name Shareholding
No. of Shares % of total % of Shares No. of Shares % of total % of Shares during the
Shares of the pledged / Shares of the pledged / year
Company encumbered to Company encumbered to
total shares total shares
1 Hindustan Unilever 49,99,999 100 NIL 49,99,999 100 NIL 0.00
Limited
2. R. Sridhar j/w 1 0.00 NIL 0 0.00 NIL 0.00
Hindustan Unilever
Limited
3. Hindustan Unilever 0 0.00 NIL 1 0.00 NIL 0.00
Limited
j/w P. B. Balaji

Total 50,00,000 100 NIL 50,00,000 100 NIL 0.00

128 Jamnagar Properties Private Limited

 iii) Change in Promoters’ Shareholding

Sl. Name of the Shareholder Shareholding at the Cumulative Shareholding

No. beginning of the year during the year
No. of shares % of total shares No. of shares % of total shares
of the company of the company
1. R. Sridhar j/w Hindustan Unilever Limited
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
2. Hindustan Unilever Limited j/w P. B. Balaji
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.

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, during the year.

On behalf of the Board

K. Ganesh Ritesh Tiwari

Director Director
Mumbai : 5th May, 2015 (DIN: 06592716) (DIN: 05349994)

Annual Report 2014-15 Jamnagar Properties Private Limited 129

INDEPENDENT AUDITORS’ REPORT
to the Members of Jamnagar Properties Private Limited
REPORT ON THE FINANCIAL STATEMENTS
 e have audited the accompanying financial statements of Jamnagar
W generally accepted in India, of the state of affairs of the Company as
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.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL
STATEMENTS
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.
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 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
130 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
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.
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 and the Statement of Profit and Loss
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 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.
(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
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 Partner
Date: 05th May, 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) The Company does not hold any inventory. Accordingly, the
provisions of clause 3(ii) of the Order are not applicable to
the Company
(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.
(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.
(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) 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.
Annual Report 2014-15
(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 and 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) The Company has not raised any term loans. Accordingly, the
provisions of clause 3(xi) of the Order are not applicable to
the Company.
(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
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/ W – 100022
Akeel Master
Place: Mumbai Partner
Date: 05th May, 2015 Membership No: 046768
Jamnagar Properties Private Limited 131
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 3 50,000 50,000
Reserves and surplus 4 (9,730) (8,585)
TOTAL 40,270 41,415

ASSETS
Non-current assets
Fixed assets
Tangible assets 5 40,270 41,415
TOTAL 40,270 41,415
Significant accounting policies 2
The accompanying notes are an integral part of these financial statements
As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP K. Ganesh Ritesh Tiwari
Firm Registration No: 101248W/W - 100022 Director Director
Chartered Accountants [DIN: 06592716] [DIN: 05349994]

Akeel Master Bhupesh Gouniyal

Partner Company Secretary
Membership No: 046768 Membership No: ACS7668
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note Year Ended Year Ended

31st March, 2015 31st March, 2014
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 2
The accompanying notes are an integral part of these financial statements
As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP K. Ganesh Ritesh Tiwari
Firm Registration No: 101248W/W - 100022 Director Director
Chartered Accountants [DIN: 06592716] [DIN: 05349994]

Akeel Master Bhupesh Gouniyal

Partner Company Secretary
Membership No: 046768 Membership No: ACS7668
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

132 Jamnagar Properties Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

1) COMPANY INFORMATION
The 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 POLICIES

A. 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.
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
As at As at
31st March, 2015 31st March, 2014
Authorised
50,00,000 (31st March, 2014: 50,00,000) of Rs. 10 each 50,000 50,000

Issued, subscribed and paid up

50,00,000 (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

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 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 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 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.

Annual Report 2014-15 Jamnagar Properties Private Limited 133

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. 000, unless otherwise stated)

C. SHARES HELD BY HOLDING COMPANY

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

Equity Shares
50,00,000 equity shares (31st March, 2014:50,00,000) of Rs.10 each 50,000 50,000
are held by Hindustan Unilever Limited, the holding company and its nominee

D. DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES
IN THE COMPANY

As at As at
31st March, 2015 31st March, 2014
Equity Shares
Number of shares held by Hindustan Unilever Limited, the holding company and its nominee 50,00,000 50,00,000
Percentage of holding 100 100

4) RESERVES AND SURPLUS

As at As at
31st March, 2015 31st March, 2014
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 BLOCK
Balance as at 1st April, 2013 50,000 50,000
Additions -
Deletions -
Balance as at 31st March, 2014 50,000 50,000
Additions -
Deletions -
BALANCE AS AT 31ST MARCH, 2015 50,000 50,000

ACCUMULATED DEPRECIATION
Balance as at 1st April, 2013 7,440 7,440
Additions 1,145 1,145
Deletions
Balance as at 31st March, 2014 8,585 8,585
Additions 1,145 1,145
Deletions -
BALANCE AS AT 31ST MARCH, 2015 9,730 9,730

NET BLOCK
Balance as at 31st March, 2014 41,415 41,415
BALANCE AS AT 31ST MARCH, 2015 40,270 40,270

134 Jamnagar Properties Private Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. 000, unless otherwise stated)

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

For the year ended For the year ended
31st March, 2015 31st March, 2014
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.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP K. Ganesh Ritesh Tiwari
Firm Registration No: 101248W/W - 100022 Director Director
Chartered Accountants [DIN: 06592716] [DIN: 05349994]

Akeel Master Bhupesh Gouniyal

Partner Company Secretary
Membership No: 046768 Membership No: ACS7668
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Jamnagar Properties Private Limited 135

Levers Associated Trust Limited
DIRECTORS’ REPORT
DIRECTORS AUDITORS
Dinesh Thapar M/s. B S R & Co. LLP
Ritesh Tiwari
Sumit Sen
Aakriti Chandra
To the Members,
Your Company’s Directors are pleased to present the 68th Annual
Report of the Company along with Audited Accounts for the financial
year ended 31st March, 2015.
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.
DIVIDEND
The Directors do not recommend any dividend for the year.
DIRECTORS
The 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.
BOARD MEETINGS
The 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 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,
136 Levers Associated Trust Limited
REGISTERED OFFICE
Unilever House
B. D. Sawant Marg
Chakala, Andheri East
Mumbai - 400 099.
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 STATEMENT
Your 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 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.
PERSONNEL
The 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
INVESTMENTS
There 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.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
ANNUAL RETURN EXTRACT
Extract 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 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.
DIRECTORS’ REPORT
There were no significant and material orders passed by the CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Regulators or Courts or Tribunals impacting the going concern & FOREIGN EXCHANGE EARNINGS AND OUTGO
status and Company’s operations in future. The requirements under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in
AUDITORS so far as energy conservation, technology absorption and foreign
M/s. B S R & Co. LLP were appointed as Statutory Auditors of exchange are concerned, are not applicable to the Company.
your Company at the last Annual General Meeting for a period of
five consecutive years. As per the provisions of Section 139 of the ACKNOWLEDGEMENTS
Companies Act, 2013, the appointment of Auditors is to be ratified by The Directors take this opportunity to thank all the stakeholders for
Members at every Annual General Meeting. their support and co-operation.
The Report given by the Auditors on the financial statements of
the Company is part of the Annual Report. There has been no
On behalf of the Board
qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report.
Dinesh Thapar Ritesh Tiwari
Director Director
Date : 5th May, 2015 (DIN: 05288401) (DIN: 05349994)

Annexure to the Directors’ Report

Extract of Annual Return

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]

I. REGISTRATION AND OTHER DETAILS

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 : comsec.hul@unilever.com
vi) Whether listed company : No
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. Name and Description of NIC Code of the % to total turnover of

No. main products/services Product/ service the Company
1 N.A - -

Annual Report 2014-15 Levers Associated Trust Limited 137

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. Name and Address CIN/GLN Holding/ % of shares held Applicable
No. of the Company Subsidiary/ Section
Associate
1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding 99.99% 2(46)
Unilever House B. D. Sawant Marg, Company
Chakala, Andheri (East)
Mumbai - 400 099.

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding

Category of No. of Shares held at the No. of Shares held at % Change

Shareholders beginning of the year the end of the year during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
1. Indian
– Bodies Corporates - 50,000 50,000 100 - 50,000 50,000 100 0.00
2. Foreign - - - - - - - - -
Total Shareholding - 50,000 50,000 100 - 50,000 50,000 100 0.00
of Promoter
B. Public Shareholding - - - - - - - - -
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

ii) Shareholding of Promoters

Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year %
No. Name change in
No. of Shares % of total % of Shares No. of Shares % of total % of Shares Shareholding
Shares of pledged / Shares pledged / during the
the company encumbered of the encumbered year
to total company to total
shares shares
1 Hindustan Unilever 49,994 99.99 NIL 49,994 99.99 NIL 0.00
Limited
2 Levindra Trust 1 0.00 NIL 1 0.00 NIL 0.00
Limited
3. Ajay Lalvani j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
4. BP Biddappa j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
5. Unilever India 1 0.00 NIL 0 0.00 NIL 0.00
Exports Limited
j/w R. Sridhar
6. Unilever India 0 0.00 NIL 1 0.00 NIL 0.00
Exports Limited
j/w P. B. Balaji

138 Levers Associated Trust Limited

 Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year %
No. Name change in
No. of Shares % of total % of Shares No. of Shares % of total % of Shares Shareholding
Shares of pledged / Shares pledged / during the
the company encumbered of the encumbered year
to total company to total
shares shares
7. Hemant Bakshi j/w 1 0.00 NIL 0 0.00 NIL 0.00
Hindustan Unilever
Limited
8. Hindustan Unilever 0 0.00 NIL 1 0.00 NIL 0.00
Limited j/w Priya
Nair
Total 50,000 100 NIL 50,000 100 NIL 0.00

iii) Change in Promoters’ Shareholding

Sl. Name of the Shareholder Shareholding at the beginning Cumulative Shareholding

No. of the year during the year
% of total % of total
No. of No. of
shares shares
shares shares
of the Company of the Company
1. R. Sridhar j/w Unilever India Exports Limited
At the beginning of the year 1 0.00 1 0.00
Sold on 14.08.2014 1 0.00 0 0.00
At 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 14.08.2014 1 0.00 1 0.00
At the End 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
Sold on 25.11.2014 1 0.00 0 0.00
At the End of the year 0 0.00 0 0.00
4. Hindustan Unilever Limited j/w Priya Nair
At the beginning of the year 0 0.00 0 0.00
Purchased on 25.11.2014 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 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.
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, during the year.
On behalf of the Board

Dinesh Thapar Ritesh Tiwari

Mumbai : 5th May, 2015 Director Director
(DIN: 05288401) (DIN: 05349994)

Annual Report 2014-15 Levers Associated Trust Limited 139

INDEPENDENT AUDITORS’ REPORT
to the Members of Levers Associated Trust Limited
REPORT ON THE FINANCIAL STATEMENTS
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.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL
STATEMENTS
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 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.
140 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. 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.
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 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.
(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:
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
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 Partner
Date: 05 May, 2015 Membership No: 046768
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT - 31 MARCH, 2015
(Referred to in our report of even date)
(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.
(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.
(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.
(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 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
Annual Report 2014-15
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.
(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) The Company has not raised any term loans. Accordingly, the
provisions of clause 3(xi) of the Order are not applicable to
the Company.
(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.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/ W – 100022
Akeel Master
Place: Mumbai Partner
Date: 05 May, 2015 Membership No: 046768
Levers Associated Trust Limited 141
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 3 500 500
TOTAL 500 500

ASSETS
Current assets
Cash and bank balances 4 500 500
TOTAL 500 500
Significant accounting policies 2
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note Year Ended Year Ended

31st March, 2015 31st March, 2014
Total Revenue – –
Total Expenses – –
Profit/(loss) before tax
Tax expense - -
Profit/(loss) for the year – –
Earnings per equity share – –
Basic and diluted (Face value of Rs. 10 each) – –
Significant accounting policies 2
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

142 Levers Associated Trust Limited

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Year ended Year ended

31st March, 2015 31st March, 2014
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’.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Levers Associated Trust Limited 143

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

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 POLICIES

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.

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorised
50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500

Issued, subscribed and fully Paid up

50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500
500 500

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 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.

C. SHARES HELD BY HOLDING COMPANY

As at As at
31st March, 2015 31st March, 2014
EQUITY SHARES:
50,000 Equity shares (31st March, 2014:50,000) of Rs.10/- each 500 500
are held by Hindustan Unilever Limited, the holding company

144 Levers Associated Trust Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. 000, unless otherwise stated)

D. DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES IN THE
COMPANY
As at As at
31st March, 2015 31st March, 2014
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 As at
31st March, 2015 31st March, 2014
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

For the year ended For the year ended

31st March, 2015 31st March, 2014
HOLDING COMPANY
- Advances repaid by the Holding Company - 4

6) Previous year’s financial statements were audited by a firm of Chartered Accountants other than B S R & Co. LLP.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Levers Associated Trust Limited 145

Levindra Trust Limited
DIRECTORS’ REPORT
DIRECTORS AUDITORS
Daisy Bharucha M/s. B S R & Co. LLP
C. S. Varghese
Ashok Anchan
Jayanta Kumar Roy
To the Members,
Your Company’s Directors are pleased to present the 68th Annual
Report of the Company along with Audited Accounts for the financial
year ended 31st March, 2015.
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.
DIVIDEND
The Directors do not recommend any dividend for the year under review.
DIRECTORS
In 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.
BOARD MEETINGS
The 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 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, 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 STATEMENT
Your 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 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.
v. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate
and operating effectively.
146 Levindra Trust Limited
REGISTERED OFFICE
Unilever House
B. D. Sawant Marg
Chakala, Andheri East
Mumbai - 400 099.
PERSONNEL
The 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
INVESTMENTS
There 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.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
ANNUAL RETURN EXTRACT
Extract 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 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.
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.
AUDITORS
M/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 OUTGO
The 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.
ACKNOWLEDGEMENTS
The Directors take this opportunity to thank all the stakeholders for
their support and co-operation.
On behalf of the Board
Daisy Bharucha Ashok Anchan
Director Director
Date : 5th May, 2015 (DIN: 02967823) (DIN: 06616491)
Annexure to the Directors’ Report
Extract of Annual Return

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]

I. REGISTRATION AND OTHER DETAILS

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

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 : comsec.hul@unilever.com

vi) Whether listed Company : No

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. Name and Description of NIC Code of the % to total turnover

No. main products / services Product/service of the Company

1 N.A - -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares held Applicable
No. Subsidiary/ Section
Associate

1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding 99.99 2(46)

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

Annual Report 2014-15 Levindra Trust Limited 147

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding

Category of Shareholders No. of Shares held at the No. of Shares held at % Change
beginning of the year the end of the year during
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
A. Promoters
1. Indian
– Bodies Corp. - 50,000 50,000 100 - 50,000 50,000 100 0.00
2. Foreign - - - - - - - - -
Total Shareholding - 50,000 50,000 100 - 50,000 50,000 100 0.00
of Promoter
B. Public Shareholding - - - - - - - - -
C. Shares held by Custodian - - - - - - - - -
for GDRs & ADRs
Grand Total (A+B+C) - 50,000 50,000 100 - 50,000 50,000 100 N.A

ii) Shareholding of Promoters

Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year % change
No. Name in Share
No. of % of Shares % of Shares pledged No. of % of total % of Shares pledged holding
Shares total Shares of / encumbered to total Shares Shares of the / encumbered to during
the Company shares Company total shares the year

1. Hindustan Unilever 49,994 99.99 NIL 49,994 99.99 NIL 0.00

Limited
2. Hindlever Trust 1 0.00 NIL 1 0.00 NIL 0.00
Limited
3. Ajay Lalvani j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
4. Dev Bajpai j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
5. BP Biddappa j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
6. Unilever India 1 0.00 NIL 0 0.00 NIL 0.00
Exports Limited
j/w R. Sridhar
7. Unilever India 0 0.00 NIL 1 0.00 NIL 0.00
Exports Limited
j/w P. B. Balaji
8. Hemant Bakshi j/w 1 0.00 NIL 0 0.00 NIL 0.00
Hindustan Unilever
Limited
9. Hindustan 0 0.00 NIL 1 0.00 NIL 0.00
Unilever Limited
j/w Priya Nair
Total 50,000 100 NIL 50,000 100 NIL 0.00

148 Levindra Trust Limited

iii) Change in Promoters’ Shareholding
Sl Name of Shareholders Shareholding at the beginning Cumulative Shareholding
No. of the year during the year
No. of shares % of total shares of No. of shares % of total shares of
the company the company
1. Unilever India Exports Limited j/w R. Sridhar
At the beginning of the year 1 0.00 1 0.00
Sold on 25.08.2014 1 0.00 0 0.00
At 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 25.08.2014 1 0.00 1 0.00
At the End 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
Sold on 25.11.2014 1 0.00 0 0.00
At the End of the year 0 0.00 0 0.00
4. Hindustan Unilever Limited j/w Priya Nair
At the beginning of the year 0 0.00 0 0.00
Purchased on 25.11.2014 0 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 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

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.

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

Daisy Bharucha Ashok Anchan

Mumbai : 5th May, 2015 Director Director
(DIN: 02967823) (DIN: 06616491)

Annual Report 2014-15 Levindra Trust Limited 149

INDEPENDENT AUDITORS’ REPORT
to the Members of Levindra Trust Limited
REPORT ON THE FINANCIAL STATEMENTS
We 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.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL
STATEMENTS
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 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.
150 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.
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.
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 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.
(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:
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
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 Partner
Date: 05 May, 2015 Membership No: 046768
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT - 31 MARCH, 2015
(Referred to in our report of even date)
(i) A
 ccording 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.
(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.
(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.
(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,
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.
Annual Report 2014-15
(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.
(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.
(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) The Company has not raised any term loans. Accordingly, the
provisions of clause 3(xi) of the Order are not applicable to
the Company.
(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.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/ W - 100022
Akeel Master
Place: Mumbai Partner
Date: 05 May, 2015 Membership No: 046768
Levindra Trust Limited 151
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholder's funds
Share capital 3 500 500
TOTAL 500 500

ASSETS
Current assets
Cash and bank balances 4 500 500
TOTAL 500 500
Significant accounting policies 2
The accompanying notes are an integral part of these financial statements.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Daisy Bharucha Ashok Anchan
Partner Director Director
Membership No: 046768 [DIN: 02967823] [DIN: 06616491]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note Year Ended Year Ended

31st March, 2015 31st March, 2014
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.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Daisy Bharucha Ashok Anchan
Partner Director Director
Membership No: 046768 [DIN: 02967823] [DIN: 06616491]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

152 Levindra Trust Limited

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Year Ended Year Ended

31st March, 2015 31st March, 2014
A CASH FLOW FROM OPERATING ACTIVITIES
Cash generated 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 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’.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Daisy Bharucha Ashok Anchan
Partner Director Director
Membership No: 046768 [DIN: 02967823] [DIN: 06616491]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Levindra Trust Limited 153

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

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 POLICIES

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.

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorised
50,000(31st March, 2014: 50,000) Equity shares of Rs. 10 each 500 500

Issued, subscribed & Paid up

50,000(31st March, 2014: 50,000) Equity shares of Rs. 10 each fully paid up 500 500
500 500

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 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.

C. SHARES HELD BY HOLDING COMPANY

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

154 Levindra Trust Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. 000, unless otherwise stated)

D) DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES IN THE
COMPANY

As at As at
31st March, 2015 31st March, 2014
Number of shares held by Hindustan Unilever Limited, the holding company 50,000 50,000
Percentage of holding 100 100

4) CASH AND CASH EQUIVALENTS

As at As at
31st March, 2015 31st March, 2014
Balances with banks
In 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)  ISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND HOLDING COMPANY AND THE STATUS OF OUTSTANDING BALANCES
D
AS AT 31ST MARCH, 2015

For the year ended For the year ended

31st March, 2015 31st March, 2014
Holding Company
- Advances repaid by Holding Company - 4

6) Previous year’s financial statements were audited by a firm of Chartered Accountants other than B S R & Co. LLP.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Daisy Bharucha Ashok Anchan
Partner Director Director
Membership No: 046768 [DIN: 02967823] [DIN: 06616491]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Levindra Trust Limited 155

Hindlever Trust Limited
DIRECTORS’ REPORT
DIRECTORS AUDITORS
Dinesh Thapar M/s. B S R & Co. LLP
Ritesh Tiwari
Sumit Sen
Aakriti Chandra
To the Members,
Your Company’s Directors are pleased to present the 57th Annual
Report of the Company along with Audited Accounts for the financial
year ended 31st March, 2015.
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.
DIVIDEND
The Directors do not recommend any dividend for the year under
review.
DIRECTORS
The 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.
BOARD MEETINGS
The 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 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
156 Hindlever Trust Limited
REGISTERED OFFICE
Unilever House
B. D. Sawant Marg
Chakala, Andheri (East)
Mumbai - 400 099.
interval between any two meetings was well within the maximum
allowed gap of 120 days.
RESPONSIBILITY STATEMENT
Your 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 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.
v. they had devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were
adequate and operating effectively.
PERSONNEL
The 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 INVESTMENTS
There 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.
DEPOSITS
The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
ANNUAL RETURN EXTRACT
Extract 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 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.
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.
AUDITORS ACKNOWLEDGEMENTS
M/s. B S R & Co. LLP were appointed as Statutory Auditors of The Directors take this opportunity to thank all the stakeholders for
your Company at the last Annual General Meeting for a period of their support and co-operation.
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. On behalf of the Board

The Report given by the Auditors on the financial statements of Dinesh Thapar Ritesh Tiwari
the Company is part of the Annual Report. There has been no Director Director
qualification, reservation, adverse remark or disclaimer given by the Mumbai : 5th May, 2015 (DIN: 05288401) (DIN: 05349994)
Auditors in their Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUTGO
The 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.

Annexure to the Directors’ Report

Extract of Annual Return

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]

I. REGISTRATION AND OTHER DETAILS

i) CIN : U65990MH1958PLC011060
ii) Registration Date : 1st April,1958
iii) Name of the Company : Hindlever 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 : comsec.hul@unilever.com

vi) Whether listed company : No

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 of main products / services NIC Code of the Product/ service % to total turnover of the Company
1 N.A - -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ % of shares Applicable
No. Associate held Section
1 Hindustan Unilever Limited, L15140MH1933PLC002030 Holding Company 99.99 2(46)
Unilever House, B. D. Sawant Marg, Chakala,
Andheri (East), Mumbai - 400 099.

Annual Report 2014-15 Hindlever Trust Limited 157

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding

Category of Shareholders No. of Shares held No. of Shares held %

at the beginning of the year at the end of the year Change
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
A. Promoters
1. Indian
– Bodies Corp. - 50,000 50,000 100 - 50,000 50,000 100 0.00
2. Foreign - - - - - - - - -
Total shareholding of Promoter (A) - 50,000 50,000 100 - 50,000 50,000 100 0.00
B. 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

ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year % change
Sl. Shareholder’s % of Shares % of Shares in Share
No. of % of total % of total holding
No. Name pledged / No. of pledged /
Shares Shares of the Shares of the during the
encumbered to Shares encumbered to
Company Company year
total shares total shares
1. Hindustan Unilever 49,994 99.99 NIL 49,994 99.99 NIL 0.00
Limited
2. Levers Associated 1 0.00 NIL 1 0.00 NIL 0.00
Trust Limited
3. Ajay Lalvani j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
4. Dev Bajpai j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
5. BP Biddappa j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever
Limited
6. Unilever India 1 0.00 NIL 0 0.00 NIL 0.00
Exports Limited j/w
R. Sridhar
7. Unilever India 0 0.00 NIL 1 0.00 NIL 0.00
Exports Limited j/w
P. B. Balaji
8. Hemant Bakshi j/w 1 0.00 NIL 0 0.00 NIL 0.00
Hindustan Unilever
Limited
9. Hindustan Unilever 0 0.00 NIL 1 0.00 NIL 0.00
Limited j/w Priya
Nair
Total 50,000 100 NIL 50,000 100 NIL 0.00

158 Hindlever Trust Limited

 iii) Change in Promoters’ Shareholding

Sl. Name of the Shareholder Shareholding at the beginning Cumulative Shareholding

No. of the year during the year
No. of % of total shares No. of % of total shares
shares of the Company shares of the Company
1. Unilever India Exports Limited j/w R. Sridhar
At the beginning of the year 1 0.00 1 0.00
Sold on 14.08.2014 1 0.00 0 0.00
At 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 14.08.2014 1 0.00 1 0.00
At the End 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
Sold on 25.11.2014 1 0.00 0 0.00
At the End of the year 0 0.00 0 0.00
4. Hindustan Unilever Limited j/w Priya Nair
At the beginning of the year 0 0.00 0 0.00
Purchased on 25.11.2014 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 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

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

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

Ritesh Tiwari Dinesh Thapar

Mumbai : 5th May, 2015 Director Director
(DIN: 05349994) (DIN: 05288401)

Annual Report 2014-15 Hindlever Trust Limited 159

INDEPENDENT AUDITORS’ REPORT
to the Members of Hindlever Trust Limited
REPORT ON THE FINANCIAL STATEMENTS
 have audited the accompanying financial statements of Hindlever
We
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.
MANAGEMENT’S RESPONSIBILITY FOR THE
FINANCIAL STATEMENTS
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 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.
160 Hindlever 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. 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.
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 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.
(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:
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
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 Partner
Date: 05th May, 2015 Membership No: 046768
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT - 31 MARCH, 2015
(Referred to in our report of even date)
(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.
(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.
(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.
(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,
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.
Annual Report 2014-15
(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.
(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) The Company has not raised any term loans. Accordingly, the
provisions of clause 3(xi) of the Order are not applicable to
the Company.
(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.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/ W - 100022
Akeel Master
Place: Mumbai Partner
Date: 05th May, 2015 Membership No: 046768
Hindlever Trust Limited 161
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note As at As at
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders’ funds
Share capital 3 500 500
TOTAL 500 500

ASSETS
Current assets
Cash and bank balances 4 500 500
TOTAL 500 500
Significant accounting policies 2
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Note Year Ended Year Ended

31st March, 2015 31st March, 2014
Total Revenue – –
Total Expenses – –

Profit/(loss) before tax – –

Tax expense – –
Profit/(loss) for the year – –
Earnings per equity share – –
Basic and diluted (Face value of Rs. 10 each)
Significant accounting policies 2 – –
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

162 Hindlever Trust Limited

CASH FLOW STATEMENT
for the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

Year ended Year ended

31st March, 2015 31st March, 2014
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’.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Hindlever Trust Limited 163

NOTES
to the financial statements for the year ended 31st March, 2015
(All amounts in Rs. 000, unless otherwise stated)

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 POLICIES

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.

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorised:
50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500

Issued, subscribed and fully paid up

50,000 (31st March, 2014: 50,000) equity shares of Rs. 10 each 500 500
500 500

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 50,000 500 50,000 500
Add : 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.

C. SHARES HELD BY HOLDING COMPANY

As at As at
31st March, 2015 31st March, 2014
Equity Shares
50,000 equity shares (31st March,2014 : 50,000) of Rs.10/- each are held by Hindustan 500 500
Unilever Limited, the holding company

164 Hindlever Trust Limited

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rs. 000, unless otherwise stated)

D) DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE AGGREGATE SHARES IN THE
COMPANY

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

For the year ended For the year ended

31st March, 2015 31st March, 2014
Advances repaid by the Holding Company - 4

6) Previous year’s financial statements were audited by a firm of Chartered Accountants other than B S R & Co. LLP.

As per our report of even date For and on behalf of Board of Directors
For B S R & Co. LLP
Firm Registration No: 101248W/W - 100022
Chartered Accountants
Akeel Master Ritesh Tiwari Dinesh Thapar
Partner Director Director
Membership No: 046768 [DIN: 05349994] [DIN: 05288401]
Mumbai : 5th May, 2015 Mumbai : 5th May, 2015

Annual Report 2014-15 Hindlever Trust Limited 165

Hindustan Unilever Foundation
DIRECTORS’ REPORT
DIRECTORS AUDITORS
Sanjiv Mehta M/s. B S R & Co. LLP
P. B. Balaji
Dev Bajpai
Priya Nair
To the Members,
Your Company’s Directors are pleased to present the 5th Annual Report of the Company along with Audited Accounts for the financial year
ended 31st March, 2015.
FINANCIAL RESULTS
Total Income
Less: Total Expenditure
Excess/(Shortfall) of Income over Expenditure
OPERATIONAL REVIEW
Your 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, Ahmedabad
2. Aga Khan Rural Support Programme (India)
3. Maharashtra Institute of Technology Transfer for Rural Area’s
(MITTRA)
4. Development of Humane Action (DHAN) Foundation
5. 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
166 Hindustan Unilever Foundation
REGISTERED OFFICE
Unilever House
B. D. Sawant Marg
Chakala, Andheri (East)
Mumbai - 400 099.
(Rs. lakhs)
For the year ended For the year ended
31st March, 2015 31st March, 2014
2,468.45 1,023.00
2,458.30 1,098.96
10.14 (75.96)
13. International Finance Corporation (IFC)
14. BAIF Institute for Rural Development (BIRD - UP)
15. Professional Assistance for Development Action (PRADAN)
16. Sahjeevan
17. Parmarth Samaj Sevi Sansthan (PSSS) - Sumerpur
18. Samuha
19. People’s Action for National Integration (PANI)
It also supports knowledge initiatives, some of which include :
1. Weather based advisory system to farmers – WOTR
2. Wealth ranking outcomes due to water based projects – WOTR
3. Climate velnerable assessment in Rainfed areas – WOTR
4. Ground water modelling – FES
5. Rainfed area / Information portal for decision making – FES
6. Equipment bank – BIRD
7. Watershed manual – MYRADA
8. Good agriculture practices and water management practices in
Sugarcane – IFC
9. Crop water footprint for sugarcane and soya - SREC
Measuring Impact and social return on investment
The 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.
DIRECTORS
The 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
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 MEETINGS
The 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.
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, 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 TRANSACTIONS
During the year, your Company received donations from related
parties for the purpose of CSR activities and the same were
appropriated accordingly.
RESPONSIBILITY STATEMENT
Your 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 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.
v. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were
adequate and operating effectively.
DEPOSITS
The Company has not accepted any fixed deposits from public under
Chapter V of Companies Act, 2013 during the year.
PERSONNEL
Disclosure with respect to remuneration of employees as per
Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3)
Annual Report 2014-15
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 INVESTMENTS
There have been no loans, guarantees or investments made by your
Company under Section 186 of the Companies Act, 2013 during the
year under review.
ANNUAL RETURN EXTRACT
Extract 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 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.
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.
AUDITORS
M/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 OUTGO
The 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 QUALITY
The 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.
ACKNOWLEDGEMENTS
The Directors take this opportunity to thank all the stakeholders for
their support and co-operation.
On behalf of the Board
Dev Bajpai P.B. Balaji
Director Director
Date : 6th May, 2015 (DIN: 00050516) (DIN: 02762983)
Hindustan Unilever Foundation 167
Annexure to the Directors’ Report
Extract of Annual Return

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]
I. REGISTRATION AND OTHER DETAILS

i) CIN : U93090MH2010NPL201468
ii) Registration Date : 30th March, 2010
iii) Name of the Company : Hindustan Unilever Foundation
iv) 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 : comsec.hul@unilever.com
vi) Whether listed company : No
vii) 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.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable
No Subsidiary/ held Section
Associate
1 Hindustan Unilever Limited, L15140MH1933PLC002030 Holding 76 2(46)
Unilever House, B. D. Sawant Marg, Company
Chakala, Andheri (East), Mumbai - 400 099.
2. Unilever India Exports Limited U51900MH1963PLC012667 Assocaite 24 2(6)
Unilever House B. D. Sawant Marg, Company
Chakala, Andheri (East), Mumbai - 400 099.

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding

Category of Shareholders No. of Shares held No. of Shares held % Change

at the beginning of the year at the end of the year during the
year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
1. Indian
– Bodies Corp. - 10,000 10,000 100 - 10,000 10,000 100 0.00
2. Foreign - - - - - - - - 0.00
Total shareholding of
Promoter (A) - 10,000 10,000 100 - 10,000 10,000 100 0.00
B. 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

168 Hindustan Unilever Foundation

 ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year % change in
Sl. Shareholder’s Shareholding
No. of % of total % of Shares pledged % of total % of Shares pledged during the
No. Name No. of
Shares Shares of the / encumbered to Shares of the / encumbered to year
Shares
company total shares company total shares
Hindustan Unilever
1 7,600 76 NIL 7,600 76 NIL 0.00
Limited
Unilever India
2. 2,400 24 NIL 2,400 24 NIL 0.00
Exports Limited
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) 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
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.
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. Balaji

Mumbai : 6th May, 2015 Director Director
(DIN : 00050516) (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

Name Remuneration received
Age Qualification Date of employment Designation / Gross (Rs.) Net (Rs.) Experience Last
Nature of duties employment
Ravi Puranik 52 BE, PGDRM 01.09.2012 CEO 1,03,93,966 71,51,933 29 Tata Power
- 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
- 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, 2013
On behalf of the Board
Dev Bajpai P.B. Balaji
Mumbai : 6th May, 2015 Director Director
(DIN : 00050516) (DIN : 02762983)

Annual Report 2014-15 Hindustan Unilever Foundation 169

INDEPENDENT AUDITORS’ REPORT
to the Members of Hindustan Unilever Foundation
REPORT ON THE FINANCIAL STATEMENTS
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.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL
STATEMENTS
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.
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
thereunder.
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.
170 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.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
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.
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 Income and
Expenditure, 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 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.
(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:
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
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No. 101248W/W-100022
Akeel Master
Place: Mumbai Partner
Date: 06th May, 2015 Membership No: 046768
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rupees, unless otherwise stated)

As at As at
Note
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 3 1,00,000 1,00,000
Reserves and surplus 4 1,10,59,785 1,00,45,123
Current liabilities
Other current liabilities 5 18,77,020 38,93,669
TOTAL 1,30,36,805 1,40,38,792

ASSETS
Current assets
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
The accompanying notes are an integral part of these financial statements
As per our report of even date For and on behalf of Board of Directors of Hindustan Unilever Foundation
For B S R & Co. LLP CIN: U93090MH2010NPL201468
Chartered Accountants
Firm Registration No. 101248W/W-100022
Akeel Master Sanjiv Mehta P. B. Balaji
Partner Director Director
Membership No. 046768 [DIN: 06699923] [DIN: 02762983]
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

INCOME AND EXPENDITURE ACCOUNT

For the year ended 31st March, 2015
(All amounts in Rupees, unless otherwise stated)
Year ended Year ended
Note
31st March, 2015 31st March, 2014
INCOME
Donations received 8 24,68,45,000 10,23,00,000
TOTAL 24,68,45,000 10,23,00,000

EXPENSES
Donations 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 2
The accompanying notes are an integral part of these financial statements
As per our report of even date For and on behalf of Board of Directors of Hindustan Unilever Foundation
For B S R & Co. LLP CIN: U93090MH2010NPL201468
Chartered Accountants
Firm Registration No. 101248W/W-100022
Akeel Master Sanjiv Mehta P. B. Balaji
Partner Director Director
Membership No. 046768 [DIN: 06699923] [DIN: 02762983]
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

Annual Report 2014-15 Hindustan Unilever Foundation 171

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rupees, unless otherwise stated)

Year Ended Year Ended

31st March, 2015 31st March, 2014
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
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.

As per our report of even date For and on behalf of Board of Directors of Hindustan Unilever Foundation
For B S R & Co. LLP CIN: U93090MH2010NPL201468
Chartered Accountants
Firm Registration No. 101248W/W-100022
Akeel Master Sanjiv Mehta P. B. Balaji
Partner Director Director
Membership No. 046768 [DIN: 06699923] [DIN: 02762983]
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

172 Hindustan Unilever Foundation

NOTES
to the financial statements for the year ended 31st March, 2015

1) COMPANY INFORMATION
Hindustan 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 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. the Holding Company, Hindustan Unilever Limited.
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 Donation
Donations 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 Expenses
All expenses are accounted for on accrual basis and provision is
made for all known losses and liabilities.
2.4 Earning per share
Basic 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 benefit
Provident Fund contributions are made to a Trust administered by

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorized
5,00,000 (March 31, 2014 : 5,00,000) equity shares of Rs. 10 each 50,00,000 50,00,000

Issued, subscribed and fully paid up

10,000 (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
a) Reconciliation of the number of shares

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

Number of Number of
Amount Amount
shares shares
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

Annual Report 2014-15 Hindustan Unilever Foundation 173

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rupees, unless otherwise stated)

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

As at As at
31st March, 2015 31st March, 2014
Equity shares of Rs.10 held by :
7,600 (March 31, 2014 : 7,600) shares are held by Hindustan Unilever Limited, 76,000 76,000
the holding company
2,400 (March 31, 2014 : 2,400) shares are held by Unilever India Exports Limited, 24,000 24,000
subsidiary of holding company

D) DETAILS OF EQUITY SHARES HELD BY SHAREHOLDERS HOLDING MORE THAN 5% OF THE AGGREGATE SHARES IN THE COMPANY

As at As at
31st March, 2015 31st March, 2014
Number of shares of Rs. 10 each held by:
Hindustan Unilever Limited, the holding company 7,600 7,600
Percentage of holding 76 76
Unilever India Exports Limited, subsidiary of the holding company 2,400 2,400
Percentage of holding 24 24

4) RESERVES AND SURPLUS

As at As at
31st March, 2015 31st March, 2014
Excess/(shortfall) in statement of income and expenditure
Balance 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 As at
31st March, 2015 31st March, 2014
Employee 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

174 Hindustan Unilever Foundation

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rupees, unless otherwise stated)

6) CASH AND BANK BALANCES

As at As at
31st March, 2015 31st March, 2014
Balances with banks
  In current accounts 1,28,20,875 1,40,36,292
1,28,20,875 1,40,36,292

7) SHORT-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014

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 RECEIVED
Year Ended Year Ended
31st March, 2015 31st March, 2014
Hindustan 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 22,94,000 -
w.e.f. March 25,2015)
24,68,45,000 10,23,00,000

9) DONATIONS PAID
Year Ended Year Ended
31st March, 2015 31st March, 2014
Foundation 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

Annual Report 2014-15 Hindustan Unilever Foundation 175

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rupees, unless otherwise stated)

10) EMPLOYEE BENEFIT EXPENSE

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

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

For the year ended For the year ended

Name of the Party 31st March, 2015 31st March, 2014
Holding 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 Personnel
Remuneration 99,49,678 60,99,992

176 Hindustan Unilever Foundation

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rupees, unless otherwise stated)

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

For the year ended For the year ended

31st March, 2015 31st March, 2014
- 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 For the year ended
31st March, 2015 31st March, 2014
Excess/(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.

As per our report of even date For and on behalf of Board of Directors of Hindustan Unilever Foundation
For B S R & Co. LLP CIN: U93090MH2010NPL201468
Chartered Accountants
Firm Registration No. 101248W/W-100022
Akeel Master Sanjiv Mehta P. B. Balaji
Partner Director Director
Membership No. 046768 [DIN: 06699923] [DIN: 02762983]
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

Annual Report 2014-15 Hindustan Unilever Foundation 177

Bhavishya Alliance Child Nutrition Initiatives
DIRECTORS’ REPORT
DIRECTORS AUDITORS
Sanjiv Mehta M/s. B S R & Co. LLP
P. B. Balaji
Dev Bajpai
To the Members,
Your Company’s Directors are pleased to present the 5th Annual Report of the Company along with Audited Accounts for the financial year
ended 31st March, 2015.
FINANCIAL RESULTS
Total Income
Less: Total Expenditure
Excess/(Shortfall) of Income over Expenditure
OPERATIONAL REVIEW
The 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 OFFICE
Consequent 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.
DIRECTORS
The 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
178 Bhavishya Alliance Child Nutrition Initiatives
REGISTERED OFFICE
Unilever House
B. D. Sawant Marg
Chakala, Andheri (East)
Mumbai - 400 099.
(Rs. in lakhs)
For the year ended For the year ended
31st March, 2015 31st March, 2014
334.95 -
288.17 0.11
46.78 (0.11)
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 MEETINGS
The 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.
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, 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 TRANSACTIONS
During the year, your Company received donations from related
parties for the purpose of CSR activities and the same were
appropriated accordingly.
RESPONSIBILITY STATEMENT
The 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
 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.
DEPOSITS
The Company has not accepted any fixed deposits from public under
Chapter V of Companies Act, 2013 during the year.
PERSONNEL
The 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 INVESTMENTS
There 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.
ANNUAL RETURN EXTRACT
Extract 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 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.
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUTGO
The 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.
Annual Report 2014-15
(Rs. lakhs)
For the year ended For the year ended
Particulars 31st March, 2015 31st March, 2014
I Earnings 334.95 -
II Outgo - -
AUDITORS
The 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.
SAFETY, HEALTH, ENVIRONMENT AND QUALITY
The 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.
ACKNOWLEDGEMENT
The Board wishes to place on record their appreciation to all
concerned for the highest level of commitment and dedication to the
Company.
On behalf of the Board
P. B. Balaji Dev Bajpai
Director Director
Mumbai : 6th May, 2015 (DIN: 02762983) (DIN:00050516)
Bhavishya Alliance Child Nutrition Initiatives 179
Annexure to the Directors’ Report
Extract of Annual Return

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]

I. REGISTRATION AND OTHER DETAILS

i) CIN : U93090MH2010NPL208544
ii) Registration Date : 3rd October, 2010
iii) Name of the Company : Bhavishya Alliance Child Nutrition Initiatives
iv) Category : Private Limited Company
Sub-Category of the Company : Section 25 Company under Companies Act, 1956
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 : comsec.hul@unilever.com
vi) Whether listed Company : No
vii) 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.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. Name and Address of the Company CIN/GLN Holding/ % of shares held Applicable
No. Subsidiary/ Section
Associate
1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding 100 2(46)
Unilever House B. D. Sawant Marg, Company
Chakala, Andheri (East)
Mumbai - 400 099.

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Shareholding
Category of No. of Shares held at the No. of Shares held at % Change
Shareholders beginning of the year the end of the year during
the year
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
1. Indian
– Bodies Corporates - 10,000 10,000 100 - 10,000 10,000 100 0.00
2. Foreign - - - - - - - - -
Total shareholding
- 10,000 10,000 100 - 10,000 10,000 100 0.00
of Promoter (A)
B. 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

180 Bhavishya Alliance Child Nutrition Initiatives

 ii) Shareholding of Promoters

Sl Shareholder’s Shareholding at the beginning of the year Shareholding at the end of the year %
No. Name change in
No. of % of total % of Shares No. of Shares % of total % of Shares Shareholding
Shares Shares of the pledged / Shares of the pledged / during the
Company encumbered Company encumbered year
to total to total
shares shares
1. ICICI Bank Limited 2,500 25.00 NIL 0 0.00 NIL -25.00
2. TATA Industries Limited 2,500 25.00 NIL 0 0.00 NIL -25.00
3. HDFC Limited 2,500 25.00 NIL 0 0.00 NIL -25.00
4. Hindustan Unilever 2,500 25.00 NIL 9,994 99.94 NIL 74.94
Limited
5. Hindustan Unilever 0 0.00 NIL 1 0.01 NIL 0.01
Limited j/w Sanjiv Mehta
6. Hindustan Unilever 0 0.00 NIL 1 0.01 NIL 0.01
Limited j/w
P. B. Balaji
7. Hindustan Unilever 0 0.00 NIL 1 0.01 NIL 0.01
Limited j/w
Dev Bajpai
8. Hindustan Unilever 0 0.00 NIL 1 0.01 NIL 0.01
Limited j/w
Pradeep Banerjee
9. Hindustan Unilever 0 0.00 NIL 1 0.01 NIL 0.01
Limited j/w
BP Biddappa
10. Hindustan Unilever 0 0.00 NIL 1 0.01 NIL 0.01
Limited j/w
Priya Nair
Total 10,000 100 NIL 10,000 100 NIL -

iii) Change in Promoters’ Shareholding

Sl. Shareholder’s Name Shareholding at the beginning Cumulative Shareholding

No. of the year during the year
No. of % of total shares No. of % of total shares
shares of the Company shares of the Company
1. ICICI Bank Limited
At the beginning of the year 2,500 25.00 2,500 25.00
Sold on 12.03.2015 2,500 25.00 0 0.00
At the End of the year 0 0.00 0 0.00
2. TATA Bank Limited
At the beginning of the year 2,500 25.00 2,500 25.00
Sold on 12.03.2015 2,500 25.00 0 0.00
At the End of the year 0 0.00 0 0.00
3. HDFC Limited
At the beginning of the year 2,500 25.00 2,500 25.00
Sold on 12.03.2015 2,500 25.00 0 0.00
At the End of the year 0 0.00 0 0.00
4. Hindustan Unilever Limited
At the beginning of the year 2,500 25.00 2,500 25.00
Purchased on 12.03.2015 7,500 75.00 10,000 100
Sold on 12.03.2015 6 0.06 9,994 0.06
At the End of the year 9,994 99.94 9,994 99.94
5. Hindustan Unilever Limited j/w Sanjiv Mehta
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01

Annual Report 2014-15 Bhavishya Alliance Child Nutrition Initiatives 181

 Sl. Shareholder’s Name Shareholding at the beginning Cumulative Shareholding
No. of the year during the year
No. of % of total shares No. of % of total shares
shares of the Company shares of the Company
6. Hindustan Unilever Limited j/w P. B. Balaji
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01
7. Hindustan Unilever Limited j/w Dev Bajpai
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01
8. Hindustan Unilever Limited j/w Pradeep
Banerjee
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01
9. Hindustan Unilever Limited j/w BP Biddappa
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01
10. Hindustan Unilever Limited j/w Priya Nair
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01
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
Sl. Name of Directors Shareholding at the beginning Cumulative Shareholding
No. and KMP of the year during the year
No. of % of total shares No. of % of total shares
shares of the company shares of the company
1. Hindustan Unilever Limited j/w Sanjiv Mehta
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01
2. Hindustan Unilever Limited j/w P. B. Balaji
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01
3. Hindustan Unilever Limited j/w Dev Bajpai
At the beginning of the year 0 0.00 0 0.00
Purchased on 12.03.2015 1 0.01 1 0.01
At the End of the year 1 0.01 1 0.01

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.

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

P. B. Balaji Dev Bajpai

Mumbai : 6th May, 2015 Director Director
(DIN: 02762983) (DIN:00050516)

182 Bhavishya Alliance Child Nutrition Initiatives

INDEPENDENT AUDITORS’ REPORT
To the Members of Bhavishya Alliance Child Nutrition Initiatives
Report on the Financial Statements
We 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.
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.
Annual Report 2014-15
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: 301056E
Chartered Accountants
U G Meisheri
Place: Mumbai Partner
Date: 6th May, 2015 Membership Number: 016048
Bhavishya Alliance Child Nutrition Initiatives 183
BALANCE SHEET
As at 31st March, 2015
(All amounts in Rupees, unless otherwise stated)

As at As at
Note
31st March, 2015 31st March, 2014
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 3 1,00,000 1,00,000
Reserves and surplus 4 46,10,493 (67,747)
Current liabilities
Other current liabilities 5 2,69,08,653 42,236
TOTAL 3,16,19,146 74,489

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

As per our report of even date For and on behalf of Board of Directors of Bhavishya Alliance Child Nutrition Initiatives
For U.G. Meisheri & Co. CIN : U93090MH2010NPL208544
Chartered Accountants
Firm Registration No. 101248W/W-100022
U.G.Meisheri Sanjiv Mehta P. B. Balaji
Proprietor Director Director
Membership No. : 016048 (DIN: 06699923) (DIN: 02762983)
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

INCOME AND EXPENDITURE ACCOUNT

For the year ended 31st March, 2015
(All amounts in Rupees, unless otherwise stated)
Year ended Year ended
Note
31st March, 2015 31st March, 2014
INCOME
Donations received 9 3,34,95,988 -
TOTAL 3,34,95,988 -

EXPENSES
Programme 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 2
The accompanying notes are an integral part of these financial statements.
As per our report of even date For and on behalf of Board of Directors of Bhavishya Alliance Child Nutrition Initiatives
For U.G. Meisheri & Co. CIN : U93090MH2010NPL208544
Chartered Accountants
Firm Registration No. 101248W/W-100022
U.G.Meisheri Sanjiv Mehta P. B. Balaji
Proprietor Director Director
Membership No. : 016048 (DIN: 06699923) (DIN: 02762983)
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

184 Bhavishya Alliance Child Nutrition Initiatives

CASH FLOW STATEMENT
For the year ended 31st March, 2015
(All amounts in Rupees, unless otherwise stated)

Year Ended Year Ended

31st March, 2015 31st March, 2014
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.
As per our report of even date For and on behalf of Board of Directors of Bhavishya Alliance Child Nutrition Initiatives
For U.G. Meisheri & Co. CIN : U93090MH2010NPL208544
Chartered Accountants
Firm Registration No. 101248W/W-100022
U.G.Meisheri Sanjiv Mehta P. B. Balaji
Proprietor Director Director
Membership No. : 016048 (DIN: 06699923) (DIN: 02762983)
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

Annual Report 2014-15 Bhavishya Alliance Child Nutrition Initiatives 185

NOTES
to the financial statements for the year ended 31st March, 2015

1) COMPANY INFORMATION All assets and liabilities have been classified as current or non-
current as per the criteria set out in Schedule III of the Companies
Bhavishya Alliance Child Nutrition Initiatives is established to pursue Act, 2013. The Company has ascertained its operating cycle as 12
the main objects - inter alia, to promote, identify and strategize sets months for the purpose of current/non-current classification of
of proven, systematic, advance innovations and initiatives that are assets and liabilities.
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 2.2 Donation
with an other trust, organization, agency, resource centre, institution Donations are received and applied for objects as mentioned in
(whether governmental or non-governmental) projects or activities Memorandum of Association the Company. Donation receipts are
to benefit the children suffering from malnutrition. accounted upon receipts of donations by the Company .
Also, one of the objects incidental or ancillary to the attainment 2.3 Expenses
of the main objects is to cooperate and achieve common objects,
All expenses are accounted for on accrual basis and provision is
goals with other institutions, organizations, companies , enterprises
made for all known losses and liabilities.
having objects that are the same as or are simlar to those of the
Company. 2.4 Earning per share
The Company has been incorporated on 3rd October 2010 Basic earnings per share is calculated by dividing the net excess/
under Section 25 of the Companies Act, 1956 as a private limited (shortfall) for the period attributable to equity shareholders by the
company. 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,
2) SIGNIFICANT ACCOUNTING POLICIES such as bonus shares, other than the conversion of potential equity
shares, that have changed the number of equity shares outstanding,
2.1 Basis for preparation of accounts without a corresponding change in resources. For the purpose of
These financials statements have been prepared in accordance with calculating diluted earnings per share, the net profit for the period
the generally accepted accounting principles in India under historical attributable to equity shareholders and the weighted average
cost convention on accrual basis.These Financials Statements have number of shares outstanding during the period is adjusted for the
been prepared to comply in all material aspects with applicable effects of all dilutive potential equity shares.
accounting standards notified under Section 133 of the Companies 2.5 Cash and cash equivalents
Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,
2014. We have not provided provision for taxation since company has
made application for exemption under Section 12AA to competent
authority under Income Tax Act, 1961.

3) SHARE CAPITAL
As at As at
31st March, 2015 31st March, 2014
Authorized
10,000 (March 31, 2014:10,000 equity shares of Rs. 10 each ) 1,00,000 1,00,000

Issued, subscribed and fully paid up

10,000 (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
a) Reconciliation of the number of shares

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

Number of Number of
Amount Amount
shares shares
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

186 Bhavishya Alliance Child Nutrition Initiatives

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rupees, unless otherwise stated)

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

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

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

4) RESERVES AND SURPLUS

As at As at
31st March, 2015 31st March, 2014
Excess/(shortfall) in statement of income and expenditure
Balance 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 As at
31st March, 2015 31st March, 2014
Purchased 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

Annual Report 2014-15 Bhavishya Alliance Child Nutrition Initiatives 187

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rupees, unless otherwise stated)

6) CASH AND BANK BALANCES

As at As at
31st March, 2015 31st March, 2014
Balances 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 As at
31st March, 2015 31st March, 2014
Amount receivable from subscriber to memorandum of association - ICICI Bank - 25,000
- 25,000

8) SHORT-TERM LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
As at As at
31st March, 2015 31st March, 2014
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 RECEIVED
Year Ended Year Ended
31st March, 2015 31st March, 2014
The Children’s Investment Fund Foundation (UK) 3,34,95,988 -
3,34,95,988 -

10) PROGRAMME EXPENSES

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

188 Bhavishya Alliance Child Nutrition Initiatives

NOTES
to the financial statements for the year ended 31st March, 2015 (Contd.)
(All amounts in Rupees, unless otherwise stated)

11) OTHER EXPENSES

Year Ended Year Ended
31st March, 2015 31st March, 2014
Payment 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 Limited
Ultimate Holding Company Unilever PLC
Disclosure of transactions between the Company and Related parties and the status of outstanding balance as on March 31, 2015

For the year ended For the year ended

31st March, 2015 31st March, 2014
Balances as at year end
Receivable from Hindustan Unilever Limited 25,000 -

13) EARNINGS PER SHARE HAS BEEN CALCULATED AS UNDER

For the year ended For the year ended
31st March, 2015 31st March, 2014
Excess/(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.

As per our report of even date For and on behalf of Board of Directors of Bhavishya Alliance Child Nutrition Initiatives
For U.G. Meisheri & Co. CIN : U93090MH2010NPL208544
Chartered Accountants
Firm Registration No. 101248W/W-100022
U.G.Meisheri Sanjiv Mehta P. B. Balaji
Proprietor Director Director
Membership No. : 016048 (DIN: 06699923) (DIN: 02762983)
Mumbai : 6th May, 2015 Mumbai : 6th May, 2015

Annual Report 2014-15 Bhavishya Alliance Child Nutrition Initiatives 189

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
Aakriti Chandra 34 M.A. in Personnel 7/1/2003 Head Reward - SA 11,939,707 7,942,793 12
Management & IR
Aanandita Datta 33 B.Sc. 2/4/2013 Senior Brand Manager 6,065,510 4,478,261 2 Whirlpool India
Aasif Malbari 41 C.A. 7/1/1999 Category Finance Head 15,360,396 10,331,658 15
- Foods
Abhay Mathur 35 CA 11/22/2004 Sr Cat Finance Mgr- 10,436,316 7,499,865 10
Laundry
Abhijit Borthakur 47 M.Sc (Physics) 11/11/1991 Head of Tea Procurement 12,289,625 8,126,615 23
- Asia
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 7,027,774 4,980,174 11 Unilever, U.K
Management
Abhinav Tyagi 35 PGDM (IIM-A) 5/5/2003 Global Brand Leader - 11,524,422 7,689,933 12
Radiant
Abhiroop 36 ICSE, ISC , B.A 12/20/2004 General Mgr - Packaged 15,717,583 10,578,509 13 Colgate Palmolive
Chuckarbutty (ECO) PGDBM Foods Ltd
Abhishek Thard 35 Post Graduate 9/11/2006 National Account Manager 10,584,012 7,471,724 8 Cadbury
Ajay 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 4/23/2008 HRBP - Supply Chain 2,567,525 2,033,893 21 Tata Motors
Management &
IR, Dip in Training
& Dev.
Ajay Vashi 59 B.Pharm 6/1/1996 Head of Global R&D 12,521,385 8,307,894 37 Lakme Lever Ltd.
Design Lakm
Akhilesh Yadav 35 B.Tech. 7/1/2003 Head Planning & 8,414,722 5,948,894 12
Technology
Alan D Cane 42 B.A. 9/25/1995 General Mgr - P2P 29,321,529 19,161,249 19
Operations
* Alastair McKerrow 33 M.E. 8/1/2012 Global Brand Manager 2,021,375 1,560,009 11 Unilever, U.K.
Water
* Alok Joshi 46 B.E. 6/13/1988 Vice President SC - PC 46,697,887 30,794,428 26
* Ambarish 40 Master of Business 6/14/2004 National Customer Dev 2,712,269 2,088,438 11 Aradhana Soft
Bandyopadhyay Admin Mgr Drinks (Pepsico)
Amit Agarwal 40 B.E., PGDM. 7/7/2008 Head - Brand Development 12,786,032 8,742,440 14 Jet Airways
Amit Agarwal 34 Chartered 9/1/2006 Sr Cat Fin Mgr-Hair&Deo 6,969,197 5,176,047 8 Sterlite Industries
accountant
Amit Bhasin 34 L.L.B.C.S 9/3/2007 Dy. Company Secretary 6,692,157 4,689,960 7
Amit Mitna 34 Masters in 5/4/2009 POM - HPC SA 8,725,159 6,289,159 5
Business Admin
- Supply Chain
Management
Amlan Mukherjee 48 B.Com. 1/17/1992 GM - OOH & Modern 14,510,088 9,927,553 25 Methodex Infres Ltd
Foods
Amol Lovalekar 35 PGDIE 8/27/2012 Factory Manager 6,239,217 4,422,539 2 DHL EXEL SUPPLY
CHAIN

190 Information as per Section 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
Anand Deshpande 55 B.E. (Mech) 2/1/1982 UEnS Project Delivery 7,863,906 5,493,116 36 New Std Engg.
Manager
Anand Tripathi 48 Post Graduate 10/3/2006 CHRM - Personal Care 6,592,669 4,668,433 8 House of Patels
Anandi Shankar 33 MMS (HR) 7/5/2004 HRBP - Supply Chain 11,193,420 7,450,487 11
Ananthasubramanian 50 Ph.D. 9/15/2001 Head- Regulatory Affairs, 13,826,288 9,160,842 24 Nalco Chemical
Sivakumar SA Company
Andre Pots 44 PHD 2/15/1999 Head Foods RDC South 19,051,542 12,664,759 16 Unilever
Asia 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 India
Aniket Gandhi 39 M.S. (Chemical 12/1/1998 Head RDC HHC Asia 11,513,398 7,672,289 16
Technology)
Anila Vinayak 42 M.B.A. 1/31/2011 CMI Head - Radiant and 9,976,129 7,212,409 4
Water
* Anirban Mullick 36 B.E., M.B.A. 6/14/2007 PM - IP Operations SEAA 1,769,840 1,361,833 8 Reckitt Benckiser
Anisha Pargal 57 Ph.D. 10/3/2000 Head, Clinicals 10,503,752 7,241,636 31 AstraZeneca
Pharma Co. Ltd
Anita Bhat - Zutshi 44 M.B.A, Grad CWA 1/10/2011 Vice President Finance 23,123,896 15,047,068 22 AstraZeneca
Pharma Co. Ltd
Ankhee Bhakoo 31 Post Graduate 10/9/2006 RBM, HHC, SA 9,499,793 6,628,538 8 Samsung India
Electronics Pvt
Ankit Jain 32 B.Tech. 7/4/2005 Head Planning & 10,631,404 7,462,573 9
Technology
Ankush Punj 34 M.B.A. 5/5/2003 HRBP - R&D 11,591,104 7,763,498 12
Ankush Wadehra 33 Post Graduate 11/8/2011 Sr. Brand Manager,PW 6,519,105 4,611,038 3 Barclays Bank PLC
Diploma
Anshul Asawa 44 B.E.(Mech),M.B.A. 5/2/1995 Cat VP Laundry South Asia 34,048,659 22,692,509 20
Anthea Miranda 40 Post Graduate 12/3/2012 Service Delivery Manager, 6,053,335 4,421,109 2 Matrix Integrated
Diploma Work Facilities &
* Anupriya Singhal 31 Post Graduate 8/6/2012 Global Brand Manager 1,084,176 860,521 2 Heinz India Pvt. Ltd.
Diploma - Lux
Anurag Kumar 40 M.B.A., B.A. (Hons) 2/1/2001 Global Brand Leader 13,049,747 8,608,353 17 ICI India Ltd
Radiant
* Apparao Meghna 36 M.B.A., FMS-Delhi 5/2/2001 GML-Water & Disruptive 12,283,132 8,195,738 14
Innovat
Arumugam Muthaiah 52 B.Com. 12/1/1984 National Operation 6,632,550 4,786,759 30
Manager
Arun Babbar 49 M.B.A. 4/7/1988 Factory Manager 6,561,797 4,677,464 27
Arun Neelakantan 34 Post Graduate 5/1/2006 National Cust Marketing 10,669,918 7,556,086 8
Mgr
Arun Srinivas 42 PGDM 8/1/2001 RCVP - Foods, SA 32,599,321 21,895,638 18 Reebok India Co.
(MARKETING)
* Arunkumar K 45 B.E. (Mech. Engg) 9/2/1992 Factory Manager 2,082,554 1,579,559 24
Arya Saha 46 B.E. 3/25/2013 Factory Manager 6,023,309 4,299,277 2 "Hindustan Coca
Cola
Asha Gopalakrishnan 40 C.A. 10/15/1996 Head - Supply Chain 12,240,464 8,114,778 22 Ponds (I) Ltd
Finance

Annual Report 2014-15 Information as per Section 197 191

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
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 15,982,121 11,301,653 12
the CEO
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 9,905,441 7,360,790 8 Marico Ltd
Head
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 33 Post Graduate 7/17/2006 Head, Beauty 9,695,700 6,813,724 9 TNS India Ltd
Swaminathan
Aswath 32 Post Graduate 5/8/2006 Regional Brand 9,475,476 6,824,975 8
Venkataraman Manager,DIG
* 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 9,898,577 7,024,159 8
Manager
Atul Sinha 36 B.A. (Eco), PGDM 5/6/2002 Category Head - Oral 8,890,833 6,290,362 13
B Ramesh Babu 58 B.Com., PGDMM 5/10/1982 Consumer Cluster 7,510,907 5,281,564 33 Cadbury India Ltd
Manager
Badri Narayanan 38 PGDM (Mktg), B.Sc. 7/24/2006 General Manager - Water 15,579,766 10,865,621 16 Infosys Technologies
(Comp Science) Ltd
* Bakshi H 51 B.Tech. 6/10/1989 Executive Director - Home 90,236,657 59,416,097 28 Holiday Inn
(Chem),PGDM(IIMA) & Personal Care
* Balasubramanian 41 B.Tech., M.Sc 8/17/1998 General Manager 3,372,614 2,930,026 17 Yield Engineer
Agoramurthy Chem. Engg Refreshments & Failure
Analy. Cypress
Semiconductors
* Biswas M 60 B.Sc., B.Tech 1/1/1982 Planning & Technology 6,477,420 4,622,063 33
(Chem Engg) Manager
* Boby Joseph 42 Diploma 12/15/2014 Sr. Packaging Dev. 2,437,574 1,863,223 0 PEPSICO INDIA
Manager
Boishakhi Banerjee 33 PGD – PMIR from 5/5/2004 Deployment Lead HRIT 11,314,176 7,534,729 11
XLRI Jamshedpur Project
* Bokey Anupam 43 M.B.A. 11/22/2000 Global Brand Director 17,250,908 14,368,822 20 Britannia Ind. Ltd.
Sunlight
BP Biddappa 48 BA (Hons) Eco, 5/25/1992 Executive Director HR 58,571,120 38,032,987 25 A F Ferguson
PGDM PM&IR
C R Sundarrajan 57 B. Tech, M.S. 7/15/1992 HD - Bus. Res. & Corp. 9,387,574 6,526,530 30 India Mark
Systems Plng. Research Bureau
Caroline Hamans 34 Master in 3/1/2010 Sr. Finance Manager - 11,448,315 7,694,753 2 Unilever Benelux
Accounting & Water
Controlling
Chandrasekaran 41 B.E. 6/20/1996 Factory Manager 6,563,323 4,585,167 18
Singaravelu

192 Information as per Section 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
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 1/19/1987 VP Information Security 28,941,231 19,065,553 28
Computer Science
D Sivakumar 54 B.Com., 10/4/1983 Regional Sales & 7,213,660 5,155,087 32
Customer Mgr
Damith Abeyratne 34 B.E. 2/1/2006 Logistics Manager 7,116,150 5,074,552 2 Unilever Sri Lanka
(Market) (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 30
Deepak Saksena 54 B.Pharm 9/14/2009 Head - Partnership 10,631,465 7,349,907 32 Academy for
Educational Develo
Deepika Bhan 34 Post Graduate 10/3/2005 Head - Hand & Body 11,186,389 7,464,031 9 Pepsico India
Holding (Frito L
Devopam Bajpai 49 B. Com, LLB, FCS  5/18/2010 Executive Director - Legal 38,885,009 25,231,942 27 ICICI Ventures
& Corporate Affairs and Funds Management
Company Secretary Company Limited
Dhanraj Chokappa 54 Ph.D. 4/16/1990 ESG & Ops Leader 13,324,411 8,746,228 26 Cornell Univ
Bangalore
Dheeraj Arora 38 M.E., Sales & 4/12/2004 General Manager 14,002,888 9,224,669 13 Britannia Industries
Marketing 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 9/29/2010 GM - HU Network 2,489,020 1,914,930 20 Barclays
(ECO.),M.B.A.
Dinesh Thapar 40 B.COM (HONS), 9/28/1998 GM - IR, M&A and 14,816,000 9,929,311 16 Unilever US
F.C.A, A.I.C.W.A Treasury
Dushyanth Jayanty 31 M.B.A. 5/2/2005 Marketing Manager- FAL 9,107,153 6,513,096 9
* Eliziane Dorneles 28 Other 8/1/2013 Manager 2,818,071 2,101,675 1
Siqueira
Erwin Johan 38 B.E. 9/4/2000 UEnS Engineering 15,223,069 10,074,003 15 Unilever Asia
Program Manag Private Limited
Singapore
Farida Anki 39 BTEC Higher 6/1/2001 Service Control & 10,017,687 6,976,569 14
National Diploma Compliance
* Federico Pasquini 38 M.E. 11/18/2002 TPL, DiG Core Liquids & 12,283,337 8,101,976 2 Unilever Italy
Pixar 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 6,958,135 4,964,826 22 Kwality Ice Creams
Development Mgr 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 Ltd
Ganapathy Kariappa 39 Post Graduate 1/18/2010 Procurement Operations 6,470,206 4,694,920 5 Bombay Burmah
Diploma Manager Trading Corpo
Gary Gabbini 59 MBA 12/19/2008 Audit Transition Manager 12,547,087 8,161,136 1 Unilever UKCR

Annual Report 2014-15 Information as per Section 197 193

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
Gaurav Bhatnagar 34 M.B.A. 5/2/2005 National Cust Marketing 11,457,363 8,188,715 10
Mgr
Gaurav Datta 35 M.B.A. 5/1/2003 BD Head, Hair, South Asia 10,569,656 7,308,602 12
Gaurav Jeet Singh 43 M.B.A 5/5/2008 Head Media Services 9,911,480 7,109,888 7 Unique Transport
Hyderabad
Gaurav Mediratta 38 B.Sc. 9/3/2001 Senior Legal Counsel 8,398,521 5,888,033 14
Geeta Royyuru 31 M.B.A. 5/3/2007 HR Manager - CD 7,981,486 5,722,745 7
Geetika Mehta 34 M.B.A. 5/5/2003 Category Head, Foods 13,123,588 8,728,117 12
Geetu Gidwani Verma 49 B.Com , M.B.A. 11/2/2011 Executive Director - Foods 35,719,614 24,026,372 27 Pepsico India
Holdings
Gerard Irudayaraj 48 M.B.A. (Finance) 3/31/1993 GM-Customer Service 12,040,569 7,973,958 28 BPL Systems
Girish Jambekar 34 Advanced Diploma 7/1/2005 IP Cluster Manager South 8,414,802 6,143,985 9
in Water Quality Asia
Management
GP Singh 48 B.E. 2/5/1990 Factory Manager 6,661,402 4,650,641 25
Gurpreet Kohli 39 B.Tech (Chem 7/1/1997 Gbl Program Leader 13,275,060 8,806,990 18
Engg) Powders
Hardev Singh 51 M.B.A. 9/12/1992 Factory Manager 7,161,113 5,044,781 22
Hariram Govind 39 A.C.A. 2/22/2007 Factory Manager 10,940,233 7,602,151 8 Choice Trading
Corporation
Harmand Dhillon 35 M.B.A., B.Com 8/28/2006 Global BD Tresemme 12,095,459 8,006,311 12 Tanishq, Titan
(Hons) Industries Ltd
Hemal Jain 31 I.C.A.E.W. 11/2/2005 Sr Finance Mgr-Customer 6,486,085 4,539,119 9
Accounting Mrktng
Hemant Badri 37 B.E, PGDIE (NITIE), 8/16/2010 Factory Manager 10,424,322 7,244,544 15 Kirloskar Oil
CPIM, CSCP Engines Pvt Ltd
Herjit Bhalla 38 PGPM (MBA), 6/1/2000 General Manager 15,040,793 9,895,581 15 International
B.com (Hons) Bestfoods Ltd.
Himanshu Kanwar 34 Post Graduate 5/10/2006 Senior Brand Manager 6,008,317 4,271,921 8 ITC
Inderpreet Singh 32 M.B.A. 5/5/2003 Head - Brand Development 11,662,724 7,790,263 12
Indrajit Ghose 35 C.A. 8/23/2010 Sr.Manager - Indirect 7,215,233 5,229,122 4 Pricewaterhousecoopers
Taxation india
Ishtpreet Singh 31 M.B.A. 5/3/2007 Marketing Manager, Wheel 7,771,249 5,592,827 7
Ismail Ahmad 39 M.E. 6/1/2012 Manufacturing Technology 13,136,619 8,773,296 15 Unilever Indonesia
Mgr
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 13,423,602 8,968,489 18
Development - SA
* Jose Luis Suarez 61 B.E. (Mech) 12/11/1995 UEnS Engineering 4,484,662 3,248,639 31 Zarpac Inc
Program Manag
Jyoti Samajpati 33 Post Graduate 4/2/2007 Sr. Brand Manager, Lakme 8,505,188 6,024,686 8 Marico Ltd

194 Information as per Section 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
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 17,738,538 11,572,088 30 Capital Trust Ltd
Estate
K Gokulan 52 M.Sc Chemistry, M 1/1/1987 Head - Supply Chain 7,536,887 5,249,202 28
Inst Pkg, IOP, UK
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), 8/1/2000 GM - Beverages 12,591,763 8,505,111 15 Pepsico India
PGDBM Holdings Ltd
* Kabir Ahmed Shakir 44 AISSCE, AISSE 7/5/1993 VP Finance 7,878,629 5,553,681 26 Lipton India Ltd
,B.COM ,M.B.A.
* 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 19,866,807 13,366,436 17 Monster.com
Trade
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 1,197,988 1,012,850 13
Surfactants
Krishnan G 45 Post Graduate 5/2/1992 Head - Consumer Cluster 11,534,082 7,751,065 23
Diploma
Krishnan Sundaram 37 M.B.A. FMS Delhi 5/2/2000 VP-Marketing Ops,HPC & 18,329,216 12,014,825 15
Foods,S
Krishnendu 38 M.B.A. 5/5/2004 Mktg HD. Brand UL & 6,979,630 5,103,976 10
Dasgupta Consumer S
* Kumar Shaishav 38 Post Graduate 10/9/2006 Consumer Cluster 3,640,856 2,692,386 8 Pepsico India
Manager Holdings P. Ltd.
Kunal Sharma 35 PGDM (HR) 4/23/2007 HRBP - Corporate 11,402,875 7,651,507 11 ICICI Prudential
Functions
Kushala Shetty 46 M.Com. 6/22/1992 Sr Finance Manager CSD 6,285,444 4,398,612 22
KVS Murthy 42 M.Sc. 1/14/1998 Sr.Product Development 6,793,321 4,765,937 17
Mgr
Lakshmi Krishnan 37 Masters in Social 4/1/2011 HRD Asia Supply Chain 7,249,037 5,093,219 4
Work
Madalasa Srivastava 41 M.E. 8/3/1998 Sr. Operations Manager 6,277,971 4,435,507 16
* Madhawa Prabhath 46 B.Sc, (Mech Engg) 10/1/1995 Planning Manager Global 1,443,894 1,157,884 19 Unilever Sri Lanka
Abhayara Oral S Ltd.
Madhurjya Banerjee 32 M.B.A. 5/3/2007 Sr.GBM,SkinCleansing, 8,045,023 5,742,430 8
Lifebuoy
* Manan Gupta 35 B.E. (IIT D), PGDM 5/2/2005 BB Director PC & Foods 6,839,322 4,902,860 10
(IIM A) Maghreb
Manish 45 M.E. 4/1/1996 Senior R&D Manager 6,443,287 4,493,968 19
Gangopadhyay

Annual Report 2014-15 Information as per Section 197 195

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
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, Delhi
Mazher Topiwala 48 B.Tech (Chem) 8/1/1991 Bar Processing Technology 9,857,865 6,820,826 24 Bombay Dyeing &
Mgr Mfg Co. Ltd.
Meena Rajan 43 B.E. (Chem Engg), 2/3/1997 Head of Global R&D 10,666,791 7,567,332 20 Reliance Industries
M.S. (Textile & Design Clos Ltd.
Polimer Science)
Meeta Singh 44 B.SC, Microbiology, 2/3/2003 General Manager 12,521,124 9,329,323 22 MTV India
PCSB Sustainability
- Sustainable
Buisness
* Michael Boeker 47 Master of Science 1/1/1994 UEnS Design Head- Foods 6,856,130 4,550,095 21 Unilever Germany
& Refr
* Michel Leijnse 45 M.A., B.B.A. 10/1/1998 Global Brand Leader, 4,430,514 2,957,802 17 Unilever Central
Water&Inn 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, 12,595,121 5,088,988 34 Pond's India Ltd
HPC, SA
Mitash K 32 Diploma 11/2/2009 Consumer Cluster 8,538,345 6,054,667 5 Cadbury India Ltd
Manager
* 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 4,613,982 3,350,204 9
and SEAA
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 4,517,611 3,233,487 2 Unilever R & D Port
Manager Sunlight UK
Mukesh Gupta 33 Chartered 12/20/2006 Senior Finance Manager- 7,039,847 5,112,338 11 Hindustan
Accountant, certified Exports Petroleum Corp
Internal Auditor
Mukesh Pawar 33 M.B.A. 5/2/2005 Cluster PC Head 8,791,561 6,183,794 9
Muthusamy Sakthivel 56 Graduate and 8/8/1986 Regional Sales & 7,094,476 4,972,765 29 Siva Mechanical
(MDC-IIMB) Customer Mgr Welding Struct
* Nafees Anwar 33 B.B.A. 6/1/2012 Regional Sales Manager- 1,628,609 1,284,398 9 Unilever
Dhk Out Bangladesh
Nagesh Telang 53 M.Com., C.A. (Inter) 1/5/1987 PM - Logistics SA 7,552,056 5,249,812 28
Naveen 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 17
Nilendu Sarkar 43 B.E.(Mech) , 7/4/1992 VP SC Deos Group SC PC 26,957,786 17,601,733 22
PGCBM
* Nilushi Jayatileke 36 Bachelor of 3/1/2004 Marketing Manager 5,465,768 3,881,647 11 Uniliver Ceylon Ltd
Science
Nimeshika 32 B.Com., A.C.A. 11/22/2004 Sr Finance Manager - MT 10,597,657 7,337,970 10
Guruswamy
Nippun Aneja 36 B.E. (Chem Engg), 9/10/2004 Head - Deos 11,455,104 7,856,428 12 ITC Ltd
PGDM (IIM C)

196 Information as per Section 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
Nishant Sinha 40 B.Tech, PGDM 12/10/2003 National Bus Mgr-Inst. 10,882,814 7,584,912 16 SAIL, Asian Paints
Business India Ltd
Nishith Agarwal 36 Post Graduate 12/11/2006 Head Customer Service 7,671,801 5,338,816 8 J&J
MT
* Nitish Bhalotia 34 M.B.A. (IB) 5/5/2004 Global Brand Deveopment 7,583,237 5,401,083 11
Manager
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 5/2/2000 HRD Procurement 13,242,302 8,843,031 15
Management,
B.Com, PGDPM
* Panchabhai M R 51 Graduate 11/21/1991 Head Planning & 2,415,012 1,876,302 29 NECL
Technology
Parnil Sarin 32 Post Graduate 5/8/2006 Marketing Manager Hair 9,469,277 6,629,867 8
Pavanjit Bedi 37 M.B.A., B.Arch. 5/5/2003 Global Brand Leader - 12,036,963 8,031,823 12
Lifebuoy
Pawan Chaturvedi 36 C.A. 2/18/2008 Venturing Manager - Asia 11,501,376 8,223,290 7 Nokai India Pvt. Ltd.
* Pawan Kumar 37 Bachelor of 5/5/2003 Brand Building Head 6,074,894 4,377,492 12
Marella Technology Ethiopia
* P. B. Balaji 45 M.B.A. 5/1/1993 Executive Director- 63,173,027 41,315,349 21
Finance & IT and Chief
Financial Officer
* Pitchaya Madary 44 B.S.M.E. 1/1/2012 UEnS Project Delivery 2,129,333 1,635,400 22 Unilever Thai
Director Services Ltd.
Prabha Narasimhan 42 PGDBM (IIMB) 8/1/2007 VP PC Cluster 19,800,079 13,195,148 17 Madura Garments
Pradeep Banerjee 56 B.E. 3/1/1980 Executive Director - Supply 50,731,932 32,787,158 35
Chain
Pragya Sharma 34 PGDBM 9/20/2004 Marketing Manager- 11,983,091 8,009,127 12 Perfetti Van Melle (I)
Coffee 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 8
Prashant Kurani 43 PG in Packagig 12/19/2006 Packaging Development 7,261,760 5,299,773 8
Technology Manager
Prashanthi K 32 C.A. 11/22/2004 Sr Cat Finance Mgr-Skin 6,462,853 4,596,780 10
Care
Priya Nair 43 B.Com, M.B.A 8/1/1995 Executive Director & 27,782,545 18,015,728 21 Indica
(Mktg) VP - HC
Priyadharshana 44 ACMA, CGMA 2/1/1992 Sr Finance Manager - 14,794,669 9,790,834 23 Unilever Asia
Ekanayake Projects Private Limited
Priyanka Singh 31 B.A. 7/5/2004 GBM sunsilk 6,002,594 4,218,181 10
Puja Chandna 40 M.B.A. 3/16/2009 Regional CMI Manager 6,365,770 4,454,411 6
Punit Misra 44 B.E (Hons.) (Elec), 9/2/1996 Executive Director - Sales 31,091,445 20,112,296 21 The Tata Iron and
PGDBA &Customer Development Steel company,
Tata Administrative
Servs.

Annual Report 2014-15 Information as per Section 197 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
Purnima Lamba 39 M.Sc 2/25/2002 Head Innovation - Lakme 16,263,617 10,714,975 18 Consultant-Sangam
(Management) 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 7,168,558 4,995,941 9 Dr Reddy's
Mgr. Laboratories
Rahul Awasthi 41 B.E. 9/23/1997 Factory Manager 8,139,206 5,706,429 17
Rahul Jain 40 B.Com. 8/26/1997 Consumer Cluster 8,369,366 5,974,702 17
Manager
* Rahul Rajabhau 47 M.E. 8/1/1994 IT Dir CD Route to Market 4,741,789 3,196,127 21 Unilever Singapore
Ubgade CoE
* Raisinghani Gaurav 35 ICSE, ISC, B.C.S, 5/6/2002 GBD Director-MB Axe 7,542,990 5,370,582 14
PGDCM
* Rajan Raghavachari 45 Ph.D. 10/1/1997 Discover Category Leader 5,432,399 3,934,718 17 Rec, Trichy
Rajarshi Saikia 35 M.B.A 5/5/2004 Consumer Cluster Head 10,137,842 7,206,852 11
Rajeev Batra 57 M.B.A. (Marketing 12/1/2010 GM - Corp. Affrs.Delhi 15,412,404 10,142,054 33 Asian Paints
Management),
Advanced Diploma
in Management
Research
(Enterprise
Management)
Rajendra Misra 47 ICSE, ISC, LLB, 4/18/2011 Sr Legal Counsel 13,238,389 8,737,036 24 ITC Ltd
PGDPL
Rajesh Razdan 50 B.E. 8/5/1986 Proc Mgr,Capex-Glb Contr 9,710,063 6,802,555 28
Autom
Rajesh Sethuraman 42 PGDM 6/25/2001 Regl Br Leader DiG 19,711,216 13,046,652 19 Heinz India Limited
Everyman SA
Ramaiah 44 Masters Diploma 4/1/1993 Leader Packaging HC/ 12,387,287 8,256,864 22 Ranbaxy
Muthusubramanian in Packaging Laundry
Technology
Ramesh Nair 41 M.B.A. 1/3/2011 Product Development 6,115,841 4,451,023 4 Colgate Palmolive
Mgr, Skin
Ravimohan H V 53 M.B.B.S. 12/1/2007 Specialist - Med&Occ 6,300,255 4,400,847 7
Health-S
Riteesh Padhi 37 Diploma 8/22/2005 PM - Chem. AAR 6,397,369 4,673,885 9 TCS
Ritesh Tiwari 39 B.COM, Grad. CMA 11/29/1999 Group Controller 17,706,307 11,950,262 15 Price Waterhouse
and ACA
Rohit Bhasin 39 B.E IN COMPUTER 5/4/1998 GBVP FAIR & LOVELY 17,429,793 11,708,387 17
ENGG. , M.B.A.
* 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,
Vlaardingen
Ruhul Khan 41 Bachelor of 9/1/1996 Factory Manager 3P 18,292,215 12,178,398 2
Theology

198 Information as per Section 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
* Rupesh Kumar 44 B.Tech (Chem 5/12/2003 PD - Capex 6,257,218 6,257,218 22 Asian Paints limited
Agarwal Engg), PGDBM
* Rustagi Anuj Kumar 40 B.Tech (Chem), 7/1/1996 Director Premium Health 14,147,644 9,711,533 18
M.B.A.
S Srinandan 39 MBA,IIM- 5/3/1999 Vice President -Brand 24,308,717 15,807,715 17 Ril
CALCUTTA Building
Sagun Verma 35 M.B.A. (Mktg & 7/1/2003 Category Head - HHC 10,960,054 7,342,386 12
Fin) B.A. (Hons -
Economics)
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 6,098,848 4,493,226 18 Thermac Ltd
Trade
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 4/18/2011 UEnS Design Head 38,608,626 25,359,113 3 WorleyParsons
Science China
* Samir Singh 41 M.B.A. 5/2/1997 Executive Director & 60,643,233 39,766,706 17
VP - PC
Sandeep Tanwani 40 PGDBM (Marketing 5/5/2003 Regl Br Leader DiG 12,560,020 8,504,827 17 Relianc Industries
& Finance), B.E Everyman SA Ltd
Sandeep Verma 41 PGDM, B.E. (Mech. 5/2/2000 Category Head HHC, South 12,892,378 8,993,996 18 Hindalco Co. India
Engg) Asia Ltd.
Sandur 53 M.B.A. 9/5/1991 Factory Manager - 3P 6,047,001 4,271,353 23 Eskayef Ltd B'Lore
Subramanyam
Sangeetha 39 PGDP MIR, B.A 5/3/2007 GM HR - Customer 15,446,911 10,338,474 16 HSBC Ltd
Rajalakshmi Development
Sanjay Agarwal 35 C.A. 5/14/2008 Head - FS Service Delivery 6,822,417 5,269,254 6
Sanjay Harlalka 50 B.Tech.(Mech) 1/2/1991 Head SHE - South Asia 16,304,411 10,756,517 29 Bharat Electronics
Sanjiv Chatterji 50 B.Com.(Hons) 7/15/1988 Cluster Quality Head 14,150,887 9,776,625 26 G.T.C Ltd. /
Polyproducts
Sanjiv Mehta 54 B.Com, A.C.A. 10/10/2013 Chief Executive Officer and 141,723,105 92,125,613 31 Unilever Gulf FZE
Managing Director
Sanmukha Guniti 35 M.B.A. 5/21/2007 Factory Manager 3P 7,505,800 5,316,292 8
Sapan Sharma 41 PGDBM 2/20/1998 GM Business Dev, OOH 12,440,337 8,248,756 15 Dabur India Limited
MARKETING GBL Mkts
* Sara Consiglio 30 Masters - Marketing 11/1/2013 R&D Assistant Manager 3,051,785 2,236,526 6 Unilever Italy
and sales
* Sarvamangala 60 M.SC (BOT), 7/1/1983 Head of Patent Group, 17,137,481 11,332,747 31
Venkataraman Ph.D.(BOT) , Indian India
Patent Agent
Satish Goel 50 Ph.D. , MBA 12/15/1993 Head of R&D PC Deploy 15,684,721 10,321,238 29 University Of
South As Pittsburgh
Satyendu Krishna 40 M.B.A. 3/22/2004 Consumer Cluster 7,792,438 5,496,986 16 Gujarat Co-op.Milk
Manager Mktng. Fed.
* Saurin Shah 41 MMS (Marketing) 2/4/2008 CMI Manager - HC, SA 2,434,075 1,754,902 16 GFK, MEA, Egypt
(LG/HHC)

Annual Report 2014-15 Information as per Section 197 199

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
* Sebastiaan Mijwaard 27 Bachelors Degree 7/1/2011 Project Manager Rubiks 5,789,644 4,062,834 4 Unilever Nederland
in Business Services BV
Economics
Shailendra Singh 32 Other 5/8/2006 National Account Manager 9,287,396 6,767,114 8
Shalini Raghavan 36 B.A. (Eco), PGDM 7/21/2003 Head - Dove Markets 10,292,006 7,153,074 14 Britannia Industries
(Mktg) Ltd.
Shantiswarup Panda 36 Post Graduate 5/2/2005 Sr Customer Marketing 6,694,451 4,997,919 9 Infosys Technologies
Manager Ltd
Sharon Pereira 53 Masters in Media 7/15/2002 Head of Reg Adv Prod 13,243,459 8,777,871 27 Enterprise Nexus
Asia-Amet
Shashwat Sharma 34 M.B.A. 5/2/2005 Category Head - Oral 11,431,673 7,679,916 10
Shaweta Pandey 43 B.Pharm, M.A. 7/9/2001 GM HR - Water Business 12,681,864 8,737,880 19 Eily Lilly Ranbaxy
(Personnel Mgmt Limited
& Indl)
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 Associates
Shruti Thakar 34 Post Graduate 6/23/2008 Learning & Talent 9,544,862 6,663,258 6
Manager, Ind
Shubhra Kalra 33 Eco (honours), MBA 9/1/2006 Global Brand Leader 10,876,327 7,691,651 11 Godrej Consumer
Water Products
Siddharth Agrawal 38 ICSE, HSC, B.Com. 2/2/2006 Head - PMDU & Marketing 11,242,661 7,579,164 14 Perfetti Van Mille
MMS Ops (India) Pvt
* Singh Rudratej 42 PGDBM 10/15/1999 VP-Marketing Ops,HPC & 15,068,195 9,956,401 21 Dabur India Ltd.
Foods,S
* Sinkar V P 60 B.Sc., M.Sc., MS, 11/15/1989 Vice President - R&D 22,999,689 15,396,732 30 Nddb
Ph.D.
* 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 9/1/1990 Regional Sales Manager 4,321,783 718,027 24 Cadbury India Ltd
Science
Skand Saksena 46 Ph.D. Chem Engg., 5/15/1997 General Manager - R&D 13,715,988 9,410,232 25 Genentech, Inc
B.Tech
Smita Bhosale 51 B.Sc, MMS 11/19/2003 Regional CMI Head - BB, 13,805,536 9,104,481 28 TNS Mode
SA
Sonal Jain 35 M.B.A 6/16/2008 HRBP – Unilever 9,936,136 7,031,818 6
Engineering
Sridhar J 50 PG in Plastics 12/20/1993 Sr. Packaging Manager 6,834,553 4,740,242 21 Lakme Ltd, Cosmo
Packaging, lifelong Films
education progr,
Michigan State
University (USA)
* Sridhar R 50 B.Com, 5/21/1989 Executive Director- 74,860,106 49,320,558 29 Larsen & Toubro
ACA,ACS,AICWA Finance & IT and Chief
Financial Officer
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

200 Information as per Section 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
* Sriram 40 M.B.A. 9/2/1996 GM- Finance, Sales & CD 18,337,742 12,063,899 18
Venkataraman
Srirup Mitra 33 B.A. (Hons - 7/1/2003 General Manager, Hair 14,212,665 9,449,503 12
Economics )
* Steven Gray 60 PGDBMS 2/19/1979 Head - MDM Operations 8,867,664 6,164,702 36
Subhra Gourisaria 34 C.A. 11/26/2007 Sr Competitor Intelligence 6,658,509 4,681,135 7
Mgr
Sudhir Sitapati 39 PGDM (IIM A) 7/1/1999 VP Refreshment South 20,804,489 13,550,435 16
Asia
Sudip Gupta 54 M.B.B.S. D.I.H. 10/1/1986 Head–M&OH– 9,466,831 6,517,873 29 Calcutta National
HUL(N&E),UBL,ULNepal Medical
Sugam Kumar 34 B.SC Engineering 9/3/2007 Factory Manager 10,184,651 7,088,581 7
Suhas Dantes 57 B. com, BGL, CS 11/27/1978 SC PC Program Manager 7,184,618 5,042,193 36
and ICWA Lifebuoy
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, 7/1/2003 Head - Home Care Finance 12,745,349 8,606,944 12
PGDM
Sumeet Verma 35 PGDBM, BA (Eng 6/12/2007 Performance and Insights 21,413,595 14,567,015 11
Lit.) Head
Sumit Mathur 36 MBA, B Tech. 5/5/2003 GM, S&CD, Ice creams 11,179,581 7,747,512 12
Sumit Sen 53 PGD - Social Work 5/2/1991 GM HR - Employee 12,662,157 8,359,942 28 Jute Divison of
(Labour) Relations M/S.H.Development
Corp. Ltd
Sundar Mahajan 39 B.E. 12/24/1997 Factory Manager 8,180,649 5,736,773 17
Sunil Ghaskadvi 42 M.B.A. 11/10/2006 PM - Packaging 6,528,461 4,591,861 8
Supesh Jain 44 B.E., PGDM 12/1/2003 RDC Lead Laundry SA, 12,178,180 8,073,594 19 Glaxo SmithKline
(operations Rad & Daz CH
Management)
Supriya Dang 38 B.COM, M.M.S. 3/6/2006 Head CTI - Laundry 10,637,138 7,587,896 16 Synovate India
Surendran 38 Bachelors in 6/1/2003 Head, Group SC (Laundry) 23,044,602 15,158,096 14 Unilever South
Subramanien Chemical Eng Africa
(Hons), Masters
in Business
Leadership
* 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, 4/22/2003 General Mgr-Customer 20,409,202 13,473,395 12 Swasti Paridhanam
PGDBA Marketing
Swapnil Joshi 31 M.B.A. 5/3/2007 SP Mgr PG 8,085,767 5,772,146 7
Swapnil Kumar 38 PGDM ( IIM 5/5/2003 Head, CD Operations 11,067,080 7,604,517 12 Tata Consultancy
Lucknow) Services
Swarnim Bharadwaj 30 M.B.A. 5/3/2007 Global Brand Manager, 7,735,633 5,441,416 7
Lifebuoy

Annual Report 2014-15 Information as per Section 197 201

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
1 2 3 4 5 6 7 8 9
T Rajgopal 60 M.D.,DPH,DIH,DNB(H.A.), 8/28/1989 VP Global Med & Occup 36,840,565 23,624,439 38 Ahmedabad Elec Co
Hon. FFOM (London). Hlth
* TG Ramakrishnan 60 B.COM 12/1/1977 Sr.Manager - Indirect 1,939,356 1,588,322 40
Taxation
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 44,594,624 30,045,835 20
&Customer Development
* Udayan Dutt 39 M.B.A. 8/28/2006 GM HR - Marketing 10,763,206 7,800,940 8 Hewitt Associates
Udit Dugar 37 Post Graduate 4/16/2007 Head RTM-S. 12,534,468 8,382,414 13 Infosys Consulting
Asia,TUR,RUB,CDIT
V Hariharan 47 B.Com, AICWA, 11/18/1991 Head-Control Assur & 11,473,370 7,646,094 26 Hotel Shrilekha
CMA Fin Prog Inter Continental
Ltd
Vaidehi Ketkar 43 BDS 11/1/1999 Global Professional 6,229,430 4,363,918 15 Hindustan Lever Ltd
Marketing
Vaidyanathan 52 Master's Degree 11/18/1991 Grp SHE Ops Mgr-Occup 7,980,741 5,747,733 23 Tata Oil Mills Co.
Mudiyanur - Other Safety
Vamsi Manthena 33 M.E. 6/26/2006 Gbl Prog Ldr Laundry 8,791,143 6,176,441 8 Dr. Reddy's Labs
Powders
Vandana Suri 37 Post Graduate 7/25/2011 Category Head Premium 6,628,328 4,638,392 3 PepsiCo
Laundry
Veena More 47 Other 7/14/2006 Technical Project 6,585,036 5,263,084 8 Faber-Castell India,
Leader,Water Ltd
Venkataraghavan 44 Ph.D. 1/2/2002 Sr. Research Scientist 10,276,390 7,132,344 13 RIKEN, Japan
Rajanarayana
Venkatesan 47 B.Tech (Chem 6/3/1996 Head, Global 10,182,486 7,274,369 24 Herdillia Chemicals
Natarajan Engg) Specifications HC Ltd
* Venkatesh 40 M.B.A. 2/1/2000 G M - Brand Development 3,845,274 2,788,870 15 SAP LABS India Ltd
Ramanathan
Vibhav Sanzgiri 45 M.Sc., Ph.D. 9/1/1997 Head of Global R&D 14,225,684 9,362,156 18
Design Hygi
Vidya Venkatram 32 CA 11/22/2004 Project Lead-GST 10,345,612 7,165,861 10
Vijay Menon 42 M.S. (Chem Engg) 5/12/1997 Head Planning and 10,856,487 7,662,518 19 Finolex Industries L
Technology
* Vijay Nehra 40 B.Sc. M.B.A., 3/10/2008 General Manager 5,076,639 3,787,865 19 V Customer
PGDM Services Manager
Vijay Sachdeva 59 Ph.D. 10/6/1992 PM - Supplier 7,547,756 5,286,661 22 Harrisons
Development 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 Labs
Vikas Sabharwal 45 B.E. (Mech) 1/4/1993 Project Delivery Head - SA 15,164,032 9,990,954 22 VIP Industrial
Nashik

202 Information as per Section 197

 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 Designation /Nature of Gross Net Experience Last Employement -
Employment duties (Rs.) (Rs.) Name of the Employer
(mm/dd/yyyy)
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 9
Vikramjeet Singh 36 B. Tech , PGDBM 7/1/2002 GBL Dove Bar Liquids 12,481,708 8,574,774 13
Vipul Chaturvedi 36 Post Graduate 1/24/2006 National Cust Marketing 9,775,228 7,110,300 9 Wockhardt
Mgr
Vipul Mathur 36 B.Tech (Mech.) 5/5/2003 Category Head 12,557,326 8,319,476 12
Vishwanath V 30 M.B.A. 5/3/2007 Marketing Manager 7,809,524 5,642,537 7
Popular Soap
Vivek Singh 37 B.Tech. 7/1/1999 ManEx Head - South Asia 18,800,482 12,666,421 15
Vivek Subramanian 40 B.Com, ACA, 11/3/1997 GM - Finance, Foods 18,418,316 12,118,266 17
AICWA, ACS
Vivekanand Sistla 44 B.Tech, M. S. 7/24/1995 Refreshment R&D Lead 12,706,073 8,388,828 20 University of
SA/Africa Tennessee, USA
* WAGNER LIMA 50 B.Sc. 5/13/1985 General Manager - AM 18,910,724 11,754,732 2 Unilever Brazil
Waseem Jamadar 43 Post Graduate 6/16/1997 Audit Manager 9,116,319 6,376,562 17
Yashodhara Pawar 49 Ph.D. 2/1/2000 Sr. Process Dvpment Eng 6,453,779 4,507,735 15 International paper
Mgr.
Yogesh Mishra 48 B.Tech. 2/7/1990 GM Home Care 14,862,198 9,889,510 28 Atul Refinery
Yuri Jain 52 B.Tech.(Chem), 5/2/1986 Vice President - Water 41,360,356 26,800,886 29 Unilever PLC UK
PGDM(IIMA)

* 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
- N
 ature of employment is contractual for employees
- O
 ther terms and conditions as per Company’s Rules
- N
 one 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

Annual Report 2014-15 Information as per Section 197 203

NOTES
Produced by Hindustan Unilever Limited.
Creative Consultants: AICL Communications Limited (info@aicl.in)   |   Printed at Burda Druck India Pvt. Ltd.
FOR FURTHER INFORMATION ON OUR ECONOMIC,
ENVIRONMENTAL AND SOCIAL PERFORMANCE,
PLEASE VISIT OUR WEBSITE:
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HINDUSTAN UNILEVER LIMITED

Registered Office:
Unilever House,
B. D. Sawant Marg, Chakala,
Andheri (East),
Mumbai - 400 099
CIN : L15140MH1933PLC002030

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