1.  We have audited the attached Balance Sheet of Colgate-Palmolive
 (India) Limited (the Company) as at March 31, 2011, and the related
 Profit and Loss Account and Cash Flow Statement for the year ended on
 that date annexed thereto, which we have signed under reference to this
 report. These financial statements are the responsibility of the
 Companys Management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India.  Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by Management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of The Companies Act, 1956
 of India (the Act) and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that :
 
 (a) We have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary for the purposes of
 our audit;
 
 (b) In our opinion, proper books of account as required by law have
 been kept by
 
 the Company so far as appears from our examination of those books;
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the
 directors, as on March 31, 2011 and taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 2011
 from being appointed as a director in terms of clause (g) of sub-
 section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India :
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditors Report
 
 (Referred to in Paragraph 3 of the Auditors Report of even date to the
 members of Colgate-Palmolive (India) Limited on the financial
 statements for the year ended March 31, 2011)
 
 i. (a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 (b) The fixed assets are physically verified by the Management
 according to a phased programme designed to cover all the items over a
 period of three years which, in our opinion, is reasonable having
 regard to the size of the Company and the nature of its assets.
 Pursuant to the programme, a portion of the fixed assets has been
 physically verified by the Management during the year and no material
 discrepancies between the book records and the physical inventory have
 been noticed.
 
 (c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed
 of by the Company during the year.
 
 ii. (a) The inventory (including stocks with third parties) has been
 physically verified by the Management during the year. In our opinion,
 the frequency of verification is reasonable.
 
 (b) In our opinion, the procedures of physical verification of
 inventory followed by the Management are reasonable and adequate in
 relation to the size of the Company and the nature of its business.
 
 (c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 iii. (a) The Company has not granted any loans, secured or unsecured,
 to companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.  Accordingly, clauses (iii)(b) to
 (iii)(d) of the paragraph 4 of the Order are not applicable to the
 Company during the current year.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 Accordingly, clauses (iii)(f) and (iii)(g) of the paragraph 4 of the
 Order are not applicable to the Company during the current year.
 
 iv. In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory, fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, no major weakness has been noticed or
 reported.
 
 v. (a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements referred to
 in Section 301 of the Act have been entered in the register required to
 be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, in respect of purchase of services made in pursuance of
 such contracts or arrangements and exceeding the value of Rupees Five
 Lacs in respect of any party during the year, no comparison of prices
 could be made available as these services, according to Management, are
 of special nature.
 
 vi. The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 vii. In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 viii. We have broadly reviewed the books of account maintained by the
 Company in respect of products where, pursuant to the Rules made by the
 Central Government of India, the maintenance of cost records has been
 prescribed under clause (d) of sub-section (1) of Section 209 of the
 Act, and are of the opinion that prima facie, the prescribed accounts
 and records have been made and maintained. We have not, however, made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 ix. (a) According to the information and explanations given to us and
 the records of the Company examined by us, in our opinion, the Company
 is generally regular in depositing undisputed statutory dues including
 provident fund, investor education and protection fund, employees
 state insurance, income-tax, sales tax, wealth tax, service tax,
 customs duty, excise duty, cess and other material statutory dues as
 applicable, with the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, there are no dues of wealth tax,
 customs duty and cess as at March 31, 2011, which have not been
 deposited on account of any dispute. The particulars of dues of
 income-tax, sales-tax, service-tax and excise duty as at March 31, 2011
 which have not been deposited on account of a dispute are as follows :
 
 
 Sr.  Name of the Statute            Nature of the Dues and period to
 No.                                      which the amount relates
 
 1    Excise Duty
      The Central Excise Act, 1944   Excise duty liability for the 
                                     Financial Years 1994-1995 to 
                                     2000-2001 and 2003-2004 
                                     to 2009-2010.
 
                                     Excise duty liability for the 
                                     Financial Years 1998-1999 
                                     to 2004-2005 and 2006-2007 
                                     to 2010-2011.
 
                                     *includes Rs. 1,400.73 Lacs in 
                                     respect of matter which has been 
                                     decided in favour of the Company, 
                                     but department has preferred 
                                     appeal at higher level.
 
      Total 
 
 2    Sales Tax
 
      As per the Statutes applicable Sales tax liability for the 
      in the following states –      Financial Years 1995-1996, 
      New Delhi, Maharashtra,        1998-1999 and 2000-2001 to
      Bihar, Orissa, Kerala,         2008-2009.
      Andhra Pradesh, West Bengal, 
      Uttar Pradesh, Gujarat,
      Assam, Tripura and Madhya      Sales tax liability for the
      Pradesh                        Financial Years 1988-1989, 
                                     1990-1991, 1993-1994, 
                                     1994-1995, 1996-1997 to 
                                     1999-2000, 2001-2002, 
                                     2003-2004 and 2004-2005.  
 
      Total
 
 3    Service Tax
      The Finance Act, 1994          Service tax liability for the 
                                     Financial Years 2005-2006 
                                     to 2008-2009.
 
                                     Service tax liability for the 
                                     Financial Years 2001-2002 
                                     to 2009-2010.
 
      Total
 
 4    Income Tax
      The Income Tax Act, 1961       Income tax liability for the
                                     Financial Years 2005-2006
                                     and 2006-2007.
 
      Total
 
 
 Sr.  Name of the Statute    Amount under     Forum where
 No.                         dispute not yet  dispute is pending
                             deposited 
                             (Rs. Lacs)
 
 1    Excise Duty              *1,667.51      Customs, Excise and 
      The Central Excise                      Service Tax Appellate 
      Act, 1944                               Tribunal
 
                                  937.49      First Appellate 
                                              Authorities
 
      Total                     2,605.00
 
 
 2    Sales Tax                   
      As per the Statutes         512.06      Assessing Authorities 
      applicable in the                       and First Appellate 
      following states -                      Authorities of various
      New Delhi, Maharashtra,                 states
      Bihar, Orissa, Kerala,
      Andhra Pradesh, West
      Bengal, Uttar Pradesh,      349.42      Sales Tax Appellate
      Gujarat, Assam, Tripura                 Tribunal of various
      and Madhya Pradesh                      states
 
      Total                       861.48
 
 
 3    Service Tax
      The Finance Act, 1994     1,529.55      Customs, Excise and 
                                              Service Tax Appellate 
                                              Tribunal
 
                                  108.84      First Appellate 
                                              Authorities
 
      Total                     1,638.39
 
 
 4    Income Tax
      The Income Tax Act, 1961    932.81      First Appellate
                                              Authorities
 
       Total                      932.81
 
 
 x. The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 xi. According to the records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any banks as at Balance Sheet date.  Further,
 there were no dues payable to financial institution or debenture
 holders as at the Balance Sheet date.
 
 xii. The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 xiii. The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 xiv. In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 xv. In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 xvi. The Company has not obtained any term loans.
 
 xvii. On the basis of an overall examination of the balance sheet of
 the Company, in our opinion and according to the information and
 explanations
 
 given to us, there are no funds raised on a short- term basis which
 have been used for long-term investment.
 
 xviii. The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 xix. The Company has not issued any debentures during the year.
 
 xx. The Company has not raised any money by public issues during the
 year.
 
 xxi. During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 material fraud on or by the Company, noticed or reported during the
 year, nor have we been informed of such case by the Management.
 
 
                                                   For Price Waterhouse
                                          Firm Registration No. 301112E 
                                                  Chartered Accountants
 
 
                                                           Partha Ghosh
                                                                Partner 
                                                 Membership No. F-55913
 
 
 Mumbai, May 30, 2011