1.  We have audited the attached Balance Sheet of Gillette India
 Limited (the Company), as at June 30, 2011, the Profit and Loss
 account and also the Cash Flow Statement of the Company for the
 Financial Year ended on that date, both annexed thereto. These
 Financial Statements are the responsibility of the Company''s
 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. These Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 Financial Statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the Financial Statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the Management, as well as evaluating the overall Financial
 Statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  Attention is invited to Note B5 of Schedule 17 annexed to and
 forming part of the Financial Statements, regarding the excess
 commission paid to the Non-Executive Directors amounting to Rs. 21.41
 lakhs, which is subject to the approval of the Members at the ensuing
 27th Annual General Meeting of the Company and the Central Government.
 
 4.  As required by the Companies (Auditors'' Report) Order, 2003 (CARO)
 issued by the Central Government of India in terms of Section 227(4A)
 of the Companies Act, 1956, we enclose in the Annexure, a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 5.  Further to our comments as stated in paragraph 3 and the Annexure
 referred to in Paragraph 4 above, we report as follows:
 
 (a) we have obtained all the information and explanation 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 Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) in our opinion, the Balance Sheet, the Profit and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (e) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at June 30, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the Financial Year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the Financial Year ended on that date.
 
 6. On the basis of written representations received from the Directors
 as on June 30, 2011 and taken on record by the Board of Directors, none
 of the Directors is disqualified as on June 30, 2011 from being
 appointed as a Director in terms of Section 274(1 )(g) of the Companies
 Act, 1956.
 
 Annexure to the Auditors'' Report
 (Referred to in paragraph 4 of our report of even date)
 
 (i) Having regard to the nature of the Company''s business / activities
 / result, clauses vi, x, xi, xii, xiii, xiv, xv, xvi, xviii, xix and xx
 of CARO are not applicable.
 
 (ii) In respect of its fixed assets
 
 a.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 b.  The fixed assets were physically verified during the Financial Year
 by the Management in accordance with a regular programme of
 verification, which in our opinion provides for physical verification
 of all the fixed assets at reasonable intervals. According to the
 information and explanations given to us, no material discrepancies
 were noticed on such verification.
 
 c.  The fixed assets disposed off during the Financial Year, in our
 opinion, do not constitute a substantial part of the fixed assets of
 the Company and such disposal has, in our opinion, not affected the
 going concern status of the Company.
 
 (iii) In respect of its inventory:
 
 a.  As explained to us, the inventories were physically verified by the
 management at reasonable intervals during the period.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c.  In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 (iv) The Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties listed in the
 Register maintained under Section 301 of the Companies Act, 1956.
 
 (v) In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, there is an
 adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 inventory and fixed assets and the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 (vi) According to the information and explanations given to us, there
 are no contracts or arrangements, the particulars of which needs to be
 entered in the register maintained in pursuance of Section 301 of the
 Companies Act, 1956.
 
 (vii) In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1 )(d) of the Companies
 Act, 1956 in respect of manufacture of shaving systems, and are of the
 opinion that prima facie, the prescribed accounts and records have been
 made and maintained. We have, however, not made a detailed examination
 of the records with a view to determining whether they are accurate or
 complete. To the best of our knowledge and according to the information
 and explanations given to us, the Central Government has not prescribed
 the maintenance of cost records for any other product of the Company.
 
 (ix) According to the information and explanations given to us in
 respect of statutory dues:
 
 a.  The Company has generally been regular in depositing undisputed
 statutory dues, including Provident Fund, Investor Education and
 Protection Fund, Employees'' State Insurance, Income tax, Sales-tax,
 Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other
 material statutory dues as applicable to it with the appropriate
 authorities.
 
 b.  There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at June 30, 2011, for a period of more than six
 months from the date they became payable.
 
 c. Details of Excise duty, Service Tax, Sales tax and Custom Duty which
 have not been deposited as on June 30, 2011 on account of disputes are
 given below:
 
 Statute      Nature of   Forum       Period to which the       Amount
              the dues    where       amount relates           involved
                          dispute is                            (Rs. in
                          pending                                Lakhs)
 
 The Central  Excise      Appellate   May - 1996, Nov''94 -      5142.32
 Excise Act,  duty        Authorities May ''96, Jull ''97 -
 1944                                 July 31 ''97, Apr ''04-
                                      Sep ''04, Sept - 1995 -
                                      Nov- 1995, Apr''02-
                                      Jan ''03, Apr ''02 -
                                      Jan ''03, Dec ''04 -
                                      Sept ''07 and
                                      Apr ''08 - Oct''10
 
                          Tribunal    Apr ''94 - Sep ''96          142.33
                                      Nov ''96 - May ''98
 
                          High Court  1991                         8.92
 
              Sub-total                                         5293.57
 
 Finance Act, Service     Appellate   2001-02, Jan ''04 - Dec      49.55
 1994         tax         Authorities ''04, Apr 05 to Mar 06,
                                      Apr 05 to Sep 05
 
              Sub-total                                           49.55
 
 Customs Act, Custom      Appellate   1996-97, May 05 to        1554.60
 1962         Duty        Authorities  Dec06
 
              Sub-total                                         1554.60
 
 Sales Tax    Sales Tax   Tribunal    1997-98,1999-2000,         155.05
 Laws as                              2000-2001, 2002-2003
 per statutes                         & 2003-2004
 applicable 
 in                       Appellate   1997-1998 to 2009-10      2222.94
 various 
 states                   Authorities
 
              Sub-total                                         2377.99
 
 Himachal     Entry Tax   Appellate   April 2011 to June 2011     90.30
 Pradesh Tax              Authorities
 on Entry of
 Goods into
 Local Area
 Act, 2010
 
              Sub-total                                           90.30
 
 The above excludes disputed unpaid Excise demands of Rs. 2771.47 lakhs
 raised by the authorities on the third parties with whom the company
 has business transactions/contractual obligation.
 
 There were no disputed dues remaining unpaid in respect of Income Tax,
 Wealth Tax and Cess during the Financial Year.
 
 (x) According to the information and explanations given to us and on an
 overall examination of the balance sheet of the Company, we report that
 the funds raised on short term basis have not been used during the
 Financial Year for long term investment.
 
 (xi) To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no material fraud
 on the Company has been noticed or reported during the Financial Year.
 
 
                                          For DELOITTE HASKINS & SELLS
 
                                                 Chartered Accountants
 
                                            (Registration No. 117366W)
 
                                                           K. A. Katki
 
 Mumbai,                                                       Partner
 
 August 26, 2011                                 Membership No. 038568