1.  We have audited the attached Balance Sheet of Gillette India
 Limited (the Company), as at June 30, 2012, the Statement of
 Profit and Loss and the Cash Flow Statement of the Company for the 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:
 
 (i) Note 36(a) to the financial statements regarding the re-appointment
 of the Managing Director of the Company which is subject to approval by
 the Central Government as required by sub-section (4) of Section 316 of
 the Companies Act, 1956, and the Members at the ensuing Annual General
 Meeting of the Company.
 
 (ii) Note 36(b) to the financial statements, regarding the excess
 commission provided but not paid to the Non-Executive Directors
 amounting to Rs. 48 24 905 (including service tax of Rs. 9 88 800), which
 is subject to the approval of the Members at the ensuing 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 paragraphs 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 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 Balance Sheet, the Statement of Profit and Loss
 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, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the profit of
 the Company for the 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, 2012 and taken on record by the Board of Directors, none
 of the Directors is disqualified as on June 30, 2012 from being
 appointed as a director in terms of Section 274(1 )(g) of the Companies
 Act, 1956.
 
 Annexure to the Auditor''s 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 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 within an interval of three years.  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 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 cost records maintained by the
 Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
 prescribed by the Central Government under Section 209(1 )(d) of the
 Companies Act, 1956 and are of the opinion that prima facie the
 prescribed cost records have been maintained.  We have, however, not
 made a detailed examination of the cost records with a view to
 determine whether they are accurate or complete.
 
 (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,
 Service Tax, Custom Duty, Excise Duty, Cess and other material
 statutory dues as applicable to it with the appropriate authorities.
 The provisions relating to Wealth Tax are not applicable to the
 Company.
 
 b.  There were no undisputed amounts payable in respect of Income-tax,
 Custom Duty, Excise Duty, Cess and other material statutory dues in
 arrears as at June 30, 2012, 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, 2012 on account of
 disputes are given below:
 
 
  Statute      Nature    Forum where     Period to which       Amount 
               of the    dispute         the amount            involved
               dues      is pending      relates               (Rs.)
 
  The Central  Excise    Appellate       Nov''94 - May''96,     829689387
  Excise Act,  duty      Authority - 
                         upto            Sep''95 - Nov''95,
  1944                   Commissi
                         oners/          May-1996,
                         Revisional      July - 1997,
                         authorities 
                         level           Apr''02 - Jan''03,
                                         Apr''04 - Sep''04,
                                         Dec''04 - Sep''07,
                                         Apr''08 - Jan''12,
                                         Sep''09 - Mar''ll
 
 
                         Appellate       Apr''94 - Sep''96       14232540
                         Authority -     Nov''96 - May''98
                         Tribunal
 
                         High Court           1991               891574
 
               Sub-
               total                                          844813501
 
  Finance      Service   Appellate           2001-02,           4954606
  Act, 1994    tax       Authority - 
                         upto            Jan''04 - Dec''04,
                         Commissioners/  Apr''05 - Mar''06,
                         Revisional      Apr''05 - Sep''05 
                         authorities 
                         level
 
               Sub-
               total                                            4954606
 
  Customs      Custom    Appellate       May''05 - Dec''06      157600562
  Act, 1962    Duty      Authority - 
                         upto 
                         Commissioners/
                         Revisional 
                         authorities 
                         level
 
                         Customs, 
                         Excise               1996              2653495
                         and Service 
                         Tax Appellate 
                         Tribunal
 
               Sub-
               total                                          160254057
 
  Sales Tax    Sales 
               Tax       Appellate          1997-1998 to      215273908
  Laws as                Authority - 
                         upto               2009-2010
  per 
  statutes               Commissioners/
  applicable             Revisional
  in various             authorities 
                         level
  states                 Appellate          1997-1998,         15339400
                         Authority -        1999-2000,
                         Tribunal           2002-2003,
                                            2004-2005.
 
               Sub-
               total                                          230613308
 
  Himachal     Entry 
               Tax       High Court         April 2011 to      27185357
  Pradesh Tax                               June 2012
  on Entry of
  Goods into
  Local Area
  Act, 2010
 
               Sub-
               total                                           27185357
 
 
 
 
 The above excludes disputed unpaid Excise demands of Rs. 293896485 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
 and Cess during the 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 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 year.
 
 
 
                                           For DELOITTE HASKINS & SELLS
 
                                                  Chartered Accountants 
 
                                        (Firm Registration No. 117366W)
 
 
 
                                                           K. A. Katki
 
                                                               Partner 
 
 Mumbai, August 23, 2012                       (Membership No. 038568)