1.  CORPORATE INFORMATION
 
 Gillette India Limited (''the Company'') is a public company
 incorporated under the provisions of the Companies Act, 1956. The
 Company is engaged in the manufacturing and selling of branded packaged
 fast moving consumer goods in the grooming, portable power and oral
 care businesses. The Company''s products are sold through retail
 operations including mass merchandisers, grocery stores, membership
 club stores, drug stores, department stores and high frequency stores.
 The Company has its manufacturing locations at Bhiwadi in Rajasthan and
 Baddi in Himachal Pradesh, apart from third party manufacturing
 locations spread across India.
 
 Rights attached to equity shares
 
 The Company has only one class of equity shares having a par value ofRs.
 10 per share. Each holder of equity shares is entitled to one vote per
 share. The Company declares and pays dividends in Indian rupees. The
 dividend proposed by the Board of Directors is subject to the approval
 of the shareholders in the ensuing Annual General Meeting.
 
 In the event of liquidation of the company, the holders of equity
 shares will be entitled to receive remaining assets of the company,
 after distribution of all preferential amounts. The distribution will
 be in the proportion to the number of equity shares held by the
 shareholders.
 
 2.  (a) Contingent Liabilities:
 
 (i) In respect of Income Tax demands for which the company has
 preferred appeals with appropriate authorities - Rs. 54 27 91 889
 (Previous year :Rs. 13 42 95 184). The contingent liability is in respect
 of matters related to: Income tax dispute on inventory write-off,
 allowability of losses carried forward from merged entities and others.
 
 (ii) In respect of Sales Tax matters for which the company has
 preferred appeals with appropriate authorities - Rs. 22 37 29 095
 (Previous year : Rs. 22 16 36 473). The contingent liability is in
 respect of matters related to: non submission of C Forms/ F
 Forms Rs. 16 08 55 701 (Previous year : Rs. 19 37 99 184) and Interest
 demand on VAT rate difference Rs. Nil (Previous year : Rs. 8 831) and
 others Rs. 6 28 73 394 (Previous year : Rs. 2 78 28 458).
 
 (iii) In respect of Excise, Service Tax and Customs matters for which
 the company has preferred appeals with appropriate authorities
 
 - Rs. 1 33 02 69 529 (Previous year :Rs. 1 04 98 83 545). The contingent
 liabilities are in respect of denial of excise duty benefits at excise
 exempt location Rs. 82 65 03 316 (Previous year : Rs. 65 70 84 390) out of
 which the Company has a right to claim Cenvat credit ofRs. 49 92 93 751
 (Previous year : Rs. 39 38 12 373); denial of Cenvat credit Rs. 31 61 43
 634 (Previous year :
 
 Rs. 32 39 26 267); sendee tax matters Rs. 49 54 606 (Previous year : Rs. 49
 54 606); Customs valuation disputes Rs. 15 28 06 226 (Previous year :Rs. 16
 18 04 057) and others Rs. 2 98 61 747 (Previous year : Rs. 2 72 81 963).
 
 (iv) In respect of counter guarantees given to bank against guarantees
 given by bank Rs. 16 51 57 448 (Previous year : Rs. 11 99 29 266).
 
 At the request of the Company, its bankers have issued guarantees to
 government bodies and third parties for performance obligation under
 various commercial agreements. The Company has issued counter
 guarantees to the banks in respect of these guarantees.
 
 (v) In respect of other claims Rs. 3 82 00 000 (Previous year : Rs. 2 00 31
 519). The Company is a party to various legal proceedings in the normal
 course of business.
 
 (vi) In respect of Demand raised by Delhi Development Authority towards
 interest on belated payment of Unearned Increase in respect of
 leasehold land charges Rs. 3 94 57 027 (Previous year : Rs. 3 94 57 027).
 
 (vii) Other commitments of Rs. 4 50 22 577 (Previous year : Rs. Nil)
 (Payable to a Contract Manufacturer towards commitment charges).
 
 Future Cash Flow in respect of the above, if any, is determinable only
 on receipt of judgements/decisions pending with the relevant
 authorities. The Company does not expect the outcome of matters stated
 in (i) to (vi) above to have a material adverse effect on the
 Company''s financial condition, results of operations or cash flows.
 
 (b) Estimated amount of contracts remaining to be executed on capital
 account (net of advances) Rs. 1 03 74 366 (Previous year : Rs. 61 02 977)
 
 3.  As informed in the previous Financial Statements, the Company had
 filed a writ petition in the High Court of Himachal Pradesh at Shimla
 challenging the premature withdrawal of Excise duty exemption for
 packing/repacking activities at its Baddi Manufacturing Facility.
 
 The High Court has since passed an order in favour of your company and
 has struck down the notification withdrawing the excise exemption.
 
 The Excise department has preferred an appeal with the Hon''ble Supreme
 Court of India against the said order of the High Court. The Company
 has as a matter of prudence, created a Contingency Reserve of Rs. 41 50
 00 000 (Previous year : Rs. 30 00 00 000) by way of appropriation of
 profits to the extent of excise duty payable (net of Cenvat credit) on
 dispatches made from the Baddi plant. Accordingly during the current
 year profit of Rs. 11 50 00 000 (Previous year : Rs. 9 00 00 000) have been
 appropriated. These Reserves will be reviewed < as and when this
 litigation is finally decided.
 
 II.  Defined Benefit Plans
 
 a.  Gratuity Fund (Funded Scheme): Gratuity is payable to all eligible
 employees of the Company on Superannuation, death, permanent
 disablement or resignation in terms of the provisions of the Payment of
 Gratuity Act or Company''s scheme whichever is more beneficial.
 Benefits would be paid at the time of separation based on the last
 drawn base salary.
 
 b.  Provident Fund (Funded Scheme): Provident Fund for all permanent
 employees is administered through a trust. The Provident Fund is
 administered by trustees of an independently constituted common trust
 recognised by the Income Tax authorities where two other group
 Companies are also participants. Periodic contributions to the Fund are
 charged to revenue. The Company has an obligation to make good the
 shortfall, if any, between the return from the investment of the trust
 and notified interest rate by the Government. The contribution by
 employer and employee together with interest are payable at the time of
 separation from service or retirement whichever is earlier. The benefit
 under this plan vests immediately on rendering of service.
 
 c.  Post Retirement Medical Benefit (PRMB) (Non-funded Scheme): Under
 this scheme, employees get medical benefits subject to certain limits
 of amount, periods after retirement and types of benefits, depending on
 their grade at the time of retirement.  Employees separated from the
 Company as part of early separation scheme are also covered under the
 scheme. The liability for post retirement medical scheme is based on an
 independent actuarial valuation.
 
 (E) Category of Plan Assets
 
 The Company''s Plan Assets in respect of Gratuity, alongwith two other
 group companies, are funded through the group scheme of the Life
 Insurance Corporation of India.
 
 The Company''s Provident Fund is administered by Company''s own Trust
 Fund. The Company has an obligation to service the shortfall on account
 of interest generated by the Fund and on maturity of Fund investments
 and hence the same has been classified as Defined Benefit Obligation.
 
 4. (a) Global Employee Stock Ownership Plan (Stocks of the Parent
 Company)
 
 The Gillette Company, USA (TGC) had a Global Employee Stock
 Ownership Plan (employee share purchase plan) whereby specified
 employees of its subsidiaries have been given a right to purchase
 shares of TGC.
 
 Every employee who opted for the scheme contributed by way of payroll
 deduction up to a specified percentage (upto 15%) of his gross salary
 towards purchase of shares on a monthly basis. The Company contributes
 50% of employee''s contribution (restricted to 2.5% of gross salary).
 Such contribution is charged to staff cost.
 
 Subsequent to the worldwide merger of Aquarium Acquisition Corporation
 (wholly owned subsidiary of the Procter & Gamble Company, USA) with TGC
 on October 1, 2005, the shares of TGC got delisted from the New York
 Stock Exchange and the share purchase plan has been adopted by the
 Procter & Gamble Company, USA.
 
 The shares of TGC (till 30 September 2005)/The Procter & Gamble
 Company, USA are listed with New York Stock Exchange of USA and are
 purchased on behalf of the employees at market price on the date of
 purchase.
 
 During the year 2 478.13 shares (Previous year : 2 457.29 shares) were
 purchased by employees at weighted average fair value ofRs. 3 220.89
 (Previous year : Rs. 2 841.87) per share. The Company''s contribution
 during the year on such purchase of shares amounting to Rs. 24 80 581
 (Previous year : f 21 22 809) has been charged under Employee Benefit
 Expenses under Note 21.
 
 (b) Employees Stock Options Plan (Stocks of the Parent Company)
 
 The Gillette Company, USA (TGC) had an Employees Stock Options Scheme
 whereby specified employees of its subsidiaries covered by the plan
 were granted an option to purchase shares of the Parent Company i.e.
 The Gillette Company, USA at a fixed price (grant price) for a fixed
 period of time. Subsequent to the worldwide merger of Aquarium
 Acquisition Corporation (wholly owned subsidiary of the Procter &
 Gamble Company, USA) with The Gillette Company, USA on October 1, 2005,
 the shares of The Gillette Company got delisted from the New York Stock
 Exchange. Upon this change in control the 2005 Gillette Option award
 got automatically converted into P&G options at the established
 conversion ratio of 0.975 shares in the Procter and Gamble Company, USA
 for every share held in the Gillette Company. The shares of the
 Gillette Company (till September 30, 2005)/ The Procter & Gamble
 Company, USA were/are listed with New York Stock Exchange of USA. The
 options were issued to Key Employees of the Company with Exercise price
 equal to the market price of the underlying shares on the date of the
 grant.  The Grants issued are vested after 3 years/5 years and have a 5
 years/10 years life cycle.
 
 5.  Disclosures under the Micro. Small and Medium Enterprises
 Development Act, 2006:
 
 (i) No payments were due and outstanding to suppliers covered under the
 Micro Small and Medium Enterprises Development Act, 2006 as at the end
 of the current and previous accounting year on account of Principal and
 Interest respectively.
 
 (ii) No interest was paid in the current and the previous accounting
 year.
 
 (iii) No interest was payable at the end of the current and previous
 accounting year other than interest under Micro, Small and Medium
 Enterprises Development Act, 2006.
 
 ( iv) No amount of interest was accrued and unpaid at the end of the
 current and previous accounting year.
 
 The above information regarding Micro, Small and Medium Enterprises has
 been determined to the extent such parties have been identified on the
 basis of information available with the Company. This has been relied
 upon by the auditors.
 
 6.  The Company has taken on lease guesthouses for accommodation of
 employees and godowns for storage of inventories, with an option of
 renewal at the end of the lease term and escalation clause in some of
 the cases. These leases can be terminated with a prior notice as per
 terms and conditions of the respective lease agreements. Lease payments
 amounting to Rs. 2 18 34 969 (Previous Year: Rs. I 48 96 204) have been
 charged to the Statement of Profit and Loss for the year. There are no
 ''Non cancellable'' leases.
 
 7.  Common service expenses paid/recovered include payment/recoveries
 on account of finance, personnel, secretarial, administration and
 planning services rendered under common services agreement of the
 Company with Procter and Gamble Hygiene and Health Care Limited and
 Procter and Gamble Home Products Limited.
 
 8.  (a) Re-appointment of Managing Director
 
 The Managing Director of the Company Mr. Shantanu Khosla, has been
 re-appointed as the Managing Director of the Company on completion of
 his five year term for a period of five years with effect from January
 29, 2012 by the Board of Directors at their meeting held on May 4,
 2012. The said re-appointment is subject to the approval of the Members
 at the ensuing 28th Annual General Meeting of the Company and the
 Central Government. The said approval for re-appointment shall also
 include either payment of remuneration to Mr. Khosla directly and/or
 the same may be reimbursed/cross charged to/from any other Company of
 which Mr. Khosla is also the Managing Director, as enumerated in the
 Explanatory Statement annexed pursuant to Section 173 of the Act,
 provided however that the remuneration payable to Mr. Khosla or the
 reimbursement as aforesaid shall not exceed the maximum limits for
 payment of managerial remuneration specified in Schedule XIII to the
 Companies Act, 1956 or any amendments thereto as may be made from time
 to time. The Board of Directors of the Company has at the said meeting
 approved/ratified the payment towards the remuneration of Mr. Khosla
 either being made directly to Mr. Khosla or by way of re-imbursement to
 any other Company of which Mr. Khosla is also the Managing Director
 from January 29, 2012 till the date of the Annual General Meeting.
 Where in any Financial Year during the tenure of office of Mr. Khosla,
 the Company has no profits or its profits are inadequate, the Company
 shall pay remuneration, benefits and amenities to Mr. Khosla as
 specified in the said explanatory statement, subject to the approval of
 the Central Government, if and to the extent necessary. Mr. Shantanu
 Khosla is not liable to retire by rotation.
 
 The re-appointment of Mr. Khosla as the Managing Director of the
 Company is notwithstanding the fact that he has been appointed as the
 Managing Director of Procter & Gamble Home Products Limited and Procter
 and Gamble Hygiene & Health Care Limited for a period of five years.
 
 An application has been made by the Company to the Central Government
 seeking approval for the said re-appointment of Mr. Shantanu Khosla as
 the Managing Director of three legal entities as is stated above. The
 said application is as yet pending for approval.
 
 (b) Commission to Non-Executive Directors
 
 During the previous year, commission of Rs. 1 60 00 000 was paid to the
 Non-Executive Directors, which exceeded the maximum limit of 1% of the
 net profits by an amount of Rs. 21 40 965. The said excess amount of Rs. 21
 40 965 was considered as an advance held under trust for the Company by
 the Non-Executive Directors. In order to enable the Non-Executive
 Directors to retain the excess amounts of commission then paid, the
 following approvals were obtained:
 
 - Approval from the Members of the Company at their 27th Annual
 General Meeting held on 31st October 2011 by a Special Resolution; and
 
 - Approval from the Central Govt vide their Letter No B
 25883299/2/2011-CL.VII dated 1st May, 2012.
 
 Pursuant to the above mentioned approvals, the said amount of Rs. 21 40
 965 has been expensed during the current year.
 
 In respect of the current year, an aggregate amount of Rs. 80 00 000 has
 been paid as commission to the Non-Executive Directors which is within
 the overall limits of commission payable to such directors under
 schedule XIII to the Companies Act, 1956.  The said payment constitutes
 50% of the aggregate amount of Rs. 1 60 00 000 (excluding service tax of
 Rs. 9 88 800) which is payable to the Non-Executive Directors and is
 provided for in the financial statements.
 
 The aggregate amount of Commission of Rs. 1 69 88 800 (including service
 tax of Rs. 9 88 800) payable and charged for the year in the financial
 statements as is stated above, exceeds the maximum amount payable based
 on 1% of the net profits of the Company amounting to Rs. 1 21 63 895 (as
 per the computation below) for the year ended 30th June 2012, by an
 amount of Rs. 48 24 905 (including service tax of Rs. 9 88 800). The said
 excess amount of Rs. 48 24 905 which is provided but not paid, is subject
 to by approval of the Members of the Company by way of a special
 resolution at the ensuing 28th Annual General Meeting of the Company,
 and the Central Government.
 
 9. Related Party Disclosures:
 
 The Group Companies of The Procter & Gamble Company, USA include, among
 others, Gillette Worldwide Holding LLC; Procter & Gamble India Holding
 BV; Procter & Gamble Iron Horse Holding BV; Procter & Gamble Eastern
 Europe LLC; Procter & Gamble Nordic LLC; Procter & Gamble Global
 Holding Limited; Procter & Gamble Luxembourg Global SARL; Procter &
 Gamble International SARL; Procter & Gamble India Holdings Inc.;
 Procter & Gamble International Operations, SA; Gillette Group (Europe)
 Holdings, BV; Procter & Gamble Canada Holding BV; Procter & Gamble
 Overseas Canada, BV.
 
 Details of Related parties:
 
 (a) Parties where control exists:
 
 - The Procter and Gamble Company, USA - Ultimate Holding Company
 
 The Procter & Gamble India Holdings B.V. - Holding Company
 
 Notes on Segment Information:
 
 (1) Segments have been identified in line with the Accounting Standard
 on Segment Reporting (AS-17), taking into account the organisation
 structure as well as the differential risks and returns of these
 segments. Business segments have been considered as primary segments.
 
 (2) Segment Revenue, Results and Capital Employed figures include the
 respective amounts identifiable to each of the segments.  Unallocable
 income/expenses include income/expenses incurred at a corporate level
 which relate to the company as a whole.  Unallocable income/expenses
 mainly includes income from investment of surplus funds and exchange
 gain/(loss).
 
 (3) Details of type of products included in each segment:
 
 Grooming: Blades, Razors and Toiletries
 
 Portable Power: Batteries
 
 Oral Care: Tooth brushes and oral care products
 
 (4) Unallocable Corporate Assets mainly include Trade Receivables, Cash
 and Cash Equivalents, Loans and Advances and Other Current Assets.
 
 (5) Unallocable Corporate Liabilities mainly include Trade Payables,
 Other Liabilities and Provisions.
 
 10. Excise duty deducted from turnover represents amount of excise duty
 collected by the company on sale of goods. Excise duty shown under Note
 23 - Other Expenses represents difference in amount of excise duty on
 closing stock and opening stock of finished goods.
 
 11.  Salaries and Wages includes Rs. 44 51 709 (Previous year : Rs. Nil)
 for expenditure on Voluntary Retirement Scheme.
 
 12.  No borrowing costs have been capitalised during the year.
 
 13.  Legal and Professional Services in Note 23 — Other Expenses
 includes an amount off 5 61 800 (Previous year : Rs. 1 10 300) on account
 of fees to cost auditors.
 
 14.  The Revised Schedule VI has become effective for periods
 commencing on or after 1 April, 2011 for the preparation of financial
 statements. This has significantly impacted the disclosure and
 presentation made in the financial statements. Previous year''s
 figures have been regrouped''reclassified wherever necessary to
 correspond with the current year''s classification/disclosure.