1.  We have audited the attached Balance Sheet of Hindustan Unilever
 Limited (the Company) as at 31st March, 2012, and the related
 Statement of Profit and Loss 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
 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. 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 (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s 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 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, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet, Statement of Profit and Loss 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 31st March, 2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on 31st March, 2012
 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 3lsl March 2012;
 
 (ii) in the case of the Statement of Profit and Loss, 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 auditors'' report
 
 Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of Hindustan Unilever Limited on the financial statements as of
 and for the year ended 31st March 2012
 
 1.  (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 two 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
 off by the Company during the year.
 
 2.  (a) The inventory (excluding stocks with third parties) has been
 physically verified by the Management during the year. In respect
 of inventory lying with third parties, these have substantially been
 confirmed by them. 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.
 
 3.  The Company has neither granted nor taken any loans, secured or
 unsecured, to / from companies, firms or other parties covered in the
 register maintained under Section 301 of the Act. Consequently, clauses
 (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of paragraph 4 of
 the Order are not applicable.
 
 4.  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 and 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 have been noticed or
 reported.
 
 5.  (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, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 6.  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.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business.
 
 8.  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.
 
 9.  (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 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 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
 which have not been deposited on account of any dispute, and the
 particulars of dues of income tax, sales tax, service tax, customs duty
 and excise duty as at 31st March 2012 which have not been deposited on
 account of a dispute, are as follows:
 
 Name of the 
 statute      Nature of dues   Amount under      Periods to which the
 
                               dispute not yet   amount relatest
                               Deposit 
                               (Rs.Crores)
 
 The 
 Central 
 Excise Act   Excise duty 
              including 
              interest and         97.33           1982-83,1985-90, 
 1944         penalty, as 
              applicable                           1991-2011
 
                                   64.21           1981,1992-99, 2000-10
 
                                    0.03           1999 
 
                                    4.70           1979 -1983
 
 Central 
 Sales Tax 
 Act          Sales tax including 
              interest and         94.82           1983-89,
                                                   1990-10 
 
 and Local 
 Sales Tax 
 Acts         penalty, as 
              applicable 
 
 
                                   10.23           1992-10 
 
                                   32.29           1976-77,1983-86, 
                                                   1988-89,1991-01,
 
                                                   2003, 2004-05, 2007
 
                                    2.18           1985-90, 1995-97, 2000 
 
 Customs 
 Act,1962     Customs duty 
              including 
              interest              2.74           1995,1998-99,2011 
 
              and penalty, 
              as applicable 
 
 
 Income-tax 
 Act, 1961    Income tax 
              including 
              interest and        169.23            1979-80,1991, 
 
              penalty, as 
              applicable                            2003-08, 2010-12 
 
 
                                  126.20            1982-83, 2005-06 
 
                                     0.06           1963-64,1982-83
 
 Service Tax 
 (Finance Act Service tax           12.41           2004, 2005-10, 2011
 1994)        including 
              interest and 
              penalty, as 
              applicable 
 
                                     3.62           2009 
 
 Name of the statute             Forum where the dispute is pending
 
 The central Excise Act,1944     Appellate Authority-up to commissioner''s
 
                                 Tribunal High Court Supreme Court
 Central Sales Tax Act           Appellate Authority-up to commissioner''s 
 and Local Sales Tax Acts        level
 (including works contract)      Tribunal High Courts  supreme court
 
 Customs Act.1962                Appellate Authority -up to commissioner
                                 level tribunal High Court
 Income-tax Act,1961             
 
 Service Tax (Financial Act 
 1994)                           Appellate Authority-up to commissioner''s
                                 Tribunal              
 
 
 
 10.  The Company has no accumulated losses.
 
 11.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund / societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  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.
 
 16.  The Company has not obtained any term loans.
 
 17.  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.
 
 18.  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.
 
 19.  The Company has not issued any debentures during the year; and
 does not have any debentures outstanding as at the year end.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 21.  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 any such case by the Management.
 
                                For Lovelock & Lewes
 
                                Firm Registration Number: 301056E
 
                                Chartered Accountants
 
                                Pradip Kanakia
 
                                Partner
 
 Mumbai: 1st May, 2012          Membership No: 39985