The Companys Directors are pleased to present the 78th Annual Report
 of the Company, along with Audited Accounts for the financial year
 ended 31st March, 2011.
 
 1.  FINANCIAL PERFORMANCE (STANDALONE)
 
 1.1 Results
 
                                                             Rs. Crores
 
                                  For the year ended   For the year ended
                                   31st March, 2011    31st March, 2010
 
 Turnover, net of excise                19,401.11        17,523.80
 
 Profit before tax                       2,730.18         2,707.07
 
 Net profit                              2,305.97         2,202.03
 
 Dividend (including tax on distributed 
 profits)                                (1641.96)       (1,655.97)
 
 Transfer to General Reserve              (230.60)         (220.20)
 
 Profit & Loss Account balance carried 
 forward                                  1235.60           802.19
 
 1.2 Category wise Turnover
 
                                                        Rs. Crores
 
                                  For the year ended   For the year ended  
                                  31st March, 2011     31st March, 2010
 
                                  Sales     Others*     Sales    Others*
 
 Soaps and Detergents           8,683.88    107.68     8,180.29   85.35
 
 Personal Products              5,750.68     93.42     4,969.36   78.54
 
 Beverages                      2,309.23     34.74     2,119.44   22.99
 
 Processed Foods                  890.33     12.24       713.97   16.81
 
 Ice creams                       271.95      2.63       228.94    2.06
 
 Exports                         1093.12      6.53      1000.15    5.10
 
 Others                           401.92     36.11       315.50   31.22
 
 Less: Inter segment revenue       -                      (3.85)
 
 Total                         19,401.11    293.35    17,523.80  242.07
 
 * Others represent service income from operations, relevant to the
 respective businesses.
 
 1.3 Summarised Profit and Loss Account
 
                                                               Rs. Crores
 
                                 For the year ended    For the year ended
                                 31st March, 2011      31st March, 2010
 
 Net sales                           19,401.11           17,523.80
 
 Other operational income               334.09              201.53
 
 Total                               19,735.20           17,725.33
 
 Operating Costs and expenses       (17,035.90)         (14,975.36)
 
 PBDIT                                2,699.30            2,749.97
 
 Depreciation                          (220.83)            (184.03)
 
 PBIT                                 2,478.47            2,565.94
 
 Interest Income (net)                  251.71              141.13
 
 PBT                                  2,730.18            2,707.07
 
 Taxation                              (576.93)            (604.39)
 
 PAT (before exceptional items)        2153.25            2,102.68
 
 Exceptional/Extraordinary items 
 (net of tax)                           152.72               99.35
 
 Net profit                           2,305.97            2,202.03
 
 Basic EPS (Rs.)                         10.58               10.10
 
 2.  DIVIDEND
 
 Your Directors are pleased to recommend a final dividend of Rs.3.50 per
 equity share of the face value of Re.1/- for the year ended 31st
 March,2011. The interim dividend of Rs.3.00 per equity share was paid
 on 15th November, 2010.
 
 The final dividend, subject to approval at the AGM on 28th July, 2011,
 will be paid to the shareholders whose names appear in the Register of
 Members as on the date of book closure i.e. from Tuesday, 12th July,
 2011 to Wednesday, 27th July, 2011 (inclusive of both dates).
 
 The total dividend for the financial year including the proposed final
 dividend amounts to Rs. 6.50 per equity share and will absorb Rs.
 1,641.80 Crores including Dividend Distribution Tax of Rs. 231.34
 Crores.
 
 3.  BUY-BACK OF EQUITY SHARES
 
 The Board of Directors in their meeting held on 11th June, 2010
 approved the buy-back of Companys fully paid-up equity shares of Re.
 1/- each, at a price not exceeding Rs. 280/- per equity share, up to an
 aggregate maximum amount of Rs. 630 Crores, i.e. within the limit of
 25% of the total paid-up equity share capital and free reserves of the
 Company as on 31st March, 2010. The approval of the shareholders for
 the buy-back was obtained through postal ballot, the results of which
 were declared on 26th July, 2010.
 
 The buy-back was made out of free reserves and the share premium
 account of the Company through open market purchases through the Bombay
 Stock Exchange Limited and National Stock Exchange of India Limited
 using their nationwide electronic trading facilities, as per the
 provisions contained in the SEBI (Buy Back of Securities) Regulations,
 1998. The buy-back offer was open from 23rd August, 2010 to 28th March,
 2011.
 
 The cumulative number of Equity Shares bought back under the scheme is
 2,28,83,204 equity shares for a total consideration of Rs. 625.30
 Crores, at an average price of Rs. 273.26 per share.  The paid-up
 capital of the Company after the extinguishment of shares bought back
 under the scheme stood at Rs. 215.94 Crores comprising of
 2,15,94,36,598 equity shares of Re.1/- each.
 
 4.  RESPONSIBILITY STATEMENT
 
 The Directors confirm that:
 
 # in the preparation of the annual accounts, the applicable accounting
 standards have been followed and that no material departures have been
 made from the same;
 
 # they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent, so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profits of the
 Company for that period;
 
 # they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and they have
 prepared the annual accounts on a going concern basis.
 
 
 15. SUBSIDIARY COMPANIES
 
 During the year, the Board of Directors agreed to divest 43.31% stake
 in Hindustan Field Services Private Limited (HFS) in favor of Smollan
 Group (the JV partner). Your Company will continue to hold 7.69%
 shareholding in HFS. HFS will, accordingly, cease to be a subsidiary of
 the Company post completion of the divestment.
 
 A statement pursuant to Section 212 of the Companies Act, 1956 relating
 to Subsidiary Companies is attached to the accounts.
 
 In terms of General Exemption under Section 212(8) of the Companies
 Act, 1956 granted by Ministry of Corporate Affairs vide its circular
 no. 02/2011 dated 8th February, 2011 and in compliance with the
 conditions enlisted therein, the Audited Statement of Accounts and the
 Auditors Reports thereon for the financial year ended 31st March, 2011
 along with the Reports of the Board of Directors of the Companys
 subsidiaries have not been annexed. The Annual Accounts and related
 documents of the Subsidiary Companies shall be kept for inspection at
 the Registered Office of the Company. The Company will also make
 available these documents upon request by any Member of the Company
 interested in obtaining the same. However, as directed by the said
 circular, the financial data of the Subsidiaries have been furnished
 under Subsidiary Companies Particulars forming part of the Annual
 Report (Refer page no. 146). Further, pursuant to Accounting Standard
 AS-21 issued by the Institute of Chartered Accountants of India,
 Consolidated Financial Statements presented by the
 
 Company in this Annual Report includes the financial information of its
 subsidiaries.
 
 16. CORPORATE SOCIAL RESPONSIBILITY
 
 Your Companys strategy is to integrate the social, economic and
 environmental agenda in the fabric of its business and operations.
 This requires the business, to identify the relevant impact areas and
 define strategies that drive consumer preference, and in parallel,
 address these issues i.e. strategies that do well by doing good.  The
 reasons for growing the business sustainably are compelling and your
 Company sees no conflict between promoting sustainable development and
 business growth.
 
 Your Companys vision is to increase the positive impact in the social
 agenda by improving health and well being, reduce the environmental
 impact from greenhouse gases, water and waste and work towards
 prosperity of India and business by enhancing livelihoods amongst
 farmers through sustainable sourcing and expanding our small
 distributor model.
 
 During the year, Unilever launched the Unilever Sustainable Living
 Plan globally. The Unilever Sustainable Living Plan (USLP) has three
 significant outcomes by 2020:
 
 # Help more than a billion people take action to improve their health
 and well-being
 
 # Halve the environmental impact of the making and use of Unilever
 products
 
 Enhance the livelihoods of thousands of people in Unilevers supply
 chain
 
 The first outcome is to help more than a billion people to take action
 to improve their health and well-being. Our everyday use products like
 soap, spreads and toothpaste can make a meaningful difference to
 peoples lives. The Lifebuoy handwashing education programme has
 already reached over 124.7 million people in India and South Asia.
 Clinical trials reveal that washing hands at key moments helps in
 significantly reducing the risk of diarrhoeal disease - one of the
 biggest reasons for fatalities among children.
 
 Today, nearly 1 billion people do not have access to safe drinking
 water. The UN estimates that nearly one-and-a-half million children die
 each year from water related diseases. A few years ago your Company
 decided that there had to be a better, cheaper, more sustainable way to
 provide safe drinking water. The product developed to address this is
 Pureit, a water purification system.  The water it produces is as safe
 to drink as boiled water, tastes a whole lot better than water purified
 with chlorine based sachets, and is a fraction of the price of bottled
 water. It is easy to operate and safe to use.
 
 To make this product affordable to low income groups, your Company
 works with NGOs and Womens Self-Help Organisations to facilitate the
 availability of low-interest micro-loans. Today, Pureit is protecting
 around 20 million people with clean, safe drinking water.  After the
 success of the product in India, Unilever has decided to introduce
 Pureit across other countries in South - East Asia, Latin America and
 sub-Saharan Africa.
 
 The second outcome is to halve the environmental impact of the making
 and use of our products. This means halving water, waste and greenhouse
 gases across the lifecycle of the products. The Company has reduced
 water usage in manufacturing operations by 36% since 2004 (measured on
 per tonne basis). Fifty six percent of our own manufacturing sites now
 have rainwater harvesting facilities and five of the sites have
 potential to return more water to the ground than their consumption.
 
 The products/business life cycle impact analysis shows that your
 Companys direct impact is relatively small; it is the sourcing of raw
 materials and usage of the products that accounts for a much larger
 impact. This means that the Company has to design products, which allow
 consumers to get better results with less energy and less water
 consumption.
 
 The third outcome is to enhance the livelihoods of thousands of people
 in Unilevers supply chain. Your Company works with many small holding
 farmers, small-scale distributors and micro- entrepreneurs (for example
 Project Shakti in India) helping them improve their skills and increase
 productivity.
 
 The outcomes that Unilever has committed to itself are ambitious and
 challenging and each person at Unilever is willing to stretch, given
 the excitement for and the belief that it is the right way to go; for
 our business, for the society and for the environment.
 
 Our products touch the lives of 2 out of 3 Indians everyday, hence
 changes made to the way the products are designed, sourced and used
 will have a far reaching impact in making consumption sustainable.
 
 Your Company released its first Sustainable Development Report at the
 Annual General Meeting held on 27th July, 2010.  Your Companys
 Sustainable Development Report presented the Companys Corporate
 Responsibility (CR) framework which integrates the social, economic and
 environmental agenda with business priorities. An update on progress on
 our commitments made under the CR strategy of the Company is provided
 at page no. 17 of the Annual Report.
 
 17. BOARD OF DIRECTORS AND MANAGEMENT COMMITTEE
 
 There are no changes in the Board of Directors and Management Committee
 of the Company during the year.
 
 In accordance with the Articles of Association of the Company, all
 other Directors, except for Managing Director, will retire at the
 
 ensuing Annual General Meeting and being eligible offer themselves for
 re-election.
 
 The day-to-day management affairs of the Company are vested with the
 Management Committee, which is subjected to the overall superintendence
 and control of the Board. The Management Committee is headed by Mr.
 Nitin Paranjpe, as the Chief Executive Officer, and has
 functional/business heads as its members.
 
 18.  AUDITORS
 
 M/s. Lovelock & Lewes, Statutory Auditors of the Company retire and
 offer themselves for re-appointment as the Statutory Auditor of the
 Company pursuant to Section 224 of the Companies Act, 1956.
 
 19.  APPRECIATIONS AND ACKNOWLEDGEMENTS
 
 Your Directors place on record their deep appreciation to employees at
 all levels for their hard work, dedication and commitment. The
 enthusiasm and unstinting efforts of the employees have enabled the
 Company to remain at the forefront of the Industry.
 
 Your Directors would also like to acknowledge the excellent
 contribution by Unilever to your Company in providing with the latest
 innovations, technological improvements and marketing inputs across
 almost all categories in which we operate. This has enabled the Company
 to provide higher levels of consumer delight through continuous
 improvement in existing products and introduction of new products.
 
 The Board places on record their appreciation for the support and
 co-operation your Company has been receiving from its suppliers,
 redistribution stockists, retailers, business partners and others
 associated with the Company as its trading partners. Your Company looks
 upon them as partners in its progress and has shared with them the
 rewards of growth. It will be Companys endeavor to build and nurture
 strong links with the trade based on mutuality of benefits, respect to
 and co-operation with each other, consistent with consumer interests.
 
 The Directors also take this opportunity to thank all investors,
 clients, vendors, banks, regulatory and government authorities and
 stock exchanges, for their continued support.
 
                                         On behalf of the Board
 Mumbai                                          Harish Manwani
 
 9th May, 2011                                         Chairman