1.  We have audited the attached Balance Sheet of Marico Limited (the
 Company)as at March 31, 2012 and the related Statement of Profit
 and Loss and Cash Flow Statement for the year ended on that date (all
 together referred to as ''financial statements'') 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 the Annexure referred to 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 March 31,2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 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 March 31, 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.
 
 Referred to in Paragraph 3 of the Auditors'' Report of even date to
 the members of Marico Limited on the financial statements for the year
 ended March 31, 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
 of by the Company during the year,
 
 2.  (a) The inventory 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.
 
 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, we have neither come across, nor have been
 informed of, any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 5.  According to the information and explanations given to us, there
 have been no contracts or arrangements referred to in Section 301 of
 the Act during the year to be entered in the register required to be
 maintained under that Section. Accordingly the question of commenting
 on transactions made in pursuance of such contracts or arrangements
 does not arise.
 
 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 the 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, the particulars of dues of
 income tax, sales tax and customs duty as at March 31, 2012 which have
 not been deposited on account of a dispute are as follows:
 
 Name of the 
 Statue       Nature of     Amount      Period to 
                                        which the    Forum where the
                                                     dispute 
              dues         (Rs. in 
                            Crore)      amount 
                                        relates      is pending
 
 The Central 
 Sales Tax    Sales tax       2.09      2006-07 to 
                                        2010-2011    Additional
                                                     Commissioner -
 Act and 
 Local Sales  including                              Sales tax Appeals
 Tax Acts     interest and
              penalty as      0.86      Various 
                                        years        Deputy Commissioner -
              applicable                             sales tax Appeals
 
                              0.53      2005-06 to 
                                        2008-09      Joint Commissioner
                                                     - Sales Tax Appeals
 
                              2.59      Various 
                                        years        Sales tax Tribunal
 
                              0.04      1995-96      High Court - U.P
 
                              0.57      2004-05      Assistant 
                                                     Commissioner-Sales 
                                                     Tax Appeals
 
 The Indian 
 Customs      Export cess     0.09      2004         Deputy Commissioner
                                                     of
 Act,1962                                            Customs - Kolkatta
 
 The Indian 
 Customs      Redemption      0.30      2002 to 2004 Customs Excise and
 Act,1962     fine and                               Service Tax
                                                     Appellate
              penalty                                Tribunal - Mumbai
 
 The Indian 
 Customs      Custom duty     0.01      2008         Assistant
                                                     Commissioner of
 Act,1962                                            Customs - Mumbai
 
 Income Tax 
 Act,1961     Income tax      0.47      Block period 
                                        from         Income Tax Appellate
                                        1991-92 to 
                                        1996-97.     Tribunal
 
 Income Tax 
 Act,1961     Income Tax      0.66      Assessment 
                                        Year         Commissioner of
                                                     Income
                                        2005-06      Tax Appeals
 
 10.  The Company has no accumulated losses as at March 31,2012 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year,
 
 11.  According to the records of the Company examined by us and the
 information and explanations 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 terms and conditions of the guarantees given by the
 Company for loans taken by subsidiaries from banks or financial
 institutions during the year are not prejudicial to the interest of the
 Company,
 
 16.  In our opinion, and according to the information and explanations
 given to us, the term loans have been applied, on an overall basis, for
 the purposes for which they were obtained.
 
 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 issued 500, 10.05% Rated Taxable Unsecured Redeemable
 Non - convertible debentures of face value of Rs. 10 lakhs each,
 aggregating Rs. 50 Crore which are outstanding at the year-end, in
 respect of which it is not required to create security or charge.
 
 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
 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 Price Waterhouse
 
                                     Firm Registration Number: 301112E 
 
                                                 Chartered Accountants
 
                                                             Uday Shah
 
 Place : Mumbai                                                Partner
 
 Date : May 3, 2012                        Membership Number : F-46061