Hul Subsidirary Annual Report 2018 19

MAKING
SUSTAINABLE
LIVING
COMMONPLACE
ANNUAL REPORT
2018-19
SUBSIDIARY COMPANIES
CONTENTS
1. Unilever India Exports Limited ................................................................01-49
2. Unilever Nepal Limited ............................................................................50-82
3. Lakme Lever Private Limited ................................................................83-133
4. Pond’s Exports Limited........................................................................ 134-162
5. Daverashola Estates Private Limited .................................................. 163-180
6. Jamnagar Properties Private Limited ................................................. 181-197
7. Levers Associated Trust Limited ......................................................... 198-212
8. Levindra Trust Limited......................................................................... 213-227
9. Hindlever Trust Limited ....................................................................... 228-243
10. Hindustan Unilever Foundation ........................................................... 244-262
11. Bhavishya Alliance Child Nutrition Initiatives ..................................... 263-277

Reports Financial Statements 1
Unilever India Exports Limited
REPORT OF BOARD OF DIRECTORS

BOARD OF DIRECTORS AUDITORS REGISTERED OFFICE
Pradeep Banerjee - Director M/s. BSR & Co. LLP Unilever House,
Suman Hegde - Director B. D. Sawant Marg, Chakala,
Sanjiv Chatterji - Director Andheri (East),
V. Kannan - Independent Director Mumbai – 400099
Nikhilesh Panchal - Independent Director
To the Members,
Your Directors are pleased to present the 55th Annual Report of the Company along with Audited Financial Statements for the financial year
ended 31st March, 2019.
FINANCIAL RESULTS
(` lakhs)
For the year ended For the year ended
31st March, 2019 31st March, 2018
Revenue from operations 88,055.86 91,537.79

Profit before tax 8,683.73 7,413.68
Profit for the year 5,222.83 4,881.60
Dividend (including tax on distributed profits) (8,464.19) (15,611.59)
Profit and Loss Account balance carried forward 5,335.33 8,576.69
OPERATIONAL REVIEW Based on the recommendation of the Nomination and Remuneration

Committee, the Board recommended the appointment of
The Company is a 100% subsidiary of Hindustan Unilever Limited
Ms. Suman Hegde as a Director of the Company and the resolution
and is engaged in FMCG exports business. The focus of the FMCG
proposing aforesaid appointment pursuant to Section 152 of the
exports operation is two-fold: to develop overseas markets by driving
Companies Act, 2013 forms part of the Notice of Annual General
distribution of brands, such as Kissan, BRU, Brooke Bond, Lakmé,
Meeting.
Pears and to effectively provide cross-border sourcing of FMCG
products to other Unilever companies across the world. This year In terms of the requirements of the Companies Act, 2013
was a challenging one for the Company in view of disruption in its key the Independent Directors of the Company were appointed
export markets and increased competitive pressures. The Company for a period of five years on 30th March, 2015. Such term of
has sharpened its focus of distribution business on key brands in appointment of the Independent Directors shall come to an end on
strategic markets. 29th March, 2020. In view of the same, the Board of Directors
DIVIDEND have basis the recommendation of the Nomination and
Remuneration Committee proposed to re-appoint Mr. V. Kannan and
During the year, the Board of Directors of your Company declared Mr. Nikhilesh Panchal as the Independent Directors of the Company
interim dividend of ` 236 per Equity Share of face value of for a second term.
` 10/- each. The total dividend paid for the financial year ended
31st March, 2019 absorbed ` 8,464.19 lakhs including Dividend A resolution proposing re-appointment of Independent Directors of
Distribution Tax of ` 1,443.19 lakhs. the Company for the second term of five consecutive years pursuant
to Section 149(6) of the Companies Act, 2013, forms part of the
THE BOARD OF DIRECTORS Notice of Annual General Meeting.
During the year, Ms. Geetu Verma resigned as a Director of your The Independent Directors of your Company have given the
Company with effect from 20th August, 2018. The Board placed Certificate of Independence to your Company stating that they meet
on record its sincere appreciation for the services rendered by the criteria of independence as mentioned under Section 149(6) of
Ms. Geetu Verma during her tenure as a Director of the Company. the Companies Act, 2013.
Ms. Suman Hegde, was appointed as an Additional Director on the In accordance with Article 108 of the Articles of Association of
Board of the Company with effect from 20th August, 2018 to hold the Company and the Companies Act, 2013, one-third of the total
office upto the forthcoming Annual General Meeting of the Company. Directors, other than Independent Directors of the Company,
Being eligible, Ms. Suman Hegde has offered herself to be appointed retire by rotation at every Annual General Meeting and accordingly,
as the Director of your Company.
Annual Report 2018-19 Unilever India Exports Limited

2 SUBSIDIARY
Mr. Pradeep Banerjee shall retire by rotation at the forthcoming During the year, Ms. Suman Hegde was appointed as a Member
Annual General Meeting and being eligible, offer himself for of the Committee in place of Ms. Geetu Verma, who ceased to be
re-appointment. Member of the Committee with effect from 20th August, 2018.
BOARD MEETINGS The power, role and terms of reference of the Nomination and
Remuneration Committee covers the areas as contemplated under
The Board of Directors meets at regular intervals to discuss and Section 178 of the Companies Act, 2013, based on other terms as
decide on Company’s operations, policies and strategy apart from defined by the Board of Directors.
other Board business. The Board and Committee Meetings are
pre-scheduled and a tentative calendar of each of the Board and The minutes of each Nomination and Remuneration Committee
Committee Meetings is circulated to the Directors well in advance Meeting are placed at the subsequent meeting of the Committee and
to facilitate them to plan their schedule and to ensure meaningful the Board.
participation in the meetings. However, in case of a special and The Nomination and Remuneration Committee met twice during
urgent business need, the Board’s approval is taken by passing the financial year ended 31st March, 2019 on 3rd May, 2018 and
resolution by circulation, as permitted by law, which is noted and 20th August, 2018.
confirmed at the subsequent Board Meeting.
Board Membership Criteria
The notice of Board and Committee Meetings is given well in advance
to all the Directors. Usually, meetings of the Board and Committee The Board of Directors are collectively responsible for selection
are held in Mumbai. The Agenda is circulated a week prior to the date of a member on the Board. The Nomination and Remuneration
of the meeting. The Agenda for the Board and Committee Meetings Committee of the Company follows a defined criteria for identifying,
include detailed notes on the items to be discussed at the meeting to screening, recruiting and recommending candidates for election as
enable the Directors to take an informed decision. a Director on the Board. The criteria for appointment to the Board
include:
During the financial year ended 31st March, 2019, four Board
Meetings were held on 3rd May, 2018, 20th August, 2018, • composition of the Board which is commensurate with the
6th December, 2018 and 25th February, 2019. The interval between size of the Company, its portfolio, geographical spread and its
any two meetings was well within the maximum allowed gap of status as a Public Company;
120 days.
• desired age and diversity on the Board;
COMMITTEES OF THE BOARD
• size of the Board with optimal balance of skills and experience
The Board Committees play a crucial role in the governance and balance of Executive and Non-Executive Directors
structure of the Company and have been constituted to deal with consistent with requirements of the law;
specific areas / activities as mandated by applicable regulation;
which concern the Company and need a closer review. The Board • professional qualifications, expertise and experience in specific
Committees are set up under the formal approval of the Board to area of relevance to the Company;
carry out clearly defined roles which are considered to be performed
by Members of the Board, as a part of good governance practice. The • balance of skills and expertise in view of the objectives and
Board is informed about the summary of the discussions held in the activities of the Company;
Committee Meetings. The minutes of the meetings of all Committees
• avoidance of any present or potential conflict of interest;
are placed before the Board for review. The Board Committees can
request special invitees to join the meeting, as appropriate. • availability of time and other commitments for proper
The Board has established the following statutory Committees:- performance of duties;
Audit Committee • personal characteristics being in line with the Company’s

values, such as integrity, honesty, transparency, pioneering
In accordance with the provisions of Section 177 of the mindset.
Companies Act, 2013, the Audit Committee of your Company
comprises Mr. Nikhilesh Panchal, Mr. V. Kannan and Reward Policy
Mr. Sanjiv Chatterji as its members. The Reward philosophy of the Company is to provide market
The power, role and terms of reference of the Audit Committee competitive total reward opportunity that has a strong linkage to and
covers the areas as contemplated under Section 177 of the reinforces the performance culture of the Company, the intent being
Companies Act, 2013, based on other terms as defined by the Board to ensure that the principles of reward philosophy are followed in
of Directors. The minutes of each Audit Committee Meeting are entirety, thereby facilitating the Company to recruit and retain the
placed at the subsequent meeting of the Committee and the Board. best talent. The ultimate objective is to gain competitive advantage
by creating a reward proposition that inspires employees to deliver
The Audit Committee met four times during the financial year Company’s promise to consumers and the world and achieve
ended 31st March, 2019 on 3rd May, 2018, 20th August, 2018, superior operational results.
6th December, 2018 and 25th February, 2019.
The guiding principles for Company’s reward policies / practices,
Nomination and Remuneration Committee which are applicable for Directors and all employees of the Company,
are as follows:
In accordance with the provisions of Section 178 of the
Companies Act, 2013, the Nomination and Remuneration Committee 1. Open, Fair, Consistent and Explainable: increase transparency
comprises Mr. Pradeep Banerjee, Ms. Suman Hegde, Mr. V. Kannan and ensure fairness and consistency in Reward framework;
and Mr. Nikhilesh Panchal as its members.
Unilever India Exports Limited Annual Report 2018-19

2. Insight and Engagement: make Reward truly relevant to the iii. they have taken proper and sufficient care for the maintenance
employees by using leading edge tools that helps the Company of adequate accounting records in accordance with the
‘hear’ how employees feel about their Reward; provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud
3. Innovation: continuously improve Company’s Reward through and other irregularities;
innovations based on insight, analytics and Unilever’s expertise;
iv. they have prepared the annual accounts on a going concern
4. Simplicity, Speed and Accuracy: simplify reward plans and basis; and
processes and deliver the information employees need quickly,
clearly and efficiently; and v. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are
5. Business Results: Company’s business results are the ultimate adequate and operating effectively.
test of whether Reward solutions are effective and sustainable.
PERSONNEL
Corporate Social Responsibility Committee
Disclosures with respect to remuneration of employees as per
In accordance with the provisions of Section 135 of the Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3)
Companies Act, 2013, the Corporate Social Responsibility of Companies (Appointment and Remuneration of Managerial
Committee comprises Mr. Pradeep Banerjee, Ms. Suman Hegde, Personnel) Rules, 2014 for the year ended 31st March, 2019 have
Mr. V. Kannan and Mr. Nikhilesh Panchal as its Members.
been appended as an Annexure to this Annual Report.
During the year, Ms. Suman Hegde was appointed as a Member
of the Committee in place of Ms. Geetu Verma, who ceased to be
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Member of the Committee with effect from 20th August, 2018. The details relating to Loans, Guarantees and Investments are
The power, role and terms of reference of the Corporate Social provided in the Notes to Financial Statements.
Responsibility Committee covers the areas as contemplated under DEPOSITS
Section 135 and Schedule VII of the Companies Act, 2013, based on
other terms as defined by the Board of Directors. The Company has not accepted any public deposits under Chapter V
of Companies Act, 2013 during the year.
The minutes of each Corporate Social Responsibility Committee
Meeting are placed at the subsequent meeting of the Committee and ANNUAL RETURN EXTRACT
the Board.
Extract of Annual Return in Form MGT-9 under Section 92(3) of the
The Corporate Social Responsibility Committee met once during the Companies Act, 2013 and Rule 12 of the Companies (Management
financial year ended 31st March, 2019 on 3rd May, 2018. and Administration) Rules, 2014 is appended as an Annexure to this
A Report on Corporate Social Responsibility activities as required Annual Report.
under the Companies (Corporate Social Responsibility Policy) DECLARATIONS AND CONFIRMATIONS
Rules, 2014 is appended as an Annexure to this Annual Report.
The Company has adequate internal financial control system in
Committee for Prevention of Sexual Harassment place which operates effectively. According to the Directors of your
Your Company has constituted Internal Committees (IC). While Company, elements of risks that threaten the existence of your
maintaining the highest governance norms, the Company has Company are very minimal. Hence, no separate Risk Management
appointed external independent persons who work in this area Policy is formulated.
and have the requisite experience in handling such matters, as There were no significant and material orders passed by the
Chairpersons of each of the Committees. During the year, no Regulators or Courts or Tribunals impacting the going concern
complaint with allegations of sexual harassment was received by the
status and Company’s operations in future.
Company. To build awareness in this area, the Company has been
conducting induction / refresher programmes in the organisation on The Company has made and maintained the cost accounts and
a continuous basis. records pursuant to the rules prescribed by Central Government
for maintenance of cost records under section 148(1) of the
RELATED PARTY TRANSACTIONS Companies Act, 2013.
All related party transactions entered during the year were in the
SECRETARIAL AUDIT
ordinary course of business and on arm’s length basis. In terms of
Section 134(3)(h) of the Companies Act, 2013, the details of contracts Your Company had appointed M/s. S. N. Ananthasubramanian &
or arrangements entered into with related parties in Form AOC-2 is Co., Company Secretaries, to carry out Secretarial Audit for the
appended as an Annexure to this Annual Report. financial year 2018-19. A detailed report on the same is appended as
an Annexure to this Annual Report. There has been no qualification,
DIRECTORS’ RESPONSIBILITY STATEMENT reservation or adverse remark given by Secretarial Auditors of the
The Directors confirm that: Company.
i. in the preparation of the annual accounts, the applicable AUDITORS

accounting standards have been followed and that no material
M/s. BSR & Co. LLP, Chartered Accountants, were appointed as
departures have been made from the same;
Statutory Auditors of your Company at the Annual General Meeting
ii. they have selected such accounting policies and applied them held on 30th June, 2014, for a term of five consecutive years. As per
consistently and made judgments and estimates that are the provisions of Section 139 of the Companies Act, 2013, the firm
reasonable and prudent, so as to give a true and fair view of the of Statutory Auditors can be re-appointed for a further period of five
state of affairs of the Company at the end of the financial year years. A resolution proposing re-appointment of M/s. BSR & Co. LLP,
and of the profits of the Company for that period; Charterd Accountants, as the Statutory Auditors of the Company

4 SUBSIDIARY
pursuant to Section 139 of the Companies Act, 2013 forms part of based on hypothesis testing and experimentation which leads to
the Notice. new / improved / alternative technologies; support the development
of launch ready product formulation based on research and
The Report given by the Auditors on the financial statement of implementation of the launch ready product formulations in specific
the Company is part of this Annual Report. There has been no markets.
qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report. Your Company is receiving support and guidance from Hindustan
Unilever Limited, the Holding Company and Unilever to drive
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & functional excellence in marketing, supply management, media
FOREIGN EXCHANGE EARNINGS AND OUTGO buying and IT, among others, which helps your Company in product
improvement, cost reduction, product development / import
The information required under Section 134(3)(m) of the
substitution as also to remain competitive and further step-up its
Companies Act, 2013, read with Rule 8 of the Companies (Accounts)
overall business performance. Unilever is committed to ensuring
Rules, 2014 is given below:
that the support in terms of new products, innovations, technologies
Conservation of energy and services is commensurate with the needs of your Company and
enables it to win in the marketplace.
Your Company strives cautiously to conserve energy by adopting
innovative measures to change to eco-friendly and cheaper fuels, There was no expenditure incurred on Research and Development
reducing wastage and optimizing consumption. Some of the specific during the year under review.
measures undertaken are listed below:- Details of foreign exchange earnings and outgo as per the
• Replacement of fuels from HSD and FO of Steam Boilers and Companies Act, 2013, are given below.
Hot Air Generators with Bio Mass, eco-friendly fuel; (` lakhs)
• Putting upgraded technology in utilities area – Air Compressors, For the year ended For the year ended
Chillers, Vacuum Pumps; 31st March, 2019 31st March, 2018
• Installation of Variable Frequency Drives for power optimisation I EARNINGS 81,945.06 86,518.48
where loads are varying; II OUTGO 6,494.31 10,622.32
• Installation of energy efficient lighting on the shop floors and
warehouses;
ENVIRONMENT, SAFETY, HEALTH AND QUALITY
• Use of skylight in day time on the shop floors;
The Company is committed to excellence in safety, health, environment
• Installation of energy efficient pumps and heat recovery and quality management. It accords the highest priority to the health
systems; and safety of its employees, customers and other stakeholders as
• Recovery of condensate and recovering heat and water in the well as to protection of the environment. The management of your
process plant; Company is strongly focused on continuous improvement in these
areas which are fundamental to the sustainable growth of the
• Use of solar energy for hot water generation. Company.
Above key measures have delivered significant savings in power ACKNOWLEDGEMENTS
and fuel to your Company and the journey of your Company on the
effective utilisation of energy conservation continues. The Directors take this opportunity to thank all the stakeholders for
their support and co-operation.
There was around ` 1.4 crore capital investment made on energy
conservation during the year.
Technology Absorption
Your Company maintains interaction with Unilever internationally. On behalf of the Board
There have been multiple training programmes for the
Manufacturing units in evolving and upgrading the ways of for
better technology absorption. The programme includes setting out Sanjiv Chatterji Suman Hegde
governing guidelines pertaining to identifying areas of research, Director Director
agreeing timelines, resource requirements etc.; scientific research Mumbai, 25th April, 2019 DIN: 07711327 DIN: 06539295

Annexure to the Report of Board of Directors

Annual Report on Corporate Social Responsibility
[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]
1. BRIEF OUTLINE OF THE COMPANY’S CORPORATE capacity stood at 900 billion litres* cumulatively. To underscore
SOCIAL RESPONSIBILITY (CSR) POLICY, INCLUDING the importance of the water potential created by HUF; one
OVERVIEW OF PROJECTS OR PROGRAMMES billion litres of water can meet the drinking water needs of over
8 lakh adults for an entire year.
PROPOSED TO BE UNDERTAKEN
*pending independent assurance
Water Conservation Project:
2. COMPOSITION OF THE CSR COMMITTEE
During the year, Unilever India Exports Limited has contributed
towards the Water Conservation Project of Hindustan Unilever The Corporate Social Responsibility Committee comprises of
Foundation (HUF), a not-for-profit Company. HUF anchors Mr. V. Kannan, Mr. Pradeep Banerjee, Ms. Suman Hegde, and
water management related community development and Mr. Nikhilesh Panchal as Members of the Committee.
sustainability initiatives of your Company. The Foundation
3. DETAILS OF CSR SPENDS
supports reputed NGOs in the country to scale up solutions
(` lakhs)
that can help address India’s water challenges – specifically for
rural communities that intersect with agriculture. Average Net Profit of the Company for 11,831.22
last 3 financial years
HUF operates the ‘Water for Public Good’ programme, with
specific focus on empowering local community institutions to Prescribed CSR Expenditure 236.62
govern water resources and enhancing farm-based livelihoods Details of CSR spent during the financial
through adoption of judicious water management practices. year 2018-19
Through HUF’s water conservation and farm-based livelihoods a) Total amount to be spent for the 236.62
initiatives, cumulatively, water saving potential of over financial year:
700 billion litres has been created, generating over (2% of the Average Net Profits for
0.80 million tonnes of additional agriculture production and last 3 financial years)
over 7.5 million person days of employment till financial year
2017-18. In financial year 2018-19, HUF’s water conservation b) Total amount spent for the financial 250.00
year:
*pending independent assurance c) Amount unspent, if any Nil
d) Manner in which the amount was spent during the financial year is detailed below.
(` lakhs)
Sr. CSR project Relevant Section Projects / Amount Amount spent on the Cumulative Amount spent:
No. of Schedule VII in Programs outlay project/programme expenditure upto Direct / through
which the project Coverage (budget) to 31st March, implementing
Direct Overheads
is covered (Note1) 2019 agency
Expenditure
1. Water Note 1 PAN India 250 250 Nil 250 Implementing
Conservation Agency:
project Foundation for
TOTAL 250 250 Nil 250 Ecological Society
Note 1: ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation
of natural resources and maintaining quality of soil, air and water, including contribution to the Clean Ganga Fund set-up by the Central
Government for rejuvenation of river Ganga.
4. CSR COMMITTEE RESPONSIBILITY STATEMENT

The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company are in compliance with the
CSR objectives and CSR Policy of the Company.
On behalf of the Board
V. Kannan Suman Hegde

Independent Director Director
Mumbai, 25th April, 2019 DIN: 07031155 DIN: 06539295

6 SUBSIDIARY

Particulars of contracts/arrangements with Related Parties
Form AOC–2
(Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
1. Details of contracts or arrangements or transactions not at arm’s length basis – N.A
2. Details of contracts or arrangements or transactions at arm’s length basis
(` lakhs)
Name of Related Party Nature of relationship Nature of contract* Amount
Hindustan Unilever Limited Holding Company Purchase of finished goods/raw materials 30,373.88
Sale of Property, Plant and Equipment 270.11
Rent received 15.00
Sale of finished goods/raw materials 1,619.90
Common cost allocation expenses 1,088.93
Reimbursement of expenses by holding company 934.28
Reimbursement of expenses for holding company 109.22
Dividend paid/ declared 7,021.00
Interest on Inter corporate deposits taken 685.85
Unilever Asia Private Limited Fellow Subsidiary Sale of finished goods 29,768.11
*All transactions are in the Ordinary Course of Business, at Arm’s Length basis and are of on-going nature. All transactions are placed before
the Audit Committee of the Company. The terms of these transactions are governed by the respective agreements/terms of purchase.
Sanjiv Chatterji Suman Hegde

Director Director

Disclosure of remuneration of employees under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
Date of Designation / Remuneration received Last

Name Age Qualifcation Experience
employment Nature of duties Gross (` ) Net (` ) employment
Rajesh B.E ( Hons.) Hindustan Unilever
55 05.08.1986 Factory Manager 26,25,403 17,14,910 33
Razdan* Chemical Limited
* employed for only part of the year
• Remuneration received gross includes salary, allowances, commission, performance linked variable pay disbursed, taxable value of
perquisites and Company’s contribution to provident fund. Remuneration received net includes Gross Remuneration less income tax,
professional tax and employees contribution to provident fund.
• Remuneration excludes provision for / contributions to pension, gratuity and leave encashment, special awards, payments made in respect
of earlier years including those pursuant to settlements during the year, payments made under voluntary retirement schemes and stock
options granted. However contributions to pension in respect of employees who have opted for contribution defined scheme has been
included.
• Nature of employment is permanent for employees.
• Other terms and conditions as per Company’s Rules.
• None of these employees are related to any Director of the Company.
• None of the employees are covered under Rule 5(3)(viii) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 of Section 197 of the Companies Act, 2013.

Director Director


Extract of Annual Return
Form No. MGT-9

[As on the financial year ended on 31st March, 2019]
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
i) CIN : U51900MH1963PLC012667
ii) Registration Date : 26th June,1963
iii) Name of the Company : Unilever India Exports Limited
iv) Category / Sub-Category of the Company : Public Company / Company limited by Shares
v) Address of the Registered Office and contact details : Unilever House, B. D. Sawant Marg,
Chakala, Andheri (East), Mumbai – 400 099
Telephone No : 022 3983 0000
E - mail : comsec.hul@unilever.com
vi) Whether listed Company : No
vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Business activities contributing 10% or more of the total turnover of the Company:-
Sr. No. Name and Description of main products / services NIC Code of the % to total turnover
Product/ service of the Company
1. Cosmetics 20237 36.29%
2. Tea 10791 23.22%
3. Soaps 20231 19.56%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Name and Address of the Company CIN/GLN Holding/ % of shares Applicable
No. Subsidiary/Associate held Section
1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding Company 100 2(46)

Unilever House, B. D. Sawant Marg,
Chakala, Andheri (East), Mumbai - 400 099.
2. Hindustan Unilever Foundation U93090MH2010NPL201468 Associate Company 24 2(6)


8 SUBSIDIARY
IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)
i. Category-wise Shareholding:
Category of No. of shares held at the No. of shares held at % change in

Shareholders beginning of the year the end of the year shareholding
during
Demat Physical Total % of total Demat Physical Total % of total the year
shares shares
A. Promoters
1. Indian
– Bodies - 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.00
Corporates
2. Foreign - - - - - - - - -
Total shareholding - 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.00
of Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held - - - - - - - - -
by Custodian for
GDRs & ADRs
GRAND TOTAL - 29,75,000 29,75,000 100 - 29,75,000 29,75,000 100 0.00
(A+B+C)
ii. Shareholding of Promoters:
Sr. No. Shareholders’ Name Shareholding at the Shareholding at the % change

beginning of the year end of the year in share-
holding
No. of % of total % of shares No. of % of total % of shares
during the
shares shares pledged / shares shares pledged /
year
of the encumbered of the encumbered to
Company to total shares Company total shares
1. Hindustan Unilever Limited 29,74,994 100.00 NIL 29,74,994 100.00 NIL 0.00
2. Levers Associated Trust 1 0.00 NIL 1 0.00 NIL 0.00
Limited
3. Hindustan Unilever Limited 1 0.00 NIL - 0.00 NIL 0.00
j/w Ajay Lalvani
4. Hindustan Unilever Limited 1 0.00 NIL 1 0.00 NIL 0.00
j/w B. P. Biddappa
j/w Dev Bajpai
j/w Aasif Malbari
j/w Srinivas Phatak
8. Hindustan Unilever Limited - 0.00 NIL 1 0.00 NIL 0.00
j/w Suman Hegde
j/w Shikha Gupta
TOTAL 29,75,000 100.00 NIL 29,75,000 100.00 NIL 0.00

iii. Change in Promoters’ Shareholding:
Sr. Name of Shareholders Shareholding at the beginning of Cumulative Shareholding

No. the year during the year
No. of % of total shares No. of % of total shares
shares of the Company shares of the Company
1. Hindustan Unilever Limited j/w Aasif Malbari
At the beginning of the year 1 0.00 1 0.00
Transfer dated 3rd May, 2018 1 0.00 - 0.00
At the end of the year - 0.00 - 0.00
2. Hindustan Unilever Limited j/w Suman Hegde
At the beginning of the year - 0.00 - 0.00
Transfer dated 3rd May, 2018 1 0.00 1 0.00
At the end of the year 1 0.00 1 0.00
3. Hindustan Unilever Limited j/w Ajay Lalvani
Transfer dated 20th August, 2018 1 0.00 - 0.00
4. Hindustan Unilever Limited j/w Shikha Gupta
Transfer dated 20th August, 2018 1 0.00 1 0.00
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Not applicable
v. Shareholding of Directors and Key Managerial Personnel:
Sr. Name of the Directors / KMP Shareholding at the beginning Cumulative Shareholding
No. of the year during the year

Note: None of the Directors of the Company except Ms. Suman Hegde held any shares of the Company during the financial year 2018-19.
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment
(Amount in `)
Secured Loans Total
Unsecured Loans Deposits
excluding deposits Indebtedness
Indebtedness at the beginning of the fnancial year
i) Principal Amount - 80,00,00,000 - 80,00,00,000
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - 12,90,673 - 12,90,673
TOTAL (i+ii+iii) - 80,12,90,673 - 80,12,90,673
Change in Indebtedness during the fnancial year
• Addition - 3,80,00,00,000 - 3,80,00,00,000
• Reduction - 3,35,00,00,000 - 3,35,00,00,000
Net Change - 45,00,00,000 - 45,00,00,000
Indebtedness at the end of the fnancial year
i) Principal Amount - 1,25,00,00,000 - 1,25,00,00,000
iii) Interest accrued but not due - 1,84,18,403 - 1,84,18,403
TOTAL (i+ii+iii) - 1,26,84,18,403 - 1,26,84,18,403

10 SUBSIDIARY
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager
Not Applicable
B. Remuneration to other Directors
Sr. Particulars of Remuneration Name of the Director Total Amount

No.
Mr. Nikhilesh Panchal Mr. V. Kannan
1 Independent Directors
• Sitting Fees 1.20 1.80 3.00
TOTAL 1.20 1.80 3.00
Ceiling Limit as per the Companies Act, 2013 NA* NA* NA*
*The independent Directors of the Company receive only Sitting Fee for attending the Board / Committee Meetings and Independent Directors
Meeting of the Company which is excluded under Section 197 of the Companies Act, 2013.
The Non-Executive Directors do not receive any remuneration from the Company.
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD
The Company is not required to appoint Key Managerial Personnel.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
There were no penalties / punishment / compounding of the offences for breach of any section of Companies Act, 2013, against the Com-
pany or its Directors or other Officers in default, if any, during the year.

Director Director

FORM NO. MR-3
Secretarial Audit Report
For the financial year ended 31st March, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, secretarial audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended
The Members,
31st March, 2019, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes
CIN: U51900MH1963PLC012667
and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
Chakala, Andheri (East),
Mumbai - 400099. We have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for the
We have conducted the secretarial audit of the compliance of
financial year ended on 31st March, 2019 according to the provisions
applicable statutory provisions and the adherence to good corporate
of:
practices by Unilever India Exports Limited (hereinafter called the
i. The Companies Act, 2013 (the Act) and the rules made
“Company”) for the year ended 31st March, 2019. Secretarial Audit
thereunder;
was conducted in a manner that provided us a reasonable basis
for evaluating the corporate conducts/statutory compliances and ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
expressing our opinion thereon. the rules made thereunder- [Not applicable as the Securities
of the Company are not listed on any Stock Exchange];
Based on our verification of the Company’s books, papers, minute
books, forms and returns filed and other records maintained by the i. The Depositories Act,1996 and the Regulations and Byelaws
Company and also the information provided by the Company, its framed thereunder- [Not applicable as the Securities of the
officers, agents and authorized representatives during the conduct of Company are held in physical form];

ii. Foreign Exchange Management Act, 1999 and the rules We have also examined compliance with the applicable clauses of
and regulations made thereunder to the extent of Foreign the following:
Direct Investment, Overseas Direct Investment and External
(i) Secretarial Standards with respect to Board Meetings (SS-1)
Commercial Borrowings- [Not applicable to the extent of
and General Meetings (SS-2) issued by the Institute of Company
Overseas Direct Investment, Foreign Direct Investment and
Secretaries of India;
External Commercial Borrowings];
(ii) The Listing Agreements entered into by the Company with
iii. The following Regulations and Guidelines prescribed under the
BSE Limited and National Stock Exchange of India Limited and
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
SEBI (Listing Obligations and Disclosure Requirements), 2015
are not applicable to the Company during the period under
[Not applicable as the Equity Shares of the Company are not
review;
listed on any Stock Exchange];
a. The Securities and Exchange Board of India (Substantial
During the period under review the Company has complied with the
Acquisition of Shares and Takeovers) Regulations, 2011;
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
b. The Securities and Exchange Board of India (Prohibition of mentioned above.
Insider Trading) Regulations, 2015;
We further report that: -
c. The Securities and Exchange Board of India (Issue of
• The Board of Directors of the Company is duly constituted
Capital and Disclosure Requirements) Regulations, 2009
with proper balance of Non-Executive Directors, Independent
(upto 10th November, 2018) and the Securities and
Directors and a Woman Director. The changes in the
Exchange Board of India (Issue of Capital and Disclosure
composition of the Board of Directors that took place during
Requirements) Regulations, 2018 (with effect from 11th
the period under review were carried out in compliance with
November, 2018);
the provisions of the Act.
d. The Securities and Exchange Board of India (Share Based
• Adequate notice is given to all Directors to schedule the Board
Employee Benefits) Regulations, 2014;
Meetings (including Committees), agenda and detailed notes
e. The Securities and Exchange Board of India (Issue and on agenda were sent seven days in advance and a system exists
Listing of Debt Securities) Regulations, 2008; for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
f. The Securities and Exchange Board of India (Registrars
participation at the meeting.
to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; • All the decisions of the Board and the Committees thereof were
carried through with requisite majority.
g. The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009; We further report that based on review of compliance mechanism
established by the Company and on the basis of the Compliance
h. The Securities and Exchange Board of India (Buyback of
Certificate(s) placed before the Board of Directors and taken on
Securities) Regulations, 1998 (upto 10th September, 2018)
record by them at their meeting(s), we are of the opinion that the
and The Securities and Exchange Board of India (Buyback
management has adequate systems and processes in place in
of Securities) Regulations, 2018 (with effect from
the Company which commensurate with its size and operations,
11th September, 2018)
to monitor and ensure compliance with all applicable laws, rules,
iv. The Management of the Company has identified and confirmed regulations and guidelines;
that the following laws/Rules/Policies are specifically
• As informed the Company has responded appropriately to
applicable to them
notices for demands, claims, penalties etc. levied by various
1. The Hazardous Wastes (Management, Handling and statutory / regulatory authorities and initiated actions for
Transboundary Movement) Rules, 2008; corrective measures, wherever found necessary.
2. The Insecticide Act, 1968; We further report that during the audit period, there are no specific
events/ actions having a major bearing on the Company’s affairs in
3. The Drugs & Cosmetics Act, 1940; pursuance of the laws, rules, regulations, guidelines, standards, etc.
4. The Legal Metrology Act, 2009; referred to above.
5. The Legal Metrology (Packaged Commodities) This Report is to be read with our letter of even date which is annexed
Rules 2011; as Annexure A and forms an integral part of this report.
6. Food Safety and Standards Act, 2006 and Rules 2011 with
allied rules and Regulations;
For S. N. ANANTHASUBRAMANIAN & CO.
7. The Customs Act,1962; Company Secretaries
8. The Foreign Trade Development and Regulation Act,1992; Firm Registration No. P1991MH040400
9. The Foreign Trade Policy;

10. The Conservation of Foreign Exchange, Prevention of Malati Kumar
Smuggling Activities Act,1974; Partner
Date: 22nd April, 2019 ACS : 15508
11. The Medicinal and Toilet Preparations (Excise Duties)
Place : Thane COP No. : 10980
Act, 1955;

12 SUBSIDIARY
Annexure A to the Secretarial Audit Report
To, 4. Wherever required, we have obtained the management’s

representation about the compliance of laws, rules and
The Members,
regulations and happening of events etc.
CIN:U51900MH1963PLC012667 Disclaimer
Chakala, Andheri (East) Mumbai- 400099. 5. The Secretarial Audit Report is neither an assurance as to
the future viability of the Company nor of the efficacy or
Our Secretarial Audit Report for the Financial Year ended effectiveness with which the management has conducted the
31st March, 2019 of even date is to be read along with this letter. affairs of the Company.
Management’s Responsibility 6. We have not verified the correctness and appropriateness of
financial records and books of account of the Company.
1. It is the responsibility of the management of the Company to
maintain secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and
regulations and to ensure that the systems are adequate and
operate effectively. For S. N. ANANTHASUBRAMANIAN & CO.
Company Secretaries
Auditor’s Responsibility Firm Registration No. P1991MH040400
2. Our responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company
with respect to secretarial compliances. Malati Kumar
Partner
3. We believe that audit evidence and information obtained from Date: 22nd April, 2019 ACS : 15508
the Company’s management is adequate and appropriate for Place: Thane COP No. : 10980
us to provide a basis for our opinion.

INDEPENDENT AUDITOR’S REPORT

To the Members of Unilever India Exports Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under section 133 of
OPINION the Act.
We have audited the financial statements of Unilever India Exports This responsibility also includes maintenance of adequate
Limited(“the Company”), which comprise the balance sheet as accounting records in accordance with the provisions of the Act for
at 31 March 2019, and the statement of profit and loss (including safeguarding of the assets of the Company and for preventing and
other comprehensive income), statement of changes in equity detecting frauds and other irregularities; selection and application
and statement of cash flows for the year then ended, and notes to of appropriate accounting policies; making judgments and estimates
the financial statements,including a summary of the significant that are reasonable and prudent; and design, implementation and
accounting policies and other explanatory information. maintenance of adequate internal financial controls that were
operating effectively for ensuring the accuracy and completeness of
In our opinion and to the best of our information and according to
the accounting records, relevant to the preparation and presentation
the explanations given to us, the aforesaid financial statements give
of the financial statements that give a true and fair view and are free
the information required by the Companies Act, 2013 (“Act”) in the
from material misstatement, whether due to fraud or error.
manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state In preparing the financial statements, management and Board of
of affairs of the Company as at 31 March 2019, and profit and other Directors are responsible for assessing the Company’s ability to
comprehensive income, changes in equity and its cash flows for the continue as a going concern, disclosing, as applicable, matters related
year ended on that date. to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to
BASIS FOR OPINION cease operations, or has no realistic alternative but to do so.
We conducted our audit in accordance with the Standards on Auditing Board of Directors is also responsible for overseeing the Company’s
(SAs) specified under section 143(10) of the Act. Our responsibilities financial reporting process.
under those SAs are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report. We are AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
independent of the Company in accordance with the Code of Ethics FINANCIAL STATEMENTS
issued by the Institute of Chartered Accountants of India together Our objectives are to obtain reasonable assurance about whether the
with the ethical requirements that are relevant to our audit of the financial statements as a whole are free from material misstatement,
financial statements under the provisions of the Act and the Rules whether due to fraud or error, and to issue an auditor’s report
thereunder, and we have fulfilled our other ethical responsibilities that includes our opinion. Reasonable assurance is a high level
in accordance with these requirements and the Code of Ethics. We of assurance, but is not a guarantee that an audit conducted in
believe that the audit evidence we have obtained is sufficient and accordance with SAs will always detect a material misstatement
appropriate to provide a basis for our opinion. when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
OTHER INFORMATION reasonably be expected to influence the economic decisions of users
The Company’s management and Board of Directors are responsible taken on the basis of these financial statements.
for the other information. The other information comprises the As part of an audit in accordance with SAs, we exercise professional
information included in the Company’s annual report, but does not judgment and maintain professional skepticism throughout the
include the financial statements and our auditor’s report thereon. audit. We also:
Our opinion on the financial statements does not cover the other • Identify and assess the risks of material misstatement of the
information and we do not express any form of assurance conclusion financial statements, whether due to fraud or error, design and
thereon. perform audit procedures responsive to those risks, and obtain
In connection with our audit of the financial statements, our audit evidence that is sufficient and appropriate to provide
responsibility is to read the other information and, in doing so, a basis for our opinion. The risk of not detecting a material
consider whether the other information is materially inconsistent misstatement resulting from fraud is higher than for one
with the financial statements or our knowledge obtained in the resulting from error, as fraud may involve collusion, forgery,
audit or otherwise appears to be materially misstated. If, based on intentional omissions, misrepresentations, or the override of
the work we have performed, we conclude that there is a material internal control.
misstatement of this other information, we are required to report • Obtain an understanding of internal control relevant to the audit
that fact. We have nothing to report in this regard. in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL responsible for expressing our opinion on whether the Company
STATEMENTS has adequate internal financial controls with reference to
The Company’s management and Board of Directors are responsible financial statements in place and the operating effectiveness of
for the matters stated in section 134(5) of the Act with respect to the such controls.
preparation of these financial statements that give a true and fair view • Evaluate the appropriateness of accounting policies used
of the state of affairs, profit/loss and other comprehensive income, and the reasonableness of accounting estimates and related
changes in equity and cash flows of the Company in accordance with disclosures made by management.

14 SUBSIDIARY
• Conclude on the appropriateness of management’s use of the the directors as on 31 March 2019 taken on record by the
going concern basis of accounting and, based on the audit Board of Directors, none of the directors is disqualified as
evidence obtained, whether a material uncertainty exists on 31 March 2019 from being appointed as a director in
related to events or conditions that may cast significant doubt terms of section 164(2) of the Act.
on the Company’s ability to continue as a going concern. If we f) With respect to the adequacy of the internal financial
conclude that a material uncertainty exists, we are required to controls with reference to financial statements of the
draw attention in our auditor’s report to the related disclosures Company and the operating effectiveness of such controls,
in the financial statements or, if such disclosures are refer to our separate Report in “Annexure B”.
inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s 3. With respect to the other matters to be included in the Auditor’s
report. However, future events or conditions may cause the Report in accordance with Rule 11 of the Companies (Audit
Company to cease to continue as a going concern. and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
• Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether i. The Company has disclosed the impact of pending
the financial statements represent the underlying transactions litigations on its financial position in its financial
and events in a manner that achieves fair presentation. statements – Refer Note 19 to the financial statements.
We communicate with those charged with governance regarding, ii. The Company has made provision, as required under
among other matters, the planned scope and timing of the audit and the applicable law or accounting standards, for material
significant audit findings, including any significant deficiencies in foreseeable losses, if any, on long-term contracts
internal control that we identify during our audit. including derivative contracts – Refer Note 40 to the
financial statements.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding iii. There were no amounts which were required to be
independence, and to communicate with them all relationships transferred to the Investor Education and Protection Fund
andother matters that may reasonably be thought to bear on our by the Company.
independence, and where applicable, related safeguards.
iv. The disclosures in the financial statements regarding
REPORT ON OTHER LEGAL AND REGULATORY holdings as well as dealings in specified bank notes
REQUIREMENTS during the period from 8 November 2016 to 30 December
2016 have not been made in these financial statements
1. As required by the Companies (Auditor’s Report) Order, 2016 since they do not pertain to the financial year ended 31
(‘the Order’), issued by the Central Government in terms of March 2019.
Section 143 (11) of the Act, we give in ‘Annexure A’, a statement
on the matters specified in paragraphs 3 and 4 of the Order. 4. With respect to the matter to be included in the Auditor’s Report
under section 197(16):
2. As required by section 143(3) of the Act, we report that:
According to the information and explanations given to
a) We have sought and obtained all the information and us and based on our examination of the records, there is
explanations which to the best of our knowledge and belief no remuneration paid to the directors during the current
were necessary for the purposes of our audit. year. The Ministry of Corporate Affairs has not prescribed
b) In our opinion, proper books of account as required by law other details under section 197(16) which are required to
have been kept by the Company so far as it appears from be commented upon by us.
our examination of those books.
c) The balance sheet, the statement of profit and loss
(including other comprehensive income), the statement of For B S R & Co. LLP
changes in equity and the statement of cash flows dealt Chartered Accountants
with by this Report are in agreement with the books of Firm’s Registration No.
account. 101248W/W-100022
d) In our opinion, the aforesaid financial statements comply Akeel Master

with the Ind AS specified under section 133 of the Act. Partner
Mumbai, 25th April, 2019 Membership No. 046768
e) On the basis of the written representations received from

ANNEXURE A
to the Independent Auditor’s report on the financial statements of Unilever India Exports Limited for the year ended
31 March 2019
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
(i) (a) The Company has maintained proper records showing statutory dues were in arrears as at 31 March 2019 for a period
full particulars, including quantitative details and of more than six months from the date they became payable.
situation of fixed assets.
(b) According to the information and explanations given to us, there
(b) The Company has a regular programme of physical are no dues of income tax, sales tax, value added tax, service
verification of its fixed assets by which all fixed assets are tax, goods and service tax, duty of customs, duty of excise
verified in a phased manner over a period of two years. In which have not been deposited with the appropriate authorities
accordance with this programme, a portion of the fixed
assets has been physically verified by the management on account of any dispute other than those mentioned in
during the year and no material discrepancies have been Annexure I to this report.
noticed on such verification. In our opinion, this periodicity (viii) In our opinion and according to the information and
of physical verification is reasonable having regard to the explanations given to us, the Company has not defaulted in
size of the Company and the nature of its assets. repayment of dues to its bankers. The Company did not have
(c) According to information and explanations given to us, any outstanding dues to financial institutions, Government or
the title deeds of immovable properties are held in the debenture holders during the year.
name of the Company, except for the following: (ix) The Company has not raised any moneys by way of initial
(`in lakhs) public offer, further public offer (including debt instruments)
or term loans during the year. Accordingly, paragraph 3 (ix) of
Particulars Buildings the Order is not applicable to the Company.
Gross block as at 31 March 2019 389.60 (x) According to the information and explanations given to us, no
Net block as at 31 March 2019 279.88 fraud by the Company or on the Company by its officers or
employees has been noticed or reported during the year.
(ii) The inventory, except goods-in-transit, has been physically
verified by the management at reasonable intervals during (xi) According to information and explanations given to us,
the year. In our opinion, the frequency of such verification is the Company has not paid/provided for any managerial
reasonable. In respect of inventory lying with third parties, remuneration during the year. Thus, the provisions of section
these have substantially been confirmed by them. The 197 read with Schedule V to the Act are not applicable to the
discrepancies noticed on verification between the physical Company and accordingly, paragraph 3 (xi) of the Order is not
stocks and the book records were not material. applicable to the Company.
(iii) According to information and explanations given to us, there (xii) In our opinion and according to the information and
are no companies, firms, limited liability partnerships or other explanations given to us, the Company is not a Nidhi company.
parties covered in the register maintained under Section 189 Accordingly, paragraph 3(xii) of the Order is not applicable to
of the Act. Accordingly, paragraph 3 (iii) of the Order is not the Company.
applicable to the Company. (xiii) According to the information and explanations given to us and
(iv) The Company has not granted any loans or provided any based on our examinations of the records of the Company,
guarantees or security to the parties covered under Section 185 transactions with the related parties are in compliance with
and 186 of the Act. The Company has complied with the provisions sections 177 and 188 of the Act, where applicable. The details
of Section 186 of the Act in respect of investments made. of such related party transactions have been disclosed in
the financial statements as required by applicable Indian
(v) According to information and explanations given to us,the Accounting Standards.
Company has not accepted any deposits from the public within
the meaning of the directives issued by the Reserve Bank (xiv) According to the information and explanations given to us and
of India, provisions of Section 73 to 76 of the Act, any other based on our examination of the records, the Company has
relevant provisions of the Act and the relevant rules framed not made any preferential allotment or private placement of
thereunder. shares or fully or partly convertible debentures during the year.
Accordingly, paragraph 3 (xiv) of the Order is not applicable to
(vi) We have broadly reviewed the records maintained by the the Company.
Company pursuant to the rules prescribed by Central
(xv) According to the information and explanations given to us and
Government for maintenance of cost records under Section
based on our examination of the records, the Company has not
148(1) of the Act and are of the opinion that prima facie,
entered into non-cash transactions with directors or persons
the prescribed accounts and records have been made and
connected with him. Accordingly, paragraph 3(xv) of the Order
maintained. However, we have not made a detailed examination
is not applicable to the Company.
of the records.
(xvi) The Company is not required to be registered under section
(vii) (a) According to the information and explanations given to 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
us and the records of the Company examined by us, in our paragraph 3 (xvi) of the Order is not applicable to the Company.
opinion, the Company is regular in depositing the undisputed
statutory dues including provident fund, employees state For B S R & Co. LLP
insurance, income tax, goods and service tax, duty of customs, Chartered Accountants
cess, professional tax and other material statutory dues, as Firm’s Registration No.
applicable, with the appropriate authorities. 101248W/W-100022
According to the information and explanations given to us,
no undisputed amounts payable in respect of provident fund, Akeel Master
employees state insurance, income tax, goods and service Partner
tax, duty of customs, cess, professional tax and other material Mumbai, 25th April, 2019 Membership No. 046768

16 SUBSIDIARY
ANNEXURE A
31 March 2019 (Contd.)
ANNEXURE I
(All amounts in ` Lakhs, unless otherwise stated)
Amount Period to which the
Name of the Statute Nature of dues Amount Paid Forum where dispute is pending
Demanded amount relates
Excise Duty
The Central Excise (Including
30.00 - 2007-2008 Commissioner of Central Excise
Act, 1994 Interest Penalty, if
applicable)
Custom Duty
(Including Interest
Customs Act, 1962 570.00 189.00 2011-12 Supreme Court
and Penalty, if
applicable)
Value Added tax
Kerala Value Added (Including Interest
103.19 20.64 2011-12 Deputy Commissioner of Kerala
Tax Rules, 2005 and Penalty, if
applicable)
Income Tax,
(Including Interest
Income Tax Act, 1961 20,517.37 1,205.02 2009-2014 Income Tax Appellate Tribunal
and Penalty, if
applicable)
Sales Tax
Central Sales Tax
(Including Interest
Act and Local Sales 11.29 - 1996-1997 Sales tax Tribunal
and Penalty, if
Tax Act
applicable)
Sales Tax
Central Sales Tax
(Including Interest
Act and Local Sales 150.00 - Before 2002 Tribunal (CESTAT)
and Penalty, if
Tax Act
applicable)
Sales Tax
Central Sales Tax
(Including Interest
Act and Local Sales 2.09 - 1987-88 High Court
and Penalty, if
Tax Act
applicable)
Income Tax,
(Including Interest
Income Tax Act, 1961 2.72 - 2009-10 Income Tax Appellate Tribunal
and Penalty, if
applicable)
Excise Duty
The Central Excise (Including
35.00 - 2014-16 Revisionary authority, Mumbai
Act, 1994 Interest Penalty, if
applicable)
Value Added tax
Kerala Value Added (Including Interest
4.19 - 2011-12 Commercial Tax Officer
Tax Act, 2003 and Penalty, if
applicable)
Sales Tax
Central Sales Tax
(Including Interest
Act and Local Sales 6.78 - 2000-01 Commissioner of Sales Tax
and Penalty, if
Tax Act
applicable)

ANNEXURE B
31 March 2019
Report on the internal fnancial controls with reference to the aforesaid fnancial statements under section 143(3)(i) of the Companies Act,
2013
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
OPINION testing and evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures selected
We have audited the internal financial controls with reference
depend on the auditor’s judgement, including the assessment of the
to financial statements of Unilever India Exports Limited (“the
risks of material misstatement of the financial statements, whether
Company”) as of 31 March 2019 in conjunction with our audit of the
due to fraud or error.
financial statements of the Company for the year ended on that date.
We believe that the audit evidence we have obtained is sufficient and
In our opinion, the Company has, in all material respects, an
appropriate to provide a basis for our audit opinion on the Company’s
adequate internal financial control system with reference to financial
internal financial controls with reference to financial statements.
statements and such internal financial controls were operating
effectively as at 31 March 2019, based on the internal financial MEANING OF INTERNAL FINANCIAL CONTROLS WITH
controls with reference to financial statements criteria established REFERENCE TO FINANCIAL STATEMENTS
by the Company considering the essential components of internal
controls stated in the Guidance Note on Audit of Internal Financial A company’s internal financial controls with reference to financial
Controls over Financial Reporting issued by the Institute of Chartered statements is a process designed to provide reasonable assurance
Accountants of India (the “Guidance note”). regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL generally accepted accounting principles. A company’s internal
FINANCIAL CONTROLS financial controls with reference to financial statements include
those policies and procedures that (1) pertain to the maintenance
The Company’s management and the Board of Directors are
of records that, in reasonable detail, accurately and fairly reflect
responsible for establishing and maintaining internal financial
the transactions and dispositions of the assets of the company;
controls based on the internal financial controls with reference to
(2) provide reasonable assurance that transactions are recorded
financial statements criteria established by the Company considering
as necessary to permit preparation of financial statements in
the essential components of internal control stated in the Guidance
accordance with generally accepted accounting principles, and that
Note. These responsibilities include the design, implementation
receipts and expenditures of the company are being made only in
and maintenance of adequate internal financial controls that were
accordance with authorisations of management and directors of
operating effectively for ensuring the orderly and efficient conduct
the company; and (3) provide reasonable assurance regarding
of its business, including adherence to Company’s policies, the
prevention or timely detection of unauthorised acquisition, use, or
safeguarding of its assets, the prevention and detection of frauds
disposition of the company’s assets that could have a material effect
and errors, the accuracy and completeness of the accounting
on the financial statements.
records, and the timely preparation of reliable financial information,
as required under the Companies Act, 2013 (hereinafter referred to INHERENT LIMITATIONS OF INTERNAL FINANCIAL CON-
as “the Act”). TROLS WITH REFERENCE TO FINANCIAL STATEMENTS
AUDITOR’S RESPONSIBILITY Because of the inherent limitations of internal financial controls
with reference to financial statements, including the possibility of
Our responsibility is to express an opinion on the Company’s internal
collusion or improper management override of controls, material
financial controls with reference to financial statements based on our
misstatements due to error or fraud may occur and not be detected.
audit. We conducted our audit in accordance with the Guidance Note
Also, projections of any evaluation of the internal financial controls
and the Standards on Auditing, prescribed under section 143(10)
with reference to financial statements to future periods are subject
of the Act, to the extent applicable to an audit of internal financial
to the risk that the internal financial controls with reference to
controls with reference to financial statements. Those Standards and
financial statements may become inadequate because of changes
the Guidance Note require that we comply with ethical requirements
in conditions, or that the degree of compliance with the policies or
and plan and perform the audit to obtain reasonable assurance
procedures may deteriorate.
about whether adequate internal financial controls with reference to
financial statements were established and maintained and whether
such controls operated effectively in all material respects. For B S R & Co. LLP
Chartered Accountants
Our audit involves performing procedures to obtain audit evidence
Firm’s Registration No.
about the adequacy of the internal financial controls with reference
101248W/W-100022
to financial statements and their operating effectiveness. Our audit
of internal financial controls with reference to financial statements
Akeel Master
included obtaining an understanding of such internal financial
Partner
controls, assessing the risk that a material weakness exists, and

18 SUBSIDIARY
BALANCE SHEET
As at 31st March, 2019

As at As at
Particulars Note
ASSETS
Non-current assets
Property, plant and equipment 3A 5,202.95 6,782.12
Capital work-in-progress 3B 419.00 506.48
Investment in Associate 4A 0.24 0.24
Financial assets
Loans 5 217.23 61.27
Deferred tax assets (net) 30C 1,877.21 3,145.99
Non- current tax assets (net) 30D 2,429.78 2,444.78
Other non-current assets 6 271.64 260.50
Current assets
Inventories 7 8,722.19 10,492.61
Financial assets
Investments 4B 2,102.12 1,604.55
Trade receivables 8 13,344.21 17,564.15
Cash and cash equivalents 9 834.43 1,620.35
Loans 5 400.33 426.19
Other financial assets 10 1,877.03 1,503.55
Other current assets 11 10,895.22 7,917.24
TOTAL ASSETS 48,593.58 54,330.02
EQUITY AND LIABILITIES
Equity
Equity share capital 12A 297.50 297.50
Other equity 12B 17,766.16 21,085.93
Liabilities
Non-current liabilities
Financial liabilities
Other financial liabilities 15 17.59 19.76
Provisions 16 2,497.20 2,091.26
Non- current tax liabilities (net) 30D 129.28 2,519.83
Other non-current liabilities 17 2,851.62 2,959.04
Current liabilities
Borrowings 13 12,415.71 8,000.00
Trade payables 14
Total outstanding dues of micro enterprises and small enterprises - -
Total outstanding dues of creditors other than micro enterprises 11,224.52 14,500.51
and small enterprises
Provisions 16 145.54 1,006.10
Other current liabilities 18 1,002.65 1,581.42
TOTAL EQUITY AND LIABILITIES 48,593.58 54,330.02
Basis of preparation, measurement and significant accounting policies 2
Contingent Liabilities and capital commitments 19, 20
The accompanying notes are an integral part of these fnancial statements
As per our report of even date
For B S R & Co. LLP For and on behalf of Board of Directors of Unilever India Exports Limited
Firm's Registration No. 101248W/W - 100022
Akeel Master Sanjiv Chatterji Suman Hegde

Partner Director Director
Membership No: 046768 [DIN: 07711327] [DIN: 06539295]
Mumbai, 25th April, 2019 Mumbai, 25th April, 2019 Mumbai, 25th April, 2019

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March, 2019

Year ended Year ended
Particulars Note
INCOME
Revenue from operations 21 88,055.86 91,537.79
Other income 22 454.97 2,242.99
TOTAL INCOME 88,510.83 93,780.78
EXPENSES
Cost of materials consumed 23 27,307.56 27,304.08
Purchases of stock-in-trade 24 34,076.73 40,259.02
Changes in inventories of finished goods (including stock-in-trade) and 25 438.16 (336.61)
work-in-progress
Excise duty - 0.39
Employee benefits expense 26 2,370.40 3,111.22
Finance costs 27 1,199.79 646.01
Depreciation expense 28 1,072.22 1,216.17
Other expenses 29A 13,256.63 14,483.54
TOTAL EXPENSES 79,721.49 86,683.82
Proft before exceptional items and tax 8,789.34 7,096.96
Exceptional items 29B (105.61) 316.72
Proft before tax 8,683.73 7,413.68
Tax expenses
Current tax 30A (2,150.00) (4,788.67)
Deferred tax credit/(charge) 30A (1,310.90) 2,256.59
PROFIT FOR THE YEAR (A) 5,222.83 4,881.60
OTHER COMPREHENSIVE INCOME
Items that will not be reclassifed subsequently to proft or loss
Remeasurements of the net defined benefit plans (120.53) 120.53
Income tax relating to items that will not be subsequently reclassifed
to proft or loss
Remeasurements of the net defined benefit plans 30A 42.12 (42.12)
OTHER COMPREHENSIVE INCOME FOR THE YEAR (B) (78.41) 78.41
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) 5,144.42 4,960.01
Earnings per equity share
Basic and Diluted (Face value of ` 10 each) 31 175.56 164.09


Membership No: 046768 [DIN:07711327] [DIN: 06539295]

20 SUBSIDIARY
STATEMENT OF CASH FLOWS


A CASH FLOW FROM OPERATING ACTIVITIES:
Adjustments for:
Restructuring costs 105.61 -
(Write back)/ Provision for inventory (421.54) 811.66
(Write back)/ Provision for doubtful receivables during the year (26.75) 421.97
Depreciation expense 1,072.22 1,216.17
Fair value (gain)/loss on investments 1.08 13.74
Unrealised (gain)/ loss on foreign currency fluctuation/(net) (177.56) 1,022.12
Net gain on sale of Investments (428.48) (940.34)
(Surplus)/ Deficit on assets sold, scrapped, etc. (net) (416.04) 6.44
Interest income (26.49) (136.05)
Interest expense 1,072.63 518.09
Unwinding of discount on employee and ex-employee related liabilities (247.69) -
(Reversal)/ Allowance for credit impairment (796.96) 624.21
Bad debts written off 83.01 153.58
Operating Proft before working capital changes 8,476.77 11,125.27
Changes in Working capital:
(Increase) / Decrease in trade receivables 4,413.80 1,108.03
(Increase) / Decrease in loans (non-current) (155.96) 497.28
(Increase) / Decrease in loans (current) 25.86 (393.98)
(Increase) / Decrease in other financial assets (non-current) - 2.36
(Increase) / Decrease in other financial assets (current) 87.01 (1,449.49)
(Increase) / Decrease in other non-current assets (11.14) 120.85
(Increase) / Decrease in other current assets (2,951.23) (3,749.73)
(Increase) / Decrease in inventories 2,191.96 965.19
Increase / (Decrease) in trade payables (3,229.80) (2,072.87)
Increase / (Decrease) in other financial liabilities (non-current) (2.16) 2.56
Increase / (Decrease) in other financial liabilities (current) - (366.41)
Increase / (Decrease) in provisions (non-current) 405.94 60.48
Increase / (Decrease) in provisions (current) 48.80 1,006.10
Increase / (Decrease) other non-current liabilities 19.74 2,884.53
Increase / (Decrease) in other current liabilities (663.05) 429.82
Cash generated from Operations 8,656.53 10,169.99
Taxes paid (net of refunds) (4,525.55) (4,356.20)
Net cash (used in)/generated from operating activities - [A] 4,130.98 5,813.79
B CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (810.85) (1,495.21)
Sale of property, plant and equipment 803.55 60.47
Sale proceeds of investments 393,030.90 436,242.51
Purchase of investments (393,101.08) (410,003.00)
Proceeds/(Investments) from/in bank deposits (0.37) 5,050.73
Interest received 26.49 136.05
Cash fow before exceptional items (51.36) 29,991.55


Exceptional items:
Consideration received on disposal of residential properties - 415.14
Taxes paid for exceptional items - (130.43)
Net cash generated from investing activities - [B] (51.36) 30,276.26
C CASH FLOW FROM FINANCING ACTIVITIES:
Borrowings taken 38,000.00 14,000.00
Borrowings repaid (33,500.00) (33,722.80)
Dividends paid (7,021.00) (12,971.00)
Taxes paid on dividend (1,443.19) (2,640.59)
Interest paid (901.35) (518.09)
Net cash (used in) financing activities - [C] (4,865.54) (35,852.48)
Net (decrease)/increase in cash and cash equivalents - [A+B+C] (785.92) 237.57
Add: Cash and cash equivalents at the beginning of the year 1,620.35 1,382.78
Cash and cash equivalents at the end of the year (Refer Note 9) 834.43 1,620.35
Note: The above Statement of Cash flows has been prepared under the indirect method as set out in the Ind AS 7, ‘Statement of Cash Flows’.

Membership No: 046768 [DIN: 07711327] [DIN: 06539295]

22 SUBSIDIARY
STATEMENT OF CHANGES IN EQUITY

A EQUITY SHARE CAPITAL

Note Total
As at 31st March, 2017 12A 297.50
Changes in equity share capital during the year -
As at 31st March, 2018 12A 297.50
As at 31st March, 2019 12A 297.50
B OTHER EQUITY
Items of Other
Reserves and Surplus Comprehensive
Income(OCI)
Total
Export Remesaurement
Capital Securities General Retained
Proft of net defned
Reserve Premium Reserve Earnings
Reserve beneft plans
As at 31st March, 2017 1.23 6,965.70 4.45 5,459.45 19,306.68 - 31,737.51
Profit for the year - - - - 4,881.60 - 4,881.60
Other comprehensive income for the year - - - - - 78.41 78.41
Total comprehensive income for the year - - - - 4,881.60 78.41 4,960.01
Dividend on equity shares for the year - - - - (12,971.00) - (12,971.00)
(Note 32)
Dividend distribution tax (Note 32) - - - - (2,640.59) - (2,640.59)
As at 31st March, 2018 1.23 6,965.70 4.45 5,459.45 8,576.69 78.41 21,085.93
Other comprehensive income for the year - - - - - (78.41) (78.41)
Total comprehensive income for the year - - - - 5,222.83 (78.41) 5,144.42
Dividend on equity shares for the year (Note - - - - (7,021.00) - (7,021.00)
32)
Dividend distribution tax (Note 32) - - - - (1,443.19) - (1,443.19)
As at 31st March, 2019 1.23 6,965.70 4.45 5,459.45 5,335.33 - 17,766.16

Membership No: 046768 [DIN:07711327] [DIN:06539295]

NOTES
to the financial statements for the year ended 31st March, 2019
1. COMPANY INFORMATION historical experience and other factors, including expectations
Unilever India Exports Limited (the ‘Company’) is a wholly owned of future events that are believed to be reasonable. Revisions to
subsidiary of Hindustan Unilever Limited (HUL) domiciled in accounting estimates are recognised prospectively.
India with its registered office located at Unilever House, B.D.
Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. The Information about critical judgements in applying accounting
Company (bearing CIN number U51900MH1963PLC012667) has policies, as well as estimates and assumptions that have
various manufacturing plants in India and primarily exports the most significant risk of causing a material adjustment to
Home care, Personal care, Food and Refreshments goods the carrying amounts of assets and liabilities within the next
across the world. financial year, are included in the following notes:
2 BASIS OF PREPARATION, MEASUREMENT AND (a) Recognition of deferred tax assets/liabilities – Note 30;
(b) Measurement and likelihood of occurrence of provisions and
SIGNIFICANT ACCOUNTING POLICIES
contingencies – Notes 16 and 19.
2.1 Basis of preparation and measurement
2.3 RECENT ACCOUNTING DEVELOPMENTS
(a) Basis of preparation
(a) Standards issued but not yet effective:
These financial statements have been prepared in accordance
i) IND AS 116 : Leases
with the Indian Accounting Standards (hereinafter referred
to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs In March 2019, the Ministry of Corporate Affairs issued the
pursuant to section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) (Amendments)
rule 3 of the Companies (Indian Accounting standards) Rules, Rules, 2019, notifying Ind AS 116 ‘Leases’. The Standard is
2015 as amended from time to time. applicable to the Company with effect from 1st April, 2019.
The financial statements have been prepared on the accrual The standard changes the recognition, measurement,
and going concern basis. The accounting policies are applied presentation and disclosure of leases. It requires:
consistently to all the periods presented in the financial
statements. • Lessees to record all leases on the balance sheet with
exemptions available for low value and short-term leases.
All assets and liabilities have been classified as current or
non current as per the Company’s normal operating cycle • At the commencement of a lease, a lessee will recognise lease
and other criteria as set out in the Division II of Schedule III liability and an asset representing the right to use the asset
to the Companies Act, 2013. Based on the nature of products during the lease term (right-of-use asset).
and the time between acquisition of assets for processing and • Lessees will subsequently reduce the lease liability when paid
their realisation in cash and cash equivalents, the Company has and recognise depreciation on the right-of-use asset.
ascertained its operating cycle as 12 months for the purpose of
current or non-current classification of assets and liabilities. • A lease liability is remeasured upon the occurrence of certain
events such as a change in the lease term or a change in
The financial statements are presented in INR, the functional an index or rate used to determine lease payments. The
currency of the Company. Items included in the financial remeasurement normally also adjusts the right-of-use asset.
statements of the Company are recorded using the currency
of the primary economic environment in which the Company The standard has no impact on the actual cash flows of a
operates (the ‘functional currency’). Company. However, operating lease payments currently
expensed as operating cash outflows will instead be capitalised
Transactions and balances with values below the rounding off and presented as financing cash outflows in the statement of
norm adopted by the Company have been reflected as 0.00 in cash flows.
the relevant notes in these financial statements.
The Company has reviewed all relevant contracts to identify
The financial statements of the Company for the year ended leases and preparations for this standard are substantially
31st March, 2019 were approved for issue in accordance with complete. This review included:
the resolution of the Board of Directors on 25th April, 2019
• an assessment about whether the contract depends on a
(b) Basis of measurement specific asset,
These financial statements are prepared under the historical • whether the company obtains substantially all the economic
cost convention unless otherwise indicated. benefits from the use of that asset; and
2.2 KEY ACCOUNTING ESTIMATES AND JUDGEMENTS • whether the Company has the right to direct the use of that
asset.
The preparation of financial statements requires management
to make judgements, estimates and assumptions in the From 1st April 2019 the Company will focus on ensuring that
application of accounting policies that affect the reported the revised process for identifying and accounting for leases is
amounts of assets, liabilities, income and expenses. Actual followed. The Company intends to use the exemptions provided
results may differ from these estimates. Estimates and by IND AS 116 for short-term leases (less than a year) and
judgements are continuously evaluated and are based on leases for low-value assets.

24 SUBSIDIARY
NOTES
to the financial statements for the year ended 31st March, 2019 (Contd.)
The estimated impact of IND AS 116 on the Company’s financial charged to the Statement of Profit and Loss during the period
statements at 31st March 2019 is as follows: in which they are incurred.
Balance sheet: Gains or losses arising on retirement or disposal of property,

plant and equipment are recognised in the Statement of Profit
The Company estimates that the adoption of IND AS 116 and Loss.
will result in an increase in total assets of approximately Property, plant and equipment which are not ready for intended
894.81 lakhs. Financial liabilities are expected to increase by use as on the date of Balance Sheet are disclosed as ‘‘Capital
approximately ` 1,318.76 lakhs. work-in-progress’’.
Statement of Proft and Loss: Depreciation is provided on a pro-rata basis on the straight
The Company estimates that the adoption of IND AS 116 will line method based on estimated useful life prescribed under
result in increased depreciation of approximately ` 567.83 Schedule II to the Companies Act, 2013 with the exception of
lakhs from the right-of-use assets. This will offset the reduction the following:
in operating lease expenses of around 675.20 lakhs per year, - plant and equipment is depreciated over 3 to 21 years based on
resulting in an overall increase in Earnings Before Interest and the technical evaluation of useful life done by the management.
Tax of ` 107.37 lakhs. Finance costs are expected to increase - assets costing ` 5,000 or less are fully depreciated in the year
by approximately ` 130.22 lakhs per year due to the interest of purchase.
recognised on lease liabilities. Freehold land is not depreciated.
Statement of Cash Flows: The residual values, useful lives and method of depreciation
of property, plant and equipment is reviewed at each financial
The Company estimates that the adoption of IND AS 116 will
year end and adjusted prospectively, if appropriate.
increase cash flows from operating activities by approximately
` 675.20 lakhs with a related increase in cash flows used in (b) INVENTORIES
financing activities of ` 675.20 lakhs which relates to lease
payments previously expensed as paid. Inventories are valued at the lower of cost and net realisable
value. Cost is computed on a weighted average basis. Cost
ii) Other Amendments of finished goods and work-in-progress include all costs
of purchases, conversion costs and other costs incurred in
In March 2019, the Ministry of Corporate Affairs also issued the
bringing the inventories to their present location and condition.
Companies (Indian Accounting Standards) Second Amendment
The net realisable value is the estimated selling price in
Rules, 2019 notifying the following standard and amendments
the ordinary course of business less the estimated costs of
which are effective from 1st April, 2019:
completion and estimated costs necessary to make the sale.
- Appendix C to Ind AS 12, Income taxes
(c) CASH AND CASH EQUIVALENTS
- Amendments to Ind AS 103, Business Combinations
Cash and cash equivalents are short-term (three months or
- Amendments to Ind AS 109, Financial Instruments less from the date of acquisition), highly liquid investments and
bank balances that are readily convertible into cash and which
- Amendments to Ind AS 111, Joint Arrangements
are subject to an insignificant risk of changes in value.
- Amendments to Ind AS 19, Employee Benefits
(d) FINANCIAL INSTRUMENTS
- Amendments to Ind AS 23, Borrowing Costs
Financial Assets:
- Amendments to Ind AS 28, Investments to Associates and
Financial assets are recognised when the Company becomes a
Joint Ventures
party to the contractual provisions of the instrument.
Based on preliminary assessment, the Company does not On initial recognition, a financial asset is recognised at fair
expect these amendments to have any significant impact on its value. In case of Financial assets which are recognised at fair
Financial statements. value through profit and loss (FVTPL), its transaction cost is
recognised in the statement of profit and loss. In other cases,
2.4 SIGNIFICANT ACCOUNTING POLICIES the transaction cost is attributed to the acquisition value of the
(a) PROPERTY, PLANT AND EQUIPMENT financial asset.
Property, plant and equipment is stated at acquisition cost net of Financial assets are subsequently classified and measured at
accumulated depreciation and accumulated impairment losses, - amortised cost
if any. Property, plant and equipment acquired in a business
combination are recognised at fair value at the acquisition date. - fair value through profit and loss (FVTPL)
Subsequent costs are included in the asset’s carrying amount
- fair value through other comprehensive income (FVOCI).
or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with Financial assets are not reclassified subsequent to their
the item will flow to the Company and the cost of the item can recognition, except if and in the period the Company changes
be measured reliably. All other repairs and maintenance are its business model for managing financial assets.

NOTES
Trade Receivables and Loans: investments in equity instruments are recognised as ‘other
income’ in the Statement of Profit and Loss.
Trade receivables are initially recognised at fair value.
Subsequently, these assets are held at amortised cost, using the Derivative Financial Instruments:
effective interest rate (EIR) method net of any expected credit
losses. The EIR is the rate that discounts estimated future cash The Company uses derivative financial instruments, such as
income through the expected life of financial instrument. forward currency contracts to hedge its foreign currency risk.
Such derivative financial instruments are initially recognised at
Debt Instruments: fair value on the date on which a derivative contract is entered
and are subsequently re-measured at fair value. Any changes
Debt instruments are initially measured at amortised cost, fair therein are recognised in the statement of profit and loss
value through other comprehensive income (‘FVOCI’) or fair account. Derivatives are carried as financial assets when the
value through profit or loss (‘FVTPL’) till derecognition on the fair value is positive and as financial liabilities when the fair
basis of (i) the company’s business model for managing the value is negative.
financial assets and (ii) the contractual cash flow characteristics
of the financial asset. Derecognition
(i) Measured at amortised cost: The Company derecognises a financial asset when the
contractual rights to the cash flows from the financial asset
Financial assets that are held within a business model
expire, or it transfers the contractual rights to receive the cash
whose objective is to hold financial assets in order to collect
flows from the asset.
contractual cash flows that are solely payments of principal and
interest, are subsequently measured at amortised cost using Impairment of Financial Asset
the effective interest rate (‘EIR’) method less impairment, if
any. The amortisation of EIR and loss arising from impairment, The Company applies expected credit losses (ECL) model
if any is recognised in the Statement of Profit and Loss. for measurement and recognition of loss allowance on the
following:
(ii) Measured at fair value through other comprehensive income
(FVOCI): i. Trade receivables
Financial assets that are held within a business model whose ii. Financial assets measured at amortized cost (other than trade
objective is achieved by both, selling financial assets and receivables)
collecting contractual cash flows that are solely payments iii. Financial assets measured at fair value through other
of principal and interest, are subsequently measured at comprehensive income (FVOCI)
fair value through other comprehensive income. Fair value
movements are recognized in the other comprehensive income In case of trade receivables, the Company follows a simplified
(OCI). Interest income measured using the EIR method and approach wherein an amount equal to lifetime ECL is measured
impairment losses, if any are recognised in the Statement and recognized as loss allowance.
of Profit and Loss. On derecognition, cumulative gain or loss In case of other assets (listed as ii and iii above), the Company
previously recognised in OCI is reclassified from the equity to determines if there has been a significant increase in credit
‘other income’ in the Statement of Profit and Loss. risk of the financial asset since initial recognition. If the credit
(iii) Measured at fair value through proft or loss (FVTPL): risk of such assets has not increased significantly, an amount
equal to 12-month ECL is measured and recognized as loss
A financial asset not classified as either amortised cost allowance. However, if credit risk has increased significantly,
or FVOCI, is classified as FVTPL. Such financial assets are an amount equal to lifetime ECL is measured and recognized
measured at fair value with all changes in fair value, including as loss allowance.
interest income and dividend income if any, recognised as
‘other income’ in the Statement of Profit and Loss. Subsequently, if the credit quality of the financial asset improves
such that there is no longer a significant increase in credit risk
Equity Instruments: since initial recognition, the Company reverts to recognizing
All investments in equity instruments classified under financial impairment loss allowance based on 12-month ECL.
assets are initially measured at fair value, the Company may, on ECL is the difference between all contractual cash flows that
initial recognition, irrevocably elect to measure the same either are due to the Company in accordance with the contract and
at FVOCI or FVTPL. all the cash flows that the Company expects to receive (i.e., all
The Company makes such election on an instrument-by- cash shortfalls), discounted at the original effective interest
instrument basis. Fair value changes on an equity instrument rate.
is recognised as ‘other income’ in the Statement of Profit Lifetime ECL are the expected credit losses resulting from
and Loss unless the Company has elected to measure such all possible default events over the expected life of a financial
instrument at FVOCI. Fair value changes excluding dividends, on asset. 12-month ECL are a portion of the lifetime ECL which
an equity instrument measured at FVOCI are recognised in OCI. result from default events that are possible within 12 months
Amounts recognised in OCI are not subsequently reclassified from the reporting date.
to the Statement of Profit and Loss. Dividend income on the

26 SUBSIDIARY
NOTES
ECL are measured in a manner that they reflect unbiased of one or more uncertain future events not wholly within the
and probability weighted amounts determined by a range of control of the Company or a present obligation that arises from
outcomes, taking into account the time value of money and past events where it is either not probable that an outflow of
other reasonable information available as a result of past resources will be required to settle the obligation or a reliable
events, current conditions and forecasts of future economic estimate of the amount cannot be made.
conditions.
(f) REVENUE RECOGNITION
As a practical expedient, the Company uses a provision matrix
Effective April 1, 2018, the Company has applied Ind AS 115
to measure lifetime ECL on its portfolio of trade receivables.
which establishes a comprehensive framework for determining
The provision matrix is prepared based on historically observed
whether, how much and when revenue is to be recognised. Ind
default rates over the expected life of trade receivables and
AS 115 replaces Ind AS 18 Revenue. The impact of the adoption
is adjusted for forward-looking estimates. At each reporting
of the standard on the financial statements of the Company is
date, the historically observed default rates and changes in the
insignificant.
forward-looking estimates are updated.
Revenue from sale of goods is recognised when control of the
ECL impairment loss allowance (or reversal) recognized during
products being sold is transferred to our customer and when
the period is recognized as income/ expense in the Statement
there are no longer any unfulfilled obligations. The performance
of Profit and Loss under the head ‘Other expenses’.
obligation in the contracts are typically satisfied at the time of
Financial Liabilities: issue of Onboard Bill of Lading. Incase of sale of goods through
ICD (Inland Container Depots) the performance obligation is
Initial recognition and measurement satisifed at the time of issue of the RFS Bill of Lading.
Financial liabilities are recognised when the Company becomes Revenue is measured at fair value of the consideration received
a party to the contractual provisions of the instrument. Financial or receivable, after deduction of any trade discounts, volume
liabilities are initially measured at the amortised cost unless rebates and any taxes or duties collected on behalf of the
at initial recognition, they are classified as fair value through government such as goods and services tax, etc. Revenue
profit and loss. In case of trade payables, they are initially is only recognised to the extent that it is highly probable a
recognised at fair value and subsequently, these liabilities are significant reversal will not occur.
held at amortised cost, using the effective interest rate method.
Income from export incentives such as duty drawback and
Subsequent measurement premium on sale of import licenses are recognised on accrual
Financial liabilities are subsequently measured at amortised basis.
cost using the EIR method. Financial liabilities carried at fair (g) OTHER INCOME
value through profit or loss are measured at fair value with all
changes in fair value recognised in the Statement of Profit and Interest income is recognized using the effective interest rate
Loss. (EIR) method.
Dividend Income on investments is recognised for when the
Derecognition right to receive the dividend is established.
A financial liability is derecognised when the obligation Interest on Investments is recognised on a time proportion
specified in the contract is discharged, cancelled or expires. basis taking into account the amounts invested and the rate of
interest.
(e) PROVISIONS AND CONTINGENT LIABILITIES
(h) EXPENDITURE
Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of a past event, it Expenses are accounted on accrual basis.
is probable that an outflow of resources embodying economic (i) EMPLOYEE BENEFITS
benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. Provisions Defned contribution plans
are measured at the best estimate of the expenditure required
Contributions to defined contribution schemes such
to settle the present obligation at the Balance Sheet date.
as employees’ state insurance, labour welfare fund,
If the effect of the time value of money is material, provisions superannuation scheme, employee pension scheme etc. are
are discounted to reflect its present value using a current pre- charged as an expense based on the amount of contribution
tax rate that reflects the current market assessments of the required to be made as and when services are rendered by the
time value of money and the risks specific to the obligation. employees. Company’s provident fund contribution, in respect
When discounting is used, the increase in the provision due to of certain employees, is made to a government administered
the passage of time is recognised as a finance cost. fund and charged as an expense to the Statement of Profit and
Loss. The above benefits are classified as Defined Contribution
Contingent liabilities are disclosed when there is a possible Schemes as the Company has no further defined obligations
obligation arising from past events, the existence of which beyond the monthly contributions.
will be confirmed only by the occurrence or non-occurrence

NOTES
Defned beneft plans expected to vest. When the options are exercised, the Company
issues fresh equity shares.
In respect of certain employees, provident fund contributions
are made to a trust administered by the Company. The interest For cash-settled share-based payments, the fair value of the
rate payable to the members of the trust shall not be lower amount payable to employees is recognised as ‘employee
than the statutory rate of interest declared by the Central benefit expenses’ with a corresponding increase in liabilities,
Government under the Employees Provident Funds and over the period of non-market vesting conditions getting
Miscellaneous Provisions Act, 1952 and shortfall, if any, shall fulfilled. The liability is remeasured at each reporting period up
be made good by the Company. The liability in respect of the to, and including the settlement date, with changes in fair value
shortfall of interest earnings of the Fund is determined on the recognised in employee benefits expenses.
basis of an actuarial valuation.
(j) IMPAIRMENT OF NON-FINANCIAL ASSETS
The Company’s Gratuity Fund Scheme is considered as defined
Assessment for impairment is done at each Balance Sheet
benefit plans and the gratuity fund assets are being controlled
date as to whether there is any indication that a non-financial
by separate independant trust for entire Hindustan Unilever
asset may be impaired. Indefinite life intangibles are subject
Limited and its subsidaries including Unilever Indian Exports
to a review for impairment annually or more frequently if
Limited. The group’s liability is determined on the basis of an
events or circumstances indicate that it is necessary. For the
actuarial valuation using the projected unit credit method as at
purpose of assessing impairment, the smallest identifiable
Balance Sheet date, made by independant actuaries.
group of assets that generates cash inflows from continuing
As per Ind AS 19 Employee Benefits, in respect of group plans use that are largely independent of the cash inflows from other
that share risks between various enterprises under common assets or groups of assets is considered as a cash generating
control, the net defined benefit cost is recognised in the unit. Goodwill acquired in a business combination is, from the
separate financial statements of the group enterprise that is acquisition date, allocated to each of the Company’s cash-
legally sponsoring employer for the plan. Hence, the gratuity generating units that are expected to benefit from the synergies
plan assets, liabilities towards gratuity is recognised in the of the combination, irrespective of whether other assets or
books of the holding company for the group. Actuarial gains and liabilities of the acquiree are assigned to those units.
losses in respect of the defined benefit plans are recognised in
If any indication of impairment exists, an estimate of the
the Statement of Profit and Loss of the parent company in the
recoverable amount of the individual asset/cash generating
year in which they arise.
unit is made. Asset/cash generating unit whose carrying value
Termination benefts exceeds their recoverable amount are written down to the
recoverable amount by recognising the impairment loss as an
Termination benefits, in the nature of voluntary retirement
expense in the Statement of Profit and Loss. The impairment
benefits or termination benefits arising from restructuring, are
loss is allocated first to reduce the carrying amount of any
recognised in the Statement of Profit and Loss. The Company
goodwill (if any) allocated to the cash generating unit and then
recognises termination benefits at the earlier of the following
to the other assets of the unit, pro rata based on the carrying
dates: (a) when the Company can no longer withdraw the offer
amount of each asset in the unit. Recoverable amount is higher
of those benefits; and (b) when the Company recognises costs
of an asset’s or cash generating unit’s fair value less cost of
for a restructuring that is within the scope of Ind AS 37 and
disposal and its value in use. Value in use is the present value
involves the payment of termination benefits. Termination
of estimated future cash flows expected to arise from the
benefits which are an enhancement to post-employment
continuing use of an asset or cash generating unit and from its
benefits, are accounted as post-employment benefits.
disposal at the end of its useful life. Assessment is also done at
If the termination benefits are not expected to be settled wholly each Balance Sheet date as to whether there is any indication
before twelve months after the end of the annual reporting that an impairment loss recognised for an asset in prior
period, then they are accounted as long-term employee accounting periods may no longer exist or may have decreased,
benefits. Benefits falling due more than 12 months after the basis the assessment a reversal of an impairment loss for an
end of the reporting period are discounted to their present asset other than goodwill is recognised in the Statement of
value. Profit and Loss account.
Share-Based Payments (k) INCOME TAXES
Employees of the Company receive remuneration in the form Income tax expense for the year comprises of current tax and
of share-based payments in consideration of the services deferred tax. It is recognised in the Statement of Profit and
rendered.Under the equity settled share based payment, the Loss except to the extent it relates to a business combination
fair value on the grant date of the awards given to employees is or to an item which is recognised directly in equity or in other
recognised as ‘employee benefit expenses’ with a corresponding comprehensive income.
increase in equity over the vesting period. The fair value of the
Current tax is the expected tax payable/receivable on the
options at the grant date is calculated by an independent valuer
taxable income/loss for the year using applicable tax rates for
basis Black Scholes model. At the end of each reporting period,
the relevant period, and any adjustment to taxes in respect of
apart from the non-market vesting condition, the expense is
previous years. Interest expenses and penalties, if any, related
reviewed and adjusted to reflect changes to the level of options

28 SUBSIDIARY
NOTES
to income tax are included in finance cost and other expenses (n) BORROWING COSTS
respectively. Interest Income, if any, related to Income tax is
Borrowing costs directly attributable to the acquisition,
included in Other Income. construction or production of an asset that necessarily takes
Deferred tax is recognised in respect of temporary differences a substantial period of time to get ready for its intended use or
between the carrying amount of assets and liabilities for sale are capitalised as part of the cost of the asset. All other
financial reporting purposes and the corresponding amounts borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity
used for taxation purposes.
incurs in connection with the borrowing of funds. Borrowing
A deferred tax liability is recognised based on the expected cost also includes exchange differences to the extent regarded
manner of realisation or settlement of the carrying amount of as an adjustment to the borrowing costs.
assets and liabilities, using tax rates enacted, or substantively (o) SEGMENT REPORTING
enacted, by the end of the reporting period. Deferred tax assets
are recognised only to the extent that it is probable that future The company is engaged in the business of Exports of Home
taxable profits will be available against which the asset can be care, Personal care, Foods and refreshments products,
however Chief Operating Decision Maker (CODM) views it
utilised. Deferred tax assets are reviewed at each reporting
as single business segment and accordingly this is the only
date and reduced to the extent that it is no longer probable that
reportable segment.
the related tax benefit will be realised.
(p) GRANT
Current tax assets and current tax liabilities are offset when
there is a legally enforceable right to set off the recognised The Company is entitled to the scheme of Interest Equalisation
amounts and there is an intention to settle the asset and the on Pre and Post Shipment rupee export credit loan under which
liability on a net basis. Deferred tax assets and deferred tax it receives interest subsidy. Grant in the nature of interest is
initially recognised and measured at fair value and the grant is
liabilities are offset when there is a legally enforceable right
measured as the difference between the initial carrying value
to set off current tax assets against current tax liabilities; and
of the loan and the proceeds received. Such grants are deferred
the deferred tax assets and the deferred tax liabilities relate to and recognised in the profit or loss over the period necessary to
income taxes levied by the same taxation authority. match them with the costs that they are intended to compensate
(l) LEASES and reduced from corresponding cost. The loan is subsequently
measured as per the accounting policy applicable to financial
Leases in which a significant portion of the risks and rewards of liabilities.
ownership are retained by the lessor are classified as operating
(q) EARNINGS PER SHARE
leases. Payments and receipts under such leases are charged
to the Statement of Profit and Loss on a straight-line basis Basic earnings per share is computed by dividing the net profit
over the term of the lease unless the lease payments to the for the period attributable to the equity shareholders of the
lessor are structured to increase in line with expected general Company by the weighted average number of equity shares
inflation to compensate for the lessor’s expected inflationary outstanding during the period. The weighted average number
cost increases, in which case the same are recognised as an of equity shares outstanding during the period and for all
periods presented is adjusted for events, such as bonus shares,
expense in line with the contractual term.
other than the conversion of potential equity shares that have
Leases are classified as finance leases whenever the terms changed the number of equity shares outstanding, without a
of the lease transfer substantially all the risks and rewards corresponding change in resources.
incidental to ownership to the lessee. For the purpose of calculating diluted earnings per share, the
(m) FOREIGN CURRENCIES net profit for the period attributable to equity shareholders and
the weighted average number of shares outstanding during the
The financial statements are presented in INR, the functional period is adjusted for the effects of all dilutive potential equity
currency of the Company. Items included in the financial shares.
statements of the Company are recorded using the currency
(r) Investments in Associate:
of the primary economic environment in which the Company
operates (the ‘functional currency’). Investments in associate are carried at cost less accumulated
impairment losses, if any. Where an indication of impairment
Foreign currency transactions are translated into the functional exists, the carrying amount of the investment is assessed
currency using exchange rates at the date of the transaction. and written down immediately to its recoverable amount. On
Foreign exchange gains and losses from settlement of these disposal of investments in associate, the difference between
transactions, and from translation of monetary assets and net disposal proceeds and the carrying amounts are recognized
liabilities at the reporting date exchange rates are recognised in the Statement of Profit and Loss.
in the Statement of Profit and Loss.

NOTES
3 PROPERTY, PLANT AND EQUIPMENT
(Refer note 2.4 (a) for accounting policy on Property, Plant And Equipment)
A PROPERTY, PLANT AND EQUIPMENT
Freehold Plant and Furniture Offce

Buildings Computers Total
Land Equipment and Fixtures Equipment
Gross Block
Balance as at 31st March, 2017 59.39 2,174.18 6,978.68 15.18 56.39 6.77 9,290.59
Additions - 65.13 876.20 0.21 73.29 0.49 1,015.32
Disposals - (112.79) (246.29) (5.34) (4.11) - (368.53)
Additions - 317.94 545.99 2.88 28.71 - 895.52
Disposals - (119.06) (1,901.72) (12.93) (14.24) (5.75) (2,053.70)
Balance as at 31st March, 2019 59.39 2,325.40 6,252.86 - 140.04 1.51 8,779.20
Accumulated Depreciation
Balance as at 31st March, 2017 - 118.39 1,990.90 4.90 24.09 5.68 2,143.96
Additions - 89.16 1,106.68 6.24 14.05 0.04 1,216.17
Disposals - (9.46) (186.86) (5.25) (3.30) - (204.87)
Balance as at 31st March, 2018 - 198.09 2,910.72 5.89 34.84 5.72 3,155.26
Additions (Refer b) - 96.98 1,092.19 4.71 32.43 1.54 1,227.85
Disposals - (44.83) (731.76) (10.60) (13.92) (5.75) (806.86)
Balance as at 31st March, 2019 - 250.24 3,271.15 - 53.35 1.51 3,576.25
Net Block
Balance as at 31st March, 2019 59.39 2,075.16 2,981.71 - 86.69 - 5,202.95
Notes:
(a) Buildings include ` 0.01 lakhs (March 31, 2018: ` 0.01 lakhs) being the value of shares in the co-operative housing society.
(b) The addition in accumulated depreciation includes exceptional item amounting to ` 155.64 lakhs (refer note 29B for more details)
(c) The title deeds of buildings aggregating ` 279.88 lakhs (net block) are in the process of perfection of title.
B CAPITAL WORK-IN-PROGRESS
Capital work in progress as at 31st March 2019 is ` 419.00 lakhs (31st March 2018: ` 506.48 lakhs)

30 SUBSIDIARY
NOTES
4 INVESTMENTS
4A INVESTMENT IN ASSOCIATE
(Refer Note 2.4 (r) for accounting policy on Investment In Associate)
As at As at
NON-CURRENT
Unquoted
Hindustan Unilever Foundation - 2,400 Shares of ` 10 each fully paid (March 31, 0.24 0.24
2018: 2,400 Shares of ` 10 each fully paid)
Pond's Export Limited - 19,90,015 Shares of ` 1 each (March 31, 2018: 19,90,015 - -
Shares of ` 1 each)
[net of impairment in value of ` 48.47 Lakhs (March 31, 2018: ` 48.47 Lakhs)]
TOTAL (A) 0.24 0.24
4B INVESTMENTS
(Refer Note 2.4 (d) for accounting policy on investments)
CURRENT
Fair value through proft or loss (Quoted)
Investments in mutual funds 2,102.12 1,604.55
Total (B) 2,102.12 1,604.55
Total (A+B) 2,102.36 1,604.79
Aggregate amount of quoted investments 2,102.12 1,604.55
Aggregate Market value of quoted investments 2,102.12 1,604.55
Aggregate amount of unquoted investments 0.24 0.24
Aggregate amount of impairment in value of investments - -
Refer note 35 and note 36 for information about fair value measurement, credit risk and market risk of financial assets.
5 LOANS
(Unsecured, considered good unless otherwise stated)
Refer Note 2.4 (d) for accounting policy on financial assets.
As at As at
NON-CURRENT
Loan to employees 155.96 -
Security deposits 61.27 61.27
Total (A) 217.23 61.27
CURRENT
Loan to employees 14.23 36.48
Total (B) 400.33 426.19
Total (A+B) 617.56 487.46

NOTES
6 OTHER NON-CURRENT ASSETS
As at As at
Security deposits with customs, port trust, excise and other government authorities 271.64 260.50
271.64 260.50
7 INVENTORIES
Refer Note 2.4 (b) for accounting policy on inventories.
As at As at
Raw materials [includes in transit ` Nil lakhs , (March 31, 2018: ` 124.45 Lakhs) 2,983.61 3,814.05
Packing materials 529.99 1,037.23
Work-in-progress 1,139.56 1,347.30
Finished goods [includes in transit: ` 1,704.25 lakhs (March 31, 2018: ` 1,342.41 3,766.17 3,996.59
Lakhs )] (Refer note (a) below)
Stores and spares 302.86 297.44
8,722.19 10,492.61
(a) Finished goods includes good purchased for re-sale, as both are stocked together.
(b) The write down of Inventories to Net Realisable Value during the year amounted to ` Nil lakhs (March 31, 2018: ` 811.66 lakhs)
write back amount of Inventories is ` 421.54 lakhs (March 31, 2018: ` Nil).
8 TRADE RECEIVABLES
(Unsecured unless otherwise stated)
Refer Note 2.4 (d) for accounting policy on trade receivables.
As at As at
Considered good 13,344.21 17,564.15
Trade Receivables - credit impaired 263.36 1,060.32
Less: Allowance for credit impairment (Refer (a) below) (263.36) (1,060.32)
Balance as at the end of the year 13,344.21 17,564.15
(a) The movement in allowance for credit impairment is as follows:

Balance as at beginning of the year (1,060.32) (436.11)
Less/(Add): Reversal/ Allowance for credit impairment during the year 713.95 (777.79)
Less: Trade receivables written off during the year 83.01 153.58
Balance as at the end of the year (263.36) (1,060.32)
There are no trade receivables which has significant increase in credit risk as at March 31, 2019
Refer note 36 for information about credit risk and market risk of trade receivables.

32 SUBSIDIARY
NOTES
9 CASH AND CASH EQUIVALENTS
Refer Note 2.4 (c) for accounting policy on Cash and cash equivalents.
As at As at
Balances with banks
In current accounts 334.24 519.99
Term deposits with original maturity of less than three months 500.19 1,100.36
834.43 1,620.35
10 OTHER FINANCIAL ASSETS
Refer Note 2.4 (d) for accounting policy on financial assets.
As at As at
CURRENT
Investments in term deposits 3.06 2.69
Derivatives - foreign exchange forward contracts 511.49 51.38
Duty drawback receivable 923.22 651.92
Other receivables 439.26 797.56
1,877.03 1,503.55
11 OTHER CURRENT ASSETS
As at As at
Balances with government authorities (GST, VAT, CENVAT, etc) 8,725.48 6,052.68
Less: Provision for doubtful receivables (575.75) (602.50)
Export benefits receivable 2,708.78 2,186.43
Other advances (includes advances for materials, prepaid expenses etc.) 36.71 280.63
10,895.22 7,917.24
(a) The movement in provision for doubtful receivables is as follows:
Balance as at beginning of the year (602.50) (180.52)
Less / (Add): Write Back/ Provision for doubtful receivables during the year 26.75 (421.98)
Less: Receivables written off during the year - -
Balance as at the end of the year (575.75) (602.50)

NOTES
12A EQUITY SHARE CAPITAL
As at As at
Authorised
30,00,000 (March 31, 2018: 30,00,000) equity shares of ` 10 each 300.00 300.00
Issued, subscribed and fully paid up
29,75,000 (March 31, 2018: 29,75,000) equity shares of ` 10 each 297.50 297.50
297.50 297.50
a) Reconciliation of the number of shares
As at 31st March, 2019 As at 31st March , 2018

Number of shares Amount Number of shares Amount
Equity Shares:
Balance as at the beginning of the year 29,75,000 297.50 29,75,000 297.50
Add : Shares issued during the year - - - -
Balance as at the end of the year 29,75,000 297.50 29,75,000 297.50
b) Rights, preferences and restrictions attached to shares
Equity shares: The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive
the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
c) Shares held by holding company and subsidiary of holding company in aggregate
As at As at
Equity Shares of ` 10 :
29,75,000 (March 31, 2018: 29,75,000) shares are held by the holding company, Hin- 297.50 297.50
dustan Unilever Limited and its nominees
d) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the Company
As at As at
Equity Shares held by the holding company, Hindustan Unilever Limited and its
nominees
Number of Shares held 29,74,994 29,74,994
% of Holding 99.99 99.99
12B OTHER EQUITY

A. Nature and purpose of reserves
(a) Capital Reserve: The Companies Act, 2013 requires the Company to create capital reserve based on statutory requirement.
(b) Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium.
(c) Export Proft Reserve: Export Profit Reserve has been created to protect, from any losses due to volatility in business.
(d) General Reserve: Genaral Reserves forming part of retained earnings are reserves that were created and utilised in accordance
with the erstwhile Companies Act, 1956.
(e) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfer to general reserve,

34 SUBSIDIARY
NOTES
dividends or other distributions paid to the shareholder.
B. OTHER EQUITY
Items of Other
Reserves and Surplus Comprehensive
Income(OCI)
Total
Export Remesaurement
Capital Securities General Retained
Proft of net defned
Reserve Premium Reserve Earnings
Reserve beneft plans
As at 31st March, 2017 1.23 6,965.70 4.45 5,459.45 19,306.68 - 31,737.51
1.23 6,965.70 4.45 5,459.45 24,188.28 - 36,619.11
Other comprehensive income for the year - - - - - 78.41 78.41
Dividend distribution tax - - - - (2,640.59) - (2,640.59)
As at 31st March, 2018 1.23 6,965.70 4.45 5,459.45 8,576.69 78.41 21,085.93
1.23 6,965.70 4.45 5,459.45 13,799.52 78.41 26,308.76
Other comprehensive income for the year - - - - - (78.41) (78.41)
Dividend distribution tax - - - - (1,443.19) - (1,443.19)
As at 31st March, 2019 1.23 6,965.70 4.45 5,459.45 5,335.33 - 17,766.16
C. OTHER COMPREHENSIVE INCOME ACCUMULATED IN OTHER EQUITY, NET OF TAX
The disaggregation of changes in other comprehensive income by each type of reserve in equity is shown below:
Remeasurement Total
of net defned
beneft plans
As at 31st March, 2017 - -
Remeasurement of net defined benefit plans 120.53 120.53
Income tax effect (42.12) (42.12)
As at 31st March, 2018 78.41 78.41
Remeasurement of net defined benefit plans (120.53) (120.53)
Income tax effect 42.12 42.12
As at 31st March, 2019 - -
13 BORROWINGS
Refer Note 2.4 (n) for accounting policy on borrowing cost.
As at As at
Intercorporate deposits 2,500.00 8,000.00
Loan from banks under Interest Equalisation Scheme on Pre and Post Shipment 9,915.71 -
Rupee Export Credit
12,415.71 8,000.00

NOTES
Notes:
1. The above inter corporate deposit is short term borrowing from Hindustan Unilever Limited, the Holding Company.
2. This loan was used for working capital requirement . It is repayable within a period of 12 months from the balance sheet date
and carries an average rate of interest at 8.07% p.a.
3. Unsecured loan taken from banks for export packing credit requirement amounting to ` 10,000 lakhs (payable in July 2019
@5.75% interest rate ) (March 31, 2018 : ` Nil)
Refer note 36 for information about liquidity risk and market risk of short term borrowings.
14 TRADE PAYABLES
As at As at
TOTAL OUTSTANDING DUES OF MICRO ENTERPRISES AND SMALL ENTERPRISES
(AS PER THE INTIMATION RECEIVED FROM VENDORS)
a. Principal and interest amount remaining unpaid - -
b. Interest due thereon remaining unpaid - -
c. Interest paid by the Company in terms of Section 16 of the Micro, Small and Medium - -
Enterprises Development Act, 2006, along with the amount of the payment made to
the supplier beyond the appointed day
d. Interest due and payable for the period of delay in making payment (which have been - -
paid but beyond the appointed day during the period) but without adding interest
specified under the Micro, Small and Medium Enterprises Act, 2006
e. Interest accrued and remaining unpaid - -
f. Interest remaining due and payable even in the succeeding years, until such date - -
when the interest dues as above are actually paid to the small enterprises for the
purpose of disallowance of a deductible expenditure under section 23 of the MSMED
Act
TOTAL OUTSTANDING DUES OF CREDITORS OTHER THAN MICRO ENTERPRISES
AND SMALL ENTERPRISES
Acceptances - 2.32
Trade Payables 11,224.52 14,498.19
11,224.52 14,500.51
Refer note 36 for information about liquidity risk and market risk of trade payables.
15 OTHER FINANCIAL LIABILITIES
Refer Note 2.4 (d) for accounting policy on financial liabilities.
As at As at
NON-CURRENT
Total (A) 17.59 19.76
CURRENT
Derivatives- foreign exchange forward contracts
Interest accrued but not due 61.63 252.95
Creditors for capital goods 184.18 12.91
Total (B) - 2.81
Total (A+B) 245.81 268.67
263.40 288.43

36 SUBSIDIARY
NOTES
16 PROVISIONS
Refer Note 2.4(e) for accounting policy on provisions.
As at As at
NON-CURRENT
Other provisions (including sales tax, excise and legal matters etc.) [Refer note (a) 2,497.20 2,091.26
below]
2,497.20 2,091.26
CURRENT
Provision for Property, Plant and Equipment to be writen off 145.54 1,006.10
Total (B) 145.54 1,006.10
Total (A+B) 2,642.74 3,097.36
a) Movement in Other provisions
Indirect taxes Legal and others Total

Balance as at March 31, 2018 1,255.55 835.71 2,091.26
Add: Provision / reclass during the year 255.51 810.43 1,065.94
Less: Amount utilised / reversed during the year (660.00) - (660.00)
Balance as at March 31, 2019 851.06 1,646.14 2,497.20
The provisions for indirect taxes, legal and others are comprised of numerous separate cases that arise in the ordinary course of
business. These provisions have not been discounted as it is not practicable for the Company to estimate the timing of the provision
utilisation and cash outflows, if any, pending resolution.
17 OTHER NON-CURRENT LIABILITIES
As at As at
Employee and ex-employee related liabilities 2,851.62 2,959.04
2,851.62 2,959.04
18 OTHER CURRENT LIABILITIES
As at As at
Salaries, wages and bonus payable 629.66 870.51
Advance from customers - 240.76
Deferred interest assistance 84.29 -
Statutory dues (including provident fund, tax deducted at source and others) 287.75 469.84
Other Payables 0.95 0.31
1,002.65 1,581.42
19 CONTINGENT LIABILITIES
Refer Note 2.4 (e) for accounting policy on contingent liabilities

Claims against the Company not acknowledged as debts
Income tax matters 20,520.09 20,517.37
Indirect tax and other matters 184.42 214.49
20,704.51 20,731.86

NOTES
(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution
of the respective proceedings as it is determinable only on receipt of judgements/ decisions pending with various forums/
authorities.
(ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.
(iii) The Company’s pending litigations comprise of claims against the Company by employees and pertaining to proceedings pending
with Income Tax, Excise, Custom, Sales/VAT tax and other authorities. The Company has reviewed all its pending litigations
and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where
applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially
adverse effect on its financial statements.
(iv) There has been a Supreme Court (SC) judgement dated 28th February 2019, relating to components of salary structure that
need to be taken into account while computing the contribution to provident fund under the EPF Act. There are interpretative
aspects related to the Judgement including the effective date of application. The Company will continue to assess any further
developments in this matter for the implications on financial statements, if any.
20 COMMITMENTS
As at As at
Capital commitments
Estimated value of contracts in capital account remaining to be executed and not provided 38.99 91.41
for (net of capital advances)
38.99 91.41
21 REVENUE FROM OPERATIONS
Refer (a) below and Note 2.4 (f) for accounting policy on revenue recognition.

Sale of products (including excise duty*) 83,991.09 88,124.42
Other operating revenue
Export incentives 3,371.91 3,252.15
Scrap sales 692.86 161.22
88,055.86 91,537.79
* Upto 30th June, 2017
(a) For revenue from sale of products, the reconciliation of contract price to revenue from sale of products is as below:

Contract price 86,594.05 92,059.33
Less: Trade discounts, volume rebates, etc (2,602.96) (3,934.91)
83,991.09 88,124.42

38 SUBSIDIARY
NOTES
22 OTHER INCOME
Refer Note 2.4 (g) for accounting policy on other income.

Interest income
From bank deposits 23.40 127.39
From others 3.09 8.66
Net gain on sale of investments 428.48 940.34
Net gain on foreign currency transactions - ` Nil (PY: Realised gain -
- 1,166.60
2,188.72 lakhs and Unrealised loss - ` 1,022.12 lakhs)
454.97 2,242.99
23 COST OF MATERIALS CONSUMED

Raw materials consumed 19,530.88 18,742.49
Packing materials consumed 7,776.68 8,561.59
27,307.56 27,304.08
24 PURCHASES OF STOCK-IN-TRADE

Purchases of stock in trade 34,076.73 40,259.02
34,076.73 40,259.02
25 CHANGES IN INVENTORIES OF FINISHED GOODS (INCLUDING STOCK-IN-TRADE) AND WORK-IN-PROGRESS

Opening inventories
Finished goods 3,996.59 2,695.25
Work-in-progress 1,347.30 2,312.03
Closing inventories
Finished goods (3,766.17) (3,996.59)
Work-in-progress (1,139.56) (1,347.30)
438.16 (336.61)
26 EMPLOYEE BENEFITS EXPENSES
Refer Note 2.4 (i) for accounting policy on employee benefit expenses.

Salaries, wages and bonus* 2,026.31 2,629.10
Contribution to provident funds and other funds (Refer note 33) 119.36 187.70
Workmen and staff welfare expenses 224.76 294.42
2,370.43 3,111.22
* Included above is ` Nil Lakhs (March 31,2018: ` 136.75 Lakhs) towards benefit provided to employees of the Company in respect
of employee share option scheme administrated by the Holding Company and Ultimate Holding Company

NOTES
27 FINANCE COSTS

Interest expense on Loan from banks under Interest Equalisation Scheme on Pre
386.12 518.07
and Post Shipment Rupee Export Credit*
Interest on Intercorporate deposits 685.85 71.34
Interest expense on bank overdraft 0.66 0.02
Unwinding of discount on employee and ex-employee related liabilities 127.16 56.58
1,199.79 646.01
*Grant received in the form of interest subsidy amounting to ` 300.89 lakhs (31 March 2018: ` 415.49 lakhs) are netted off from the
finance cost (Refer note 2.4 (p) for accounting policy on government grant)
28 DEPRECIATION EXPENSES
Refer Note 2.4 (a) for accounting policy on property, plant and equipment.

Depreciation on Property, Plant and Equipment 1,072.22 1,216.17
1,072.22 1,216.17
29A OTHER EXPENSES

Advertising and sales promotion 2,411.53 1,887.51
Carriage and freight 3,442.65 4,008.29
Consumption of stores & spares 183.68 296.62
Corporate social responsibility expense [Refer note (b) below] 250.00 300.00
Expenses for shared services 581.03 832.40
Expenses for use of common facilities 1,088.93 1,131.80
Power, fuel, light and water 1,345.81 1,055.00
Processing charges 609.45 469.31
Rent [Refer note (a) below] 486.33 853.99
Repairs and maintenance 350.83 280.15
Royalty 1,396.13 1,301.13
Auditors' remuneration
-Audit fees 14.30 14.30
-Tax audit fees 2.00 2.00
Miscellaneous expenses 1,093.96 2,051.04
13,256.63 14,483.54
29B EXCEPTIONAL ITEMS

Profit arising from disposal of residential properties - 316.72
Restructuring costs (refer note c below) (105.61) -
Total exceptional (expenditure)/ income (105.61) 316.72

40 SUBSIDIARY
NOTES
Notes:
(a) The Company’s significant leasing arrangements are in respect of operating leases for premises (residential, office, stores, godown etc.) and
computers. These leasing arrangements which are cancellable range between 11 months and 5 years generally, or longer, and are usually
renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as Rent in the Statement of Profit
and Loss.
(b) The Company has spent ` 250 lakhs (2017-18: ` 300 lakhs) towards various schemes of Corporate Social Responsibility as
prescribed under section 135 of the Companies Act, 2013. The details are:
I. Gross amount required to be spent by the Company during the year: ` 236.62 lakhs (March 31, 2018: ` 290.78 lakhs)
II. Amount spent during the year on:
Paid in cash
i) Construction/Acquisition of any asset -
ii) For purposes other than (i) above 250.00
(300.00)
(figures in brackets pertain to previous year)

III. Above includes a contribution of ` 250 lakhs (2017-18: ` 300 lakhs) to a fellow subsidiary Hindustan Unilever Foundation,
which is a Section 8 registered company under Companies Act, 2013, with the main objectives of working in the areas of social,
economic and environmental issues such as women empowerment, water harvesting, health and hygiene awareness and enable
the less privileged segments of the society to improve their livelihood by enhancing their means and capabilities to meet the
emerging opportunities.
IV. The Company does not carry any provisions for Corporate social responsibility expenses for current year and previous year.
(c) Above restructing costs includes depreciation amounting to ` 155.64 lakhs (Refer note 3A)
30 INCOME TAXES
A. COMPONENTS OF INCOME TAX EXPENSE
As at As at
I. Tax expense recognised in the Statement of Proft and Loss
Current tax
Current year (2,150.00) (5,000.00)
Adjustments/(credits) related to previous years - (net) - 211.33
Total (A) (2,150.00) (4,788.67)
Deferred tax (charge)/credit
Origination and reversal of temporary differences (1,310.90) 2,256.59
Total (B) (1,310.90) 2,256.59
Total (A+B) (3,460.90) (2,532.08)
II. Tax on Other Comprehensive Income
Deferred tax
Gain/(loss) on remeasurement of net defined benefit plans 42.12 (42.12)
Total 42.12 (42.12)

NOTES
B. RECONCILIATION OF EFFECTIVE TAX RATE
The reconciliation between the statutory income tax rate applicable to the Company and the effective income tax rate of the Company
is as follows :
As at As at
Statutory income tax rate 34.94% 34.61%
Differences due to:
Expenses not deductible for tax purposes -1.37% 2.35%
Others (includes items on account of timing differences, etc) 6.28% -2.80%
Effective tax rate 39.85% 34.16%
C. MOVEMENT IN DEFERRED TAX ASSETS AND LIABILITIES
Credit/
As at (Charge) in Other As at
(charge) in the
Movements during the year ended 31st March, 2018 31st March, Comprehensive 31st March,
Statement of
2017 Income 2018
Proft and Loss
Deferred tax assets/(liabilities)
Provision for post retirement benefits and other employee
24.24 1,514.57 (42.12) 1,496.69
benefits
Provision for doubtful debts and advances 150.93 430.13 - 581.06
Expenses allowable for tax purposes when paid 566.24 (13.04) - 553.20
Depreciation (508.94) 54.10 - (454.84)
Fair value gain/(loss) on investments 5.76 (12.60) - (6.84)
Other temporary differences 693.29 283.43 - 976.72
931.52 2,256.59 (42.12) 3,145.99
Credit/
As at (Charge) in Other As at
(charge) in the
Movements during the year ended 31st March, 2019 31st March, Comprehensive 31st March,
Statement of
2018 Income 2019
Proft and Loss
1,496.69 (425.02) 42.12 1,113.79
benefits
Provision for doubtful debts and advances 581.06 (287.84) - 293.22
Expenses allowable for tax purposes when paid 553.20 (205.51) - 347.69
Depreciation (454.84) 118.23 - (336.61)
Fair value gain/(loss) on investments (6.84) - - (6.84)
Other temporary differences 976.72 (510.76) - 465.96
3,145.99 (1,310.90) 42.12 1,877.21

42 SUBSIDIARY
NOTES
D. Tax assets and liabilities
As at As at
Non- current tax assets (net) 2,429.78 2,444.78
Non- current tax liabilities (net) 129.28 2,519.83
31 EARNINGS PER SHARE
Refer Note 2.4 (q) for accounting policy on Earnings per share.
As at As at
Earnings Per Share has been computed as under:
Net profit (` Lakhs) 5,222.83 4,881.60
Weighted average number of equity shares outstanding 29,75,000 29,75,000
Earnings per share (` ) - basic and diluted (Face value of ` 10 per share) 175.56 164.09
32 DIVIDEND PER SHARE
As at As at
Dividend on equity shares declared and paid during the year
Interim dividend of ` 236 per share (2017-18 - ` 436.00 per share) 7,021.00 12,971.00
Dividend distribution tax on interim dividend 1,443.19 2,640.59
8,464.19 15,611.59
33 DEFINED CONTRIBUTION PLANS
a) Provident fund and other funds
b) Pension fund
During the year, the Company has recognised the following amounts in Statement of Profit and Loss
As at As at
Employer's contribution to provident fund and other funds 80.59 114.26
Employer's contribution to pension funds 38.77 73.44
119.36 187.70
34 DEFINED BENEFIT PLANS
Gratuity assets are being controlled by separate independent Trusts for entire Hindustan Unilever Limited and its subsidiaries
including Unilever India Exports Limited. These trusts maintain their assets at the group level and do not have assets identifiable
specifically for Unilever India Exports Limited. Thus, all the disclosures required by Ind AS 19 «Employee Benefits» have been made
in Hindustan Unilever Limited’s Financial Statements.

NOTES
35 FINANCIAL INSTRUMENTS
Refer Note 2.4 (d) for accounting policy on financial instrument.
A ACCOUNTING CLASSIFICATIONS AND FAIR VALUES
The carrying amounts and fair values of financial instruments by class are as follows:
Carrying value Fair value

As at As at As at As at
31st March, 31st March , 31st March, 31st March ,
Note 2019 2018 2019 2018
FINANCIAL ASSETS
Financial assets measured at fair value
Investments measured at Fair value through 4B 2,102.12 1,604.55 2,102.12 1,604.55
profit or loss
Derivatives - foreign exchange forward 10 511.49 51.38 511.49 51.38
contracts
Financial assets measured at amortised cost
Loans 5 617.56 487.46 - -
Investments in term deposits 10 3.06 2.69 - -
Duty drawback receivable 10 923.22 651.92 - -
Other receivables 10 439.26 797.56 - -
4,596.71 3,595.56 2,613.61 1,655.93
FINANCIAL LIABILITIES
Financial liabilities measured at fair value
contracts
Borrowings 13 12,415.71 8,000.00 12,415.71 8,000.00
Financial liabilities measured at amortised
cost
Security deposits 15 17.59 19.76 - -
Creditor for capital goods 15 - 2.81 - -
Interest accrued but not due 15 184.18 12.91 - -
12,679.11 8,288.43 12,477.34 8,252.96
The Company has not disclosed the fair values for financial instruments such as cash and cash equivalents, trade receivables and
trade payables because their carrying amounts are a reasonable approximation of the fair values due to their short term nature.
B INCOME, EXPENSES, GAINS OR LOSSES ON FINANCIAL INSTRUMENTS

Interest income and expenses, gains or losses recognised on financial assets and liabilities in the Statement of Profit and Loss are as follows:

FINANCIAL ASSETS MEASURED AT AMORTISED COST
Interest income 23.40 127.39
Allowance for credit impairment written (back)/off (796.96) 624.21
Financial assets measured at fair value through proft or loss
Fair value gain/(loss) on investment in other instruments (1.08) (13.74)
Financial liabilities measured at Fair value through proft or loss
Interest expense 1,072.63 589.41
Derivatives - foreign exchange forward contracts
Fair value (loss)/ gain 994.15 1,166.60

44 SUBSIDIARY
NOTES
C FAIR VALUE HIERARCHY
The fair value of financial instruments as referred to in note (A) above have been classified into three categories depending on the
inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
• Level 1: quoted prices for identical instruments in an active market;
• Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
• Level 3: inputs which are not based on observable market data.
For assets and liabilities which are measured at fair value as at Balance Sheet date, the classification of fair value calculations by
category is summarized below:
Level 1 Level 2 Level 3 Total

Assets at fair value
Derivatives - foreign exchange forward contracts - 511.49 - 511.49
Investments measured at Fair Value through Profit or Loss 2,102.12 - - 2,102.12
Liabilities at fair value
Borrowings - 12,415.71 - 12,415.71
Investments measured at Fair Value through Profit or Loss 1,604.55 - - 1,604.55
Borrowings - 8,000.00 - 8,000.00
D CALCULATION OF FAIR VALUES
The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions
used to estimate the fair values are consistent with those used for the year ended 31st March, 2018.
Financial assets and liabilities measured at fair value as at Balance Sheet date:
1. The fair values of investment in mutual fund units classified as Level 1 is based on the net asset value (‘NAV’) as stated by the
issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the
issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.
2. The fair values of the foreign exchange forward contracts classified as Level 2 has been determined using valuation techniques
with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign
exchange forward rates.
Other fnancial assets and liabilities (fair values for disclosure purpose only)
Cash and cash equivalents, trade receivables, other financial assets (except derivative financial instruments), trade payables, and
other financial liabilities (except derivative financial instruments) have fair values that approximate to their carrying amounts due to
their short-term nature.

NOTES
36 FINANCIAL RISK MANAGEMENT
The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The
Company’s senior management has the overall responsibility for the establishment and oversight of the Company’s risk management
framework. The key risks and mitigating actions are also placed before the Audit Committee of the Company. The Company’s risk
management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and
controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Company’s activities.
A MANAGEMENT OF LIQUIDITY RISK
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s
approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring
unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall
in our cash flow could undermine the Company’s credit rating and impair investor confidence.
The Company has maintained a cautious funding strategy for the year ended 31st March, 2019 and 31st March, 2018. This was the
result of cash delivery from the business. Cash flow from operating activities provides the funds to service the financing of financial
liabilities on a day-to-day basis.
The Company’s treasury department regularly monitors the rolling forecasts to ensure it has sufficient cash on-going basis to meet
operational needs. Any short term surplus cash generated by the operating entities, over and above the amount required for working
capital management and other operational requirements, are retained as cash and cash equivalents (to the extent required) and any
excess is invested in interest bearing term deposits and other highly marketable debt investments to optimise its cash returns on
investments. The said investments are made in instruments with appropriate maturities or sufficient liquidity to provide sufficient
head-room as determined by the above-mentioned forecasts.
As at 31st March 2019, the Company had undrawn credit facilities in aggregate of ` 13,000 Lakhs (31st March, 2018 - ` 13,000 Lakhs)
with a 180 days term out. As part of the regular annual process the intention is that these facilities will again be renewed in the next
period.
The following table shows the maturity analysis of the Company’s financial liabilities based on contractually agreed undiscounted
cash flows as at the Balance Sheet date.
Carrying <1 year >1 year Total

amount
Non-derivative liabilities
Current Borrowings 12,415.71 12,415.71 - 12,415.71
Trade payables (including acceptances) 11,224.52 11,224.52 - 11,224.52
Security deposits 17.59 - 17.59 17.59
Interest accrued but not due 184.18 184.18 - 184.18
Derivative liabilities
Foreign exchange forward contracts 61.63 61.63 - 61.63
23,903.63 23,886.04 17.59 23,903.63
Current Borrowings 8,000.00 8,000.00 - 8,000.00
Trade payables (including acceptances) 14,500.51 14,500.51 - 14,500.51
Security deposits 19.76 - 19.76 19.76
Interest accrued but not due 12.91 12.91 - 12.91
Other Payables 2.81 2.81 - 2.81
22,788.94 22,769.18 19.76 22,788.94

46 SUBSIDIARY
NOTES
B MANAGEMENT OF MARKET RISK
Company’s size and operations result in it being exposed to the following market risks that arise from its use of financial
instruments:
• currency risk;
• price risk; and
• interest rate risk
The above risks may affect the Company’s income and expenses, or the value of its financial instruments. The objective of the
Company’s management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The Company’s
exposure to, and management of, these risks is explained below:
POTENTIAL IMPACT OF RISK MANAGEMENT POLICY SENSITIVITY TO RISK

i. CURRENCY RISK
The Company is subject to the risk The Company is exposed to foreign exchange As an estimation of the approximate
that changes in foreign currency risk arising from various currency exposures, impact of the residual risk, with
values impact the Company’s exports primarily with respect to US Dollar, GBP and respect to financial instruments, the
revenue and imports of raw material Euro. Company has calculated the impact
and property, plant and equipment. of a 5% change in exchange rates.
The aim of the Group’s approach to
As at 31st March, 2019, the net management of currency risk is to leave the
A 5% strenthening of the INR against
unhedged exposure to the Company Company with no material residual risk. This
key currencies to which the Company is
on holding financial assets (trade aim has been achieved in all years presented.
exposed would have led to approximately
receivables and Capital advances)
The Company manages currency exposures an additional ` 3.37 Lakhs loss in
and liabilities (trade payables and
within prescribed limits, through use of the Statement of Profit and Loss
capital payables) other than in their
forward exchange contracts. Foreign exchange (31st March, 2018 ` 5.65 Lakhs loss). A
functional currency amounted to `
transactions are fully covered with strict limits 5% weakening of the INR against these
67.35 Lakhs Receivable (31st March,
placed on the amount of uncovered exposure, currencies would have led to an equal but
2018: ` 113 Lakhs).
if any, at any point in time. opposite effect.
ii. PRICE RISK
The Company is mainly exposed to In order to manage its price risk arising from As an estimation of the approximate
the price risk due to its investment in investments in treasury bills, government impact of the price risk, with respect to
treasury bills, government securities securities and mutual funds, the Company financial instruments, the Company has
and mutual funds. The price risk diversifies its portfolio in accordance with calculated the impact of a 1% change in
arises due to uncertainties about the limits set by the risk management prices.
the future market values of these policies.
A 1% increase in prices would have led to
investments.
The Treasury department maintains a list approximately an additional ` 21.02 Lakhs
At 31st March 2019, the exposure to of approved financial instruments. The use gain in the Statement of Profit and Loss
price risk due to investment in mutual of any new investment must be approved by (31st March, 2018: ` 16.04 Lakhs gain). A
funds amounted to ` 2,102.12 lakhs the Chief Financial Officer. 1% decrease in prices would have led to an
(31st March, 2018: ` 1,604.55 lakhs). equal but opposite effect.
iii. INTEREST RATE RISK
Investment in fixed deposits and The Company invests in the term deposits Considering the short term period of the
Borrowings at fixed rates expose the for a period of less than one year and there deposits, there is no significant interest
Company to fair value interest rate is no significant fair value interest rate risk rate risk pertaining to the said deposits.
risk. pertaining to the said deposits.
At 31st March 2019, the exposure to
interest rate risk due to investment in
fixed deposits amounted to ` 503.25
Lakhs (31st March, 2018: ` 1,103.05
Lakhs) and due to export credit facility
taken amounting to ` 10,000 Lakhs
(31st March, 2018: ` Nil).

NOTES
C MANAGEMENT OF CREDIT RISK
Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Company’s customer base being large and
diverse. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they
are wholesale or retail, their geographic location, industry and existence of previous financial difficulties. All trade receivables are
reviewed and assessed for default on a quarterly basis.
Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low and so trade receivables
are considered to be a single class of financial assets.
Other fnancial assets
The Company maintains exposure in cash and cash equivalents, term deposits with banks, investments in money market liquid
mutual funds with financial institutions and derivative financial instruments. The Company has concentrated its main activities with
a limited number of counter-parties which have secure credit ratings, to reduce this risk. Individual risk limits are set for each
counter-party based on financial position, credit rating and past experience. Credit limits and concentration of exposures are actively
monitored by the Company’s Treasury department.
The Company’s maximum exposure to credit risk as at 31st March, 2019 and 31st March, 2018 is the carrying value of each class of
financial assets except for derivative financial instruments.
37 CAPITAL MANAGEMENT
The Company considers the following components of its Balance Sheet to be managed capital:
1. Total equity – share capital, retained profit, general reserves, securities premium and other reserves
2. Borrowings
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to our
shareholders. The capital structure of the Company is based on management’s judgement of the appropriate balance of key elements
in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and manage the capital
structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
The management monitors the return on capital as well as the level of dividends to shareholders. The Company will take appropriate
steps in order to maintain, or if necessary adjust, its capital structure.
38 RELATED PARTY DISCLOSURES
A Enterprise exercising control
Ultimate Holding Company : Unilever PLC
Holding Company : Hindustan Unilever Limited

48 SUBSIDIARY
NOTES
Disclosure of transactions between the Company and Related Parties and the status of outstanding balances as on
31st March, 2019 as per Ind AS 24 related party disclosure

(i) Ultimate Holding Company
Royalty 1,396.13 1,433.82
Payables as at the year end - 297.94
(ii) Holding Company
Purchase of finished goods/raw materials 30,373.88 35,220.67
Sale of Property, Plant and Equipment 270.11 -
Rent received 15.00 9.00
Sale of finished goods/raw materials 1,619.90 2,067.37
Sale of Export incentives - 2,717.65
Expenses for use of common facilities 1,088.93 1,131.80
Reimbursement of expenses by holding company 934.28 991.78
Reimbursement of expenses for holding company 109.22 228.83
Royalty - (132.69)
Rent - 3.75
Dividend paid 7,021.00 12,971.00
Inter corporate deposit taken 17,000.00 14,000.00
Inter corporate deposit repaid 22,500.00 6,000.00
Interest on Inter corporate deposits taken 685.85 71.34
Outstanding as at year end-
Current borrowing
Inter corporate deposit payable 2,500.00 8,000.00
Other current liabilities
Interest accrued on Inter corporate deposit 135.35 12.91
Trade Receivables
Receivables as at the year end 461.40 1,279.59
Trade Payables
Payables as at the year end 3,250.05 3,899.93
(iii) Fellow Subsidiaries
(a) Details of material transactions during the year
Unilever Asia Private Limited
Sale of finished goods 29,768.11 25,764.70
Reimbursement of expenses 180.91 7,698.46
Purchase of raw materials 1,146.12 -
(b) Others
Purchase of raw materials 24.27 607.65
Sale of finished goods 37,168.53 41,538.08
Donations paid 250.00 300.00
Receivables as at the year end 9,740.20 10,949.35
Payables as at the year end 607.36 243.29
(iv) Employees' Beneft Plans where there is signifcant infuence
Contributions during the year (Employer's contribution only) 35.76 41.18

NOTES
Terms and conditions of transactions with related parties
All Related Party Transactions entered during the year were in ordinary course of the business and are on arm’s length basis.
For the year ended 31st March, 2019, the Company has not recorded any impairment of receivables relating to amounts owed by
related parties (March 31, 2018: ` Nil). This assessment is undertaken each financial year through examining the financial position
of the related party and the market in which the related party operates.
39 TRANSFER PRICING
The Company is in the process of carrying out a study for the period from 1st April, 2018 to 31st March, 2019 on applicable transfer
pricing rules, issued by the Central Board of Direct Taxes, and obtaining an accountant’s report. Adjustments towards liability for
taxation, if any, on completion of transfer pricing study is currently not ascertainable.
40 The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material
foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law/
accounting standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in
the books of accounts.


Membership No: 046768 [DIN:07711327] [DIN:06539295]

50 SUBSIDIARY
Unilever Nepal Limited

Your Company’s Directors are pleased to present this Annual Report Unilever’s portfolio. All these actions will drive sustainable growth.
of the Company, along with Audited Accounts, for the financial year
ended 32nd Ashad 2075 (16th July 2018).
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL PERFORMANCE SUMMARY Your Company is committed to operate and grow its business in a
socially responsible way and has a simple but clear purpose- to
make sustainable living common place. This purpose inspires your
NPR in Mn. 2074-75 2073-74
company’s vision to accelerate growth in the business, while reducing
Revenue from operations 4868 4442 its environmental footprint and increasing its positive social impact.
Profit Before Tax 1330 1261 Your Company’s commitment to sustainable living is not only helping
to drive strong business growth but also helping to enhance equity
Net Profit for the year 999 965 and preference for its brands with consumers. This approach lies
Dividend (1169) (939) at the heart of our business model, driven by sustainable living and
the Unilever Sustainable Living Plan (USLP). It guides our approach
Transfer to Employees’ Housing reserve 0 (71) to how we do business and meet the growing consumer demand for
Retained earnings balance carried 1015 1185 brands that act responsibility in a world of finite resources.
forward
A brief overview of your company’s projects under Corporate
Social Responsibility (CSR) is as given below:
REVIEW OF FINANCIAL YEAR 2074-75 Commitment to Local Community
Your Company has once again delivered a consistent growth of Your Company is engaging with local community and countrymen
10% during the year. The growth has been broad based with both through different activities. It has continued to reach out to thousands
Personal Care and Home Care segment delivering strong growth of families and children through its contribution towards community
with Personal Wash, Oral Care and Hair Care Categories leading the and country. In the year 2074-75, your Company has contributed
growth. around NPR 1.127 million towards social causes.
Your Company has delivered bottom-line growth which is largely Health: The Ultimate Need
driven by personal care categories, judicious price management and
The Health Clinic and Mobile Health Camp initiated by your Company
leveraging on the current manufacturing capability. Excise duty was
has benefited marginalized, indigenous and poor people in the
levied across the portfolio of your Company for the first time. This
remote villages of Makwanpur District. For this outdoor clinic with
led to temporary disruption in operations. However, your Company
specialist doctors are conducted twice in a month. The indoor clinic
navigated the disruption through swift actions first to make our
opens five times a month for the community people of Basamadi
IT infrastructure ready for excise invoicing and then judiciously
where they receive free health consultancy. Free medicines are also
revising the prices of all the products across categories to balance
provided for the needy, poor or elderly people. Your Company also
our penetration packs, price point packs and price inelastic packs to
distributes Hygiene Kit which includes Lifebuoy and tooth paste to
manage the profitability of our entire product portfolio.
the needy people. Your Company also activates several programs
Bringing world class technology to Nepal and leveraging the same of hand washing through health professionals for the awareness of
for business has always been the priority of your Company. Your children in the schools and distribute its powerful brand Lifebuoy to
Company is in the process of overhauling the complete Enterprise them. Your Company has spent a total amount of NPR 1.01 million
Resource Planning (ERP) system and moving on to one of the most for health clinic this year.
cutting-edge ERP systems, SAP. This will significantly improve the
financial and operational controls in your Company and automate Education: a step towards the future
a lot of manual processes. Also, your Company has continued its Your company has been contributing to empower the local community
focus on building next generation distributor management system with vocational education. In this program, students of Makwanpur
by leveraging on world class technology. Districts are provided scholarships to study Technical SEE course of
There are significant investments which we will be making in the 2.5 years in Balaju Technical Institute, Kathmandu. This will help the
FY 2075-76 across the areas from enhancing production capacities to younger generation to get technical skills and employment within
setting up new product lines to creation of additional space for storage and outside Nepal. Your Company has contributed NPR 0.69 million
and distribution of goods to bringing in cutting edge technology in such educational programs in 2074-2075.
i.e. SAP to your Company for better financial and operational control.
WINNING WITH BRANDS ANDINNOVATION
All these investments are in the view of bringing in the best of the
products to Nepal and making your Company future ready. Lifebuoy - “Help a Child Reach 5”
Your Company’s brands continue to be market leaders in all the Lifebuoy has always been a pioneer in promoting the lifesaving habit
categories it operates in. The strength of our brands and focus of handwashing with soap and helping people adopt daily habits that
on investment behind these brands has enabled us to maintain contribute towards it. Lifebuoy has been highly committed towards
leadership across categories despite the competitive pressures the global campaign – “Help a child Reach 5” and has adopted
in the market and the difficult market situation. Your Company is Lifebuoy Social mission by heart. Since the launch in the year 2014,
also investing behind understanding needs and preferences of social mission has impacted more than 25 lakh people. Further
Nepali consumers to serve them with the best available products in expediting the sustainability of the program through the route of
Unilever Nepal Limited Annual Report 2018-19

public-private partnership in a collaborative approach, Lifebuoy The campaign received a huge appreciation and accreditation from
Nepal partnered with various NGO/INGO (UWS, SNV) reaching out to the locals and created lots of buzz in terms of trade, local media
newer geographies. and not to mention the local population. The campaign had various
famous artists of the nation advocating and endorsing various
Consistently working on making a positive impact on Nepalese lives Unilever brands namely Sunita Dulal, Milan Amatya, Dhiraj Rai,
and equally being thoughtful on making the program sustainable and Anil Singh, Namrata Sapkota, Sanchita Luitel, Shreya Sotang,
scalable, the public-private partnership was initiated. The campaign Subani Moktan, Mingma Sherpa, Musami Gurung, Sanjeev Singh.
was structured around addressing the behavioural determinants of
disgust, nurture, affiliation, routine and habits. Closeup Love Fest- Spread the Love
Lifebuoy ‘School of 5’ is targeted towards primary level students and February the month of love - Valentine’s Day this year was celebrated
is committed towards improvement of health and hygiene to save with much fanfare and élan with the 2018 edition of the Closeup
lives by educating primary school children about the importance Love Fest, one of the most awaited festival and celebration of love,
of handwashing behaviour. The program focused on sanitation and this year it has proved to be a much more! Closeup, a leading
and hygiene by educating students on handwashing behaviour toothpaste brand in Nepal, has been holding the popular Closeup
on 5 critical occasions under the ‘School of 5’ program. This Love Fest every year with exciting contests, games and extravaganza
year, ‘Lifebuoy School of 5’ reached out to Sankhwasabha district, to create a special ambience for young couples, usually on the time
10 towns, 225 new schools with a total of 60 thousand plus contacts around Valentine’s Day at one of the popular malls in Nepal.
in a period of 2 month.
Entire activation was concluded through a main day mega event with
This campaign conducted through various media has the potential various youth activities including live band, DJ zone, movie tickets,
to benefit scores of people and is believed to be an initiation which dance performances, couple activities, tarot card readings, open
champions the cause of making people adopt this simple life-saving your heart - love message, etc. The event was driven on digital media
habit of hand washing that will contribute significantly towards through Facebook, Email and SMS.
helping a child reach 5.
This year live performances included famous artists like Laure
Pepsodent Oral Hygiene (Ashish Rana), Swoopna Suman, Sabin Rai with Band, Shreya
Sotang, Neetesh Jung Kunwar, Sabin and the Crew, Jyovan Bhuju,
Pepsodent has been helping improve oral health on a global scale. Mayavi Suraj, The Loading band etc. which easily won the hearts of
In Nepal, Pepsodent has been working to constantly promote oral the young couples and youth this season. Along with these fabulous
health with various activities like dental camps, school awareness artists/bands, Closeup Love Fest has also become a platform for the
programs, etc. aspiring performers from different colleges who are selected from
Every year, 20th March is celebrated as World Oral Heath Day on the many entries received. Closeup Love Fest, which is already a favorite
initiation by the World Dental Federation (FDI). This year, World Oral annual Valentines event, closed its entry of love message contest
Health Day got commemorated in Nepal through a variety of activities. on 10th February by announcing the top five(5) Samsung Galaxy
The theme for the event this year was “Say Ahh: Think Mouth, Think smartphone winners.
Health” which encourages people to make the connection between Closeup Movie Integration
their oral health and their general health and well-being.
The leading freshness brand in the Nepal, Closeup encourages
On World Oral Health Day 2018, Nepal Dental Association in people to move forward to act on their mutual desire and gives
cooperation with Pepsodent, organized a mass rally from Khulla confidence to get closer. The movie Romeo and Muna, a love story
Manch along to Ratna Park, Kathmandu to raise awareness on of youngsters features popular actor Vinay Shrestha and actress
this issue. The rally started from Khulla Manch and went around Shristi Shrestha. The movie is conceptualized to win the hearts of
the surrounding areas. More than 500 people including Doctors, the youths.
Dental Assistants, Dental Students from various dental colleges in
Kathmandu, public and representatives of your Company participated Closeup associated with the Movie not only in portions of the script
in this rally. This time Pepsodent and NDA went one step ahead and but also supported the movie via its own channel and reach to as
tied up with Bir Hospital to organize free dental check-ups as well. many audience possible. Closeup to leverage on various mediums
to make the integration with Romeo & Muna talk of town. Various
Superstar Dhamaka slots in the movie for integration showing Product placement of
The campaign was activated massively for each day of the month closeup, partial Closeup TVC on screen, scenes where people feel
created as a calendar event happening in the same location on the fresh breath.
same day in each month. Certain locations were identified in the Hilly Pepsodent Germicheck-Complete Transformation
areas of the nation where the growth prospect is high and consumer
awareness is a must. Brands were thus activated in those areas with Pepsodent Germicheck+, the leading oral care brand in Nepal, was
the key brand messages along with the few core messages like: re-launched this year. Objective of the re-launch was to land and
build strong differentiating positioning bringing functional expertise
• Use the right product for right purpose back to the brand in Oral Care.
• Stay alert on Consumer Law This superior mix was deployed in the market with an exciting 360º
communication comprising of TVC, radio, press, POS materials, trade
• Always use branded/labelled products bearing all mandatory
communication and outdoor display. The pack of New Pepsodent
information about the product
Germicheck+ Cavity Protection with Natural Clay – Activated
Formula created a buzz with the re-launch.
Annual Report 2018-19 Unilever Nepal Limited

52 SUBSIDIARY
Lux Kamana Films Awards in the provinces and your Company’s strong nation-wide distribution
network will help gain more than fair share of this growth spurt.
Lux Kamana Film Awards 2074 is one of the prestigious film awards
for Kollywood films, held on 3rd December 2017. This film award Service effciency
felicitated several talents of Nepali film industries.
To enhance the focus of core categories and increase penetration
With its exceptional packaging that highlights the superior fragrances of future core portfolio, your Company has initiated ‘split-servicing’
through flowers and perfume logo, the Best Ever Lux kick starts in urban areas. In this case our portfolio is split into two groups
your day with a fragrance bath. As a secret to the beauty of various and both are serviced separately to the retailer. This will maximize
renowned faces, its superior perfume bloom is filled with hundreds Unilever Nepal Limited’s product availability across stores.
of flowers and its unique Floral Fusion™ Oil leaves your skin Driving business with technology
delicately and irresistibly perfumed. The very new look of the brand
was activated in media through thematic television commercial, Your Company has invested in cutting edge technology to unlock
radio, innovative press ads, POS material trade communication and massive efficiencies across the distribution chain. An advanced
digital promotion. distributor billing system has been developed and rolled out in 90%+
business contributing customers. This system allows the salesman to
Liril Fresh Face- Fourth Season capture orders from retailers using a mobile application. Intelligent
Liril, a renowned soap brand in Nepal, has been reaching out to analytics will power this application to assist the salesman in selling
thousands of Nepali audiences through its reality show, Liril Fresh the right quantity of the right SKU at the right store. The distributor
Face. Liril Fresh Face has been consumer engagement platform for billing system further simplifies multiple processes for our
many young and aspiring girls. This year was the fourth season and customers and makes several rich reports available at the click of
it’s getting better and bigger. The show this year was more exciting a button. This will aid our customers to improve business efficiency
for the viewers and more challenging for the participants. and identify opportunities for growth.
Right from the auditions, the participants were put through three Capturing demand of the retailers at the right time is of paramount
different tasks making the whole process more challenging importance and your Company is piloting a mobile application
and increasing the competition significantly in the race to win through which retailers can directly place orders to their respective
NPR 100,000 cash prize and Hero Duet Scooter while winning the distributors. This lowers time to service any retailer and lowers
title of winner of the fourth season of “Liril Fresh Face”. stock out of our products in stores.
Wheel 2 in 1 Launch Through a network of merchandisers aided by a merchandiser

app, we capture our product availability in key retail outlets. This
Nepali market has found new laundry soap for the new era with information is critical in planning supply of our SKUs and replenishing
your Company’s Wheel 2 in 1. Wheel 2 in 1 has deep cleaning power them in stores.
with the fragrance of thousands of flowers which leaves behind
fresh smelling clean clothes. In order to inform the consumers This is the century of data analytics and your Company is ensuring
about the brand-new Wheel 2 in 1 soap that gives deeply clean we are well ahead of the curve with respect to data driven decision
and extremely fresh smelling clothes, Unilever has launched a making in this country. This form and will remain one of our biggest
commercial campaign with popular Nepali Actors Priyanka Karki and competitive advantages in Nepal.
Arpan Thapa.
Building a future ready sales team
The two talented actors are seen together for the first time on screen
Your Company has always invested in employees to equip them
in this television commercial and has created a buzz in the country.
with the requisite skills through training exercises, and mentoring
With this soap, consumers will be able to leave behind old unbranded
programs. Your Company has worked extensively to enhance the
bar soaps and use Wheel 2in1, the new soap for the new era.
skills of employees in the sales function to make them future ready.
WINNING IN THE MARKET PLACE Enhancing livelihoods
Your Company prides itself as having one of the widest distribution
Our continued focus on the Project ‘Hamri Didi – a rural direct-to-
networks among FMCG companies in Nepal. Despite challenges of
consumer retail distribution initiative’, has empowered women in
difficult terrain, and road connectivity Unilever Nepal has increased
rural areas with enhanced livelihood opportunities. This year our
direct distribution over last year. Higher distribution is one of the
execution partners have tied up with financial institutions increasing
key pillars in building sustainable growth for your Company. With
independence of our Hamri Didis. This project has significantly
increased focus on technology and data analytics, your Company
improved our product availability in Hills districts of Far West region
aims to build a cutting-edge Customer Development sales structure
of the country. Your Company will continue to uplift women across
which will be our most important competitive edge in the country.
the country by empowering them with entrepreneurial opportunities
Ramping updirect coverage to proudly distribute your Company’s products in their villages.
Your company significantly ramped up the number of customers WINNING THROUGH CONTINUOUS IMPROVEMENT
serviced directly to boost availability of your Company’s products
The Supply chain function of your Company continues its vision of
across Nepal. By servicing customers in 50+ districts directly from
delivering “Outstanding Service with highest consumer perceived
our C&FA, we aim to create a sustainable and robust distribution
Quality at lowest Cost” amid severe Internal and External VUCA-
network which lays a strong foundation for the years to come.
Volatile, Uncertain, Complex & Ambiguous scenarios. This year we
With the advent of Federalism in Nepal, the state governments sought to achieve this through Localization, Capacity enhancement,
will now focus on affordable housing, reliable power and improved cost Optimization, Engineering & Service Excellence, keeping our
infrastructure in the provinces. This will drive consumption growth core values intact with respect to Safety, Quality & Sustainability.

Safety, health & environment Quality

Safety, a non-negotiable and basic requirement of working condition, Availability of Quality Product in the market has always been
remains our top-priority and the same was resonated through fundamental to our business. Our ambition is to grow our business
various initiatives undertaken this year. by influencing consumers with our quality product. In pursuit of
earning consumers love and for upgradation as per global standards
Fire Alarm System upgraded to addressable system to strengthen we have installed vision camera to prevent any defects in relation to
the emergency preparedness plans. Concept of robust & improved PCRO, and barcode mismatch. For maintenance of plant Hygiene, we
occupational health of people associated with our operation has recently have Taskey inside the plant, and shop floor was coated with
been extended to Third party operation, under which Dust Extraction epoxy paint. We have introduced the concept of “Operators owned
system has been installed in one of our Third-party operation site- quality” by providing training to all the operators and executives to
RMCN to minimize the particulate matter level in the working come up with the ownership in quality. Further, we are installing
environment. Fire Hydrant loop upgraded by creating closed loop. Check-Weighing Machine at the end of line to strengthen our quality
You Company We have been awarded as “Environment Friendly competence and avoid shortage issue. To reduce the sales loss and
Industry Award ‘twice in consecutive years of 2017 and 2018 by having space constraint for finished goods, we are planning to install
Ministry of Population & Environment, Nepal, for environmental ATP method for microbial analysis.
excellence. Cost optimization
Sustainability An important aspect of business, Cost optimization enables us to cut
Your Company strives to achieve sustainable growth by continuously the cost and add value for business growth. We considered alternate
reducing carbon footprint through various energy efficient projects. sourcing, smart negotiations, local vendor development, Product
Under carbon footprint reduction and safety risk elimination plan, optimization and efficient manufacturing as the key areas to look for
elimination of Caustic dilution operation and optimization of boiler cost optimization. We have also successfully commissioned End of
operation to control Carbon/SOX emission by importing Noodles is line Conveyor Interlocking, which lead to huge cost trimming. Utility
under progress. Low Efficient Motors are replaced by High Efficient cost has been minimized by importing soap noodles and optimizing
motors to avoid the energy losses. Focuses are given to reuse the Boiler operation. Further, we are also planning to optimize cost
Factory wastages, and hence under this factory wastages have been by setting up factory for Home care product in western part of
used for Hut making. Further other uses of factory wastages are Nepal. Work is under progress to build additional warehouse in the
being explored. factory to avoid business loss due to lack material storage space.
With localization of new and premium products, plan is in place to
Rain water harvesting to reduce the underground water consumption, optimize manpower productivity by using existing manpower.
and Solar Power installation to reduce the carbon foot print are
Journey towards excellence in servicing
under plan.
Capacity upgradation Availability of Quality Product in market in right quantity at right
place at right time with high visibility to consumer is motto of
Keeping in line with the increased market demand, various activities the supply chain team. To abide by this motto, we have developed
were taken at UNL and its 3Ps to upgrade our manufacturing capacity. flexible end to end supply chain system to serve the products as the
NSD bar manufacturing capacity created at 3P-RMCN to localize & market demands. Flawless execution has always been the reason
launch Wheel NSD bar. Vim bar Capacity upgraded at 3P-Unique and for immediate delivery of upgraded product during Launches,
production of same activated at RMCN to cater increased market re-launches and localization of products. Further, we are in process
demand. to strengthen the service excellence by embracing WCM (World
Class Manufacturing) System.
Further we have robust Shampoo sachet expansion plan in place
by setting up inhouse manufacturing capability at UNL Basamadi WINNING WITH PEOPLE
factory. We have plan to expand our locally manufactured product
We here in your Company are committed to build a robust talent and
portfolio to new category-Food & Refreshment by creating inhouse
leadership pipeline which enables organisation to win in the diverse
manufacturing capability for tea. We also have plans to localize
market. While driving our business, we are enabling present talent
premium products of Face cream, facewash, conditioner, beauty
so that we are always future ready. We make sure that potentials of
soaps and lotion to support UNL’s business by reducing imports.
our people are unlocked, and their crafts are honed via mentoring
Engineering excellence and coaching. Learning is made accessible to all and a winning
environment is created where leaders pass on their valuable
As a leader in adopting world class manufacturing technology, we expertise to the future leaders. As a positive change maker, we are
are in continuous watch for the latest technological advances and assessing every opportunity where we can contribute back to the
engineering practices. As a reflection to this, Automatic and Robust society via purposeful brands. We, at your Company, bring culture
Spout Feeding System has been installed in FAL 9G Big nose line of appreciation to life to recognize employee efforts and help them
to reduce man power requirement. 400 KVA online UPS installation grow professionally by taking charge of their own development to
lead to zero Power failure in packing lines and hence ensure smooth work, achieve and win together.
operation without any production losses due to power failure. Best
Industrial maintenance practices have been implemented to upkeep Nurturing future leaders through capability building
our machines, Its efficiency and life. Human friendly, automated and intervention
high speed “Universal CoBOT” technology to be introduced in the
Capability building is one of the pillars of empowering employees of
end of packaging line for smoother and efficient operation. Further,
your Company and it is important for us to have readiness of future
we have plan to introduce Auto-batching Technology in Personal
leadership of your Company within Nepal. The major focus has been
Product Batch making operation.
shifted towards advance IT tools and techniques implementation in

54 SUBSIDIARY
learnings for example learning portals like Degreed and Learning to protect your Company’s Brands from counterfeits, look-alike
Hub and at the same sustaining learning philosophy of 70:20:10 and grey imports. Your Company is of the view that the menace of
which also comprises with short time assignments (STAs) in HUL counterfeits can be effectively addressed if enforcement actions are
which will help in bringing more outside expertise in to bring out supplemented with building awareness amongst the consumers of
the best in our employees. Skill Gap Analysis has been instrumental tomorrow. One of the key activities undertaken by your Company
to understand the learning needs and developing the know-how of in this direction is propagating intellectual property awareness,
business operations of our human capital. In-house weekly trainings particularly among school students and regulators. Your Company
have been part of significant capability interventions where every believes it is important to educate students on intellectual property
learning session contributes towards enhancement of knowledge, and build awareness and understanding of the subject so that
skill and aptitude of the employees of your Company. students start respecting intellectual property rights from a
young age.
Fostering a winning culture
Business integrity
In your Company, we are emphasizing on a winning culture that values
strengths-based development. We are driving performance culture Under its pillar of Business Integrity, your Company communicates
in your Company in terms of inculcating FRC’s for performance its Code of Business Principles (Code) and Code Policies internally
evaluation and identification of high potential employees. To build and externally. All Company employees are required to undertake
a winning culture, we have refined on creating a women friendly mandatory annual training on our Code and Code Policies via online/
workplace where every woman can experience secure, flexible offline training modules as well as take an annual business integrity
and welcoming environment with options like work from home and pledge. Our Code and Code Policies extend through our entire value
flexible working policy where they can grow without limiting norms chain including our employees, contractors and third parties. Your
and at the same time deliver high performance. We are proud to Company also requires its third-party business partners to adhere to
adopt global operating philosophy of Unilever to have strength- business principles consistent with its own. These expectations are
based organization and employee centered policies to have a winning set out in our Responsible Sourcing Policy (RSP) and Responsible
culture in your Company. Business Partner Policy (RBPP), which underpin our third-party
compliance programme.
Transforming Unilever Nepal - a great place to work
Nepal fnancial reporting standard (NFRS)
Your Company is growing, and we are in the continuous process of
generating and retaining the confidence of our existing and future Your Company believes in the highest standards of corporate
employees by being a great place to work in Nepal. The alignment of behaviour, which are laid out through a written Code of business
global best practices of Unilever are being inculcated in recruitment, principles for transparency & all statutory/legal compliance by the
performance culture and exit procedures along with other employee Company. In line with the same principle, the Company had adopted
engagements. Campus drive is one of the important aspects of Nepal Financial Reporting Standard (NFRS) for last 3 years.
employer branding and we have been consistently connecting with
premier management and engineering colleges of Nepal in the form
Dividend
of guest lectures, workshops, internship and factory visit programs The Board of Directors always believe in returning the value created
respectively. from company’s strong operations to its shareholders and have
Employee Relations- a new paradigm in industrial relations remained committed to high dividend payout policy for the upcoming
future. The Board at their meeting held on 28th August 2018
Our employees are the foundation of the business who are our real recommended final dividend of NPR 700/- per share on each equity
assets and we have always believed in partnership approach in share for the financial year ended on 16th July, 2018.
terms of working collaboratively with our employees. Consistent
interaction and frequent communication are the key practices that
Business risk & future outlook
we exercise in motivating and creating a sense of belongingness As your Company march into the future, we remain committed to
to the organization. The Labor Relation Committee(LRC) is active exceed expectations by delivering sustained, competitive, responsible
in terms of having regular connects with the labor union so that and profitable growth. We believe it is imperative for us to stay
there is a smooth functioning in our Hetauda HPC factory. We have true to what lies at the heart of our business through key building
taken care of our employees in terms of providing social security blocks of our success such as strong innovations, greater consumer
benefits like PF, gratuity, Medical Insurance and life insurance value, increased market development and world class execution.
along with relief funds wherever necessary at times of critical and We have tremendous opportunity to expand the business in Nepal
life-threatening illness. We have stood by our employees during and to capitalize on the economic growth agenda that awaits Nepal
their crisis and Unilever ways of working has always motivated us as a country. This growth opportunity is expected to attract intense
to create a friendly, empowering and enriching experience for our competition and your Company is well poised to defend and expand
employees. its market leadership positions in a determined manner.
GOVERNANCE, COMPLIANCE AND BUSINESS INTEGRITY We not only leverage upon our access to world-class resources and
The Legal function of the Company continues to be a valued business research and development as being a part of your Company but also
partner that provides solutions to protect your Company and enable it continuously focus upon the key building blocks of our success. We
to win in the VUCA environment. Through its focus on creating ‘value are therefore, optimistic about our growth prospects.
with values’, the function provides strategic business partnership in APPRECIATIONS AND ACKNOWLEDGMENTS
the areas including product claims, legislative changes, combatting
unfair competition, business integrity and governance. Your Directors place on record their deep appreciation to employees
at all levels for their hard work, dedication and commitment. The
The focus on litigation management continued during the year enthusiasm and unstinting efforts of the employees have enabled
as also on combating unfair competition with a series of actions your Company to remain as industry leaders. The Board wishes

to thank the Managing Director and his leadership team for their Your Directors also take this opportunity to thank all Shareholders,
continued leadership excellence and leading the team during the Clients, Vendors, Banks, Government and Regulatory Authorities
difficult periods and Stock Exchanges, for their continued support.
The Board places on record its appreciation for the support and As, Mr. Shankar lall Agrawal has resigned as Director, the Board
co-operation your Company has been receiving from its suppliers, would like to thank him for his contribution towards the Company
redistribution stockists, retailers, business partners and others and wishes him every success in his future endeavours.
associated with the company as its trading partners. Your Company
looks upon them as partners in its progress and has shared with On behalf of the Board
them the rewards of growth. It will be your Company’s endeavour
to build and nurture strong links with the trade based on mutuality Pradeep Banerjee
of benefits, respect for and co-operation with each other, consistent
28th August 2018, Tuesday Chairman
with consumer interest.
DIRECTORS REGISTERED OFFICE & FACTORY

Mr. Pradeep Banerjee – Chairman Basamadi, V.D.C-5
Mr. Ravi Bhakta Shrestha P.O.Box-11, Hetauda,
Mr. Bharat Bahadur Thapa – Independent Director Dist. Makwanpur, Nepal
Mr. Dev Bajpai Tel: 977-57-411047
Ms. Priya Nair
Mr. Dinesh Thapar CORPORATE OFFICE
Mr. Ashish Rai – Managing Director Heritage Plaza II,
Mr. Shankar Lall Agrawal Block C &D, 4th Floor,
Kamaladi, Kathmandu
COMPANY SECRETARY Tel:977-1-4169151
Fax: 977-1-4169153
Ms. Sonam Shrestha
GPO Box: 7765, Kathmandu, Nepal
AUDITORS
SHARE REGISTERED
CSC & Co., Chartered Accountants
Sunrise Capital Limited
Kathmandu, Nepal
Kamalpokhari
P. Box No. 7423
BANKERS Tel: 977- 01- 4428550 / 4428660
Standard Chartered Bank Limited Kathmandu, Nepal
Bank of Kathmandu
Nepal State Bank of India
Rastriya Banijya Bank
Himalayan Bank Limited

56 SUBSIDIARY
ADDITIONAL DISCLOSURE AS PER SECTION 109(4) OF

THE COMPANIES ACT, 2063
1. Details of Share Forfeiture: - Companies Act, 2063 and preliminary statutory audit report
No shares have been forfeited till date. issued by Statutory Auditors (CSC & CO.) and recommended
their adoption by the Board of Directors.
2. Transactions with subsidiaries: -
(**) During the year, a total amount of NPR 108,000 was paid as
The company has no subsidiaries. meeting fees to Mr. Bharat Bahadur Thapa& Mr. Ravi Bhakta
3. Information provided to the company by its substantial Shrestha. Moreover, travel expenses of all Audit Committee
shareholders in the previous fnancial year: - members for attending the Audit Committee meetings are
borne by the company whenever required.
Hindustan Unilever Limited, which is the majority shareholder,
provided the company all information related to new product 10. Amount receivable by the company from Directors, Managing
innovations, marketing mix, information on price movements Director, substantial shareholders and their close relatives and
of commodities, system related information and technology associated frms, companies etc:-
etc. No information was provided to the company by any other Nil.
substantial shareholder.
11. Remuneration, allowances and facilities given to Directors,
4. Share Purchase by Directors and Offcials of the company Managing Director, Chief Executive Offcer and Offcials during
during the year: - the year:
Nil NPR in lakhs
5. Information received on the personal interest of Directors and Sr. Managers/
their close relatives in any agreement/contract entered into by Directors MD
No. Offcers/Staff
the company :-
1 Meeting Fee 3.11 - -
Nil
2 Salary & Allowances - 297.79 1533.05
6. Detail of share buy back during the year:-
3 Car Facility No Yes Yes
The company did not buy back its own shares during the year.
4 Accommodation No Yes Note (b)
7. Details of internal control systems:-
5 Insurance Coverage No No Yes
The internal control system of the company conforms to global
standards and followsUnilever international guidelines.This 6 Number of Persons 6 1 230
includes: Notes:-
a. Operation Manuals, procedures and guidelines for a) Offce car with driver, fuel and maintenance are provided to the
systematic conduct of operations. Managing Director, Supply chain Manger, Finance Manager,
b. Financial policy and accounting guidelines. Sales Manager and Legal Manager.
c. Independent internal audit carried out by Deloitte Haskins b) Unfurnished / Furnished rented accommodation or HRA
& Sells LLP, India provided to Expatriate Managers as per terms and conditions
of employment of the individuals.
d. Periodicreview of internalcontrol systems by Management
and AuditCommittee. c) Travel expenses of the Directors, whenever required for
attending the Board meetings, are borne by the company.
8. Total Management expenses during the year:- NPR in Lakhs 12. Unclaimed Dividends:-
Employee expenses during the full year 1,111.14 Total unclaimed dividend is NPR 277.91 lakhs as on
Administrative expenses during the fiscal year 920.38 Ashad 32nd, 2075.
9. List of audit committee members, their remuneration and 13. Other matters required to be disclosed in the director’s report
facilities: by the Companies Act, 2063 or other laws in force :-
Nil.
Name Remuneration
14. Other relevant issues:-
Mr. Bharat Bahadur Thapa ** Chairman
Nil.
Mr. Ravi Bhakta Shrestha ** Member
Mr. Dev Bajpai ** Member
During the year,the Audit Committee reviewed the internal
audit report and the actions initiated for resolving the issues.
Audit committee also reviewed the Business Risks status and
reviewed the actions initiated by Management to mitigate &
address such Business Risks. The audit committee reviewed
annual accounts, signifcant accounting policies & notes to
accounts, additional disclosure as per section 109(4) of the


To the Members of Unilever Nepal Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS on the effectiveness of the entity’s internal control. An audit also
includes evaluating the appropriateness of accounting policies
We have audited the accompanying financial statement of Unilever used and the reasonableness of accounting estimates made by
Nepal Limited (“the Company”), which comprise the statement management, as well as evaluating the overall presentation of the
of financial position as at 16 July 2018, the statement of profit or financial statements.
loss, the statement of other comprehensive income, the statement
of changes in equity and the statement of cash flows for the year We believe that the audit evidence we have obtained is sufficient and
then ended, and a summary of significant accounting policies and appropriate to provide a basis for our audit opinion.
explanatory information.
OPINION
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL In our opinion, the financial statements referred to above, present
STATEMENTS fairly, in all material respects, the financial position of the Company
Management is responsible for the preparation and fair presentation as on 16th July 2018 and its financial performance and cash flows for
of these financial statements in accordance with Nepal Financial the year then ended in accordance with Nepal Financial Reporting
Reporting Standards (NFRSs), and for such internal control as Standards (NFRSs).
management determines is necessary to enable the preparation
REPORT ON THE REQUIREMENTS OF COMPANY ACT 2063
of financial statements that are free from material misstatement,
whether due to fraud or error. We have obtained all information and explanations, which to the best
of our knowledge and belief were necessary for the purpose of our
AUDITOR’S RESPONSIBILITY audit. In our opinion, the statement of financial position, profit or
Our responsibility is to express an opinion on these financial loss, other comprehensive income, changes in equity and cash flows
statements based on our audit. We conducted our audit in accordance have been prepared in accordance with the provisions of Company
with Nepal Standards on Auditing (NSA). Those standards require Act 2063 and conform to the books of accounts of the company
that we comply with ethical requirements and plan and perform the and the books of accounts and records are properly maintained in
audit to obtain reasonable assurance about whether the financial accordance with the prevailing laws.
statements are free from material misstatement. During the course of our audit, we did not come across the cases
An audit involves performing procedures to obtain audit evidence where the Board of Directors or the representative or any employee
about the amounts and disclosures in the financial statements. The of the company has acted deliberately contrary to the provisions of
procedures selected depend on the auditor’s judgment, including the the law or caused loss or damage to the company or misappropriated
assessment of the risks of material misstatement of the financial funds of the company, nor have we been informed of any such case
statements, whether due to fraud or error. In making those risk by the management.
assessments, the auditor considers internal control relevant to the Madan Krishna Sharma
entity’s preparation and fair presentation of the financial statements Partner
in order to design audit procedures that are appropriate in the CSC & Co.
circumstances, but not for the purpose of expressing an opinion Kathmandu, 28th August, 2018 Chartered Accountants

58 SUBSIDIARY
STATEMENT OF FINANCIAL POSITION

As at 32 Ashad 2075 (16 July 2018)
Figures in NPR
Particulars Note 2074-75 2073-74

ASSETS
Non-Current Assets
Property, plant and equipment 3 63,65,73,693 56,33,40,715
Intangible assets 4 1,59,17,174 19,30,731
Deferred tax assets 6 15,33,353 1,59,49,220
Other non-current assets 7 40,63,414 5,93,001
Total Non-Current Assets 65,80,87,634 58,18,13,667
Current assets
Inventories 8 75,17,36,499 62,00,25,639
Financial assets
Trade and other receivables 9 60,52,58,341 68,02,78,067
Investments 5 83,44,37,122 1,16,04,93,610
Cash and cash equivalents 10 30,37,13,920 24,17,36,744
Bank balance other than CCE 11 4,70,71,799 3,48,92,484
Other current assets
Prepayments 27,35,882 25,88,198
Total current assets 2,54,49,53,563 2,74,00,14,742
Total assets 3,20,30,41,197 3,32,18,28,409
Equity
Share capital 12 9,20,70,000 9,20,70,000
Retained earnings 13 1,81,14,06,700 1,98,22,01,113
Total Equity 1,90,34,76,700 2,07,42,71,113
Liabilities
Non-Current Liabilities
Provisions 14 1,11,44,079 1,29,48,402
Total Non-Current Liabilities 1,11,44,079 1,29,48,402
Current Liabilities
Trade and other payables 15 97,69,14,723 1,01,94,48,347
Provisions 14 27,89,18,919 16,03,32,004
Income Tax Liability 22 3,25,86,776 5,48,28,543
Total Current Liabilities 1,28,84,20,418 1,23,46,08,894
Total Liabilities 1,29,95,64,497 1,24,75,57,296
TOTAL EQUITY AND LIABILITIES 3,20,30,41,197 3,32,18,28,409
This is the same statement of financial position referred to our report of even date
The accompanying notes are an integral part of these fnancial statements.

Pradeep Banerjee Ravi Bhakta Shrestha Ashish Rai Madan Krishna Sharma
Chairman Director Managing Director Senior Partner
Dinesh Thapar Bharat Bahadur Thapa Abhishek Jindal
Director Independent Director Chief Finance offcer
Priya Nair Dev Bajpai Sonam Shrestha

Director Director Company Secretary
Kathmandu, 28th August, 2018

STATEMENT OF PROFIT OR LOSS

For the year ended 32 Ashad 2075 (16 July 2018)
Figures in NPR
Particulars Note For the year For the year

2074-75 2073-74
Revenue from operations 16 4,86,83,13,101 4,44,23,74,517
Other income 17 48,73,24,225 62,63,32,010
TOTAL INCOME 5,35,56,37,326 5,06,87,06,527
EXPENSES
Cost of materials consumed 18 2,55,89,43,560 2,39,19,81,811
Changes in inventories of fnished goods (including stock-in-trade) and 19 (44,31,722) (10,89,79,198)
work-in-progress
Employee benefts expenses 20 36,92,69,061 34,72,98,786
Depreciation and amortisation expenses 3,4 4,50,92,056 3,29,86,701
Other expenses 21 1,05,69,48,286 1,14,47,23,099
TOTAL EXPENSES 4,02,58,21,241 3,80,80,11,199
Proft before tax 1,32,98,16,085 1,26,06,95,328
Income Tax Expense 22 (33,04,38,541) (29,54,65,022)
Proft from continuing operations 99,93,77,544 96,52,30,306
Net Proft for the year 99,93,77,544 96,52,30,306
Basic and Diluted Earnings per share 24 1,085 1,048


60 SUBSIDIARY
STATEMENT OF OTHER COMPREHENSIVE INCOME

Figures in NPR
Note 2074-75 2073-74

Net Proft for the year as per Statement of Proft of Loss 99,93,77,544 96,52,30,306
Other comprehensive Income not to be reclassifed to proft or loss in
subsequent periods
Acturial Gain/(Loss) on defned beneft pension schemes 25 1,23,443 (8,33,833)
Other comprehensive gain/(loss) for the year, net of tax 1,23,443 (8,33,833)
Total Comprehensive gain/(loss) for the year, net of tax 99,95,00,987 96,43,96,473




Figures in NPR
Note 2074-75 2073-74
CASH FLOWS FROM OPERATING ACTIVITIES
Proft for the year 99,93,77,544 96,52,30,306
Adjustments for:
Income tax during the year 22 33,04,38,541 29,54,65,022
Depreciation on property, plant and equipment 3 4,25,86,621 3,25,15,058
Amortization of Intangible Assets 4 25,05,435 4,71,646
Allowance for inventory obsolescence 8 34,82,042 1,25,29,855
Provision for employee benefts 14 (23,65,266) 17,69,509
Other provisions 14 11,92,71,301 11,61,42,887
Provision for Bonus 20 14,77,57,343 11,89,45,302
Finance income 17 (7,64,83,790) (5,06,46,805)
Fixed Assets W/Off 21 - 47,93,911
Loss/ (gain) on sale of Property, plant and equipment 17 59,472 (3,61,583)
Working capital adjustments:
Increase/ (decrease) in Trade & Other receivables 9 7,50,19,726 (38,32,11,779)
Increase/ (decrease) in Other non-current assets 7 (34,70,413) (5,93,001)
Increase/ (decrease) in prepayments (1,47,684) (4,36,749)
Increase/ (decrease) in Inventories 8 (13,51,92,902) 4,21,35,197
Increase / (decrease) in trade and other payables 15 (6,51,17,720) 6,96,55,664
Cash generated from operations 1,43,77,20,250 1,22,44,04,439
Bonus paid (11,89,45,302) (7,75,09,835)
Income Tax Paid (33,82,64,441) (28,97,28,859)
NET CASH FLOWS FROM OPERATING ACTIVITIES 98,05,10,507 85,71,65,745
CASH FLOWS FROM / (USED IN) INVESTING ACTIVITIES
Proceeds from sale of Property, Plant and Equipment - 3,61,583
Interest Received 7,44,40,278 4,95,74,829
Acquisition of Property, plant and Equipment 3 (11,58,79,071) (12,07,49,174)
Purchase of Intangibles 4 (1,64,91,878) (2,12,000)
Decrease/(increase) in Investment on FD 32,81,00,000 (12,26,50,000)
Decrease/(increase) in Bank balance other than CCE (1,21,79,315) (65,42,914)
Expenses towards employees' housing reserve (10,06,400) -
NET CASH FLOWS FROM INVESTING ACTIVITIES 25,69,83,614 (20,02,17,676)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividend paid (1,17,55,16,946) (93,27,77,491)
NET CASH FLOWS FROM FINANCING ACTIVITIES (1,17,55,16,946) (93,27,77,491)
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 6,19,77,176 (27,58,29,421)
CASH AND CASH EQUIVALENTS,
Beginning of Year 10 24,17,36,745 51,75,66,166
CASH AND CASH EQUIVALENTS, END OF PERIOD 10 30,37,13,920 24,17,36,745
This is the same statement of fnancial position referred to our report of even date



62 SUBSIDIARY

Figures in NPR
Share capital Employees’ Retained Earnings Total

Housing reserve
Balance at 31st Ashad 2073 9,20,70,000 72,57,76,497 1,23,11,42,143 2,04,89,88,640
Proft for the year - - 96,52,30,306 96,52,30,306
Other comprehensive income - - (8,33,833) (8,33,833)
TOTAL COMPREHENSIVE INCOME - - 96,43,96,473 96,43,96,473
Transfer to Employees' Housing Reserve - 7,12,89,228 (7,12,89,228) -
Dividends to shareholders - - (93,91,14,000) (93,91,14,000)
Balance at 31st Ashad 2074 9,20,70,000 79,70,65,725 1,18,51,35,388 2,07,42,71,113
Proft for the year - - 99,93,77,544 99,93,77,544
Other comprehensive income - - 1,23,443 1,23,443
TOTAL COMPREHENSIVE INCOME - - 99,95,00,987 99,95,00,987
Transfer to Employees' Housing Reserve - (10,06,400) - (10,06,400)
Dividends to shareholders - - (1,16,92,89,000) (1,16,92,89,000)
Balance at 32nd Ashad 2075 9,20,70,000 79,60,59,325 1,01,53,47,375 1,90,34,76,700



SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNT

For the year ended 32 Ashad 2075 (16th July 2018)
Figures in NPR
COMPANY INFORMATION AND SIGNIFICANT ACCOUNTING salary increases, mortality rates and future pension increases. Due
POLICIES to the complexities involved in the valuation and its long-term nature,
a defned beneft obligation is highly sensitive to changes in these
1. CORPORATE INFORMATION assumptions. All assumptions are reviewed at each reporting date.
Unilever Nepal Limited (“Company”) is a public limited company, The parameter most subject to change is the discount rate. In
incorporated under the Company Act, 2063 of Nepal and listed in determining the appropriate discount rate, management considers
the Nepal Stock Exchange Ltd. The registered offce of the Company the interest rates of government bonds due to absence of quality
and the principal place of business are located at Basamadi VDC-5, corporate bonds in currencies consistent with the currencies of the
Makwanpur, Nepal. post-employment beneft obligation. The mortality rate is based
The main objectives of the Company are to manufacture, sell and on publicly available Nepal Assured Lives Mortality tables for the
distribute Detergents, Scourers, Laundry Soaps, Toilet Soaps and country. Those mortality tables tend to change only at intervals in
Personal and Beauty Care Products. response to demographic changes. Future salary increases are
based on expected future infation rates for the country. Further
2. SIGNIFICANT ACCOUNTING POLICIES details about Employee beneft obligations are given in note 2.2.15,
2.1 BASIS OF PREPARATION note 14, note 25and note 25a.
2.1.1 Statement of compliance b) Recognition of deferred tax assets
The fnancial statements have been prepared in accordance with Deferred tax assets are recognized for unused tax losses and taxable
applicable Nepal Financial Reporting Standards (NFRS) as issued by temporary difference to the extent that it is probable that taxable
the Institute of Chartered Accountants of Nepal (ICAN). The Financial proft will be available against which the losses can be utilized.
Statements have also been prepared in accordance with the relevant Signifcant management judgment is required to determine the
presentational requirements of the Company Act, 2063 of Nepal. amount of deferred tax assets that can be recognized, based upon
the likely timing and the level of future taxable profts together with
2.1.2 The Financial Statements are authorized for issue by future tax planning strategies.
the Board of Directors on 28th August 2018.
The Company has based its assumptions and estimates on
2.1.3 Going concern parameters available when the fnancial statements are prepared.
Existing circumstances and assumptions about future developments,
The fnancial statements are prepared on the assumption that the
however, may change due to market changes or circumstances
Company is a going concern.
arising beyond the control of the Company. Such changes are
2.1.4 Basis of measurement refected in the assumptions when they occur. Further details about
The fnancial statements have been prepared on the historical cost deferred tax are given in note 2.2.16 and note 6.
basis except for the following material items in the statement of c) Provision for depreciation and amortization
fnancial position:
Depreciation and amortization is calculated over the estimated
• Defined benefit scheme, surpluses and deficits are measured useful lives of the assets. An item of property, plant and equipment
at fair value. and any signifcant part initially recognized is derecognized upon
disposal or when no future economic benefts are expected from its
2.1.5 Critical accounting estimates
use or disposal. The residual values, useful lives and methods of
The preparation of the fnancial statements in conformity with Nepal depreciation of property, plant and equipment are reviewed at each
Financial Reporting Standards requires the use of certain critical fnancial year end and adjusted prospectively, if appropriate.
accounting estimates and judgments. It also requires management
The Company has based its assumptions and estimates on
to exercise judgment in the process of applying the Company’s
parameters available when the fnancial statements are prepared.
accounting policies. The Company makes certain estimates and
Existing circumstances and assumptions about future developments,
assumptions regarding the future events. Estimates and judgments
however, may change due to market changes or circumstances
are continuously evaluated based on historical experience and other
arising beyond the control of the Company. Such changes are
factors, including expectations of future events that are believed to
refected in the assumptions when they occur.
be reasonable under the circumstances. In the future, actual result
may differ from these estimates and assumptions. The estimates 2.1.6 Functional and presentation currency
and assumptions that have a signifcant risk of causing a material
The fnancial statements are prepared in Nepalese Rupees, which is
adjustment to the carrying amounts of assets and liabilities within
the Company’s functional currency.
the next fnancial year primarily includes: -
a) Provision for employee benefts
2.1.7 Capital Management
For the purpose of the Company’s capital management, capital
The cost of the defned beneft plans, other long-term employment
includes issued capital and all other equity reserves attributable to
benefts and the present value of such obligations are determined
the equity holders of the company.
using actuarial valuations. An actuarial valuation involves making
various assumptions that may differ from actual developments in the The Company manages its capital so as to safeguard its ability
future. These include the determination of the discount rate, future to continue as a going concern and to optimize returns to the

64 SUBSIDIARY

Figures in NPR
shareholders. The capital structure of the Company is based on determined had no impairment loss been recognized for the asset
management’s judgment of the appropriate balance of key elements in prior years.
in order to meet its strategic and day-to-day needs. We consider Impairment loss or reversal are included in proft or loss, except to
the amount of capital in proportion to risk and manage the capital the extent they reverse gains/loss previously recognized in other
structure in light of changes in economic conditions and the risk comprehensive income.
characteristics of the underlying assets.
The Company aims to translate proftable growth to superior cash
2.2.2 Foreign Currency Transactions
generation through effcient capital management. The Company’s Transactions entered into by the Company in a currency other than the
policy is to maintain a stable and strong capital structure with a currency of primary economic environment in which it operates are
focus on total equity so as to maintain investor, creditor, and market recorded at the rates ruling when the transactions occur. Exchange
confdence and to sustain future development and growth of its differences arising on foreign currency transactions settled during
business. The Company’s focus is on keeping strong total equity the year are recognized in the Statement of Proft or Loss. Unsettled
base to ensure independence, security, as well as a high fnancial foreign currency monetary assets and liabilities are translated at
fexibility for potential future borrowings, if required, without the rates ruling at the reporting date. Exchange differences arising
impacting the risk profle of the Company. The Company will take on the retranslation of unsettled monetary assets and liabilities are
appropriate steps in order to maintain, or if necessary adjust, its recognized immediately in proft or loss statement.
capital structure. The Company uses forward exchange contracts to hedge against its
The management monitors the return on capital as well as the level foreign currency exposures relating to the frm commitments. The
of dividends to shareholders. The Company’s goal is to continue to Company does not enter into any derivative instruments for trading
be able to return excess liquidity to shareholders by continuing to or speculative purposes. Differences between the forward exchange
distribute dividends in future periods. rates and the exchange rates at the end of the reporting date are
recognized as income or expense at the end of the reporting date.
No changes were made in the objectives, policies or processes for
Proft/loss arising on cancellation or renewal of forward exchange
managing capital during the years ended 31st Ashad 2075 and 2074.
contracts is recognized as income/expense for the period.
2.1.8 Recent Accounting Developments
2.2.3 Property, plant and equipment
There are no recent accounting developments which has impact on
Items of property, plant and equipment are initially measured at
the fnancial statements of the Company.
cost. Cost includes the purchase price and other directly attributable
2.2 SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS costs up to the commissioning/ available for use of property, plant
and equipment. Cost also includes the cost of replacing part of the
The principal accounting policies adopted in the preparation of
plant and equipment and borrowing costs for long-term construction
the fnancial statements are set out below. The policies have been
projects if the recognition criteria are met. When signifcant parts
consistently applied to all years presented, unless otherwise stated.
of plant and equipment are required to be replaced at intervals, the
The presentation of fnancial statements requires the use of certain
Company depreciates them separately based on their specifc useful
accounting estimates. The areas where signifcant judgments and
lives. Likewise, when a major inspection is performed, its cost is
estimates have been made in preparing the fnancial statements and
recognized in the carrying amount of the plant and equipment as a
their effects are disclosed.
replacement if the recognition criteria are satisfed. All other repair
2.2.1 Impairment of non- fnancial assets (excluding and maintenance costs are recognized in proft or loss as incurred.
inventories and deferred tax assets) Subsequently property, plant and equipment is stated at cost, net
Non-fnancial assets are subject to impairment tests whenever of accumulated depreciation and accumulated impairment losses,
events or changes in circumstances indicate that their carrying if any.
amount may not be recoverable. Where the carrying value of an asset Tangible assets not ready for the intended use on the date of Balance
exceeds its recoverable amount (i.e. the higher of value in use and fair Sheet are disclosed as “Capital work-in-progress”.
value less costs to sell), the asset is written down accordingly. The
recoverable amount is determined for an individual asset, unless the Gains and losses on disposals are determined by comparing
asset does not generate cash infows that are largely independent proceeds with the carrying amount and recognized immediately in
of those from other assets or groups of assets. When the carrying statement of proft or loss
amount of an asset or cash generating units exceeds its recoverable 2.2.4 Depreciation
amount, the asset is considered impaired and is written down to its
recoverable amount. Freehold land is not depreciated. Depreciation on assets under
construction does not commence until they are complete and
An assessment is also done for whether there is any indication that available for use. Depreciation is provided on all other items of
an impairment loss recognized for an asset in prior accounting property, plant and equipment so as to write-off their depreciable
periods may no longer exist or may have been decreased. If any amount over the expected useful economic lives.
such indication exists the asset’s recoverable amount is estimated.
The carrying amount of the fxed asset is increased to the revised Depreciation is provided on a pro-rata basis on the straight-line
estimate of its recoverable amount such that the increased carrying method based on the estimated useful life of the assets determined
amount does not exceed the carrying amount that would have been by the management.


Figures in NPR
The estimate useful lives and corresponding rates at which the of inventories (material as well as fnished goods) related to such
assets are depreciated are as follows: activities has been accounted for in the books of the Company.
Useful Life Depreciation 2.2.8 Trade and other receivables

(Years) Rate (%) Trade and other receivables are non-derivative fnancial assets
Building 40.00 2.50 with fxed or determinable payments that are not quoted in an
active market. After initial measurement, such fnancial assets
Plant and Machinery 14.29 7.00
are subsequently measured at amortized cost using the effective
Office Equipment 14.29 7.00 interest rate (EIR) method, less impairment. The losses arising from
Furniture and Fixtures 14.29 7.00 impairment are recognized in the statement of proft or loss.
Motor Vehicles 6.67 15.00 2.2.9 Inventories
Computer Accessories 5.00 20.00 Inventories are initially recognized at cost and subsequently at the
2.2.5 Lease lower of cost or net realizable value. Net realizable value is the
estimated selling price in the ordinary course of business, less the
A lease is classifed at the inception date as a fnance lease or an estimated cost of completion and estimated cost necessary to make
operating lease. A lease that transfers substantially all the risks and
the sale.
rewards incidental to ownership to the Company is classifed as a
fnance lease. The cost incurred in bringing inventories to its present location and
When all the risks and rewards incidental to ownership are not condition is accounted as follows:
transferred to the Company (an “operating lease”), the total rentals
Raw Material - At actual cost on weighted average basis
payable under the lease are taken to the proft or loss statement over
the lease term. Packing Material - At actual cost on weighted average basis
The Company is both a lessee and a lessor under operating lease Promotional Material - At actual cost on weighted average basis
arrangements. Payments and receipts under such leases are Finished goods - At the cost of raw materials, packing
charged or credited to the Statement of Proft and Loss on a straight- materials, a proportionate share of
line basis over the primary period of the lease fixed and variable production overheads
Lease rental expense: The Company leases offce premises, incurred in bringing the inventories to
residential apartment and godown space under operating leases their present location and condition
from various parties. These leases typically run for a period of 1 to Work in Progress - At the cost of raw materials, packing
5 year with an option to renew with the mutual consent after the materials, a proportionate share of
expiry of initial leaser term. Future minimum rentals payable under fixed and variable production overheads
non-cancellable operating leases as at balance sheet date are, as incurred in bringing the inventories to
follows: their present location and condition
Figures in NPR Consumables & - At actual cost on weighted average
Spares basis.
Period As at 16th As at 15th
July 2018 July 2017 Goods in Transit - At actual cost
Less than one year 3,37,17,305 2,82,03,563 Full provision is made for an obsolete stock that cannot be used or
is damaged or defective or cannot be sold in the market. Provision is
One year to fve years 5,57,15,797 4,42,79,322 adjusted in the income statement to the extent of usage of obsolete
More than fve years 2,91,01,875 3,34,84,688 inventory in the period of its usage
11,85,34,977 10,59,67,573 2.2.10 Cash and cash equivalents
2.2.6 Intangible Assets Cash and cash equivalents are defned as cash on hand, demand
deposits and short term highly liquid investments, readily convertible
Intangible assets are stated at acquisition cost, net of accumulated
to known amounts of cash and subject to insignifcant risk of changes
amortization and accumulated impairment losses, if any.
in value.
Purchased computer software licenses are capitalized on the basis
For the purpose of cash fow statements, cash and cash equivalents
of cost incurred to acquire and bring to use the software. These costs
consist of cash in hand and balance in banks
are amortized over the estimated useful life of 5 year.
2.2.11 Impairment of fnancial assets
2.2.7 Production at Third Party Manufacturing Locations
The carrying amounts of the Company’s fnancial assets are
The Company has made arrangements for manufacturing of its
reviewed at each balance sheet date to determine whether there
licensed products with other third-party manufacturers against
is any indication of impairment. If any such indication exists, the
payment of fxed conversion cost only. The purchase value of
asset’s recoverable amount is estimated. An impairment loss
materials, conversion cost paid to such manufacturers and stock

66 SUBSIDIARY

Figures in NPR
is recognized when the carrying amount of an asset exceeds its fund maintained by Hindustan Unilever Limited. Contributions to
recoverable amount. Impairment losses are recognized in the proft defned contribution schemes such as provident fund are charged to
or loss statement. the income statement as incurred.
2.2.12 Share capital As per the provision of new Labor Act enacted and effective
from September 4, 2017, gratuity plan has been converted into
Financial Instruments issued by the Company are classifed as
contribution plan from defned beneft plan. Contribution of 8.33% of
equity only to the extent that they do not meet the defnition of a
basic salary needs to be deposited on monthly basis to the separate
fnancial liability or fnancial asset. The Company’s equity shares are
Social Security Fund. Total gratuity obligation calculated as per
classifed as equity instruments.
previous labor act till the transition date also needs to be deposited
2.2.13 Current versus non-current classifcation to the Social Security Fund. As on date, the procedure for depositing
in social security fund has not been fnalized by the Government of
The Company presents assets and liabilities in statement of fnancial
Nepal, so the Company has set aside net obligation amount (net of
position based on current/non-current classifcation. Based on the
fund balance in CIT) as statutory dues payable in current liabilities.
nature of products and the time between acquisition of assets for
processing and their realization in cash and cash equivalents, the Defned beneft schemes - Other retirement benefts scheme
Company has ascertained its operating cycle as 12 months for The Company provides for defned benefts in the form other
the purpose of current/non-current classifcation of assets and retirement benefts. The Company’s liability towards such defned
liabilities. beneft plans is determined based on valuations, as at the Balance
The Company classifes an asset as current when it is: Sheet date, made by independent actuaries using the projected unit
credit method discounted to its present value using yields available
• Expected to be realized or intended to be sold or consumed in
on Government bonds.
normal operating cycle,
Interest is calculated by applying the discount rate to the defned
• Held primarily for the purpose of trading,
beneft obligation. The Company recognizes the following changes in
• Expected to be realized within twelve months after the reporting the defned beneft obligation to the proft or loss statement:
period, or
• Service costs comprising current service costs and past-
• Cash or cash equivalent unless restricted from being exchanged service costs
or used to settle a liability for at least twelve months after the
• Interest expenses
reporting period.
Any changes in the liabilities over the year due to changes in
All other assets are classifed as non-current.
assumptions or experience within the scheme, are recognized in
The Company classifes a liability as current when: other comprehensive income in the period in which they arise.
• It is expected to be settled in normal operating cycle, The classifcation of the Company’s net obligation into current and
• It is held primarily for the purpose of trading, non- current is as per the actuarial valuation report.
• It is due to be settled within twelve months after the reporting Other retirement beneft is an unfunded scheme where a fxed
period, or amount is paid at the time of the separation. This fxed amount to be
paid is determined on basis of years of service and only applicable
• There is no unconditional right to defer the settlement of the to the shop foor workmen who has completed at least 5 years of
liability for at least twelve months after the reporting period. service.
The Company classifes all other liabilities as non-current. Other long-term employment benefts
Deferred tax assets and liabilities are classifed as non-current Employees have a statutory entitlement to payment of 90 days cash
assets and liabilities. equivalent of accumulated un-availed home leave and accumulated
2.2.15 Employment Benefts leave excess of 90 days will be encashed while in service. Also
employee have a statutory entitlement to payment of 45 days cash
The Company has schemes of employment benefts namely provident equivalent of accumulated sick leave and accumulated sick leave
fund, employee gratuity, other retirement beneft and accumulate excess of 45 days will be encashed while in service. The obligation is
leave payable as per employee service manual. calculated using the projected unit credit method and is discounted
Defned contribution schemes to its present value using yields available on Government Bond.
Service cost, interest cost and actuarial gain/loss are recognized in
Contributions to defned contribution schemes (Provident fund) are
the proft or loss statement.
charged to the proft or loss statement in the year to which they relate
as the company has no further defned obligations beyond monthly 2.2.16 Taxation
contributions. Contributions to defned contribution schemes for
Income Tax
local employees are deposited with Employees Provident Fund
(Karmachari Sanchaya Kosh). Income tax on the proft or loss for the year comprises current taxes
and deferred taxes. Income tax is recognized in the proft or loss
Contributions to provident and pension funds of managers seconded
statement except to the extent that it relates to items recognized
from Hindustan Unilever Limitedare paid into the provident/pension
directly to equity.


Figures in NPR
Current tax Income from services rendered is recognized based on agreements/
arrangements with the customers as the service is performed using
Current tax is the expected tax payable on the taxable income for the the proportionate completion method whenno signifcant uncertainty
year using tax rates at the balance sheet date and any adjustment to exists regarding the amount of theconsideration that will be derived
tax payable in respect of previous years. from rendering the service andis recognized net of value added tax.
Income tax rates applicable to company: Income earned from rendering Management & Marketing services to
a private limited company in Nepal for marketing and selling Unilever
Income from Manufacturing and sale of goods: 20% (2073/74: 20%) products is recognized on rendering of the services and grouped
Income from Service Charges on ELIDA Sales/access fees: 25% under the Other Income as ‘Service Charges on ELIDA Sales’. The
(2073/74: 25%) company incurs some cost for generating this income but the costs
are embedded with regular operating costs of the company.
The Company has availed the rebate of 15% on tax liabilities on
Income from Manufacturing and sale of goods under section 11 (3 Other income- Access fees
chha) of Income Tax Act, 2058. Income from access fees is recognized based on agreements/
Deferred tax arrangements with the customers on accrual basis when no
signifcant uncertainty exists regarding the amount of the
Deferred tax is provided using the balance sheet liability method, consideration that will be derived and is recognized net of value
providing for temporary differences between the carrying amounts added tax.
of assets and liabilities for fnancial reporting purposes and the
amounts used for taxation purposes. The amount of deferred tax Access fees is earned from granting right to access to the distribution
provided is based on the expected realization or settlement of the network of Unilever Nepal Limited to a private limited company
carrying amount of assets and liabilities using tax rates at the for the marketing and distribution of Unilever products imported
balance sheet date. from other countries as manufactured and/or marketed by holding
company of UNL and/or any parent group companies of UNL. This
The principal temporary difference arises from depreciation of fxed income is recognized based on sales made to UNL distributor by the
assets, provision for Variable Pay Allowance (VPA), provision for one- private limited company.
time retirement beneft, provision for leave encashment, allowance
for inventory obsolescence and other provision. Interest Income
A deferred tax asset is recognized only to the extent that it is probable Interest income is recognized on the time proportion basis
that future taxable profts will be available against which the asset 2.2.19 Expenses
can be utilized. Deferred tax assets are reduced to the extent that
it is no longer probable that the related tax beneft will be realized. Operating lease payments
2.2.17 Trade and other payables Payments made under operating leases are recognized in the proft
or loss statement on a straight-line basis over the term of the lease.
Trade and other payables are initially recognized at fair value and
subsequently carried at amortized cost. The carrying amount is Staff quarters
considered as approximate fair value due to short maturity of these Staff quarter is accounted in accordance with the provisions of
instruments. Labor Act, 2048. There is no requirement of allocating fund for staff
2.2.18 Revenue Recognition quarters as per the provision of new Labor Act enacted and effective
from September 4, 2017.
The following specifc criteria are used for the purpose of recognition
of revenue. Staff bonus
Sale of Goods Staff bonus is accounted in accordance with the provisions of the
Bonus Act, 2030. The Company has calculated and charged the staff
Revenue from sale of goods is recognized when the signifcant risks
bonus as below: -
and rewards of ownership of the goods have been transferred to
the buyer, the Company retains no effective control of the goods
transferred to a degree usually associated with ownership and 2074-75
no signifcant uncertainty exists regarding the amount of the Proft before Tax (PBT) 1,32,98,16,086
consideration that will be derived from the sale of goods. Add: Bonus allocation included in PBT 14,77,57,343
Signifcant risk and rewards of ownership is transferred upon the Less: Appropriation to Employees’ housing -
products leaving the carrying and forwarding agent (C&FA) and/ reserves
or factory and/or establishment from which the products are
being sold. However, for ensuring more effcient transportation of PBT for bonus calculation 1,47,75,73,429
products, the company at the request of the customer for economies Bonus @ 10%* 14,77,57,343
on freight, has arrange transportation for delivery of the products
* Till previous year, bonus was calculated @ 9.09% of PBT.
to the premises of the customer. In such event, it is agreed with
the customer that the title to the products shall be deemed to Provision for Corporate Social Responsibilities (CSR)
have passed on to the customer upon delivery of the products by
the company to the transporter, and this date shall be the date of CSR expenses is accounted as per Industrial Enterprises Act 2016
delivery of the products being sold at ex-depot. (2073 BS) (the “Act”) introduced with effect from November 22,
2016 repealing the Industrial Enterprises Act 1992 (2049 BS) (the
Sales are recognized net of trade discounts, price reduction, and
indirect coverage subsidy, rebates, Incentives, sales taxes and excise “Previous Act”).
duties (on goods manufactured and outsourced). Section 48 of Industrial Enterprises Act 2016 (2073 BS) makes it
Service Charges on ELIDA Sales mandatory to allocate 1% of the annual proft to be utilized towards
corporate social responsibility (the “CSR Requirement”).

68 SUBSIDIARY

Figures in NPR
The fund created for CSR is to be utilized on the basis of annual plans are widely held by general public.
and programs but in the sectors that are prescribed in the rules (B) Transactions with key management personnel
framed under the Act however, such sectors are yet to be specifed by
the rules. The progress report of the utilization of the fund collected Relationship Related Parties
for CSR is required to be submitted to the relevant government Holding Company Hindustan Unilever Ltd.
authorities within three months from expiry of the fnancial year.
Ultimate Holding Unilever PLC
The Company has calculated and allocated CSR as required by Company
Industrial Enterprises Act 2016 (2073 BS) as below: - Fellow and Group Unilever India Export Limited
Subsidiaries PT. Unilever Oleochemical, Indonesia
2074-75 Unilever UKCR limited, UK
Proft before Tax (PBT) 1,32,98,16,085 Unilever N.V, Netherland
Add: Actual CSR expenses excluding CSR 11,27,099 Unilever Asia Pvt. Ltd.
allocation as per Industrial Enterprise Act Significant Influence Sibkrim Land Ind. Co. (Pvt.) Ltd.
Add: CSR allocation as per Industrial 1,34,43,871 Company with a common National Soaps Industries (Pvt.) Ltd.
Enterprise Act director
PBT for CSR provision 1,34,43,87,055 Key Management Suyash Chauhan
Personnel (Resigned w.e.fNovember-17)
CSR allocation as per Industrial Enterprise 1,34,43,871 Ashish Rai (Joined
Act @ 1% w.e.fDecember-17)
Auditors’ remuneration and expenses Key Management Personnel compensation
2074-75 Current year Previous Year

Statutory Audit fees 4,25,000 (NPR) (NPR)
Short-term employee 2,97,79,035 2,22,57,602
Tax audit fees 2,10,000
benefits
Group reporting audit fees 1,90,000
Post-employment benefits Nil Nil
Fees for other audit related services 4,39,800 Other long-term benefits Nil Nil
Reimbursement of out-of-pocket expenses 8,16,600 Termination benefits Nil Nil
20,81,400 Share based payment Nil Nil
2.2.20 Related Party Transactions: Note: - The amounts disclosed in the table are the amounts
(a) Relationship recognized as an expense during the reporting period related to key
management personnel. Also, the liabilities for leave encashment
The company is controlled by Hindustan Unilever Limited which are provided on an actuarial basis for the company, so the amounts
owns 80% of the company’s shares. Sibkrim Land and Industrial Pvt. pertaining to the key management personnel are not included above.
Ltd holds 5% of the company’s share and remaining 15% of shares
(c) Other related party transactions
Transactions Outstanding Balance

Current Year Previous Current Year Previous Year
(NPR) Year (NPR) (NPR) (NPR)
Royalty 11,09,18,303 9,68,40,251 9,42,78,699 8,23,14,213
Holding company (HUL)
Dividend 93,54,31,200 75,12,91,200 - -
Ultimate holding
Royalty 2,43,03,474 1,91,96,325 2,06,57,953 3,25,95,122
company (Unilever PLC)
Purchase of Raw Materials from Unilever
36,58,849 90,77,050 - -
India Export Limited
Purchase of Raw Materials from PT.
1,60,66,923 1,89,26,512 - -
Fellow and Group Unilever Oleochemical
Subsidiaries Debit note for Training programme to
- 1,65,095 - 1,65,095
Marketers from Unilever UKCR limited, UK
Debit note from Unilever N.V, Netherland
- 18,36,005 - 18,36,005
for MCIP investment by ex-MD
Company with a common Processing Charges to National Soaps
4,62,099 - - -
director Industries (Pvt.) Ltd


Figures in NPR
Terms and conditions of transactions with related parties c. Value Added Tax (VAT) Matters
Outstanding balances at the year-end are unsecured and interest The Company has fled appeals with the Administrative Review
free and settlement occurs in cash. There have been no guarantees for additional demand raised by the LTO on account of VAT for the
provided or received for any related party receivables or payables. fnancial years 2065-66, 2066-67, 2067-68, 2069-70 and 2070-71.
For the year ended 16thJuly 2018, the Company has not recorded Detail of the same is as below:
any impairment of receivables relating to amounts owed by related
parties. This assessment is undertaken each fnancial year through Fiscal Year Case lying at Additional Recognised
examining the fnancial position of the related party and the market in Demand as Contingent
which the related party operates. Liability
2.2.21 Provisions and Contingencies 2008-09 Administrative 36,90,349 26,48,951
Provisions are recognized when there is a present obligation (legal (2065/66) Review, IRD
or constructive) as a result of a past event, it is probable that an 2009-10 Administrative 61,69,181 -
outfow of resources embodying economic benefts will be required (2066/67) Review, IRD
to settle the obligation and there is a reliable estimate of the amount 2010-11 Administrative 58,28,399 -
of the obligation. Provisions are measured at the best estimate of the (2067/68) Review, IRD
expenditure required to settle the present obligation at theBalance
Sheet date and discounted at a pre-tax rate refecting current market 2012-13 Administrative 1,45,98,453 -
assessments of the time value of money and risks specifc to the (2069/70) Review, IRD
liability. These are reviewed at each year end date and adjusted to 2013-14 Large Tax 14,78,210 -
refect the best current estimate. (2070/71) offcer (LTO)
Contingent liabilities are disclosed when there is a possible obligation 3,17,64,592 26,48,951
arising from past events, the existence of which will be confrmed only d. Employees Bonus Matters
by the occurrence or non-occurrence of one or more uncertain future
events not wholly within the control of the Company or a present The management had fled a writ petition with the Hon Supreme
obligation that arises from past events where it is either not probable Court against the verdict of Labor Court on a case fled by the
that an outfow of resources will be required to settle the obligation or workmen union opining that the provisions for employees’ bonus is
a reliable estimate of the amount cannot be made. not made in accordance with the law resulting in lower distribution
All the contingent liabilities and the guarantees given by the Company of bonus to employees. The Company had contested that it has been
to the third parties are disclosed in the notes to the fnancial making the provisions for Employees bonus as per the relevant law.
statements. This writ petition has been rejected by the Supreme Court, Company
is still awaiting fnal order from the Supreme Court.
Contingent Liabilities:
a. Unexpired Letters of Credits and acceptance a. Labor dispute case
Unexpired irrevocable letter of credit NPR 75,559,454 and acceptance There is an ongoing case from left staff against the company where
outstanding NPR 76,200,158 (2073-74 NPR 100,731,393 and NPR the employee was charged of fraud which is pending in Supreme
110,798,111, respectively). Court.
b. Income tax matters b. Bank guarantee issued on behalf of the Company
The Large Taxpayers Offce (“LTO”) has opened self-assessment Company has taken Bank guarantee amounting to NPR 300,000 valid
returns fled by the Company for the fnancial years 2065-66, 2066- till 15th June 2018 and issued to Department of customs for Exim
67, 2067-68, 2068-69, 2069-70 and 2070-71. Detail of the same is as code certifcate.
below:
2.2.22 Commitments
Fiscal Year Case lying at Additional Recognised The capital commitment (net of advances) on account of capital
Demand as Contingent works in expansion of the factory as on 32nd Ashad 2075 (16th July
Liability 2018) is NPR 44,405,040 (2073-74 NPR 38,726,720).
2008-09 Administrative 62,40,590 59,05,806
(2065/66) Review, IRD 2.2.23 Royalty
2009-10 Administrative 7,38,90,673 7,18,03,880 Royalty payable to Hindustan Unilever Limited, India and Unilever
(2066/67) Review, IRD PLC, London for use of trademark of certain products has been
2010-11 Administrative 9,69,45,591 7,40,18,627 accrued based on approval received from Department of Industry/
(2067/68) Review, IRD Nepal Government
2011-12 Administrative 9,04,44,408 6,97,29,814 2.2.24 Cash Flow Statement
(2068/69) Review, IRD
Cash fows are reported using the indirect method, whereby net proft
2012-13 Administrative 3,33,20,920 66,83,130 before tax is adjusted for the effects of transactions of a non-cash
(2069/70) Review, IRD nature and any deferrals of accruals of past or future cash receipts
2013-14 Large Tax 6,46,76,170 1,68,48,096 or payments. The cash fows from regular revenue generating &
(2070/71) offcer (LTO) investing activities of the company are segregated.
36,55,18,352 24,49,89,353

70 SUBSIDIARY

Figures in NPR
2.3 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES 2. COMMODITY PRICE RISK
The Company’s business activities expose it to a variety of The Company is exposed to the The objective of the
fnancial risks, namely liquidity risk, market risks and credit risk of changes in commodity Company is to minimize the
risk. The Company’s Board and senior management has overall prices in relation to its purchase impact of commodity price
responsibility for the establishment and oversight of the Company’s of its raw materials especially fluctuations. The Company
risk management. The Company’s risk management policies are vegetable oils/Linear Alkyl has undertaken various
established to identify and analyze the risks faced by the Company, Benzene Sulphonic Acid. cost savings programmes
to set appropriate risk limits and controls and to monitor risks and along with judicious pricing,
adherence to limits. Risk management policies and systems are without compromising on
reviewed regularly to refect changes in market conditions and the the competitiveness of brand
Company’s activities. investments, both in terms
of technology as well as
The Risk Management is done by the Company’s management that
advertising and promotion.
provides assurance that the Company’s fnancial risk activities are
governed by appropriate policies and procedures and that fnancial 3. INTEREST RATE RISK
risks are identifed, measured and managed in accordance with the Investment in fxed deposits at The Company invests in the
Company’s policies and risk objectives. fxed rates expose the Company term deposits for a period of
to fair value interest rate risk. less than one year and there is
The Board of Directors reviews and agrees policies for managing
no significant fair value interest
each of these risks which are summarized below.
rate risk pertaining to the said
Market risk deposits.
Company’s size and operations result in it being exposed to the The detail of forward exchange contracts outstanding as at balance
following market risks that arise from its use of fnancial instruments: sheet date are as under:
• Currency risk; USD/NPR EURO/NPR
• Commodity price risk; and Currency exchange
2074-75 2073-74 2074-75 2073-74
• Interest rate risk Number of Buy 4 12 - -
The above risks may affect the Company’s income and expenses, or contracts
the value of its fnancial instruments. The objective of the Company’s Aggregate “buy” 4,34,300 5,59,549 - -
management of market risk is to maintain this risk within acceptable foreign currency
parameters, while optimizing returns. The Company’s exposure to, Commodity price risk
and management of, these risks is explained below: -
The Company is affected by the volatility of certain commodities. Its
POTENTIAL IMPACT OF RISK MANAGEMENT POLICY operating activities require the ongoing purchase of raw materials
1. CURRENCY RISK and therefore require a continuous supply of the same.
The Company is subject to the The Company is exposed The Company manages this risk by purchasing materials and
risk that changes in foreign to foreign exchange risk supplies from the supplier identifed by the group and the Company
currency values impact the arising from various currency has long term relation with the supplier.
Company’s imports of raw exposures, primarily with Credit risk
material and property, plant respect to US Dollar and Euro.
and equipment. Credit risk is the risk that a counterparty will not meet its obligations
The aim of the Group’s approach under a fnancial instrument or customer contract, leading to a
As at 32nd Ashad, 2075, there to management of currency risk monetary loss. The Company is exposed to credit risk from its
is no unhedged exposure to the is to leave the Company with no operating activities (primarily for trade receivables) and from its
Company on holding fnancial material residual risk. This aim fnancing activities, including deposits with banks and fnancial
assets (trade receivables) and has been achieved in all years institutions.
liabilities (trade payables) presented.
other than in their functional Trade receivables
The Company manages
currency. Customer credit risk is managed by the Company’s established policy,
currency exposures within
prescribed limits, through use procedures and control relating to customer credit risk management.
of forward exchange contracts. Credit quality of the customer is assessed and individual credit limits
Foreign exchange transactions are defned in accordance with this assessment.
are fully covered with strict Outstanding customer receivables are regularly monitored and
limits placed on the amount of shipments to all customers are covered by bank guarantees.
uncovered exposure, if any, at
Cash deposits
any point in time.
Credit risk from balances with banks and fnancial institutions
are managed by maintaining the balances with highly reputed
Commercial banks only.


Figures in NPR
Investment in fxed deposits 2.5.2 Production/Purchases of Finished Goods
Credit risk for investments in fxed deposits are managed by
Current Previous
depositing the amount with highly reputed Commercial banks only.
Year(Mt) Year(Mt)
Liquidity risk Detergents/Scourers/ 18,174 18,466
Liquidity risk is the risk that the Company will face in meeting its Laundry*
obligations associated with its fnancial liabilities. The Company’s Toilet Soaps 5,461 5,075
approach to managing liquidity is to ensure that it will have suffcient
Personal Products 6,551 5,885
funds to meet its liabilities when due without incurring unacceptable
losses. In doing this, management considers both normal and 30,186 29,426
stressed conditions. A material and sustained shortfall in our cash *Produced at third Party locations
fow could create potential business continuity risk.
2.5.3 Sales
The Company maintained a cautious funding strategy, with a positive
cash balance throughout the year ended 32nd Ashad, 2075 and 31st Current Year Previous Year
Ashad, 2074. This was the result of cash delivery from the business. M.T. NPR M.T. NPR
Cash fow from operating activities provides the funds to service the
Detergents/ 18,124 1,15,63,56,706 18,858 1,10,80,06,908
fnancing of fnancial liabilities on a day-to-day basis.
Scourers/
The Company’s Finance department regularly monitors the cash Laundry
position to ensure it has suffcient cash on-going basis to meet Toilet Soaps 5,388 1,22,34,45,561 4,849 1,09,93,79,145
operational needs. Any short-term surplus cash generated by the
Personal 6,444 2,67,31,62,521 5,576 2,37,95,77,460
operating entities, over and above the amount required for working
Products
capital management and other operational requirements, are
retained as cash and cash equivalents (to the extent required) and Less: (18,45,61,688) (14,45,88,998)
any excess is invested in interest bearing term deposits to optimize incentive,
its cash returns on investments. The said investments are made discount and
in instruments with appropriate maturities or suffcient liquidity to others
provide suffcient head-room as determined by the above-mentioned 29,957 4,86,83,13,100 29,283 4,44,23,74,515
forecasts. 2.5.4 Closing Stock of FG
2.4 SEGMENT REPORTING Current Year Previous Year
The Company has only one business segment i.e. dealing in Fast- M.T. NPR M.T. NPR
moving consumer goods (FMCG). The FMCG business mainly
*Detergents/ 691 3,21,45,934 512 3,45,95,582
consists of products like detergents, scourers, laundry soaps,toilet
Scourers/
soaps, skin care creams and other personal products. All these
Laundry
products have similar risks and returns because of similar nature
of products, common consumer segments, similar production Toilet Soaps 585 8,99,64,669 642 10,38,26,355
processes and common distribution channel. The chief operating Personal 579 11,30,34,587 472 9,92,90,683
decision maker and all functional managers reviews the operating Products
results of the business as a whole. Further, internal organizational 1,855 23,51,45,190 1,626 23,77,12,620
and management structure of the Company is not based on product *Produced at third party manufacturing locations
differentiation.
2.5.5 Material Consumed
2.5 ADDITIONAL INFORMATION
Current Year Previous Year
2.5.1 Licensed/Installed Annual capacities
M.T. NPR M.T. NPR
Licensed Capacity Installed Capacity Raw, 25,386 1,82,94,60,419 25,642 1,74,34,45,813
Current Previous Current Previous Chemicals,
Year(Mt) Year(Mt) Year(Mt) Year(Mt) Perfumes etc.
Packing - 72,59,85,276 - 63,52,65,723
Detergents/ 52,950 52,950 42,500 35,500
Materials
Scourers/Laundry
Net Change in (83) (69,99,152) (8) (29,32,467)
Toilet Soaps 10,000 10,000 10,000 10,000 WIP
Personal Products 18,231 18,231 10,335 10,035 Finished (229) 25,67,430 (144) (10,60,46,731)
Goods
Soap Noodles 11,660 11,660 11,660 11,660
Variance
Tea 5,000 5,000 - - 25,074 2,55,10,13,973 25,490 2,26,97,32,338
Vanaspati 10,000 10,000 - -

72 SUBSIDIARY
NOTES
to Financial Statements year ended 32 Ashad 2075 (16 July 2018)
Figures in NPR
3 PROPERTY, PLANT AND EQUIPMENT:
Plant and Offce Furniture Under

Land Buildings Computers Total
Machinery equipment and fxtures Constuction
Cost
Balance at 1st
Shrawan 2073 56,15,140 15,16,69,621 51,94,39,408 1,17,94,180 45,22,925 1,70,14,377 8,51,46,292 79,52,01,943
Additions - 18,52,294 79,30,064 13,28,709 17,79,416 8,88,082 10,69,70,609 12,07,49,174
Transfer to PPE - - -
Disposals - - (2,08,50,934) (4,02,693) (2,56,964) (13,25,384) - (2,28,35,975)
Balance at 31st
Ashad 2074 56,15,140 15,35,21,915 50,65,18,538 1,27,20,196 60,45,377 1,65,77,075 19,21,16,901 89,31,15,142
Additions - 7,11,845 7,17,74,410 29,62,251 54,51,796 26,09,410 3,23,69,359 11,58,79,071
Transfer to PPE - - 17,75,70,287 - - (17,75,70,28) -
Disposals - - - - - (1,52,000) - (1,52,000)
Balance at 32nd
Ashad 2075 56,15,140 15,42,33,760 75,58,63,235 1,56,82,447 1,14,97,173 1,90,34,485 4,69,15,973 1,00,88,42,213
Depreciation and
impairment losses
Balance at 1st
Shrawan 2073 - 7,49,99,336 21,68,73,636 91,10,858 31,16,673 1,12,00,930 - 31,53,01,433
Charge for the year - 29,86,839 2,73,14,734 3,27,209 1,73,046 17,13,230 - 3,25,15,058
Transfer to PPE -
Disposals - - (1,61,63,112) (3,56,726) (2,02,543) (13,19,683) - (1,80,42,064)
Balance at 32nd
Ashad 2074 - 7,79,86,175 22,80,25,258 90,81,341 30,87,176 1,15,94,477 - 32,97,74,427
Charge for the year - 30,37,159 3,66,39,830 5,09,974 3,64,080 20,35,578 - 4,25,86,621
Transfer to PPE - - - - - - - -
Disposals - - - - - (92,528) - (92,528)
Balance at 32nd
Ashad 2075 - 8,10,23,334 26,46,65,088 95,91,315 34,51,256 1,35,37,527 - 37,22,68,520
Net book value
At 31st Ashad 2074 56,15,140 7,55,35,740 27,84,93,280 36,38,855 29,58,201 49,82,598 19,21,16,901 56,33,40,715
At 32nd Ashad 2075 56,15,140 7,32,10,426 49,11,98,147 60,91,132 80,45,917 54,96,958 4,69,15,973 63,65,73,693
Gross carrying amount of any fully
depreciated property, plant and
equipments that are still in use - 10,16,22,499 66,08,905 11,58,122 78,16,098 - 11,72,05,624
Property, Plant and Equipment under construction
The net book value of assets under construction includes amount of NPR 4.69 crore majorly relating detergent power cascade (NPR 0.97
crore), centrally driven quality initiative (Vision Camera) (NPR 0.60 crore) and Infrastructure for Vim bar formulation (Labsa holding in tank)
(NPR 0.58 crore), which is currently under installation. The cost of the assets will be depreciated once the machine is installed and available
for use.

NOTES
Figures in NPR
4 INTANGIBLE ASSETS:
Computer Software Total
Balance at 31st Ashad 2073 21,94,132 21,94,132
Additions - Externally acquired 2,12,000 2,12,000
Other acquisitions internally developed - -
Additions - Externally acquired 1,64,91,878 1,64,91,878
Disposals - -
Balance at 32nd Ashad 2075 1,88,98,010 1,88,98,010
Amortisation and impairment losses
Balance at 31st Ashad 2073 3,755 3,755
Charge for the year 4,71,646 4,71,646
Disposals - -
Charge for the year 25,05,435 25,05,435
Disposals - -
Balance at 32nd Ashad 2075 29,80,836 29,80,836
Net book value
At 31st Ashad 2074 19,30,731 19,30,731
At 32nd Ashad 2075 1,59,17,174 1,59,17,174
Gross carrying amount of any fully amortised intangibles that are still in use - -
5 INVESTMENTS
Maturity Period Interest rate 2074-75 2073-74
Fixed Deposits in banks 1 Year 10% 3,10,50,820 3,93,12,104
6 months 9% to 10.5% 80,33,86,302 1,12,11,81,506
83,44,37,122 1,16,04,93,610
Of the total investment in fxed deposits, NPR 3,10,00,000 (2073-74: NPR 3,91,00,000) has been pledged with a bank for the purpose of
extending housing loans to the employees.
6 DEFERRED TAX ASSETS:

Deferred tax is calculated on temporary differences using a tax rate of 17% (2074: 17%). Deferred tax assets have been recognized in respect
of all tax losses and other temporary differences giving rise to deferred tax assets where the management believe it is probable that these
assets will be recovered.
2074-75 2073-74
Reconciliation of deferred tax assets
Opening Balance as on 31 Ashad 1,59,49,220 77,54,405
Tax income/(expense) during the period recognized in proft or loss (1,44,15,867) 81,94,815
Closing balance as on 32 Ashad 15,33,353 1,59,49,220

74 SUBSIDIARY
NOTES
Figures in NPR
Details of the deferred tax liability, amounts recognized in proft or loss and amounts recognized in other comprehensive income are as
follows:
Asset/ (Liability) Charged/Credited

to Proft or Loss
2074-75 2074-75
Fixed Assets (2,10,41,656) (1,11,92,778)
Intangible assets (6,66,095) (5,93,988)
Allowance for Obsolescence 1,51,76,020 5,91,947
Provision for leave encashment 13,87,217 (3,01,686)
Provision for other retirement benefts 6,73,877 (1,21,395)
Provision for CSR expenses 46,55,196 22,83,523
Other provisions 13,48,796 (50,81,489)
15,33,353 (1,44,15,867)
Asset/ (Liability) Charged/Credited

to Proft or Loss
2073-74 2073-74
Fixed Assets (98,48,879) (14,79,571)
Intangible assets (72,107) (31,301)
Allowance for Obsolete Inventory 1,45,84,072 21,30,075
Provision for leave encashment 16,88,903 3,45,629
Provision for other retirement benefts 7,95,272 96,939
Provision for CSR expenses 23,71,673 23,71,674
Other provisions 64,30,285 47,61,370
1,59,49,219 81,94,815
7 OTHER NON-CURRENT ASSETS:
2074-75 2073-74
Capital advance 40,63,414 5,93,001
40,63,414 5,93,001
8 INVENTORIES:
2074-75 2073-74
Raw materials 26,99,17,639 20,44,73,022
Packing materials 20,54,30,021 14,11,98,829
Work-in-process 1,94,76,773 1,24,77,621
Finished goods 23,51,45,190 23,77,12,620
Goods in transit 8,60,54,095 8,25,84,078
Promotional Materials 10,97,324 10,97,324
Stores and Spares 2,38,86,160 2,62,70,806
Less: Allowance for Obsolescence (8,92,70,703) (8,57,88,661)
75,17,36,499 62,00,25,639
Inventories and Trade receivables are pledged against outstanding Letter of Credit as detailed in note no. 2.2.21.
The allowance for Obsolescence has been created for stocks which has been expired or damaged or unusable for any reasons and based on
the book value of that inventory.

NOTES
Figures in NPR
9 TRADE AND OTHER RECEIVABLES:
2074-75 2073-74
Trade receivables 36,54,58,298 60,47,20,483
Other receivables - Elida Nepal Pvt. Ltd 19,96,64,223 6,02,16,871
Loans and Advances to Employee 17,95,926 20,81,648
Advance to suppliers 1,87,63,709 62,14,808
VAT and Custom Deposits 1,04,56,368 13,29,659
Other deposit 1,92,384 1,92,384
Other Advances Recoverable in cash or kind of value to be received 89,27,433 55,22,214
60,52,58,341 68,02,78,067
a) The fair values of all the above fnancial assets are equal to their carrying amounts.
b) All the trade receivables are secured against bank guarantees. They are neither past due nor impaired.
c) Inventories and Trade receivables are pledged against outstanding Letter of Credit as detailed in note no. 2.2.21.
d) Trade receivables are non-interest bearing within the credit period ranging from 21 to 35 days. After credit period interest is charged at
the rate 15% p.a.
10 CASH AND CASH EQUIVALENTS:
2074-75 2073-74
Cash at banks 30,37,04,205 24,16,52,786
Cash on hand 9,715 83,958
30,37,13,920 24,17,36,744
11 BANK BALANCE OTHER THAN CCE
2074-75 2073-74
Unpaid dividend account 3,75,28,418 3,48,92,484
Housing loan account 95,43,381 -
4,70,71,799 3,48,92,484
12 SHARE CAPITAL:
2074-75 2073-74
(a) Authorised Shares
Ordinary shares of Rs. 100 each 30,00,00,000 30,00,00,000
(b) Ordinary shares Subscribed and Paid-up Capital
Ordinary share Ordinary share
capital
31 Ashad 2073 9,20,700 9,20,70,000
Share issue - -
31 Ashad 2074 9,20,700 9,20,70,000
Share issue - -
32 Ashad 2075 9,20,700 9,20,70,000
Of Which:
7,36,560 shares held by Hindustan Unilever Limited, Mumbai, india
46,035 shares held by Sibkrim Land and Industrial Company Pvt. Ltd.
1,38,105 shares held by the general public

76 SUBSIDIARY
NOTES
Figures in NPR
12 RETAINED EARNINGS & RESERVES:
Employees' housing Retained Earnings Total

reserve
Balance at 31st Ashad 2073 72,57,76,497 1,23,11,42,143 1,95,69,18,640
Proft for the year - 96,52,30,306 96,52,30,306
Other comprehensive income - (8,33,833) (8,33,833)
Transfer to Employees' Housing Reserve 7,12,89,228 (7,12,89,228) -
Dividends to shareholders - (93,91,14,000) (93,91,14,000)
Balance at 31st Ashad 2074 79,70,65,725 1,18,51,35,388 1,98,22,01,113
Proft for the year - 99,93,77,544 99,93,77,544
Other comprehensive income - 1,23,443 1,23,443
Transfer to Employees' Housing Reserve (10,06,400) - (10,06,400)
Dividends to shareholders - (1,16,92,89,000) (1,16,92,89,000)
Balance at 32nd Ashad 2075 79,60,59,325 1,01,53,47,375 1,81,14,06,700
(a) Retained earnings

All other net gains and losses and transactions with owners (e.g. dividends) not recognized elsewhere.
(b) Employees’ housing reserve
Employees housing reserve were made up to the fnancial year 2016-17 as per section 41 of the Labor act 2048. As per new Labor Act, 2074
enacted on September 4, 2017, allocation of employees housing reserve is not required, so the Company has not made such allocation from
this fnancial year.
14 PROVISIONS:
Non-current
2074-75 2073-74
Provision for employee benefts
Provision for Other Retirement Benefts (Refer Note 25) 39,08,428 42,85,070
Provision for Leave Encashment 72,35,651 86,63,332
1,11,44,079 1,29,48,402
Current
2074-75 2073-74
Provision for employee benefts:
Provision for Other Retirement Benefts (Refer Note 25) 55,554 3,92,998
Provision for Leave Encashment 9,24,451 12,71,393
Other Provisions:
Provision for sales return (Refer Note A below) - 1,10,26,881
Provision for CSR expenses (Refer Note 2.2.19) 2,73,83,507 1,39,51,021
Miscellaneous provisions (Refer Note B below) 25,05,55,407 13,36,89,711
27,89,18,919 16,03,32,004
A. Provision for sales return
Till last fnancial year, provision for sales return was recognised for expected claims on account of damage or expiry of products sold during
the last two years, based on past experience of the level of claims or returns. It is expected that most of these costs will be incurred
in the next fnancial year and all will have been incurred within two years after the reporting date. Assumptions used to calculate the
provision for sales returns were based on current sales levels and current information available about returns for all products sold.
During current year , no additional provision for sales return has been made and all old provision has utilised and reversed.

NOTES
Figures in NPR
B. Miscellaneous provisions
This primarily includes provision for settlement of ongoing cases of Custom, VAT and other matters based on the best estimates of probable
liablity against cases that are considered as weak.
The table below gives information about movement in other provisions:
Provision for sales return Miscellaneous provisions

2074-75 2073-74 2074-75 2073-74
At the beginning of the year 1,10,26,881 1,17,89,236 13,36,89,711 3,07,35,490
Recognized during the year - 2,77,00,000 24,86,52,430 12,38,60,106
Utilized during the year (74,00,000) (2,84,62,355) (11,95,41,372) (80,90,145)
Reversed during the year (36,26,881) - (1,22,45,402) (1,28,15,740)
At the end of the year - 1,10,26,881 25,05,55,367 13,36,89,711
Current portion - 1,10,26,881 25,05,55,367 13,36,89,711
Non - current portion - - - -
15 TRADE AND OTHER PAYABLES:

2074-75 2073-74
Creditors for Goods and Services 27,07,90,705 26,29,48,329
Creditors for Expenses and Other Liabilities 22,67,95,920 32,51,22,047
Advance from Customers 2,63,25,604 52,09,070
Bonus payable 14,77,57,343 11,89,45,301
Employee related accruals 77,83,700 92,72,803
Deposit - Others 5,00,000 5,00,000
Royalty Payable 11,49,36,651 11,49,09,335
Audit fees payable 7,80,643 6,33,698
Others Payable 9,84,74,429 9,70,72,579
TDS Payable 1,12,86,556 1,86,90,281
Excise duty payable 2,15,03,997 -
Gratuity payable 1,56,74,804 -
VAT Payable 65,13,119 3,21,25,706
Unclaimed Dividend 2,77,91,252 3,40,19,198
97,69,14,723 1,01,94,48,347
a) The fair values of all the above fnancial liabilities are equal to their carrying amounts.
b) Trade payables (other than creditors for goods and services) are non-interest bearing and are normally settled on 30 to 60 day terms
c) Gratuity payable is the net balance after deducting NPR 2,50,83,669 which is balance amount in Gratuity Fund maintained with Citizen
Investment Trust (CIT).
16 REVENUE FROM OPERATIONS:
2074-75 2073-74
Sale of goods 5,06,87,31,150 4,59,79,52,532
Less: Discount and Incentives (20,04,18,049) (12,78,78,015)
Less: Provision for sales return - (2,77,00,000)
4,86,83,13,101 4,44,23,74,517
No individual customer accounted for more than 10% of the gross sale of goods during the year except sale of goods to Suyash International
Pvt. Ltd. which accounted for 16.98% (2073-74: 20.07%) of total sale of goods.

78 SUBSIDIARY
NOTES
Figures in NPR
17 OTHER INCOME
2074-75 2073-74
Proft/(Loss) on fxed assets sold, scrapped, etc. (net) (59,472) 3,61,583
Sale of Scrap 1,86,16,950 1,79,05,386
Elida Service Income 36,34,45,989 54,30,56,856
Access fee 41,28,943 49,18,815
Interest Income on bank deposits 7,64,83,790 5,06,46,805
Provision write back 1,58,72,283 -
Miscellaneous income 88,35,742 94,42,565
48,73,24,225 62,63,32,010

2074-75 2073-74
Raw materials consumed 1,82,94,60,419 1,74,34,45,813
Packing materials consumed 72,59,85,276 63,52,65,723
Allowance for Inventory Obsolescence 34,97,865 1,32,70,275
2,55,89,43,560 2,39,19,81,811
19 CHANGES IN INVENTORIES OF FINISHED GOODS (INCLUDING STOCK-IN-TRADE) AND WORK-IN-PROGRESS)

2074-75 2073-74
Opening inventories
Finished goods 23,77,12,620 13,16,65,889
Work-in-progress 1,24,77,621 95,45,154
Closing inventories
Finished goods (23,51,45,190) (23,77,12,620)
Work-in-progress (1,94,76,773) (1,24,77,621)
(44,31,722) (10,89,79,198)

2074-75 2073-74
Salaries and wages 18,30,84,214 20,31,26,737
Staff Bonus (Refer Note 2.2.19) 14,77,57,343 11,89,45,302
Contribution to provident, gratuity and other funds 2,64,63,047 97,05,813
Defned benefts plan expenses (Refer Note 25) (4,15,641) 33,47,638
Workmen and staff welfare expenses 1,23,80,098 1,21,73,296
36,92,69,061 34,72,98,786

NOTES
Figures in NPR
21 OTHER EXPENSES
2074-75 2073-74
Advertising and sales promotion 37,68,54,064 41,14,17,130
AGM Expenses 14,45,770 15,97,117
Audit Fees & Expenses 20,81,400 12,00,866
Board Meeting Expenses 17,57,046 10,98,383
Carriage and freight 13,94,38,315 12,56,78,158
CSR Expenses (Refer Note 2.2.19) 1,45,59,585 1,54,14,908
Electricity, Fuel & Water 4,63,64,028 4,74,55,077
Fixed Assets W/Off - 47,93,911
Foreign exchange loss/(gain) (2,66,445) 31,17,477
Insurance 1,40,35,396 1,20,40,570
Legal Expenses 41,62,522 16,73,656
Processing charges 15,99,14,351 14,93,03,336
Professional Services 2,65,19,316 1,55,60,529
Quality Control Charges 4,92,785 9,21,663
Rent 3,27,62,493 2,24,02,460
Repairs others 2,60,640 6,95,707
Repairs to building 18,17,745 24,29,345
Repairs to plant and equipment 2,11,05,812 3,47,26,180
Royalty 13,52,19,591 11,60,36,576
Security Expenses 89,38,886 83,10,112
Telephone Expenses 43,12,384 39,81,582
Travelling, Conveyance and Accommodation Expenses 4,95,82,553 5,57,02,968
Other Expenses 1,55,90,049 10,91,65,391
1,05,69,48,286 1,14,47,23,099
22 INCOME TAX

2074-75 2073-74
Current tax expense
Current tax on profts for the year 24,80,54,898 26,41,74,674
Adjustment for under provision in prior periods 6,79,68,181 3,94,84,759
Total current tax 31,60,23,079 30,36,59,433
Deferred tax expense
Origination and reversal of temporary differences 1,44,15,462 (46,38,292)
Recognition of previously unrecognized deferred tax assets - (35,56,119)
Total tax expense for the year 33,04,38,541 29,54,65,022
Reconciliation of tax expense and the accounting proft multiplied by Company’s tax rate for 2073-74 and 2074-75:

80 SUBSIDIARY
NOTES
Figures in NPR

2074-75 2073-74
Accounting proft before income tax excluding Elida service income 96,22,41,153 71,27,19,656
Other service income 36,75,74,932 54,79,75,671
At Company's statutory income tax rate of 17% for normal operation and 25% for service
income (2073-74: 18% and 21.25%) 25,54,74,729 23,76,07,172
Adjustment in respect of Repair & Maintenance allowed upto 7% of respective
depreciation base of the pool of the assets - 27,26,250
Adjustment in respect of Depreciation allowed as per the rate prescribed under Income
Tax Act (1,07,91,542) (52,21,359)
Adjustment in respect of Inventory 5,91,947 21,30,075
Adjustment in respect of provision for sales return (18,74,570) 47,09,000
Adjustment in respect of provision for leave encashment (3,01,686) 3,45,629
Adjustment in respect of provision for other retirement benefts (1,21,395) 96,939
Adjustment in respect of CSR provisions 22,83,523 23,71,674
Adjustment in respect of other provisions 22,29,762 1,75,02,218
Adjustment of Donation and CSR expenses 1,91,607 2,48,861
Adjustment for Fixed Assets written off 10,110 8,14,964
Other non-deductible expenses for tax purposes 3,62,413 8,43,251
24,80,54,898 26,41,74,674
Income tax expense reported in the statement of proft or loss 24,80,54,898 26,41,74,674
Income tax liability (net of advance taxes):

2074-75 2073-74
Income Tax Liability 2,25,79,30,452 2,43,78,38,059
Less: Advance Income Tax (2,22,53,43,676) (2,38,30,09,516)
3,25,86,776 5,48,28,543
23 DECLARED DIVIDENDS AND PROPOSED DIVIDENDS

2074-75 2073-74
Declared and approved for during the year:
Dividends on ordinary shares: Final dividend for 2073-74: NPR. 1,270 per share (2072-73: 1,16,92,89,000 93,91,14,000
NPR. 1,020 per share)
Proposed for approval at the annual general meeting (not recognised as a liability as at
balance sheet date):
Dividends on ordinary shares:
Proposed dividend for 2074-75: 700 per share (2073-74: 1,270 per share) 64,44,90,000 1,16,92,89,000

Basic EPS amounts are calculated by dividing the profit for the year attributable to ordinary equity holders of the company by the weighted
average number of ordinary shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to
ordinary and potential equity holders of the company by the weighted average number of ordinary shares outstanding during the year plus the
weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used in the basic and diluted EPS computations:

NOTES
Figures in NPR
Continuing Continuing
Operations 2075 Operations 2074
Numerator
Proft for the year and earnings used in basic EPS 99,93,77,544 96,52,30,306
Add: Interest on convertible debt - -
Less: Tax effect of above items - -
Earnings used in diluted EPS 99,93,77,544 96,52,30,306
Denominator
Weighted average number of shares used in basic EPS 9,20,700 9,20,700
Convertible debt - -
Employee share options - -
Contingent share consideration on business combinations - -
Weighted average number of shares used in diluted EPS 9,20,700 9,20,700
Basic and diluted earnings per share 1,085.45 1,048.37
25 POST EMPLOYMENT BENEFIT PLANS

As per the provision of new Labor Act enacted and effective from September 4, 2017, gratuity plan has been converted into contribution plan
from defined benefit plan. Contribution of 8.33% of basic salary needs to be deposited on monthly basis to the separate Social Security Fund.
Total gratuity obligation calculated as per previous labor act till the transition date also needs to be deposited to the Social Security Fund. As
on date, the procedure for depositing in social security fund has not been finalised by the Government of Nepal, so the Company has set aside
obligation amount (net of fund balance in CIT) as statutory dues payable in current liabilities.
From this year onwards, defined benfit plans only consits of other retirement benefit plan and following tables summarise the components of
net benefit expense recognised in the statement of income and amounts recognised in the statement of financial position:
2074-75 changes in the defned beneft obligation and Fair value of plan assets
Re-
measurement
Beneft cost charged to income statement
gain/(losses)
Balance at in OCI Sub-total Balance at
Benefts
31 Ashad included 32 Ashad
Sub-total paid
2074 in OCI 2075
Service Past Net included Experience
cost Service cost Interest in proft or adjustments
loss
Other retirement
beneft obligation 46,78,068 2,84,538 (11,25,927) 4,25,749 (4,15,641) (1,75,003) (1,23,443) (1,23,443) 39,63,982
Beneft Liability 46,78,068 2,84,538 (11,25,927) 4,25,749 (4,15,641) (1,75,003) (1,23,443) (1,23,443) 39,63,982
2073-74 changes in the defned beneft obligation and Fair value of plan assets
Re-
measurement
Beneft cost charged to income statement
gain/(losses)
Balance at in OCI Sub-total Balance at
Benefts
31 Ashad included 32 Ashad
Sub-total paid
2073 in OCI 2074
Service Past Net included Experience
cost Service cost Interest in proft or adjustments
loss
Other retirement
beneft obligation 41,07,837 2,80,624 - 3,77,030 6,57,654 (65,000) (22,423) (22,423) 46,78,068
Beneft Liability 41,07,837 2,80,624 - 3,77,030 6,57,654 (65,000) (22,423) (22,423) 46,78,068

82 SUBSIDIARY
NOTES
Figures in NPR
The principal assumptions used in determining post-employment beneft obligations for the Company’s plans are shown
below:
2074-75 2073-74
Discount rate 9.50% 9.50%

The estimates of future salary increases, considered in actuarial valuation, take account of infation, seniority, promotion and other rele-
vant factors, such as supply and demand in the employment market.
A quantitative sensitivity analysis for significant assumption at the end of the reporting period is as shown below:
Assumptions Discount rate

0.5% 0.5%
Sensitivity Level Increase Decrease
Impact on Defned beneft obligation - Other retirement benefts (173,622) 184,325
The sensitivity analyses above have been determined based on a method that extrapolates the impact on net defined benefit obligation as a
result of reasonable changes in key assumptions occurring at the end of the reporting period.
The following payments are expected contributions to the defined benefit plan in future years:
Defned beneft obligation - other retirement beneft
2074-75 2073-74
Within the next 12 months (next annual reporting period) 55,554 3,92,998
Between 2 and 5 years 12,60,556 18,21,820
Between 6 and 9 years 22,48,900 36,49,699
Beyond 10 years 87,71,401 54,78,906
Weighted average duration of the above defned beneft obligation 9.22 years 7.08 years


Lakme Lever Private Limited

Pushkaraj Shenai – Whole-Time Director M/s. BSR & Co. LLP Unilever House,
Asha Gopalakrishnan – Director and Chief Financial Officer B. D. Sawant Marg, Chakala,
Yogesh Mishra – Director Andheri (East),
V. Kannan – Independent Director Mumbai – 400099
Nikhilesh Panchal – Independent Director
To the Members,
FINANCIAL RESULTS
(` lakhs)
Revenue from Operations 26,828.48 24,909.42

Profit before taxation 1,082.78 1,005.64
Profit after taxation 960.78 2,261.47
Profit for the year 960.78 2,261.47
Profit & Loss Account balance brought forward from previous year (5,874.47) (8,135.94)
Profit & Loss Account balance carried forward (4,913.69) (5,874.47)
OPERATIONAL REVIEW DIVIDEND

The Company is a 100% subsidiary of Hindustan Unilever Limited The Directors did not recommend any dividend for the year under
(HUL). The Company is engaged in Salons business and also review.
operates a manufacturing unit at Gandhidham which carries out job
work operations for HUL manufacturing toilet soaps, bathing bars THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
and detergent bars. During the year, Mr. Alok Joshi and Mr. Dinesh Thapar resigned as
The Company had over 430 owned / managed and franchisee salons. the Directors of your Company with effect from 30th August, 2018
The Company has continued to expand its salons business across and 25th February, 2019, respectively. The Board placed on record
markets with close to 100 new salons in the year. The Lakme Salon its sincere appreciation for the services rendered by Mr. Alok Joshi
‘Showstopping Bride’ collection was launched at Lakme Fashion and Mr. Dinesh Thapar during their tenure as the Directors of your
Week in collaboration with leading designer Ms. Payal Singhal with Company.
the Shaadi anthem by acclaimed musician Raftaar. The ‘Runway Mr. Yogesh Mishra and Ms. Asha Gopalakrishnan were appointed as
Rewards’ club was relaunched with attractive benefits for members the Additional Directors on the Board of your Company with effect
across tiers. Compelling thematic campaigns like Good Hair Day, from 30th August, 2018 and 7th March, 2019, respectively, to hold
Happy New You and BFF - Best Face Forward helped drive growth. office upto the forthcoming Annual General Meeting of the Company.
Customer delight as measured by the Net Promoter Score and
Magic Moments improved significantly over the previous year. Your Being eligible, Mr. Yogesh Mishra and Ms. Asha Gopalakrishnan,
Company continues to derive support from HUL to drive growth in have provided their consent and offered themselves for appointment
this attractive market opportunity. as Directors of the Company. Based on the recommendation
of the Nomination and Remuneration Committee, the Board
CHANGE IN REGISTERED OFFICE recommended the appointment of Mr. Yogesh Mishra and
Ms. Asha Gopalakrishnan as Directors of the Company and
The Board of Directors had at its meeting held on 25th April, 2019
the resolution proposing aforesaid appointments pursuant to
decided to change the Registered Office of the Company from Shree
Section 152 of the Companies Act, 2013 forms part of the Notice of
Niwas House, 1st Floor, H. Somani Marg, Fort, Mumbai - 400 001
Annual General Meeting.
to Unilever House, B. D. Sawant Marg, Chakala, Andheri (East),
Mumbai – 400 099 with effect from 25th April, 2019, which is within During the year, Ms. Asha Gopalakrishnan was also appointed
the local limits of Mumbai for ease of operations and for carrying out as the Chief Financial Officer of the Company with effect from
the business of the Company more conveniently.
Annual Report 2018-19 Lakme Lever Private Limited

84 SUBSIDIARY
26th February, 2019 in place of Mr. Dinesh Thapar who resigned as carry out clearly defined roles which are considered to be performed
the Chief Financial Officer with effect from 25th February, 2019. by Members of the Board, as a part of good governance practice. The
Board is informed about the summary of the discussions held in the
In terms of the requirements of the Companies Act, 2013
Committee Meetings. The minutes of the meetings of all Committees
the Independent Directors of the Company were appointed for a
are placed before the Board for review. The Board Committees can
period of five years on 31st March, 2015. Such term of appointment
request special invitees to join the meeting, as appropriate.
of the Independent Directors shall come to an end on
30th March, 2020. In view of the same, the Board of Directors The Board has established the following statutory Committees:-
have basis the recommendation of the Nomination and
Remuneration Committee proposed to re-appoint Mr. V. Kannan and Audit Committee
Mr. Nikhilesh Panchal as the Independent Directors of the Company In accordance with the provisions of Section 177 of the
for a second term. A resolution proposing re-appointment of Companies Act, 2013 the Audit Committee of your Company
Independent Directors of the Company for the second term of five comprises Mr. Nikhilesh Panchal, Mr. V. Kannan and
consecutive years pursuant to Section 149(6) of the Companies Act, Ms. Asha Gopalakrishnan as its Members.
2013 forms part of the Notice of Annual General Meeting.
During the year, Ms. Asha Gopalakrishnan was appointed as a
The Independent Directors of your Company have given the Member of the Committee in place of Mr. Dinesh Thapar, who ceased
Certificate of Independence to your Company stating that they meet to be Member of the Committee with effect from 25th February, 2019.
the criteria of independence as mentioned under Section 149(6) of
the Companies Act, 2013. The power, role and terms of reference of the Audit Committee
covers the areas as contemplated under Section 177 of the
Mr. Pushkaraj Shennai was re-appointed as a Whole-time Director Companies Act, 2013, based on other terms as defined by the Board
of the Company for a further period of three years with effect from of Directors.
27th April, 2019 to 26th April, 2022 by the Members of the Company
at the Extra-Ordinary General Meeting of the Company held on The minutes of each Audit Committee Meeting are placed at the
29th March, 2019. subsequent meeting of the Committee and the Board of Directors.
In accordance with Article 109 of the Articles of Association of The Audit Committee met four times during the financial year
the Company and the Companies Act, 2013, one-third of the total ended 3rd May, 2018, 30th August, 2018, 6th December, 2018 and
Directors, other than Independent Directors of the Company, 25th February, 2019.
retire by rotation at every Annual General Meeting and accordingly,
Nomination and Remuneration Committee
Mr. Pushkaraj Shenai shall retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer himself for In accordance with the provisions of Section 178 of the
re-appointment. Companies Act, 2013, the Nomination and Remuneration
Committee comprises Mr. Nikhilesh Panchal, Mr. V. Kannan,
BOARD MEETINGS Mr. Yogesh Mishra and Ms. Asha Gopalakrishnan as its Members.
The Board of Directors meets at regular intervals to discuss and During the year, Mr. Yogesh Mishra and Ms. Asha Gopalakrishnan
decide on Company’s business operations, policies and strategy were appointed as the Member of the Committee in place of
apart from other Board business. The Board and Committee Mr. Alok Joshi and Mr. Dinesh Thapar, who ceased to be the
Meetings are pre-scheduled and a tentative calendar of each of the Members of the Committee with effect from 30th August, 2018 and
Board and Committee Meetings is circulated to the Directors well 25th February, 2019 respectively.
in advance to facilitate them to plan their schedule and to ensure
meaningful participation in the meetings. However, in case of a The power, role and terms of reference of the Nomination and
special and urgent business need, the Board’s approval is taken by Remuneration Committee covers the areas as contemplated under
passing resolution by circulation, as permitted by law, which is noted Section 178 of the Companies Act, 2013, based on other terms as
and confirmed at the subsequent Board Meeting. defined by the Board of Directors.
The notice of Board and Committee Meetings is given well in advance The minutes of each Nomination and Remuneration Committee
to all the Directors. Usually, meetings of the Board and Committees meeting are placed at the subsequent meeting of the Board of
are held in Mumbai. The Agenda is circulated a week prior to the date Directors.
of the meeting. The Agenda for the Board and Committee Meetings
The Nomination and Remuneration Committee met thrice during
include detailed notes on the items to be discussed at the meeting to
the financial year ended 31st March, 2019 on 3rd May, 2018,
enable the Directors to take an informed decision.
30th August, 2018 and 25th February, 2019.
During the financial year ended 31st March, 2019, four Board
Meetings were held on 3rd May, 2018, 30th August, 2018, Board Membership Criteria
6th December, 2018 and 25th February, 2019. The interval between The Board of Directors are collectively responsible for selection
any two meetings was well within the maximum allowed gap of of a member on the Board. The Nomination and Remuneration
120 days. Committee of the Company follows a defined criteria for identifying,
screening, recruiting and recommending candidates for election as
COMMITTEES OF THE BOARD
a Director on the Board. The criteria for appointment to the Board
The Board Committees play a crucial role in the governance include:
structure of the Company and have been constituted to deal with
specific areas / activities as mandated by applicable regulation; • composition of the Board which is commensurate with the size of
which concern the Company and need a closer review. The Board the Company, its portfolio, geographical spread and its status as
Committees are set up under the formal approval of the Board to a Public Company;
Lakme Lever Private Limited Annual Report 2018-19

• desired age and diversity on the Board; The Corporate Social Responsibility Committee met twice during
the financial year ended 31st March, 2019 on 3rd May, 2018 and
• size of the Board with optimal balance of skills and experience
6th December, 2018.
and balance of Executive and Non-Executive Directors consistent
with requirements of the law; A Report on Corporate Social Responsibility activities as required
under the Companies (Corporate Social Responsibility Policy) Rules,
• professional qualifications, expertise and experience in specific
2014 is appended as an Annexure to this Annual Report.
area of relevance to the Company;
• balance of skills and expertise in view of the objectives and
Committee for Prevention of Sexual Harassment
activities of the Company; Your Company has constituted Internal Committees (IC). While
maintaining the highest governance norms, the Company has
• avoidance of any present or potential conflict of interest;
appointed external independent persons who work in this area
• availability of time and other commitments for proper and have the requisite experience in handling such matters, as
performance of duties; Chairpersons of each of the Committees. During the year, one
complaint with allegations of sexual harassment were received
• personal characteristics being in line with the Company’s values,
by the Company and it was investigated and resolved as per the
such as integrity, honesty, transparency, pioneering mindset.
provisions of the POSH Act. To build awareness in this area, the
Reward Policy Company has been conducting induction / refresher programmes in
the organisation on a continuous basis
The Reward philosophy of the Company is to provide market
competitive total reward opportunity that has a strong linkage to and RELATED PARTY TRANSACTIONS
reinforces the performance culture of the Company. This philosophy
All Related Party Transactions entered during the year were in the
is set forth into practice by various policies governing the different
Ordinary Course of Business and on Arm’s Length basis. In terms of
elements of total reward. The intent of all these policies is to ensure
Section 134(3)(h) of the Companies Act, 2013, the details of contracts
that the principles of Reward philosophy are followed in entirety,
or arrangements entered into with Related Parties are provided in
thereby facilitating the Company to recruit and retain the best talent.
Form AOC-2 appended as an Annexure to this Annual Report.
The ultimate objective is to gain competitive advantage by creating
a reward proposition that inspires employees to deliver Company’s DIRECTORS’ RESPONSIBILITY STATEMENT
promise to consumers and achieve superior operational results.
The Directors confirm that:
The guiding principles for Company’s reward policies / practices are
i. in the preparation of the annual accounts, the applicable
as follows:
1. Open, Fair and Consistent: increase transparency and ensure departures have been made from the same;
fairness and consistency in Reward framework; ii. they have selected such accounting policies and applied them
2. Insight and Engagement: make reward truly relevant to the consistently and made judgments and estimates that are
employees by using leading edge tools that help the Company reasonable and prudent, so as to give a true and fair view of the
‘hear’ how employees feel about their reward; state of affairs of the Company at the end of the financial year
and of the profits of the Company for that period;
3. Innovation: continuously improve Company’s Reward through
innovations based on insight, analytics and Unilever’s expertise; iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions
4. Simplicity, Speed and Accuracy: simplify reward plans and of the Companies Act, 2013, for safeguarding the assets of the
processes and deliver the information employees need quickly, Company and for preventing and detecting fraud and other
clearly and efficiently; and irregularities;
5. Business Results: Company’s business results are the ultimate iv. they have prepared the annual accounts on a going concern
test of whether reward solutions are effective and sustainable. basis; and
Corporate Social Responsibility Committee v. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate
In accordance with the provisions of Section 135 of the and operating effectively.
Companies Act, 2013, the Corporate Social Responsibility Committee
comprises of Mr. Pushkaraj Shenai, Mr. Nikhilesh Panchal, PERSONNEL
Mr. V. Kannan and Mr. Yogesh Mishra as the Members of the
Disclosure with respect to remuneration of employees as per
Committee.
Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3)
During the year, Mr. Yogesh Mishra was appointed as a Member of of Companies (Appointment and Remuneration of Managerial
the Committee in place of Mr. Alok Joshi, who ceased to be Member Personnel) Rules, 2014 for the year ended 31st March, 2019 is
of the Committee with effect from 30th August, 2018. appended as an Annexure to this Annual Report.
The power, role and terms of reference of the Corporate Social PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Responsibility Committee covers the areas as contemplated under
The details relating to Loans, Guarantees and Investments are
Section 135 and Schedule VII of the Companies Act, 2013, based on
provided in the Notes to Financial Statements.
other terms as defined by the Board of Directors.
The minutes of each Corporate Social Responsibility Committee DEPOSITS
Meeting are placed at the subsequent meeting of the Committee and The Company has not accepted any public deposits under Chapter V
the Board. of Companies Act, 2013 during the year.

86 SUBSIDIARY
ANNUAL RETURN EXTRACT • Installation of Variable Frequency Drives for power optimisation
where loads are varying;
Extract of Annual Return in Form MGT-9 under Section 92(3) of the
Companies Act, 2013 and Rule 12 of the Companies (Management • Installation of energy efficient lighting on the shop floors and
and Administration) Rules, 2014 is appended as an Annexure to this warehouses;
Annual Report. • Use of skylight in day time on the shop floors;
DECLARATIONS AND CONFIRMATIONS • Installation of energy efficient pumps and heat recovery systems;
The Company has adequate internal financial control system in • Recovery of condensate and recovering heat and water in the
place which operates effectively. According to the Directors of your process plant;
Company, elements of risks that threaten the existence of your
Company are very minimal. Hence, no separate Risk Management • Air compressor waste heat recovery and utilisation to heat boiler
Policy is formulated. feed water;
There were no significant and material orders passed by the • Replacement of electrical heater in utility equipment with steam
Regulators or Courts or Tribunals impacting the going concern heating and waste heat recovery in utility equipment.
status and Company’s operations in future. Above key measures have delivered significant savings in power
and fuel to your Company and the journey of your Company on the
The Company is not required to maintain cost records as
effective utilisation of energy conservation continues.
specified by the Central Government under section 148(1) of the
Companies Act, 2013. Technology Absorption
SECRETARIAL AUDIT Our Company receives support and guidance from Hindustan
Unilever Limited, the Holding Company to drive functional excellence
Your Company had appointed M/s. S. N. Ananthasubramanian &
in supply management, IT, among others, which helps your Company
Co., Company Secretaries, to carry out Secretarial Audit for the
in product improvement, cost reduction, product development
financial year 2018-19. A detailed report on the same is appended as
/ import substitution as also to remain competitive and further
an Annexure to this Annual Report. There has been no qualification,
step-up its overall business performance. The Company continues to
reservation or adverse remark given by Secretarial Auditors of the
focus on consistent improvement in productivity and quality. Unilever
Company.
is committed to ensuring that the support in terms of new products,
AUDITORS innovations, technologies and services is commensurate with the
needs of your Company and enables it to win in the marketplace.
M/s. BSR & Co. LLP, Chartered Accountants, were appointed as
Statutory Auditors of your Company at the Annual General Meeting There was no expenditure incurred on Research and Development
held on 27th June, 2014, for a term of five consecutive years. As per during the year under review.
the provisions of Section 139 of the Companies Act, 2013, the firm The details of Foreign Exchange Earnings and Outgo are as follows:
of Statutory Auditors can be re-appointed for a further period of five (` lakhs)
years. A resolution proposing re-appointment of M/s. BSR & Co. LLP
as the Statutory Auditors of the Company pursuant to Section 139 of For the year ended For the year ended
the Companies Act, 2013 forms part of the Notice. 31st March, 2019 31st March, 2018
The Report given by the Auditors on the financial statement of I EARNINGS - -

the Company is part of this Annual Report. There has been no II OUTGO 47.56 254.46
Auditors in their Report.
SAFETY, HEALTH, ENVIRONMENT AND QUALITY
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUTGO The Company is committed to excellence in safety, health,
environment and quality management It accords the highest
The information required under Section 134(3)(m) of the priority to the health and safety of its employees, customers and
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) other stakeholders as well as to the protection of the environment.
Rules, 2014 is given below: The management of your Company is focused on continuous
improvement in these areas which are fundamental to the
Conservation of energy
sustainable growth of the Company.
Your Company strives cautiously to conserve energy by adopting
innovative measures to change to ecofriendly and cheaper fuels, ACKNOWLEDGEMENTS
reducing wastage and optimising consumption. Some of the specific The Directors take this opportunity to thank all the stakeholders for
measures undertaken are listed below: their support and co-operation.
• Technology upgradation to use in house generated bio fuel in
place of Furnace Oil;
• Reduced the coal usage and increased the use of bio-mass to
minimise the fossil fuel consumption in plant; Pushkaraj Shenai Asha Gopalakrishnan
Whole-Time Director
• Putting upgraded technology in utilities area - energy efficient Director
Motors, Vacuum Pumps; Mumbai, 25th April, 2019 DIN: 03518297 DIN: 08383915


Annual Report on Corporate Social Responsibility
[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]
1. BRIEF OUTLINE OF THE COMPANY’S CORPORATE the importance of the water potential created by HUF;
SOCIAL RESPONSIBILITY (CSR) POLICY, INCLUDING one billion litres of water can meet the drinking water needs of
OVERVIEW OF PROJECTS OR PROGRAMMES over 8 lakh adults for an entire year..
PROPOSED TO BE UNDERTAKEN 2. COMPOSITION OF THE CSR COMMITTEE
Water Conservation Project: The Corporate Social Responsibility Committee comprises of
During the year, Lakme Lever Private Limited has contributed Mr. Pushkaraj Shenai, Mr. Nikhilesh Panchal and Mr. V. Kannan
towards the Water Conservation Project of Hindustan Unilever and Mr. Yogesh Mishra as Members of the Committee.
Foundation (HUF), a not-for-profit Company. HUF anchors 3. DETAILS OF CSR SPENDS
water management related community development and (` lakhs)
sustainability initiatives of your Company. The Foundation
supports reputed NGOs in the country to scale up solutions Average Net Profit of the Company for 1300.48
that can help address India’s water challenges – specifically for last 3 financial years
rural communities that intersect with agriculture.
Prescribed CSR Expenditure 26.01
HUF operates the ‘Water for Public Good’ programme, with
Details of CSR spent during the financial
specific focus on empowering local community institutions to
year 2018-19
govern water resources and enhancing farm-based livelihoods
through adoption of judicious water management practices. a) Total amount to be spent for the 26.01
Through HUF’s water conservation and farm-based livelihoods financial year:
initiatives, cumulatively, water saving potential of over (2% of the Average Net Profits for
700 billion litres has been created, generating over last 3 financial years)
0.80 million tonnes of additional agriculture production and 30.00
b) Total amount spent for the financial
over 7.5 million person days of employment till financial year
year:
2017-18. In financial year 2018-19, HUF’s water conservation
capacity stood at 900 billion litres* cumulatively. To underscore c) Amount unspent, if any Nil
*pending independent assurance
d) Manner in which the amount was spent during the fnancial year is detailed below:
Sr. CSR project Relevant Section Projects / Amount Amount spent on the Cumulative Amount spent:
No. of Schedule VII in Programs outlay project/programme expenditure upto Direct / through
which the project Coverage (budget) to 31st March, implementing
Direct Overheads
is covered (Note1) 2019 agency
Expenditure
1. Water Note 1 PAN India 30 30 Nil 30 Implementing
Conservation Agency:
project Foundation for
TOTAL 30 30 Nil 30 Ecological Society
Note 1: ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation
of natural resources and maintaining quality of soil, air and water, including contribution to the Clean Ganga Fund set-up by the Central
Government for rejuvenation of river Ganga.
4. CSR COMMITTEE RESPONSIBILITY STATEMENT

The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company are in compliance with the
CSR objectives and CSR Policy of the Company.
V. Kannan Pushkaraj Shenai

Independent Director Whole-Time Director

88 SUBSIDIARY

Form AOC–2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
2. Details of contracts or arrangements or transactions at arm’s length basis (` lakhs)
Hindustan Unilever Limited Holding Company Income from job work contracts 10,878.12
Commission income 97.38
Management fees 529.20
Purchases of goods 512.29
Reimbursement of expenses for holding company 61.87
Reimbursement of expenses by holding company 2,854.17
Royalty and technical know-how 284.11
Rent expense 58.29
Common cost allocation expenses 234.04
Interest on inter corporate deposits 1294.01
Sale of Property, Plant and Equipment 157.87
Purchase of Property, Plant and Equipment 105.42
* All transactions are in the Ordinary Course of Business, at Arm’s Length basis and are of on-going nature. All transactions are placed before
the Audit Committee of the Company. The terms of these transactions are governed by the respective agreements/terms of purchase.

Information as per Section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Date of Designation / Remuneration received Last

Name Age Qualifcation Experience
employment Nature of duties Gross (`) Net (`) employment
Mr.
B.Arch, Whole-Time Piramal
Pushkaraj 45 16.10.2012 1,86,68,874 1,18,90,209 21
PGDBM Director Enterprises Limited
Shenai
• Remuneration received Gross includes salary, allowances, commission, performance linked variable pay disbursed, taxable value of
perquisites and Company’s contribution to provident fund. Remuneration received Net includes Gross Remuneration less income tax,
profession tax and employees contribution to provident fund.
• Remuneration excludes provision for / contributions to pension, gratuity and leave encashment, special awards, payments made in
respect of earlier years including those pursuant to settlements during the year, payments made under voluntary retirement schemes
and stock options granted. However, contributions to pension in respect of employees who have opted for contribution defined scheme
has been included.
• Other terms and conditions as per Company’s Rules
• Employee is not related to any Director of the Company.
• None of the employees is covered under Rule 5(3)(viii) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 of Section 197 of the Companies Act, 2013
Pushkaraj Shenai Asha Gopalakrishnan

Whole-Time Director Director


Form No. MGT-9

i) CIN : U24247MH2008PTC188539
ii) Registration Date : 1st December, 2008
iii) Name of the Company : Lakme Lever Private Limited
iv) Category / Sub-Category of the Company : Private Limited Company/ Company limited by
shares
Telephone No : 022 3983 0000

Business activities contributing 10% or more of the total turnover of the company
Sr. Name and Description of main products / services NIC Code of the % to total turnover
No. Product/ service of the Company
1. Cosmetics 20237 17.93%
2. Salon Income 96020 39.07%
3. Income from job work contracts 20231 40.55%
Sr. Name and Address of the Company CIN/GLN Holding/Subsidiary/ % of shares Applicable
No. Associate held Section

90 SUBSIDIARY
during
shares shares
A. Promoters
1. Indian
– Bodies - 3,59,07,547 3,59,07,547 100 - 3,59,07,547 3,59,07,547 100 0.00
Corporates
2. Foreign - - - - - - - - -
Total - 3,59,07,547 3,59,07,547 100 - 3,59,07,547 3,59,07,547 100 0.00

shareholding
of Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held - - - - - - - - -
by Custodian for
GDRs & ADRs
GRAND TOTAL - 3,59,07,547 3,59,07,547 100 - 3,59,07,547 3,59,07,547 100 0.00
(A+B+C)

holding
No. of % of total % of shares No. of % of total % of shares during the
shares shares pledged / shares shares pledged / year
1. Hindustan Unilever Limited 3,59,07,541 100.00 NIL 3,59,07,541 100.00 NIL 0.00
j/w Pradeep Banerjee
j/w Srinivas Phatak
j/w Dev Bajpai
j/w B. P. Biddappa
j/w Dinesh Thapar
j/w Aasif Malbari
j/w Suman Hegde
j/w Asha Gopalakrishnan
TOTAL 3,59,07,547 100.00 NIL 3,59,07,547 100.00 NIL 0.00


3. Hindustan Unilever Limited j/w Dinesh Thapar
Transfer dated 25th February, 2019 1 0.00 - 0.00
4. Hindustan Unilever Limited j/w Asha Gopalakrishnan
Transfer dated 25th February, 2019 1 0.00 1 0.00
Not applicable

Sr. Name of the Directors / KMP Shareholding at the beginning of Cumulative Shareholding
No. of shares % of total No. of shares % of total

shares of the shares of the
Company Company
Mr. Dinesh Thapar
(Holding j/w Hindustan Unilever Limited)
1. At the beginning of the year 1 0.00 1 0.00
Ms. Asha Gopalakrishnan
2. At the beginning of the year - 0.00 - 0.00
Transfer dated 25th February, 2019 - 0.00 1 0.00
Note: None of the Directors except Mr. Dinesh Thapar and Ms. Asha Gopalakrishnan (during the tenure of their directorship in Company) held
any shares of the Company during the financial year 2018-19.

92 SUBSIDIARY
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in `)
Secured Unsecured Deposits Total
Loans exclud- Loans Indebtedness
ing deposits
Indebtedness at the beginning of the fnancial year
TOTAL (i+ii+iii) - 1,48,91,39,115 - 1,48,91,39,115
Change in Indebtedness during the fnancial year
• Addition - 78,00,00,000 - 78,00,00,000
• Reduction - 58,25,00,000 - 58,25,00,000
Net Change 19,75,00,000 - 19,75,00,000
Indebtedness at the end of the fnancial year
TOTAL (i+ii+iii) - 1,69,31,36,025 - 1,69,31,36,025

A. Remuneration to Managing Director, Whole-time Directors and/or Manager
(` lakhs)
Sr. No. Particulars of Remuneration Mr. Pushkaraj Shenai
Whole-Time Director
1. Gross salary
a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961. 164
b. Value of perquisites u/s 17(2) Income-tax Act, 1961. -
c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961. 23
2. Stock Option -
3. Sweat Equity -
4. Commission -
TOTAL (A) 187
Ceiling as per the Companies Act, 2013 ` 58.76 lakhs (being 5% of the
Net Profits of the Company
calculated as per Section 198 of the
Companies Act, 2013)

B. Remuneration to other Directors

(` lakhs)
Sr. Particulars of Remuneration Name of the Director Total
No. Amount
Mr. Nikhilesh Panchal Mr. V. Kannan
1. Independent Directors
• Sitting Fees 1.5 2.1 3.6
TOTAL 1.5 2.1 3.6
Ceiling Limit as per the Companies Act, 2013 NA* NA* NA*
* The Independent Directors of the Company received only Sitting Fees for attending the Board/ Committee Meetings and Independent
Directors Meeting of the Company which is excluded under Section 197 of the Companies Act, 2013.
The Non-Executive Directors do not receive any remuneration from the Company.
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD:
The Key Managerial Personnel of the Company do not receive any remuneration from the Company.
There were no penalties / punishment / compounding of the offences for breach of any Section of Companies Act against the Company
or its Directors or other officers in default, if any, during the year.
Pushkaraj Shenai Asha Gopalakrishnan

Whole-Time Director Director

FORM NO. MR-3
Secretarial Audit Report
For the financial year ended 31st March, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, secretarial audit, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on
The Members,
31st March, 2019, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes
CIN: U24247MH2008PTC188539
and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
Mumbai - 400099. We have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company for
We have conducted the secretarial audit of the compliance of
the financial year ended on 31st March, 2019 according to the
applicable statutory provisions and the adherence to good corporate
provisions of:
practices by Lakme Lever Private Limited (hereinafter called the
“Company”) for the year ended 31st March, 2019. Secretarial Audit i. The Companies Act, 2013 (the Act) and the rules made
was conducted in a manner that provided us a reasonable basis thereunder;
for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon. ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and
the rules made thereunder- [Not applicable as the Securities
Based on our verification of the Company’s books, papers, minute of the Company are not listed on any Stock Exchange];
books, forms and returns filed and other records maintained by the
Company and also the information provided by the Company, its iii. The Depositories Act,1996 and the Regulations and Byelaws
officers, agents and authorized representatives during the conduct of framed thereunder- [Not applicable];

94 SUBSIDIARY
iv. Foreign Exchange Management Act, 1999 and the rules We have also examined compliance with the applicable clauses of
and regulations made thereunder to the extent of Foreign the following:
Direct Investment, Overseas Direct Investment and External
• Secretarial Standards with respect to Board Meetings (SS-1)
Commercial Borrowings- [Not applicable to the extent of
and General Meetings (SS-2) issued by the Institute of Company
Overseas Direct Investment, Foreign Direct Investment and
Secretaries of India;
External Commercial Borrowings];
• The Listing Agreements entered into by the Company with
v. The following Regulations and Guidelines prescribed under the
BSE Limited and National Stock Exchange of India Limited and
Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)
SEBI (Listing Obligations and Disclosure Requirements), 2015
are not applicable to the Company during the period under
[Not applicable as the Equity Shares of the Company are not
review;
listed on any Stock Exchange];
a. The Securities and Exchange Board of India (Substantial
During the period under review the Company has complied with the
Acquisition of Shares and Takeovers) Regulations, 2011;
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
b. The Securities and Exchange Board of India (Prohibition of mentioned above.
Insider Trading) Regulations, 2015;
We further report that: -
c. The Securities and Exchange Board of India (Issue of
• The Board of Directors of the Company is duly constituted
Capital and Disclosure Requirements) Regulations, 2009
with proper balance of Non-Executive Directors, Independent
(upto 10th November, 2018) and the Securities and
Directors and a Woman Director. The changes in the
Exchange Board of India (Issue of Capital and Disclosure
composition of the Board of Directors that took place during
Requirements) Regulations, 2018 (with effect from
the period under review were carried out in compliance with
11th November, 2018);
the provisions of the Act.
d. The Securities and Exchange Board of India (Share Based
• Adequate notice is given to all Directors to schedule the Board
Employee Benefits) Regulations, 2014;
Meetings (including Committees), agenda and detailed notes
e. The Securities and Exchange Board of India (Issue and on agenda were sent seven days in advance and a system exists
Listing of Debt Securities) Regulations, 2008; for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
f. The Securities and Exchange Board of India (Registrars
participation at the meeting.
to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client; • All the decisions of the Board and the Committees thereof were
carried through with requisite majority.
g. The Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2009; We further report that based on review of compliance mechanism
established by the Company and on the basis of the Compliance
h. The Securities and Exchange Board of India
Certificate(s) placed before the Board of Directors by the Whole-
(Buyback of Securities) Regulations, 1998 (upto
Time Director and taken on record by them at their meeting(s),
10th September 2018) and The Securities and Exchange
we are of the opinion that the management has adequate systems
Board of India (Buyback of Securities) Regulations, 2018
and processes in place in the Company which commensurate with
(with effect from 11th September 2018)
its size and operations, to monitor and ensure compliance with all
vi. The Management of the Company has identified and confirmed applicable laws, rules, regulations and guidelines;
that the following laws are specifically applicable to them :
• As informed the Company has responded appropriately to
a. Copyright Act, 1957; notices for demands, claims, penalties etc. levied by various
statutory / regulatory authorities and initiated actions for
b. Contract Labour (Regulation & Abolition) Act, 1970;
corrective measures, wherever found necessary.
c. Cigarettes and Other Tobacco Products (Prohibition of
We further report that during the audit period, there are no specific
Advertisement and Regulation of Trade and Commerce,
events/ actions having a major bearing on the Company’s affairs in
Production, Supply and Distribution) Act, 2003;
pursuance of the laws, rules, regulations, guidelines, standards, etc.
d. The Hazardous Wastes (Management, Handling and referred to above.
Transboundary Movement) Rules, 2008;
This Report is to be read with our letter of even date which is annexed
e. The Drugs & Cosmetics Act, 1940; as Annexure A and forms an integral part of this report.
f. Information Technology Act, 2000;
g. Plastic Waste (Management and Handling) Rules, 2011;
For S. N. ANANTHASUBRAMANIAN & CO.
h. Income Tax Act, 1961/ Finance Act, 1994; Company Secretaries
i. Apprentices Act, 1961 read with Apprenticeship Rules, Firm Registration No. P1991MH040400
1992;
j. Stamp act/ local and central act for salons;
Aparna Gadgil
k. Sexual Harassment of Women at Workplace (Prevention, Partner
Prohibition and Redressal) Act, 2013; Date: 06th June, 2019 ACS : 14713
l. TRAI Regulations. Place : Thane COP No. : 8430

Annexure A to the Secretarial Audit Report
To, 4. Wherever required, we have obtained the management’s

representation about the compliance of laws, rules and
The Members,
regulations and happening of events etc.
CIN:U24247MH2008PTC188539 Disclaimer
Chakala, Andheri (East) Mumbai- 400099. 5. The Secretarial Audit Report is neither an assurance as to
the future viability of the Company nor of the efficacy or
Our Secretarial Audit Report for the Financial Year ended effectiveness with which the management has conducted the
31st March, 2019 of even date is to be read along with this letter. affairs of the Company.
Management’s Responsibility 6. We have not verified the correctness and appropriateness of
financial records and books of account of the Company.
1. It is the responsibility of the management of the Company to
maintain secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and
regulations and to ensure that the systems are adequate and
operate effectively. For S. N. ANANTHASUBRAMANIAN & CO.
Company Secretaries
Auditor’s Responsibility Firm Registration No. P1991MH040400
2. Our responsibility is to express an opinion on these secretarial
records, standards and procedures followed by the Company
with respect to secretarial compliances. Aparna Gadgil
Partner
3. We believe that audit evidence and information obtained from Date: 06th June, 2019 ACS : 14713
the Company’s management is adequate and appropriate for Place: Thane COP No. : 8430
us to provide a basis for our opinion.

96 SUBSIDIARY

To the Members of Lakme Lever Private Limited
OPINION the Act. This responsibility also includes maintenance of adequate
We have audited the financial statements of Lakme Lever Private accounting records in accordance with the provisions of the Act for
Limited (“the Company”), which comprise the balance sheet as safeguarding of the assets of the Company and for preventing and
at 31 March 2019, and the statement of profit and loss(including detecting frauds and other irregularities; selection and application
other comprehensive income), statement of changes in equity of appropriate accounting policies; making judgments and estimates
and statement of cash flows for the year then ended, and notes to that are reasonable and prudent; and design, implementation and
the financial statements, including a summary of the significant maintenance of adequate internal financial controls that were
accounting policies and other explanatory information. operating effectively for ensuring the accuracy and completeness of
manner so required and give a true and fair view in conformity with In preparing the financial statements, management and Board of
the accounting principles generally accepted in India, of the state Directors are responsible for assessing the Company’s ability to
of affairs of the Company as at 31 March 2019, and profit and other continue as a going concern, disclosing, as applicable, matters related
comprehensive income, changes in equity and its cash flows for the to going concern and using the going concern basis of accounting
year ended on that date. unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
BASIS FOR OPINION
Board of Directors is also responsible for overseeing the Company’s
We conducted our audit in accordance with the Standards on
financial reporting process.
Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those SAs are further described AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
in the Auditor’s Responsibilities for the Audit of the Financial FINANCIAL STATEMENTS
Statements section of our report. We are independent of the
Our objectives are to obtain reasonable assurance about whether the
Company in accordance with the Code of Ethics issued by the
financial statements as a whole are free from material misstatement,
Institute of Chartered Accountants of India together with the ethical
whether due to fraud or error, and to issue an auditor’s report
requirements that are relevant to our audit of the financial statements
that includes our opinion. Reasonable assurance is a high level
under the provisions of the Act and the Rules thereunder, and we
of assurance, but is not a guarantee that an audit conducted in
have fulfilled our other ethical responsibilities in accordance with
accordance with SAs will always detect a material misstatement
these requirements and the Code of Ethics. We believe that the audit
when it exists. Misstatements can arise from fraud or error and are
evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
reasonably be expected to influence the economic decisions of users
OTHER INFORMATION taken on the basis of these financial statements.
The Company’s management and Board of Directors are responsible As part of an audit in accordance with SAs, we exercise professional
for the other information. The other information comprises the judgment and maintain professional skepticism throughout the
information included in the Company’s annual report, but does not audit. We also:
include the financial statements and our auditor’s report thereon. • Identify and assess the risks of material misstatement of the
Our opinion on the financial statements does not cover the other financial statements, whether due to fraud or error, design and
information and we do not express any form of assurance conclusion perform audit procedures responsive to those risks, and obtain
thereon. audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement
In connection with our audit of the financial statements, our
resulting from fraud is higher than for one resulting from error,
responsibility is to read the other information and, in doing so,
as fraud may involve collusion, forgery, intentional omissions,
consider whether the other information is materially inconsistent
misrepresentations, or the override of internal control.
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If, based on • Obtain an understanding of internal control relevant to the audit
the work we have performed, we conclude that there is a material in order to design audit procedures that are appropriate in the
misstatement of this other information, we are required to report circumstances. Under section 143(3)(i) of the Act, we are also
that fact. We have nothing to report in this regard. responsible for expressing our opinion on whether the Company
has adequate internal financial controls with reference to
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL financial statements in place and the operating effectiveness of
STATEMENTS such controls.
The Company’s management and Board of Directors are responsible • Evaluate the appropriateness of accounting policies used and the
for the matters stated in section 134(5) of the Act with respect to the reasonableness of accounting estimates and related disclosures
preparation of these financial statements that give a true and fair view made by management.
of the state of affairs, profit/loss and other comprehensive income,
changes in equity and cash flows of the Company in accordance with • Conclude on the appropriateness of management’s use of the

going concern basis of accounting and, based on the audit of Directors, none of the directors is disqualified as on 31
evidence obtained, whether a material uncertainty exists related March 2019 from being appointed as a director in terms of
to events or conditions that may cast significant doubt on the section 164(2) of the Act.
Company’s ability to continue as a going concern. If we conclude f) With respect to the adequacy of the internal financial controls
that a material uncertainty exists, we are required to draw with reference to financial statements of the Company
attention in our auditor’s report to the related disclosures in andthe operating effectiveness of such controls, refer to our
the financial statements or, if such disclosures are inadequate, separate Report in “Annexure B”.
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, 3. With respect to the other matters to be included in the Auditor’s
future events or conditions may cause the Company to cease to Report in accordance with Rule 11 of the Companies (Audit
continue as a going concern. and Auditors) Rules, 2014, in our opinion and to the best of our
financial statements, including the disclosures, and whether the i. The Company has disclosed the impact of pending litigations
financial statements represent the underlying transactions and on its financial position in its financial statements – Refer
events in a manner that achieves fair presentation. Note 19 to the financial statements.
We communicate with those charged with governance regarding, ii. The Company has made provision, as required under
among other matters, the planned scope and timing of the audit and the applicable law or accounting standards, for material
significant audit findings, including any significant deficiencies in foreseeable losses, if any, on long-term contracts including
internal control that we identify during our audit. derivative contracts. Refer Note 38 to the financial statements
We also provide those charged with governance with a statement iii. There were no amounts which were required to be
that we have complied with relevant ethical requirements regarding transferred to the Investor Education and Protection Fund by
independence, and to communicate with them all relationships the Company.
and other matters that may reasonably be thought to bear on our iv. The disclosures in the financial statements regarding
independence, and where applicable, related safeguards. holdings as well as dealings in specified bank notes during
REPORT ON OTHER LEGAL AND REGULATORY the period from 8 November 2016 to 30 December 2016 have
REQUIREMENTS not been made in these financial statements since they do
not pertain to the financial year ended 31 March 2019.
1. As required by the Companies (Auditors’ Report) Order, 2016 (“the
Order”) issued by the Central Government in terms of section 4. With respect to the matter to be included in the Auditor’s Report
143 (11) of the Act, we give in the “Annexure A” a statement on under section 197(16):
the matters specified in paragraphs 3 and 4 of the Order, to the In our opinion and according to the information and
extent applicable. explanations given to us, the remuneration paid by the
2. As required by section 143(3) of the Act, we report that: company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act.
a) We have sought and obtained all the information and The remuneration paid to any director is not in excess of the
explanations which to the best of our knowledge and belief limit laid down under Section 197 of the Act, except in case
were necessary for the purposes of our audit. of whole time director where requisite approvals are taken in
b) In our opinion, proper books of account as required by law the general meeting. The Ministry of Corporate Affairs has
have been kept by the Company so far as it appears from our not prescribed other details under Section 197(16) which are
examination of those books. required to be commented upon by us.
c) The balance sheet, the statement of profit and loss (including
other comprehensive income), the statement of changes in For B S R & Co. LLP
equity and the statement of cash flows dealt with by this Chartered Accountants
Report are in agreement with the books of account. Firm’s Registration No.
d) In our opinion, the aforesaid financial statements comply 101248W/W-100022
with the Ind AS specified under section 133 of the Act.
e) On the basis of the written representations received from the Akeel Master
directors as on 31 March 2019 taken on record by the Board Partner

98 SUBSIDIARY
ANNEXURE A
to the Independent Auditor’s report on the financial statements of Lakme Lever Private Limited for the year ended
31 March 2019
(i) (a) The Company has maintained proper records showing full (b) According to the information and explanations given to us,
particulars, including quantitative details and situation of there are no dues of income tax, sales tax, value added
fixed assets. tax, service tax, duty of excise, and goods and service
tax which have not been deposited with the appropriate
(b) The Company has a regular programme of physical
authorities on account of any dispute other than those
verification of its fixed assets by which all fixed assets are
mentioned in Annexure I to this report.
verified in a phased manner over a period of two years.
In accordance with this programme, fixed assets were (viii) According to the information and explanations given to us,
physically verified by the management in the current the Company does not have any loans or borrowings from any
year and no material discrepancies were noticed on such financial institution, bank, Government or debenture holders
verification. In our opinion, this periodicity of physical during the year. Accordingly, paragraph 3(viii) of the Order is
verification is reasonable having regard to the size of the not applicable to the Company.
Company and the nature of its assets. (ix) The Company has not raised any moneys by way of initial
(c) According to information and explanations given by the public offer, further public offer (including debt instruments)
management, the title deeds of immovable properties are or term loans during the year. Accordingly, paragraph 3 (ix) of
held in the name of the Company. the Order are not applicable to the Company.
(ii) The inventory, except goods-in-transit, has been physically (x) According to the information and explanations given to us,
verified by the management at reasonable intervals during no material fraud by the Company or on the Company by its
the year. In our opinion, the frequency of such verification is officers or employees has been noticed or reported during the
reasonable. The discrepancies noticed on verification between year.
the physical stocks and the book records were not material. (xi) According to the information and explanations given to us and
based on our examination of the records, the Company has
(iii) According to information and explanations given to us, there
paid or provided for managerial remuneration in accordance
are no companies, firms, limited liability partnerships or other
with the requisite approvals mandated by the provisions of
parties covered in the register maintained under Section 189
section 197 read with Schedule V to the Act.
of the Act. Accordingly, paragraph 3 (iii) of the Order is not
applicable to the Company. (xii) In our opinion and according to the information and
explanations given to us, the Company is not a Nidhi company.
(iv) According to information and explanations given to us, the
Accordingly, paragraph 3 (xii) of the Order is not applicable to
Company has not granted any loan, given any guarantee or
the Company.
provided any security for loan taken by others or made any
investment covered under Section 185 and 186 of the Act, as (xiii) According to the information and explanations given to us and
applicable, during the year. Accordingly, paragraph 3 (iv) of the based on our examinations of the records of the Company,
Order is not applicable to the Company. transactions with the related parties are in compliance with
sections 177 and 188 of the Act, where applicable. The details
(v) According to information and explanations given to us, the of such related party transactions have been disclosed in
Company has not accepted any deposits from the public within the financial statements as required by applicable Indian
the meaning of the directives issued by the Reserve Bank Accounting Standards.
of India, provisions of Section 73 to 76 of the Act, any other
(xiv) According to the information and explanations given to us and
relevant provisions of the Act and the relevant rules framed
thereunder.
not made any preferential allotment or private placement of
(vi) According to information and explanations given to us, the shares or fully or partly convertible debentures during the year.
Central Government has not prescribed the maintenance of Accordingly, paragraph 3 (xiv) of the Order is not applicable to
cost records under Section 148(1) of the Act, for the products the Company.
of the Company.
(vii) (a) According to the information and explanations given based on our examination of the records, the Company has not
to us and the records of the Company examined by us, entered into non-cash transactions with directors or persons
in our opinion, the Company is regular in depositing the connected with him. Accordingly, paragraph 3 (xv) of the Order
undisputed statutory dues including provident fund, is not applicable to the Company.
employee’s state insurance, income tax, goods and service (xvi) The Company is not required to be registered under Section
tax, cess, professional tax and other material statutory 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
dues, as applicable, with the appropriate authorities. paragraph 3(xvi) of the Order are not applicable to the Company.
According to the information and explanations given to us, For B S R & Co. LLP
no undisputed amounts payable in respect of provident Chartered Accountants
fund, employees state insurance, income tax, goods and Firm’s Registration No.
service tax, cess, professional tax and other material 101248W/W-100022
statutory dues were in arrears as at 31 March 2019 for
a period of more than six months from the date they Akeel Master
became payable. Partner

ANNEXURE A
31 March 2019 (Contd.)
ANNEXURE I
(All amounts in ` Lakhs, unless otherwise stated
Name of the Statute Nature of dues Amount Amount Paid Period to which the Forum where dispute is pending
Central Sales Tax Sales tax 9.63 5.78 2012-13 Deputy commissioner GST
Act and Local Sales (Ghaziabad)
Tax Act
Central Sales Tax Sales tax 17.84 8.92 2013-14 Deputy commissioner GST
Act and Local Sales (Ghaziabad)
Tax Act
Central Sales Tax Sales Tax 258.26 Nil 2012-13 Assistant /Deputy / Joint
Act and Local Sales Commissioner (Adjudication)
Tax Act
Central Sales Tax Sale tax 82.96 Nil 2013-14 Deputy Commissioner
Act and Local Sales
Tax Act
The Central Excise Excise duty 72.49 Nil 2008-13 Commissioner (Appeals)
Act, 1994 including interest
and penalty as
applicable
Income Tax Act, 1961 Income Tax 14.81 Nil 2010-12 Commissioner (Appeals)
Central Sales Tax Sales tax 15.61 Nil 2011-12 Assistant /Deputy / Joint
Act and Local Sales Commissioner (Adjudication)
Tax Act
Central Sales Tax Sales tax 23.79 Nil 2014-15 Deputy commissioner GST
Act and Local Sales
Tax Act
Central Sales Tax Sales tax 25.45 Nil 2015-16 Deputy commissioner GST
Act and Local Sales
Tax Act

100 SUBSIDIARY
ANNEXURE B
31 March 2019
2013
OPINION effectiveness of internal controls based on the assessed risk. The

procedures selected depend on the auditor’s judgment, including the
We have audited the internal financial controls with reference
assessment of the risks of material misstatement of the financial
to financial statements of Lakme Lever Private Limited (“the
statements, whether due to fraud or error.
financial statements of the Company for the year ended on that date. We believe that the audit evidence we have obtained is sufficient and
internal financial control system with reference to financial
adequate internal financial control system with reference to financial
statements.
statements and such internal financial controls with reference to
financial statements were operating effectively as at 31 March 2019, MEANING OF INTERNAL FINANCIAL CONTROLS WITH
based on the internal controls with reference to financial statements REFERENCE TO FINANCIAL STATEMENTS
criteria established by the Company considering the essential
A company’s internal financial controls with reference to financial
components of internal controls stated in the Guidance Note on
statements is a process designed to provide reasonable assurance
Audit of Internal Financial Controls over Financial Reporting issued
regarding the reliability of financial reporting and the preparation
by the Institute of Chartered Accountants of India (the “Guidance
note”).
generally accepted accounting principles. A company’s internal
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL financial controls with reference to financial statements includes
FINANCIAL CONTROLS those policies and procedures that (1) pertain to the maintenance
The Company’s management is responsible for establishing and
maintaining internal financial controls based on the internal
controls with reference to financial statements criteria established
controls stated in the Guidance Note. These responsibilities include
the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to
Company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable
financial information, as required under the Companies Act, 2013 INHERENT LIMITATIONS OF INTERNAL FINANCIAL
(hereinafter referred to as “the Act”). CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Our responsibility is to express an opinion on the Company’s internal with reference to financial statements, including the possibility of
financial controls with reference to financial statements based on our collusion or improper management override of controls, material
audit. We conducted our audit in accordance with the Guidance Note misstatements due to error or fraud may occur and not be detected.
and the Standards on Auditing, prescribed under section 143(10) Also, projections of any evaluation of the internal financial controls
of the Act, to the extent applicable to an audit of internal financial with reference to financial statements to future periods are subject
controls with reference to financial statements. Those Standards and to the risk that the internal financial controls with reference to
the Guidance Note require that we comply with ethical requirements financial statements may become inadequate because of changes
and plan and perform the audit to obtain reasonable assurance in conditions, or that the degree of compliance with the policies or
about whether adequate internal financial controls with reference to procedures may deteriorate.
financial statements was established and maintained and whether
such controls operated effectively in all material respects.
For B S R & Co. LLP
Our audit involves performing procedures to obtain audit evidence Chartered Accountants
about the adequacy of the internal financial controls system with Firm’s Registration No.
reference to financial statements and their operating effectiveness. 101248W/W-100022
Our audit of internal financial controls with reference to financial
statements included obtaining an understanding of such internal
Akeel Master
financial controls, assessing the risk that a material weakness Partner
exists, and testing and evaluating the design and operating Mumbai, 25th April, 2019 Membership No. 046768

BALANCE SHEET
As at As at
Particulars Note
ASSETS
Non-current assets
Property, plant and equipment 3A 18,664.98 19,316.88
Capital work-in-progress 3B 1,706.50 2,377.89
Goodwill 4 13,001.24 13,001.24
Other Intangible assets 4 15.22 -
Financial assets
Loans 5 766.31 524.35
Deferred tax assets (net) 29C 1,263.83 1,260.83
Non current tax assets (net) 29D 4,221.45 3,164.29
Other non-current assets 6 172.41 373.89
Current assets
Inventories 7 1,420.39 1,269.67
Financial assets
Trade receivables 8 3,070.01 805.06
Cash and cash equivalents 9 370.72 285.48
Other financial assets 10 16.15 20.02
Other current assets 11 206.55 1,276.32
TOTAL ASSETS 44,895.76 43,675.92
Equity
Equity share capital 12A 3,590.76 3,590.76
Other equity 12B 17,367.69 16,406.91
Liabilities
Borrowings 13 10,601.76 8,626.76
Provisions 17 9.63 7.74
Non current tax liabilities (net) 29D 15.67 15.67
Other non-current liabilities 16 93.67 -

102 SUBSIDIARY
BALANCE SHEET
As at 31st March, 2019 (Contd.)
As at As at
Particulars Note
Current liabilities
Trade payables 14
Total outstanding dues of creditors other than micro enterprises and 4,422.74 6,365.97
small enterprises
Other financial liabilities 15 6,780.31 6,584.55
Other current liabilities 18 1,744.44 1,719.63
Provisions 17 129.91 212.51
TOTAL EQUITY & LIABILITIES 44,895.76 43,675.92
Contingent liabilities and other commitments 19

For B S R & Co. LLP For and on behalf of Board of Directors of Lakme Lever Private Limited
Firm Registration No. 101248W/W - 100022
Akeel Master Pushkaraj Shenai Asha Gopalakrishnan

Partner Director Director and Chief Financial Officer
Membership No. 046768 DIN No- 03518297 [DIN: 08383915]
Amit Bhasin
Company Secretary
Membership No. A16804
Mumbai, 25th April, 2019


Particulars Note
INCOME
Revenue from operations 20 26,828.48 24,909.42
Other income 21 - 18.51
TOTAL INCOME 26,828.48 24,927.93
EXPENSES
Cost of materials consumed 22 615.61 879.45

Purchases of stock-in-trade 23 3,602.50 2,537.71
Changes in inventories of finished goods (including stock-in-trade) 24 (159.27) 157.29
Employee benefits expense 25 7,229.99 5,885.04
Finance costs 26 1,294.01 1,152.64
Depreciation and amortisation expense 27 2,676.70 2,728.44
Other expenses 28 10,486.16 10,581.72
TOTAL EXPENSES 25,745.70 23,922.29

Tax expenses
Current tax 29A (125.00) (5.00)
Deferred tax (charge)/credit 29C 3.00 1,260.83
PROFIT FOR THE YEAR (A) 960.78 2,261.47
OTHER COMPREHENSIVE INCOME FOR THE YEAR (B) - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) 960.78 2,261.47
Basic and Diluted (Face value of Re. 10 each) 30 2.68 6.30


Amit Bhasin
Company Secretary

104 SUBSIDIARY

Proft before exceptional items and tax 1,082.78 1,005.64
Adjustments for:
Provision for Property, Plant and Equipment to be written (back)/off (252.81) 210.83
Provision/ (write back) for inventory 106.55 (43.87)
Unrealised foreign exchange differences 47.76 0.01
Provision for compensated absences 2.17 (8.07)
Depreciation and amortisation expenses 2,676.70 2,728.44
Deficit on scrapping of property, plant and equipment 182.57 92.54
Interest income - (12.00)
Interest expense 1,294.01 1,152.64
Reversal for credit impairment (94.18) (7.64)
Provision for doubtful receivables 4.09 6.22
4,023.23 4,131.93
Cash Generated from Operations before working capital changes 5,106.01 5,137.57
Adjustments for:
(Increase)/decrease in trade receivables (2,227.14) 565.44
(Increase)/decrease in other financial assets (non-current) (241.95) 62.09
(Increase)/decrease in other financial assets (current) 14.04 837.55
(Increase)/decrease in other non-current assets 201.48 (4.79)
(Increase)/decrease in other current assets 1,059.47 (743.00)
(Increase)/decrease in inventories (257.26) 222.24
Increase/(decrease) in trade payables (1,943.24) 1,826.65
Increase/(decrease) in other financial liabilities (non-current) (6.24) 267.95
Increase/(decrease) in other financial liabilities (current) 148.85 (79.63)
Increase/(decrease) in provisions (non-current) - -
Increase/(decrease) in provisions (current) 169.93 -
Increase/(decrease) in other non current liabilities 93.67 -
Increase/(decrease) in other current liabilities 24.80 497.32
(2,963.59) 3,451.82
Cash generated from operations 2,142.42 8,589.39
Taxes paid (net of refunds) (1,182.16) (1,200.54)
Net cash generated from operating activities - [A] 960.26 7,388.85
Purchase of property, plant and equipment (1,587.42) (1,918.00)
Sale proceeds of property, plant and equipment 49.68 -
Purchase of intangibles (18.27) -
Interest received - 12.00
Net cash (used in) investing activities - [B] (1,556.01) (1,906.00)


For the year ended 31st March, 2019 (Contd.)
Interest paid (1,294.01) (1,152.64)
Inter corporate deposit repaid (5,825.00) (9,000.00)
Net cash generated from/(used in) fnancing activities - [C] 680.99 (5,852.64)
Net increase/(decrease) in cash and cash equivalents - [A+B+C] 85.24 (369.79)
Add: Cash and cash equivalents at the beginning of the year 285.48 655.27
Cash and cash equivalents at the end of the year (Refer Note 5) 370.72 285.48
Note: The above Statement of Cash Flows has been prepared under the ‘Indirect Method’ as set out in Ind AS 7, ‘Statement of Cash Flows’.


Amit Bhasin
Company Secretary

106 SUBSIDIARY


Total
Balance as at 31st March, 2017 3,590.76
B OTHER EQUITY
Reserves and Surplus
Other Comprehensive
Securities General Retained Total
Income
Premium Reserve Earnings
As at 31st March, 2017 21,749.82 531.56 (8,135.94) - 14,145.44
Profit for the year - - 2,261.47 - 2,261.47
Other Comprehensive Income for the year - - - - -
Total Comprehensive Income for the year - - 2,261.47 - 2,261.47
As at 31st March, 2018 21,749.82 531.56 (5,874.47) - 16,406.91
Profit for the year - - 960.78 - 960.78
Other Comprehensive Income for the year - - - - -
Total Comprehensive Income for the year - - 960.78 - 960.78
As at 31st March, 2019 21,749.82 531.56 (4,913.69) - 17,367.69
a) Refer Note 12B for nature and purpose of reserves


Amit Bhasin
Company Secretary

NOTES
1 COMPANY INFORMATION liabilities, income and expenses. Actual results may differ from these
estimates. Estimates and judgements are continuously evaluated
Lakme Lever Private Limited (the ‘Company’) is a wholly owned
and are based on historical experience and other factors, including
subsidiary of Hindustan Unilever Limited (HUL) domiciled in India
expectations of future events that are believed to be reasonable.
with its registered office located at Unilever House, B.D. Sawant
Revisions to accounting estimates are recognised prospectively.
Marg, Chakala, Andheri (East), Mumbai 400 099. The Company
(bearing CIN number U24247MH2008PTC188539) was incorporated Information about critical judgements in applying accounting
on 1st December, 2008 with its main objective to provide beauty policies, as well as estimates and assumptions that have the most
services in the area of skin and hair through own beauty salons and significant risk of causing a material adjustment to the carrying
franchisees, to deal in and promote health, beauty and personal care amounts of assets and liabilities within the next financial year, are
products and to operate and manage institutes and training centers included in the following notes:
in the field of beauty and wellness services. The company also (a) Measurement of defined benefit obligations - Note 35
engages into job work business for HUL to convert raw materials
and packing materials into semi-finished and finished goods. (b) Measurement and likelihood of occurrence of provisions and
contingencies - Note 16 and 19
(c) Recognition of deferred tax assets - Note 29
2 BASIS OF PREPARATION, MEASUREMENT AND
SIGNIFICANT ACCOUNTING POLICIES 2.3 RECENT ACCOUNTING DEVELOPMENTS
2.1 Basis of Preparation and Measurement Standards issued but not yet effective:
(a) Basis of preparation i) IND AS 116 : Leases
These financial statements have been prepared in accordance with In March 2019, the Ministry of Corporate Affairs issued the
the Indian Accounting Standards (hereinafter referred to as the ‘Ind Companies (Indian Accounting Standards) (Amendments) Rules,
AS’) as notified by Ministry of Corporate Affairs pursuant to section 2019, notifying Ind AS 116 ‘Leases’. The Standard is applicable to
133 of the Companies Act, 2013 read with rule 3 of the Companies the Company with effect from 1st April, 2019.
(Indian Accounting standards) Rules, 2015 as ammended from time The standard changes the recognition, measurement, presenta-
to time. tion and disclosure of leases. It requires:
The financial statements have been prepared on accrual and going • Lessees to record all leases on the balance sheet with exemptions
concern basis. The accounting policies are applied consistently to available for low value and short-term leases.
all the periods presented in the financial statements. All assets and
liabilities have been classified as current or non current as per the • At the commencement of a lease, a lessee will recognise lease
Company’s normal operating cycle and other criteria as set out in liability and an asset representing the right to use the asset
the Division II of Schedule III to the Companies Act, 2013. Based on during the lease term (right-of-use asset).
the nature of products and the time between acquisition of assets • Lessees will subsequently reduce the lease liability when paid
for processing and their realisation in cash and cash equivalents, and recognise depreciation on the right-of-use asset.
the Company has ascertained its operating cycle as 12 months for
• A lease liability is remeasured upon the occurrence of certain
the purpose of current or non-current classification of assets and
events such as a change in the lease term or a change in an index
liabilities.
or rate used to determine lease payments. The remeasurement
The financial statements are presented in INR, the functional normally also adjusts the right-of-use asset.
currency of the Company. Items included in the financial statements
The standard has no impact on the actual cash flows of a Company.
of the Company are recorded using the currency of the primary
However, operating lease payments currently expensed as operating
economic environment in which the Company operates (the
cash outflows will instead be capitalised and presented as financing
‘functional currency’).
cash outflows in the statement of cash flows.
Transactions and balances with values below the rounding off norm
The Company has reviewed all relevant contracts to identify leases
adopted by the Company have been reflected as “0.00” in the relevant
and preparations for this standard are substantially complete. This
notes in these financial statements.
review included:
The financial statements of the Company for the year ended 31st
• an assessment about whether the contract depends on a specific
March 2019 were approved for issue in accordance with the resolution
asset,
of the Board of Directors on 25th April, 2019.
• whether the company obtains substantially all the economic
(b) Basis of measurement benefits from the use of that asset; and
These financial statements are prepared under the historical cost • whether the Company has the right to direct the use of that
convention unless otherwise indicated. asset.
2.2 KEY ACCOUNTING ESTIMATES AND JUDGEMENTS From 1st April 2019 the Company will focus on ensuring that the
The preparation of financial statements requires management to revised process for identifying and accounting for leases is followed.
make judgements, estimates and assumptions in the application The Company intends to use the exemptions provided by IND AS 116 for
of accounting policies that affect the reported amounts of assets, short-term leases (less than a year) and leases for low-value assets.

108 SUBSIDIARY
NOTES
The estimated impact of IND AS 116 on the Company’s financial on the date of Balance Sheet are isclosed as “Capital work-in-
statements at 31st March 2019 is as follows: progress”.
Depreciation is provided on a pro-rata basis on the straight line
Balance sheet:
method based on estimated useful life prescribed under Schedule
The Company estimates that the adoption of IND AS 116 will II to the Companies Act, 2013 with the exception of the following:
result in an increase in total assets of approximately ` 2,039.56 - plant and equipment is depreciated over 3 to 21 years based on the
lakhs. Financial liabilities are expected to increase by approximately technical evaluation of useful life done by the management.
` 2,415.12 lakhs. - assets costing ` 5,000 or less are fully depreciated in the year of
Statement of Proft and Loss: purchase.
Freehold land is not depreciated.
The Company estimates that the adoption of IND AS 116 will result The residual values, useful lives and method of depreciation of
in increased depreciation of approximately ` 851.57 lakhs from property, plant and equipment is reviewed at each financial year end
the right-of-use assets. This will offset the reduction in operating and adjusted prospectively, if appropriate.
lease expenses of around ` 1,117.10 lakhs per year, resulting in
an overall increase in Earnings Before Interest and Tax of ` 265.53 (b) Intangible Assets
lakhs. Finance costs are expected to increase by approximately
Goodwill arising on acquisition is measured at carrying value.
` 227.49 lakhs per year due to the interest recognised on lease
Goodwill is not amortised but tested for impairment annually.
liabilities.
Separately purchased intangible assets are initially measured
at cost. Subsequently, intangible assets are carried at cost
Statement of Cash Flows:
less any accumulated amortisation and accumulated impairment
The Company estimates that the adoption of IND AS 116 will losses, if any. Intangible assets are amortised on a straight-line
increase cash flows from operating activities by approximately basis over the period of their expected useful lives. Estimated
` 1,117.10 lakhs with a related increase in cash flows used in useful lives of Computer software is considered to be 5 years.
financing activities of ` 1,117.10 lakhs which relates to lease The amortisation period and the amortisation method for intangible
payments previously expensed as paid. assets is reviewed at each financial year end and adjusted
ii) Other Amendments prospectively, if appropriate.
In March 2019, the Ministry of Corporate Affairs also issued the (c) Inventories
Companies (Indian Accounting Standards) Second Amendment
Inventories are valued at the lower of cost and net realisable value.
Rules, 2019 notifying the following standard and amendments
Cost is computed on a weighted average basis. Cost of finished
which are effective from 1st April, 2019:-
goods and work-in-progress include all costs of purchases,
conversion costs and other costs incurred in bringing the inventories
to their present location and condition. The net realisable value is
- Amendments to Ind AS 109, Financial Instruments
the estimated selling price in the ordinary course of business less
the estimated costs of completion and estimated costs necessary to
make the sale.
- Amendments to Ind AS 28, Investments to Associates and Joint
(d) Cash and Cash Equivalents
Ventures
Based on Preliminary work, the Company does not expect these Cash and cash equivalents are short-term (three months or less
amendments to have any significant impact on its Financial from the date of acquisition), highly liquid investments that are
statements. readily convertible into cash and which are subject to an insignificant
risk of changes in value.
2.4 SIGNIFICANT ACCOUNTING POLICIES
(a) Property, Plant and Equipment (e) Financial Instruments
Financial assets:
Property, plant and equipment is stated at acquisition cost net of Initial recognition and measurement
accumulated depreciation and accumulated impairment losses,
Financial assets are recognised when the Company becomes a party
if any. Property, plant and equipment acquired in a business
to the contractual provisions of the instrument.
combination are recognised at fair value at the acquisition date.
On initial recognition, a financial asset is recognised at fair value. In
Subsequent costs are included in the asset’s carrying amount
case of Financial assets which are recognised at fair value through
or recognised as a separate asset, as appropriate, only when it is
profit and loss (FVTPL), its transaction cost is recognised in the
probable that future economic benefits associated with the item will
statement of profit and loss. In other cases, the transaction cost is
flow to the Company and the cost of the item can be measured reliably.
attributed to the acquisition value of the financial asset.
All other repairs and maintenance are charged to the Statement
of Profit and Loss during the period in which they are incurred.
Subsequent measurement
Gains or losses arising on retirement or disposal of property, plant
and equipment are recognised in the Statement of Profit and Loss. Financial assets are subsequently classified and measured at
Property, plant and equipment which are not ready for intended use as - amortised cost
- fair value through profit and loss (FVTPL)

NOTES
- fair value through other comprehensive income (FVOCI). Loss. Dividend income on the investments in equity instruments are
recognised as ‘other income’ in the Statement of Profit and Loss.
Financial assets are not reclassified subsequent to their recognition, Derivative Financial Instruments:
except if and in the period the Company changes its business model
for managing financial assets. The Company uses derivative financial instruments, such as forward
currency contracts to hedge its foreign currency risk. Such derivative
Trade Receivables and Loans: financial instruments are initially recognised at fair value on the
Trade receivables are initially recognised at fair value. Subsequently, date on which a derivative contract is entered and are subsequently
these assets are held at amortised cost, using the effective interest re-measured at fair value. Any changes therein are recognised in
rate (EIR) method net of any expected credit losses. The EIR is the statement of profit and loss account. Derivatives are carried
the rate that discounts estimated future cash income through the as financial assets when the fair value is positive and as financial
expected life of financial instrument. liabilities when the fair value is negative.
Debt Instruments: Derecognition
Debt instruments are initially measured at amortised cost, fair
value through other comprehensive income (‘FVOCI’) or fair value The Company derecognises a financial asset when the contractual
through profit or loss (‘FVTPL’) till derecognition on the basis of (i) rights to the cash flows from the financial asset expire, or it transfers
the company’s business model for managing the financial assets and the contractual rights to receive the cash flows from the asset.
(ii) the contractual cash flow characteristics of the financial asset. Impairment of Financial Asset
(i) Measured at amortised cost: The Company applies expected credit losses (ECL) model for
Financial assets that are held within a business model whose measurement and recognition of loss allowance on the following:
objective is to hold financial assets in order to collect contractual
cash flows that are solely payments of principal and interest, are i. Trade receivables
subsequently measured at amortised cost using the effective ii. Financial assets measured at amortized cost (other than trade
interest rate (‘EIR’) method less impairment, if any. The amortisation receivables)
of EIR and loss arising from impairment, if any is recognised in the
iii. Financial assets measured at fair value through other
Statement of Profit and Loss.
comprehensive income (FVOCI)
(ii) Measured at fair value through other comprehensive income In case of trade receivables, the Company follows a simplified
(FVOCI): approach wherein an amount equal to lifetime ECL is measured
Financial assets that are held within a business model whose and recognized as loss allowance.
objective is achieved by both, selling financial assets and collecting In case of other assets (listed as ii and iii above), the Company
contractual cash flows that are solely payments of principal and determines if there has been a significant increase in credit risk
interest, are subsequently measured at fair value through other of the financial asset since initial recognition. If the credit risk of
comprehensive income. Fair value movements are recognized in the such assets has not increased significantly, an amount equal to
other comprehensive income (OCI). Interest income measured using 12-month ECL is measured and recognized as loss allowance.
the EIR method and impairment losses, if any are recognised in the However, if credit risk has increased significantly, an amount equal
Statement of Profit and Loss. On derecognition, cumulative gain or to lifetime ECL is measured and recognized as loss allowance.
loss previously recognised in OCI is reclassified from the equity to Subsequently, if the credit quality of the financial asset improves
‘other income’ in the Statement of Profit and Loss. such that there is no longer a significant increase in credit risk since
initial recognition, the Company reverts to recognizing impairment
(iii) Measured at fair value through proft or loss (FVTPL): loss allowance based on 12-month ECL.
A financial asset not classified as either amortised cost or FVOCI, is ECL is the difference between all contractual cash flows that are due
classified as measured at FVTPL. Such financial assets are measured to the Company in accordance with the -contract and all the cash
at fair value with all changes in fair value, including interest income flows that the Company expects to receive (i.e., all cash shortfalls),
and dividend income if any, recognised as ‘other income’ in the discounted at the original effective interest rate.
Statement of Profit and Loss.
Lifetime ECL are the expected credit losses resulting from all possible
Equity Instruments: default events over the expected life of a financial asset. 12-month
All investments in equity instruments classified under financial ECL are a portion of the lifetime ECL which result from default events
assets are initially measured at fair value, the Company may, on that are possible within 12 months from the reporting date.
initial recognition, irrevocably elect to measure the same either at ECL are measured in a manner that they reflect unbiased and
FVOCI or FVTPL. probability weighted amounts determined by a range of outcomes,
The Company makes such election on an instrument-by-instrument taking into account the time value of money and other reasonable
basis. Fair value changes on an equity instrument is recognised information available as a result of past events, current conditions
as ‘other income’ in the Statement of Profit and Loss unless the and forecasts of future economic conditions.
Company has elected to measure such instrument at FVOCI. As a practical expedient, the Company uses a provision matrix to
Fair value changes excluding dividends, on an equity instrument measure lifetime ECL on its portfolio of trade receivables. The
measured at FVOCI are recognised in OCI. Amounts recognised in provision matrix is prepared based on historically observed default
OCI are not subsequently reclassified to the Statement of Profit and rates over the expected life of trade receivables and is adjusted for

110 SUBSIDIARY
NOTES
forward-looking estimates. At each reporting date, the historically longer any unfulfilled obligations. The Performance Obligations in
observed default rates and changes in the forward-looking estimates our contracts are fulfilled at the time of dispatch, delivery or upon
are updated. formal customer acceptance depending on customer terms.
ECL impairment loss allowance (or reversal) recognized during the Revenue is measured at fair value of the consideration received or
period is recognized as income/ expense in the Statement of Profit receivable, after deduction of any trade discounts, volume rebates
and Loss under the head ‘Other expenses’. and any taxes or duties collected on behalf of the government such
as goods and services tax, etc. Accumulated experience is used to
Financial Liabilities:
estimate the provision for such discounts and rebates. Revenue is
Initial recognition and measurement only recognised to the extent that it is highly probable a significant
Financial liabilities are recognised when the Company becomes reversal will not occur.
a party to the contractual provisions of the instrument. Financial
Income from services:
liabilities are initially measured at the amortised cost unless at
initial recognition, they are classified as fair value through profit and - Income from own salon is recognized when services are
loss. In case of trade payables, they are initially recognised at fair rendered.
value and subsequently, these liabilities are held at amortised cost,
- Management fees and display income are recorded as per the
using the effective interest rate method. term of the contract entered with the respective franchisee /
Subsequent measurement parties.
Financial liabilities are subsequently measured at amortised cost - Revenue from services are measured at fair value of the
using the EIR method. Financial liabilities carried at fair value consideration received or receivable, after deduction of any sort
through profit or loss are measured at fair value with all changes in of discounts and any taxes or duties collected on behalf of the
fair value recognised in the Statement of Profit and Loss. government such as goods and services tax.
Derecognition - Revenue in respect of job work activities are recognized as
A financial liability is derecognised when the obligation specified in revenue when control of the goods has been transferred to
the contract is discharged, cancelled or expires. our customer and when there are no longer any unfulfilled
obligations to the customer.
(f) Provisions and Contingent Liabilities
Others:
Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of a past event, it - Revenue from commission is recognized on delivery of products
is probable that an outflow of resources embodying economic by agent to franchisee which is considered the appropriate point
benefits will be required to settle the obligation and a reliable where the performance obligations in our contracts are satisfied
estimate can be made of the amount of the obligation. Provisions - Interest on investment is recognized on a time proportion basis
are measured at the best estimate of the expenditure required taking into account the amounts invested and the rate of interest.
to settle the present obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions are (h) Expenditure
discounted to reflect its present value using a current pre-tax rate Expenses are accounted on accrual basis.
that reflects the current market assessments of the time value of
money and the risks specific to the obligation. When discounting (i) Employee Benefts
is used, the increase in the provision due to the passage of time is Defned contribution plans
recognised as a finance cost. Contributions to defined contribution schemes such as
Contingent liabilities are disclosed when there is a possible employees’ state insurance, labour welfare fund, superannuation
obligation arising from past events, the existence of which will scheme, employee pension scheme etc. are charged as an
be confirmed only by the occurrence or non-occurrence of one expense based on the amount of contribution required to be
or more uncertain future events not wholly within the control of made as and when services are rendered by the employees.
the Company or a present obligation that arises from past events Company’s provident fund contribution, in respect of certain
where it is either not probable that an outflow of resources will be employees, is made to a government administered fund and charged
required to settle the obligation or a reliable estimate of the amount as an expense to the Statement of Profit and Loss. The above
cannot be made. benefits are classified as Defined Contribution Schemes as the
Company has no further defined obligations beyond the monthly
(g) REVENUE RECOGNITION
contributions.
Effective April 1, 2018, the Company has applied Ind AS 115 which
Defned beneft plans
establishes a comprehensive framework for determining whether,
how much and when revenue is to be recognised. Ind AS 115 replaces In respect of certain employees, provident fund contributions are
Ind AS 18 Revenue. The impact of the adoption of the standard on the made to a trust administered by the Company. The interest rate
financial statements of the Company is insignificant. payable to the members of the trust shall not be lower than the
statutory rate of interest declared by the Central Government under
Sale of products:
the Employees Provident Funds and Miscellaneous Provisions Act,
Revenue from sale of goods is recognised when control of the products 1952 and shortfall, if any, shall be made good by the Company.
being sold is transferred to our customer and when there are no The liability in respect of the shortfall of interest earnings of

NOTES
the Fund is determined on the basis of an actuarial valuation. there is any indication that an impairment loss recognised for an
The Company also provides for retirement/post-retirement benefits asset in prior accounting periods may no longer exist or may have
in the form of gratuity, compensated absences (in respect of certain decreased. An impairment loss recognised for goodwill is not
employees) and long term service awards. The Company’s Gratuity reversed in subsequent periods.
Fund Scheme is considered as defined benefit plans and the gratuity (k) Income Taxes
fund assets are being controlled by separate independant trust for
entire Hindustan Unilever Limited and its subsidaries including Income tax expense for the year comprises of current tax and
Lakme Lever Private Limited. The group’s liability is determined deferred tax. It is recognised in the Statement of Profit and Loss
on the basis of an actuarial valuation using the projected unit credit except to the extent it relates to a business combination or to an
method as at Balance Sheet date, made by independant actuaries. item which is recognised directly in equity or in other comprehensive
income.
As per Ind AS 19 Employee Benefits, in respect of group plans that
share risks between various enterprises under common control, Current tax is the expected tax payable/receivable on the taxable
the net defined benefit cost is recognised in the separate financial income/loss for the year using applicable tax rates for the relevant
statements of the group enterprise that is legally the sponsoring period, and any adjustment to taxes in respect of previous years.
employer for the plan. Hence, the gratuity plan assets, liabilities Interest expenses and penalties, if any, related to income tax are
towards gratuity, leave encashment and long term service awards included in finance cost and other expenses respectively. Interest
are recognised in the books of the holding company for the group. Income, if any, related to Income tax is included in Other Income.
Actuarial gains and losses in respect of the defined benefit plans Deferred tax is recognised in respect of temporary differences
are recognised in the Statement of Profit and Loss of the parent between the carrying amount of assets and liabilities for financial
company in the year in which they arise. reporting purposes and the corresponding amounts used for taxation
Termination benefts purposes.
Termination benefits, in the nature of voluntary retirement benefits A deferred tax liability is recognised based on the expected manner
or termination benefits arising from restructuring, are recognised of realisation or settlement of the carrying amount of assets and
in the Statement of Profit and Loss. The Company recognises liabilities, using tax rates enacted, or substantively enacted, by the
termination benefits at the earlier of the following dates: (a) when end of the reporting period. Deferred tax assets are recognised only
the Company can no longer withdraw the offer of those benefits; and to the extent that it is probable that future taxable profits will be
(b) when the Company recognises costs for a restructuring that is available against which the asset can be utilised. Deferred tax assets
within the scope of Ind AS 37 and involves the payment of termination are reviewed at each reporting date and reduced to the extent that
benefits. Benefits falling due more than 12 months after the end of it is no longer probable that the related tax benefit will be realised.
the reporting period are discounted to their present value. Current tax assets and current tax liabilities are offset when there
(j) Impairment of Non-Financial Assets is a legally enforceable right to set off the recognised amounts and
there is an intention to settle the asset and the liability on a net basis.
Assessment for impairment is done at each Balance Sheet date as
Deferred tax assets and deferred tax liabilities are offset when there
to whether there is any indication that a non-financial asset may
is a legally enforceable right to set off current tax assets against
be impaired. Indefinite-life intangibles are subject to a review for
current tax liabilities; and the deferred tax assets and the deferred
impairment annually or more frequently if events or circumstances
tax liabilities relate to income taxes levied by the same taxation
indicate that it is necessary. For the purpose of assessing
authority.
impairment, the smallest identifiable group of assets that generates
cash inflows from continuing use that are largely independent of the Minimum Alternate Tax (MAT) paid as per Indian Income Tax Act,
cash inflows from other assets or groups of assets is considered as a 1961 is in the nature of unused tax credit which can be carried
cash generating unit. Goodwill acquired in a business combination is, forward and utilised when the Company will pay normal income tax
from the acquisition date, allocated to each of the Company’s cash- during the specified period. Deferred tax assets on such tax credit is
generating units that are expected to benefit from the synergies of the recognised to the extent that it is probable that the unused tax credit
combination, irrespective of whether other assets or liabilities of the can be utilised in the specified future period. The net amount of tax
acquiree are assigned to those units. If any indication of impairment recoverable from, or payable to, the taxation authority is included as
exists, an estimate of the recoverable amount of the individual asset/ part of receivables or payables in the balance sheet.
cash generating unit is made. Asset/cash generating unit whose (l) Leases
carrying value exceeds their recoverable amount are written down
to the recoverable amount by recognising the impairment loss as Leases in which a significant portion of the risks and rewards of
an expense in the Statement of Profit and Loss. The impairment ownership are retained by the lessor are classified as operating
loss is allocated first to reduce the carrying amount of any goodwill leases. Payments and receipts under such leases are charged to the
(if any) allocated to the cash generating unit and then to the other Statement of Profit and Loss on a straight-line basis over the term
assets of the unit pro rata based on the carrying amount of each of the lease unless the lease payments to the lessor are structured
asset in the unit. Recoverable amount is higher of an asset’s or cash to increase in line with expected general inflation to compensate for
generating unit’s fair value less cost of disposal and its value in use. the lessor’s expected inflationary cost increases, in which case the
Value in use is the present value of estimated future cash flows same are recognised as an expense in line with the contractual term.
expected to arise from the continuing use of an asset or cash Leases are classified as finance leases whenever the terms of the
generating unit and from its disposal at the end of its useful life. lease transfer substantially all the risks and rewards incidental to
Assessment is also done at each Balance Sheet date as to whether ownership to the lessee.

112 SUBSIDIARY
NOTES
(m) Borrowing Costs of the Company are recorded using the currency of the primary
economic environment in which the Company operates (the ‘functional
Borrowing costs directly attributable to the acquisition, construction
currency’). Foreign currency transactions are translated into the
or production of an asset that necessarily takes a substantial period
functional currency using exchange rates at the date of the transaction.
of time to get ready for its intended use or sale are capitalised as part
Foreign exchange gains and losses from settlement of these
of the cost of the asset. All other borrowing costs are expensed in the
transactions, and from translation of monetary assets and liabilities
period in which they occur. Borrowing costs consist of interest and
at the reporting date exchange rates are recognised in the Statement
other costs that an entity incurs in connection with the borrowing
of Profit and Loss.
of funds. Borrowing cost also includes exchange differences to the
extent regarded as an adjustment to the borrowing costs. (P) Earnings Per Share
(n) Segment Reporting Basic earnings per share is computed by dividing the net profit for the
period attributable to the equity shareholders of the Company by the
Revenue and expenses have been identified to segments on the
weighted average number of equity shares outstanding during the
basis of their relationship to the operating activities of the segment.
period. The weighted average number of equity shares outstanding
Revenue and expenses, which relate to the company as a whole
during the period and for all periods presented is adjusted for events,
and are not allocable to segments on a reasonable basis, if any,
such as bonus shares, other than the conversion of potential equity
will be included under “Un-allocated corporate expenses net of un-
shares that have changed the number of equity shares outstanding,
allocated income”.
without a corresponding change in resources.
(o) Foreign Currencies
For the purpose of calculating diluted earnings per share, the net
The financial statements are presented in INR, the functional profit for the period attributable to equity shareholders and the
currency of the Company. Items included in the financial statements weighted average number of shares outstanding during the period is
adjusted for the effects of all dilutive potential equity shares.

NOTES
3 PROPERTY, PLANT AND EQUIPMENT AND CAPITAL WORK IN PROGRESS
A Property, Plant and Equipment
Furniture
Freehold Leasehold Plant and Offce
Buildings and Computers Total
Land improvment Equipment Equipment
Fixtures
Gross Block
Balance as at 31st
133.53 3,557.48 1,391.98 19,750.94 308.73 262.62 23.03 25,428.31
March, 2017
Additions - 553.97 86.13 469.87 22.26 16.78 - 1,149.01
Disposals - (9.62) (275.06) (470.92) (20.83) (14.42) - (790.85)
Balance as at 31st
133.53 4,101.83 1,203.05 19,749.89 310.16 264.98 23.03 25,786.47
March, 2018
Additions - 455.14 134.41 1,546.44 56.89 42.25 18.89 2,254.02
Disposals/ Adjustments - 1,362.70 (66.20) (2,078.95) (23.37) 19.14 (0.35) (787.03)
Balance as at 31st
133.53 5,919.67 1,271.26 19,217.38 343.68 326.37 41.57 27,253.46
March, 2019
Accumulated
Depreciation
Balance as at 31st
- 264.01 381.80 3,288.87 130.79 86.37 14.22 4,166.06
March, 2017
Additions - 151.19 181.80 2,280.16 66.99 41.19 7.11 2,728.44
Deductions - (2.07) (90.09) (306.82) (14.09) (11.84) - (424.91)
Balance as at 31st
- 413.13 473.51 5,262.21 183.69 115.72 21.33 6,469.59
March, 2018
Additions - 211.32 175.66 2,177.73 60.88 40.45 7.62 2,673.66
Disposals/ Adjustments - 335.29 (31.75) (831.43) (28.53) 2.00 (0.35) (554.77)
Balance as at 31st
- 959.74 617.42 6,608.51 216.04 158.17 28.60 8,588.48
March, 2019
Net Block
Balance as at 31st
133.53 3,688.70 729.54 14,487.68 126.47 149.27 1.71 19,316.88
March, 2018
Balance as at 31st
133.53 4,959.93 653.84 12,608.87 127.64 168.20 12.97 18,664.98
March, 2019
Notes :
The above assets includes assets given on lease, details are given below:
Plant and Equipment

Gross Block as at 31st March, 2017 424.00
Accumulated Depreciation as at 31st March, 2017 (259.98)
Net Block as at 31st March, 2017 164.02

Accumulated Depreciation as at 31st March, 2018 (284.58)

Accumulated Depreciation as at 31st March, 2019 302.78
B Capital Work -in-progress

Capital work in progress as at 31st March, 2019 is ` 1,706.50 lakhs (31st March, 2018: ` 2,377.89 lakhs)

114 SUBSIDIARY
NOTES
4 INTANGIBLE ASSETS
Refer Note 2.4 (b) for accounting policy on Intangible Assets.
Goodwill Other Intangible Total
assets- Software
Gross Block
Balance as at 31st March, 2017 13,001.24 - 13,001.24
Additions - - -
Disposals - - -
Gross Block
Additions - 18.27 18.27
Disposals - - -
Balance as at 31st March, 2019 13,001.24 18.27 13,019.51
Balance as at 31st March, 2017
Additions - - -
Disposals - - -
Balance as at 31st March, 2018 - - -
Additions (3.04) (3.04)
Disposals - - -
Balance as at 31st March, 2019 - (3.04) (3.04)
Net Block -
Balance as at 31st March, 2019 13,001.24 15.22 13,016.46
IMPAIRMENT CHARGES
The goodwill having indefinite life are tested for impairment and accordingly no impairment charge has been recognised in
Statement of Profit and Loss for FY 2018-19 (` Nil for FY 2017-18)
SIGNIFICANT CASH GENERATING UNITS (CGUS)
The goodwill acquired through business combinations has been entirely allocated to job working unit. (The carrying amount of
goodwill as at 31st March, 2019 is ` 13,001.24 Lakhs.)
FOLLOWING KEY ASSUMPTIONS WERE CONSIDERED WHILE PERFORMING IMPAIRMENT TESTING:
Long term average sustainable growth rate 2%

Weighted Average Cost of Capital % (WACC) before tax (Discount rate) 12%
Average projected segmental margins 9%
The projections cover a period of ten years, as we believe this to be the most appropriate timescale over which to review and
consider annual performances before applying a fixed terminal value multiple to the final year cash flows. The growth rates
used to estimate future performance are based on the conservative estimates from past performance. Segmental margins are
based on future estimated performance.
We have performed sensitivity analysis around the base assumptions and have concluded that no reasonable changes in key
assumptions would cause the recoverable amount of the CGU to be less than the carrying value.

NOTES
5 LOANS
Refer Note 2.4 (e) for accounting policy on Financial Assets.
As at As at
NON-CURRENT
Loan to employees 245.55 -
766.31 524.35
6 OTHER NON-CURRENT ASSETS

As at As at
Deferred lease rent 47.56 58.57

Balances with government authorities (sales tax, customs, etc) 124.85 315.32
172.41 373.89
7 INVENTORIES
Refer Note 2.4 (c) for accounting policy on Inventories.
As at As at
Stock-in-trade [includes in transit: ` Nil Lakhs, (31st March, 2018: ` 10.95 Lakhs)] 1,049.66 890.39
Stores and spares (used in job work business) 370.73 379.28
1,420.39 1,269.67
(a) Stock-in-trade includes good purchased for re-sale.

(b) The write down of Inventories to Net Realisable Value during the year amounted to ` 152.10 Lakh (March 31, 2018:
` 45.56 Lakhs) The reversal of write down during the year amounted to ` 45.56 Lakhs (March 31, 2018: `89.43 lakhs).
8 TRADE RECEIVABLES
Refer Note 2.4 (e) for accounting policy on trade receivables.
As at As at
Considered good 3,070.01 805.06
Trade Receivables - credit impaired 116.06 210.24
Less: Allowance for credit impairment (Refer (a) below) (116.06) (210.24)
3,070.01 805.06
Reversal/ (Allowance) for credit impairment during the year 37.81 (5.20)
Trade receivables written off during the year 56.37 12.83
There are no trade receivables which has significant increase in credit risk as at March 31, 2019

116 SUBSIDIARY
NOTES
Refer Note 2.4 (d) for accounting policy on cash and cash equivalents.
As at As at
Cash on hand 9.07 -
Balances with banks
370.72 285.48
10 OTHER FINANCIAL ASSET

Refer Note 2.4 (e) for accounting policy on Financial Assets.
As at As at
Derivatives - foreign exchange forward contracts 3.95 -
Other receivables 12.20 26.24
Less: Provision for doubtful receivables - (6.22)
16.15 20.02
The movement in provision for doubtful receivables is as follows:
Balance as at beginning of the year (6.22) -
Reclassifications/(provision) for doubtful receivables during the year 6.22 (6.22)
Balance as at the end of the year - (6.22)
As at As at
Balances with Government authorities (VAT, GST, CENVAT, etc) - 1,209.56
Advance to suppliers 97.58 38.22
Other advances (includes employee advances, prepaid expenses etc.) 119.27 28.54
Less: Provision for doubtful receivables (10.30) -
206.55 1,276.32
The movement in provision for doubtful receivables is as follows:
Balance as at beginning of the year - -

Provision for doubtful receivables during the year (4.08) -
Reclassifications for doubtful receivables during the year (6.22) -
Balance as at the end of the year (10.30) -

As at As at
Authorized
7,21,00,000 (March 31, 2018: 7,21,00,000) equity shares of ` 10 each 7,210.00 7,210.00
Issued, subscribed and fully paid up 3,590.76 3,590.76

3,59,07,547 (March 31, 2018: 3,59,07,547) equity shares of ` 10 each 3,590.76 3,590.76

NOTES
As at As at
Number of Amount Number of Amount
Equity Shares:
shares shares
Balance as at the beginning of the year 3,59,07,547 3,590.76 3,59,07,547 3,590.76
Add: Issued during the year - - - -
Balance as at the end of the year 3,59,07,547 3,590.76 3,59,07,547 3,590.76

The Company has only one class of equity shares having a par value of `10 per share. Each shareholder is eligible for one vote per
share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after dis-
tribution of all preferential amounts, in proportion to their shareholding. The dividend proposed by the Board of Directors is subject
to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
c) Shares held by holding company and nominees of holding company in aggregate

As at As at
3,59,07,547 (31st March, 2018: 3,59,07,547) Equity Shares of ` 10 each are held by 3,590.76 3,590.76
Hindustan Unilever Limited, the Holding Company and its nominees
As at As at
Number of shares of ` 10 each held by:
Hindustan Unilever Limited, the Holding Company and its nominees 3,59,07,547 3,59,07,547
% of Holding 100% 100%
12B OTHER EQUITY

(a) Securities Premium : The amount received in excess of face value of the equity shares is recognised in Securities
Premium.
(b) General Reserve: Genaral Reserves forming part of retained earnings are reserves that were created and utilised in
accordance with the erstwhile Companies Act, 1956.
(c) Retained Earnings: Retained earnings are the profits/(losses) that the Company has earned/incurred till date, less any
transfer to general reserve, dividends or other distributions paid to the shareholder.
B. OTHER EQUITY
Securities General Retained Total
Premium reserve Earnings
As at 31st March, 2017 21,749.82 531.56 (8,135.94) 14,145.44
Profit For the year - - 2,261.47 2,261.47
Other comprehensive income For the year - - - -
As at 31st March, 2018 21,749.82 531.56 (5,874.47) 16,406.91
Profit For the year - - 960.78 960.78
Other comprehensive income For the year - - - -
As at 31st March, 2019 21,749.82 531.56 (4,913.69) 17,367.69

118 SUBSIDIARY
NOTES
13 BORROWINGS
Refer Note 2.4 (m) for accounting policy on borrowing cost.
As at As at
Non-current
Intercorporate deposits 16,601.76 14,626.76
Less: Current maturities of long term debt (Refer Note 15) (6,000.00) (6,000.00)
Total 10,601.76 8,626.76
Notes:
1. The above are long term borrowings from Hindustan Unilever Limited, the Holding Company.
2. This loan was used for working capital requirement of salon business and job work business. It is repayable over a period
of 7 years and carries an average rate of interest at 8.07% p.a.
Refer note 32 for information about liquidity risk and market risk of long term borrowings
14 TRADE PAYABLES
As at As at
TOTAL OUTSTANDING DUES OF MICRO ENTERPRISES AND SMALL ENTERPRISES
c. Interest paid by the Company in terms of Section 16 of the Micro, Small and - -
Medium Enterprises Development Act, 2006, along with the amount of the payment
made to the supplier beyond the appointed day
d. Interest due and payable for the period of delay in making payment (which have - -
been paid but beyond the appointed day during the period) but without adding
interest specified under the Micro, Small and Medium Enterprises Act, 2006
when the interest dues as above are actually paid to the small enterprises for the
purpose of disallowance of a deductible expenditure u/s 43 of MSMED Act

Trade payables 4,422.74 6,365.97
4,422.74 6,365.97

NOTES
15 OTHER FINANCIAL LIABILITIES
Refer Note 2.4 (e) for accounting policy on financial liabilities.
As at As at
NON-CURRENT
Security deposits * 139.18 145.42
Total (A) 139.18 145.42
CURRENT
Derivatives - foreign exchange forward contracts 52.49 0.01
Current maturities of long term debt (Refer Note 13) 6,000.00 6,000.00
Interest accrued but not due on borrowings 329.60 264.63
Creditors for capital goods 49.06 53.86
Total (B) 6,780.31 6,584.55
Total (A+B) 6,919.49 6,729.97
* Security deposits accepted from franchisee for salon operations, repayable on termination of contract.
16 OTHER NON-CURRENT LIABILITIES

As at As at
Employee and ex-employee related liabilities 93.67 -
93.67 -
17 PROVISIONS
Refer Note 2.4 (f) for accounting policy on provisions.
As at As at
NON-CURRENT
Provision for employee benefits
Compensated absences 9.63 7.74
Total (A) 9.63 7.74
CURRENT
Provision for employee benefits
Compensated absences 1.96 1.68
Provision for Property, Plant and Equipment to be written off 127.95 210.83
Total (B) 129.91 212.51
Total (A+B) 139.54 220.25

120 SUBSIDIARY
NOTES
As at As at
Salaries, Wages and bonus payable 944.10 854.10
Statutory dues (including provident fund and tax deducted at source) 519.87 538.91
Advance from franchisee 280.47 326.62
1,744.44 1,719.63
19 CONTINGENT LIABILITIES AND COMMITMENTS

Refer Note 2.4 (f) for accounting policy on contingent liabilities.
As at As at
CONTINGENT LIABILITIES
Income tax matters 201.23 53.29
Indirect tax and other matters 673.23 677.67
874.46 730.96
(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending
resolution of the respective proceedings as it is determinable only on receipt of judgements/ decisions pending with various
forums/authorities.
(iii) The Company’s pending litigations comprise of claims against the Company by employees and pertaining to proceedings
pending with Income Tax, Excise, Custom, Sales/VAT tax and other authorities. The Company has reviewed all its pending
litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent
liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to
have a materially adverse effect on its financial statements.
(iv) There has been a Supreme Court (SC) judgement dated 28th February 2019, relating to components of salary structure
that need to be taken into account while computing the contribution to provident fund under the EPF Act. There are
interpretative aspects related to the Judgement including the effective date of application. The Company will continue to
assess any further developments in this matter for the implications on financial statements, if any.
COMMITMENTS
Capital commitments
As at As at
Estimated value of contracts in capital account remaining to be executed and not
provided for (net of capital advances) 309.62 211.02
309.62 211.02

NOTES

Refer (a) below and Note 2.4 (g) for accounting policy on Revenue Recognition.

Sale of products 4,809.69 3,728.00
Sale of services
Income from own salons 4,797.62 5,182.61
Management fees 5,684.17 4,512.08
Income from job work contracts 10,878.12 11,055.81
Display and Commision income 456.02 280.11
Others (including scrap sales, lease rentals etc.) 202.86 150.81
26,828.48 24,909.42
(a) The reconciliation of contract price to revenue from operations is as below:

Job work contracts
Contract price 11,080.98 11,206.62
Less: Trade discounts, volume rebates, etc - -
Total 11,080.98 11,206.62
Salon
Contract price 16,287.50 14,120.19
Less: Trade discounts, volume rebates, etc (540.00) (417.39)
Total 15,747.50 13,702.80
26,828.48 24,909.42
21 OTHER INCOME
Interest income
Income tax refund - 12.00
Unwinding of interest on security deposits - 6.22
Net gain on foreign currency transactions - 0.29
- 18.51

Materials consumed 615.61 879.45
615.61 879.45

122 SUBSIDIARY
NOTES
23 PURCHASES OF STOCK-IN-TRADE
Purchases of traded goods 3,602.50 2,537.71
3,602.50 2,537.71
24 CHANGES IN INVENTORIES OF FINISHED GOODS (INCLUDING STOCK-IN-TRADE)

Opening stocks
Finished goods 890.39 1,047.68
Less: Closing stocks
Finished goods (1,049.66) (890.39)
(159.27) 157.29

Refer Note 2.4 (i) for accounting policy on Employee Benefit Expenses.
Salaries, wages and bonus 6,702.86 5,281.00
Contribution to provident fund and other funds [Refer Note - 34] 268.97 205.68
Staff welfare expenses 258.16 398.36
7,229.99 5,885.04
26 FINANCE COSTS
Interest on inter corporate deposits 1,294.01 1,152.64
1,294.01 1,152.64
27 DEPRECIATION AND AMORTISATION EXPENSE

Refer Note 2.4 (a) for accounting policy on Property, plant and equipment.
Depreciation on tangible assets 2,673.66 2,728.44
Amortisation of intangible assets 3.04 -
2,676.70 2,728.44

NOTES
28 OTHER EXPENSES
Advertising and sales promotion 1,243.55 890.73
Consumption of stores & spares 273.47 522.49
EDP expenses 286.51 276.29
Expenses for use of common facilities 234.04 327.43
Expenses for shared services 809.29 1,182.01
Insurance 117.01 155.77
Packing freight and forwarding expenses 499.43 601.55
Power, fuel, light and water charges 2,264.71 2,272.31
Purchased services 896.63 953.80
Rent 1,647.77 1,528.12
Repairs and maintenance 1,102.42 748.60
Royalty and technical know-how 284.11 267.77
Travelling and motor car expenses 347.91 160.79
Auditors remuneration
-Audit fees 7.65 7.65
-Tax audit fees 1.35 1.35
Miscellaneous expenditure* 470.31 685.06
10,486.16 10,581.72
*Note: Miscellaneous expenditure above includes

(a) The Company has spent ` 30 lakhs (2017-18: ` Nil lakhs) towards various schemes of Corporate Social Responsibility as
prescribed under section 135 of the Companies Act, 2013. The details are:
I. Gross amount required to be spent by the Company during the year: ` 26.01 lakhs (Previous year: ` Nil)
II. Amount spent during the year on:
Paid in Cash
i) Consutruction/Acquisition of any asset -

ii) For purposes other than (i) above 30.00
(figures in brackets pertain to previous year)
III. Above includes a contribution of `30 lakhs (2017-18: ` Nil) to a fellow subsidiary Hindustan Unilever Foundation, which is
a Section 8 registered company under Companies Act, 2013, with the main objectives of working in the areas of social,
economic and environmental issues such as women empowerment, water harvesting, health and hygiene awareness and
enable the less privileged segments of the society to improve their livelihood by enhancing their means and capabilities to
meet the emerging opportunities.
IV. The Company does not carry any provisions for Corporate social responsibility expenses for current year and previous
year.

124 SUBSIDIARY
NOTES
29 INCOME TAXES
Refer Note 2.4(k) for accounting policy on Income taxes.
A. COMPONENTS OF INCOME TAX EXPENSE
As at As at
Tax expense recognised in the Statement of Profit and Loss
Current tax
Current year (125.00) (5.00)
Total (A) (125.00) (5.00)
Deferred tax
Origination and reversal of temporary differences (includes MAT credit of ` 125 3.00 1,260.83
lacs)
Total (B) 3.00 1,260.83
Total (A+B) (122.00) 1,255.83
B. RECONCILIATION OF EFFECTIVE TAX RATE

The reconciliation between the statutory income tax rate applicable to the Company and the effective income tax rate of the
Company is as follows :
As at As at
Statutory income tax rate* 20.59% 34.61%
Differences due to:
Expenses not deductible for tax purposes 2.43% 1.04%
Others (includes mainly unabsorbed depreciation and unabsorbed c/f lossess) -11.75% -160.53%
Effective tax rate 11.27% -124.88%
* The Statutory income tax rate for FY 2018-19 is taken as 20.59% as the Company has made provision for tax as per MAT
(Minimum Alternate Tax as per section 115 JB of the Income Tax Act, 1961 - MAT)
C. MOVEMENT IN DEFERRED TAX ASSETS AND LIABILITIES

Credit/(charge) in the
As at Statement of Proft As at
Movements during the year ended 31st March, 2018 31st March, 2017 and Loss 31st March, 2018
benefits - 20.51 20.51
Provision for doubtful debts and advances - 75.64 75.64
Expenses allowable for tax purposes when paid - 44.55 44.55
Depreciation - (884.96) (884.96)
Tax Losses - 2,005.09 2,005.09
- 1,260.83 1,260.83

NOTES
Credit/(charge) in the
As at Statement of Proft As at
Movements during the year ended 31st March, 2018 31st March, 2018 and Loss 31st March, 2019
benefits 20.51 (11.05) 9.46
Provision for doubtful debts and advances 75.64 (35.08) 40.56
Expenses allowable for tax purposes when paid 44.55 (0.06) 44.49
Depreciation (884.96) 183.89 (701.07)
Tax Losses 2,005.09 (259.70) 1,745.39
MAT credit - 125.00 125.00
1,260.83 3.00 1,263.83
D. Tax assets and liabilities

As at As at
Non- current tax assets (net) 4,221.45 3,164.29
Non- current tax liabilities (net) 15.67 15.67

Refer Note 2.4(p) for accounting policy on Earnings per share.
Earnings per share has been computed as under:
Profit For the year 960.78 2,261.47
Weighted average number of equity shares outstanding 3,59,07,547 3,59,07,547
Earnings per share (`) basic and diluted (Face value of ` 10 per share) 2.68 6.30

126 SUBSIDIARY
NOTES
A ACCOUNTING CLASSIFICATIONS AND FAIR VALUES
The carrying amounts and fair values of financial instruments by class are as follows:
Carrying value Fair value

Note As at As at As at As at
31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018
FINANCIAL ASSETS
Loan to employees 5 245.55 - - -
Derivatives - foreign exchange forward 10 3.95 - 3.95 -
contracts
Other receivables 10 12.20 20.02 - -
782.46 544.37 3.95 -
FINANCIAL LIABILITIES
Financial liabilities measured at fair value

contracts
Financial liabilities measured at amortised

cost
Borrowings 13 10,601.76 8,626.76 - -
Other payables 15 6,727.82 6,584.54 - -
17,521.25 15,356.73 52.49 0.01
The Company has not disclosed the fair values for financial instruments such as cash and cash equivalents, trade receivables
and trade payables because their carrying amounts are a reasonable approximation of the fair values due to their short term
nature.
B INCOME, EXPENSES, GAINS OR LOSSES ON FINANCIAL INSTRUMENTS

Interest income and expenses, gains or losses recognised on financial assets and liabilities in the Statement of Profit and
Loss are as follows:

Interest income - 6.22
Allowance for credit impairment written (back) and Bad debts written off (37.81) 5.20
Provision for doubtful receivables 4.09 6.22
Financial liabilities measured at amortised cost
Interest expense 1,294.01 1,152.64
Fair value gain/(loss) - 0.29

NOTES
C FAIR VALUE HIERARCHY

The fair value of financial instruments as referred to in note (A) above have been classified into a three categories depending
on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
• Level 1: quoted prices for identical instruments in an active market;
• Level 2: directly or indirectly observable market inputs, other than Level 1 inputs; and
• Level 3: inputs which are not based on observable market data.
For assets and liabilities which are measured at fair value as at Balance Sheet date, the classification of fair value calculations
by category is summarized below:
Level 1 Level 2 Level 3 Total



Derivatives - foreign exchange forward contracts - - - -
- -
There were no significant changes in the classification and no significant movements between the fair value hierarchy
classifications of assets and liabilities during the year.
CALCULATION OF FAIR VALUES
The fair values of the financial assets and liabilities are defined as the price that would be received by selling an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions
used to estimate the fair values are consistent with those used for the year ended 31st March, 2018.
Financial assets and liabilities measured at fair value
The fair values of the foreign exchange forward contracts classified as Level 2 has been determined using valuation techniques
with market observable inputs. The model incorporate various inputs including the credit quality of counter-parties and foreign
exchange forward rates.
Other fnancial assets and liabilities (fair values for disclosure purpose only)
- Cash and cash equivalents, trade receivables, other financial assets (except derivative financial instruments), trade
payables, and other financial liabilities (except derivative financial instruments) have fair values that approximate to their
carrying amounts due to their short-term nature.
- Borrowings have fair values that approximate to their carrying amounts as it is based on the net present value of the
anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining
maturities.

128 SUBSIDIARY
NOTES
The Company’s business activities are exposed to a variety of financial risks, namely liquidity risk, market risks and credit risk. The
Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management
framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company,
to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the
changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company.

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The
Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without
incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.
The Company maintained a cautious funding strategy, with a positive cash balance throughout the year ended 31st March, 2019
and 31st March, 2018. Cash flow from operating activities provides the funds to service the financing of financial liabilities on
a day-to-day basis.
The Company regularly monitors the rolling forecasts to ensure it has sufficient cash on-going basis to meet operational
needs. Any short term surplus cash generated by the operating entities, over and above the amount required for working
capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required)
and any excess is invested in interest bearing term deposits and other highly marketable debt investments with appropriate
maturities to optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
As at 31st March 2019, the Company had undrawn credit facilities in aggregate of ` 2,500 Lakhs (2017-18: `2,500 Lakhs) with a
365 days term out. As part of the regular annual process the intention is that these facilities will again be renewed next year.
Undiscounted Amount
Carrying < 1 year > 1 year Total

Amount
Borrowings (including current maturities of long term debt) 16,601.76 6,000.00 10,601.76 16,601.76
Trade payables 4,422.75 4,422.75 - 4,422.75
Security deposits 488.34 349.16 139.18 488.34
Other Payables 378.66 378.66 - 378.66

Borrowings (including current maturities of long term debt) 14,626.76 6,000.00 8,626.76 14,626.76
Trade payables 6,365.97 6,365.97 - 6,365.97
Security deposits 411.47 266.00 145.42 411.47
Other Payables 318.49 318.49 - 318.49

NOTES
The Company’s size and operations result in it being exposed to the currency risk that arise from its use of financial
instruments:
The above risk may affect the Company’s income and expenses, or the value of its financial instruments.The objective of
the Company’s management of market risk is to maintain this risk within acceptable parameters, while optimising returns.
The Company’s exposure to, and management of, these risk is explained below.

1. CURRENCY RISK
The Company is subject to the risk that The Company is exposed to foreign As an estimation of the approximate impact
changes in foreign currency values impact exchange risk arising from various of the residual risk, with respect to financial
the Company’s imports. currency exposures, primarily with instruments, the Company has calculated
respect to US Dollar and Euro. the impact of 5% change in exchange rates.
As at 31st March, 2019, the net unhedged
exposure to the Company on holding The aim of the Group’s approach to A 5% strengthening of the INR against key
financial assets (trade receivables and management of currency risk is to leave currencies to which the Company is exposed
Capital advances) and liabilities (trade the Company with no material residual would have led to approximately an additional
payables and capital payables) other than in risk. This aim has been achieved in all ` 0.29 Lakhs gain in the Statement of Profit
their functional currency amounted to ` 5.73 years presented. and Loss (31st March, 2018 : ` 7.3 Lakhs gain).
Lakhs Payable (March 31, 2018: ` 146 Lakhs). A 5% weakening of the INR against these
The Company manages currency currencies would have led to an equal but
exposures within prescribed limits, opposite effect.
through use of forward exchange
contracts. Foreign exchange transactions
are fully covered with strict limits placed
on the amount of uncovered exposure, if
any, at any point in time.

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual
obligations.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Company’s customer base being
large and diverse. In monitoring customer credit risk, customers are grouped according to their credit characteristics,
including whether they are wholesale or retail, their geographic location, the trade channel and existence of
previous financial difficulties. All trade receivables are reviewed and assessed for default on a quarterly basis.
Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low and so trade
receivables are considered to be a single class of financial assets.
Other fnancial assets
The Company maintains exposure in cash and cash equivalents, term deposits with banks and derivative financial instruments.
The Company has concentrated its main activities with a limited number of counter-parties which have secure credit ratings,
to reduce this risk. Individual risk limits are set for each counter-party based on financial position, credit rating and past
experience. Credit limits and concentration of exposures are actively monitored by the Company’s Treasury department.
The Company’s maximum exposure to credit risk as at 31st March, 2019 and 31st March 31, 2018 is the carrying value of
each class of financial asset.

130 SUBSIDIARY
NOTES
The Company considers the following components of its Balance Sheet to be managed capital:
1. Total equity – retained profit, share capital, securities premium
2. Non-Current and Current maturities of Long term debt (Inter Corporate Deposits)
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to
shareholders. The capital structure of the Company is based on management’s judgement of the appropriate balance of key
elements in order to meet its strategic and day-to-day needs. We consider the amount of capital in proportion to risk and
manage the capital structure in light of changes in economic conditions and the risk characteristics of the underlying assets.
The management monitors the return on capital as well as the level of dividends to shareholders. The Company will take
appropriate steps in order to maintain, or if necessary adjust, its capital structure.

(a) Provident fund and other funds
(b) Employer’s contribution to employee’s state insurance
(c) Pension fund
During the year, the Company has recognised the following amounts in Statement of Profit and loss under Employee benefits
expense:

Employers’ contribution to employee’s state insurance 64.32 38.31
Employer's contribution to pension funds 112.31 90.89
268.97 205.68

Gratuity assets are being controlled by separate independent Trusts for entire Hindustan Unilever Limited and its
subsidiaries including Lakme Lever Private Limited. These trusts maintain their assets at the group level and do not have
assets identifiable specifically for Lakme Lever Private limited. Thus, all the disclosures required by Ind AS 19 “Employee
Benefits” have been made in Hindustan Unilever Limited’s financial statements.
The Company has liabilities towards compensated absences of ` 11.59 lakhs (March 31, 2018 : ` 9.42 lakhs) determined
on the basis of actuarial valuation. In addition to above, there are liabilities which are administered for entire group by
Hindustan Unilever Limited and have been recognised in the books of the parent company.
36 SEGMENT INFORMATION
BUSINESS SEGMENTS
The Company is mainly engaged in providing beauty care services through own salons and franchisees. Post merger with
Aquagel Chemicals Private Limited, the Company operates an additional service segment of job work activities. Based on
the information reviewed by the Company’s Chief Operating Decision Maker (‘CODM’), the operations of ‘salon’ business
and ‘jobwork contracts’ have been considered to be different business segments, governed by different set of risks and
returns.

NOTES
REVENUE
Salon 15,747.50 13,702.80
Job work contracts 11,080.98 11,206.62
Total Revenue 26,828.48 24,909.42
RESULT
Salon 549.35 (208.13)
Job work contracts 1,827.44 2,366.41
Total Result 2,376.79 2,158.28
Finance costs (1,294.01) (1,152.64)

Proft before taxation 1,082.78 1,005.64
Tax expenses (122.00) 1,255.83

Proft after taxation 960.78 2,261.47
OTHER INFORMATION
Capital Depreciation Capital Depreciation

expenditure expenditure
Salon 206.92 265.38 129.75 284.61

Job work contracts 1,394.00 2,411.32 2,061.65 2,443.83
1,600.92 2,676.70 2,191.40 2,728.44
Segment assets and liabilities are not provided because they are not reviewed by CODM.
ADDITIONAL INFORMATION BY GEOGRAPHIES
The entire operation of the Company being domestic, it is considered to be operating in one geographical segment.
REVENUE FROM MAJOR CUSTOMERS
The Company is not reliant on revenues from transactions with any single external customer and does not receive 10% or
more of its revenues from transactions with any single external customer.

132 SUBSIDIARY
NOTES
A. ENTERPRISES EXERCISING CONTROL

(i) Ultimate Holding Company : Unilever PLC
(ii) Holding Company : Hindustan Unilever Limited
B. KEY MANAGEMENT PERSONNEL

Whole-Time Director : Pushkaraj Shenai
DISCLOSURE OF TRANSACTIONS BETWEEN THE COMPANY AND RELATED PARTIES AND THE STATUS OF OUTSTANDING
BALANCES AS ON 31ST MARCH, 2019 AS PER IND AS 24 RELATED PARTY DISCLOSURES
Holding Company Income from job work contracts 10,878.12 11,055.81

Display and Commission income 97.38 114.52
Management fees 529.20 -
Purchases of goods 512.29 245.01
Reimbursement of expenses for holding company 61.87 1,206.86
Reimbursement of expenses by holding company 2,854.17 2,244.14
Royalty and technical know-how 284.11 267.77
Rent expense 58.29 70.16
Expenses for use of common facilities 234.04 327.43
Interest on inter corporate deposits 1,294.01 1,152.64
Purchases of Property, Plant and Equipment 105.42 -
Inter corporate deposit repaid 5,825.00 9,000.00
Outstanding as at year end-

Long term borrowing
Inter corporate deposit payable 10,601.76 8,626.76
Other current financial liabilities
Current maturities of long term debt 6,000.00 6,000.00
Interest accrued on inter corporate deposit 329.60 264.63
Trade Receivables
Receivables at year end 2,084.89 -
Trade Payables
Payables at year end 728.70 2,754.70

NOTES

Fellow Subsidiary of the Ultimate Purchase of fixed assets from Unilever Asia Private Limited - 95.00
Holding Company
Payables at year end - 95.25
Subsidiary of the Holding

Company Donations 30.00 -
Employees' Beneft Plans where Contributions during the year (Employer's contribution only) 61.39 53.11
there is signifcant infuence
Key Management Personnel Remuneration

Short-term employee benefits 186.69 357.53
Terms and conditions of transactions with related parties

All Related Party Transactions entered during the year were in ordinary course of the business and are on arm’s length basis.
For the year ended 31st March, 2019, the Company has not recorded any impairment of receivables relating to amounts owed
by related parties (March 31, 2018: ` Nil ). This assessment is undertaken each financial year through examining the financial
position of the related party and the market in which the related party operates.
38 The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for
material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required
under any law/accounting standards for material foreseeable losses on such long term contracts (including derivative
contracts) have been made in the books of accounts.


Amit Bhasin
Company Secretary

134 SUBSIDIARY
Pond’s Exports Limited

Sanjiv Chatterji M/s. BSR & Co. LLP Unilever House,
Suman Hegde B. D. Sawant Marg, Chakala,
Asha Gopalakrishnan Andheri (East),
Mumbai – 400099
To the Members,
FINANCIAL RESULTS
(` lakhs)
Revenue from operations 0.43 105.84

Profit before exceptional items and tax 8.40 145.91
Profit for the Year 8.40 145.91
Profit and Loss Account Balance carried forward (604.10) (612.50)
OPERATIONAL REVIEW In accordance with Article 108 of the Articles of Association of

the Company and the Companies Act, 2013, one-third of the total
The Company was engaged in leather business and has discontinued Directors, other than Independent Directors of the Company shall
operations. retire by rotation at every Annual General Meeting and accordingly,
DIVIDEND Mr. Sanjiv Chatterji shall retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for re-appointment.
The Directors did not recommend any dividend for the year under
review. BOARD MEETINGS
THE BOARD OF DIRECTORS The Board of Directors meets at regular intervals to discuss and
decide on Company’s operations, policies and strategy apart from
During the year, Ms. Geetu Verma and Mr. Dinesh Thapar resigned other Board business. The Board Meetings are pre-scheduled and a
from the Board and ceased to be the Directors of your Company with tentative calendar of each of the Board Meetings is circulated to the
effect from 8th August, 2018 and 25th February, 2019, respectively. Directors well in advance to facilitate them to plan their schedule
The Board placed on record its appreciation for the services rendered and to ensure meaningful participation in the meetings. However,
by Ms. Geetu Verma and Mr. Dinesh Thapar during their tenure as
in case of a special and urgent business need, the Board’s approval
the Directors of the Company.
is taken by passing resolution by circulation, as permitted by law,
Ms. Suman Hegde and Ms. Asha Gopalakrishnan were appointed which was noted and confirmed at the subsequent Board Meeting.
as the Additional Directors on the Board of the Company with
The notice of Board Meeting is given well in advance to all the
effect from 8th August, 2018 and 7th March, 2019, respectively,
to hold office upto the forthcoming Annual General Meeting Directors. Usually, meetings of the Board are held in Mumbai. The
of the Company. Being eligible, Ms. Suman Hegde and Agenda is circulated a week prior to the date of the meeting. The
Ms. Asha Gopalakrishnan have offered themselves to be appointed Agenda for the Board Meetings include detailed notes on the items
as the Directors of your Company. to be discussed at the meeting to enable the Directors to take an
informed decision.
The Board recommended the appointment of Ms. Suman Hegde and
Ms. Asha Gopalakrishnan as a Directors of the Company and the During the financial year ended 31st March, 2019, four Board Meetings
resolution proposing aforesaid appointments pursuant to Section were held on 3rd May, 2018, 8th August, 2018, 30th November, 2018 and
152 of the Companies Act, 2013, forms part of the Notice of Annual 25th February, 2019. The interval between any two meetings was well
General Meeting. within the maximum allowed gap of 120 days.
Pond’s Exports Limited Annual Report 2018-19

RELATED PARTY TRANSACTIONS The Company is not required to maintain cost records as
specified by the Central Government under Section 148(1) of the
All related party transactions entered during the year were in the Companies Act, 2013.
ordinary course of business and on arm’s length basis. In terms of
Section 134(3)(h) of the Companies Act, 2013, the details of contracts The Company had no employee during the year under review and
or arrangements entered into with related parties are provided in hence, provisions relating to the constitution of Internal Complaints
Form AOC-2, appended as an Annexure to this Annual Report. Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are not applicable
DIRECTORS’ RESPONSIBILITY STATEMENT to the Company.
The Directors confirm that: AUDITORS
i. in the preparation of the annual accounts, the applicable M/s. BSR & Co. LLP, Chartered Accountants, were appointed as
accounting standards have been followed and that no material Statutory Auditors of your Company at the Annual General Meeting
departures have been made from the same; held on 30th June, 2014, for a term of five consecutive years. As per
ii. they have selected such accounting policies and applied them the provisions of Section 139 of the Companies Act, 2013, the firm
consistently and made judgments and estimates that are of Statutory Auditors can be re-appointed for a further period of five
reasonable and prudent, so as to give a true and fair view of the years. A resolution proposing re-appointment of M/s. BSR & Co. LLP,
state of affairs of the Company at the end of the financial year Chartered Accountants as the Statutory Auditors of the Company
and of the profit of the Company for that year; pursuant to Section 139 of the Companies Act, 2013 forms part of
the Notice.
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions The Report given by the Auditors on the financial statements of
of the Companies Act, 2013, for safeguarding the assets of the the Company forms part of this Annual Report. There has been no
Company and for preventing and detecting fraud and other qualification, reservation, adverse remark or disclaimer given by the
irregularities; Auditors in their Report.
iv. they have prepared the annual accounts on a going concern CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
basis; and FOREIGN EXCHANGE EARNINGS AND OUTGO
v. they have devised proper systems to ensure compliance with the The requirements under Section 134(3)(m) of the
provisions of all applicable laws and such systems are adequate Companies Act, 2013, read with Rule 8 of the Companies (Accounts)
and operating effectively. Rules, 2014 in so far as energy conservation and technology
absorption are concerned, are not applicable to the Company.
PERSONNEL
Details of foreign exchange earnings and outgo as per the
The Company had no employee during the year under review and Companies Act, 2013 are given below:-
hence, provisions of Section 197 of the Companies Act, 2013 and
Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of (` lakhs)
Managerial Personnel) Rules, 2014 are not applicable. For the year ended For the year ended
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS 31st March, 2019 31st March, 2018
I EARNINGS - 76.68
There have been no loans, guarantees or investments made by your
Company under Section 186 of the Companies Act, 2013 during the II OUTGO - -
financial year 2018-19.
DEPOSITS
SAFETY, HEALTH, ENVIRONMENT AND QUALITY
The Company has not accepted any public deposits under Chapter V
The Company is committed to excellence in safety, health,
environment and quality management. It accords the highest priority
ANNUAL RETURN EXTRACT to the health and safety of its customers and other stakeholders
as well as to the protection of the environment. The management
Extract of Annual Return in Form MGT 9 under Section 92(3) of the of the Company is strongly focused on continuous improvement in
Companies Act, 2013 and Rule 12 of the Companies (Management these areas which are fundamental to the sustainable growth of the
and Administration) Rules, 2014 is appended as an Annexure to this Company.
Annual Report.
ACKNOWLEDGEMENTS
DECLARATIONS AND CONFIRMATIONS
The Directors take this opportunity to thank all the stakeholders for
The Company has adequate internal financial control system in their support and co-operation.
place which operates effectively. According to the Directors of your
Company are very minimal. Hence, no separate risk management
policy is formulated.
There were no significant and material orders passed by the Sanjiv Chatterji Suman Hegde
Regulators or Courts or Tribunals impacting the going concern Director Director
status and Company’s operations in future. Mumbai, 25th April, 2019 DIN: 07711327 DIN: 06539295
Annual Report 2018-19 Pond’s Exports Limited

136 SUBSIDIARY

Form AOC–2
(Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)
2. Details of contracts or arrangements or transactions at arm’s length basis
(` lakhs)

Hindustan Unilever Limited Holding Company Reimbursement of expenses for holding company 19.92
Reimbursement of expenses by holding company 5.68
* All transactions are in the Ordinary Course of Business, at Arm’s Length basis and are of on-going nature. All transactions are placed before
the Board of Directors of the Company. The terms of these transactions are governed by the respective agreements/terms of purchase.

Director Director

Form No. MGT-9

[As on the financial year ended on 31st March,2019]
i) CIN : U24246MH1981PLC261125
ii) Registration Date : 26th May, 1981
iii) Name of the Company : Pond’s Exports Limited
iv) Category / Sub-Category of the Company Limited by Shares : Public Company / Company limited by shares
v) Address of the Registered office and contact details : Unilever House, B. D. Sawant Marg,
Telephone No : 022 3983 0000

1. N.A. - -


1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding Company 90.00 2(46)
during
shares shares
A. Promoters
1. Indian
– Bodies - 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.00
Corporates
2. Foreign - - - - - - - - -
Total - 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.00
shareholding
of Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held - - - - - - - - -
by Custodian for
GDRs & ADRs
GRAND TOTAL - 1,99,00,147 1,99,00,147 100 - 1,99,00,147 1,99,00,147 100 0.00
(A+B+C)

holding
1. Hindustan Unilever Limited 1,79,10,126 90.00 NIL 1,79,10,126 90.00 NIL 0.00
2. Unilever India Exports 19,90,015 10.00 NIL 19,90,015 10.00 NIL 0.00
Limited
j/w Dev Bajpai
j/w BP Biddappa
5. Unilever India Exports 1 0.00 NIL 1 0.00 NIL 0.00
Limited j/w Srinivas Phatak
j/w Priya Nair
j/w Geetu Verma
j/w Aasif Malbari
j/w Suman Hegde
j/w Shikha Gupta
TOTAL 1,99,00,147 100.00 NIL 1,99,00,147 100.00 NIL 0.00

138 SUBSIDIARY

Company Company
3. Hindustan Unilever Limited j/w Geetu Verma
Not applicable

Company Company
1. Ms. Suman Hegde (Holding j/w Hindustan Unilever Limited)
2. Ms. Geetu Verma (Holding j/w Hindustan Unilever Limited)
Note: None of the Directors except Ms. Suman Hegde and Ms. Geetu Verma (during the tenure of their directorship in Company) held any
shares of the Company during the financial year 2018-19.
V. INDEBTEDNESS
The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial year 2018-19.
The Directors do not receive any remuneration from the Company. The Company is not required to appoint Key Managerial Personnel.
There were no penalties / punishment / compounding of the offences for breach of any Section of Companies Act against the Company
or its Directors or other officers in default, if any, during the year.

Director Director


To the Members of Pond’s Exports Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
OPINION
We have audited the financial statements of Pond’s Exports MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL
Limited (“the Company”), which comprise the balance sheet as STATEMENTS
at 31 March 2019, and the statement of profit and loss (including The Company’s management and Board of Directors are responsible
other comprehensive income), statement of changes in equity for the matters stated in section 134(5) of the Act with respect to the
and statement of cash flows for the year then ended, and notes to preparation of these financial statements that give a true and fair view
the financial statements, including a summary of the significant of the state of affairs, profit/loss and other comprehensive income,
accounting policies and other explanatory information. changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
In our opinion and to the best of our information and according to Indian Accounting Standards (Ind AS) specified under section 133 of
the explanations given to us, the aforesaid financial statements give the Act. This responsibility also includes maintenance of adequate
the information required by the Companies Act, 2013 (“Act”) in the accounting records in accordance with the provisions of the Act for
manner so required and give a true and fair view in conformity with safeguarding of the assets of the Company and for preventing and
the accounting principles generally accepted in India, of the state detecting frauds and other irregularities; selection and application
of affairs of the Company as at 31 March 2019, and profit and other of appropriate accounting policies; making judgments and estimates
comprehensive income, changes in equity and its cash flows for the that are reasonable and prudent; and design, implementation and
year ended on that date. maintenance of adequate internal financial controls that were
BASIS FOR OPINION the accounting records, relevant to the preparation and presentation
We conducted our audit in accordance with the Standards on of the financial statements that give a true and fair view and are free
Auditing (SAs) specified under section 143(10) of the Act. Our from material misstatement, whether due to fraud or error.
responsibilities under those SAs are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of In preparing the financial statements, management and Board
our report. We are independent of the Company in accordance with of Directors are responsible for assessing the Company’s ability
the Code of Ethics issued by the Institute of Chartered Accountants to continue as a going concern, disclosing, as applicable, matters
of India together with the ethical requirements that are relevant to related to going concern and using the going concern basis of
our audit of the financial statements under the provisions of the Act accounting unless management either intends to liquidate the
and the Rules thereunder, and we have fulfilled our other ethical Company or to cease operations, or has no realistic alternative but
responsibilities in accordance with these requirements and the Code to do so.
of Ethics. We believe that the audit evidence we have obtained is Board of Directors is also responsible for overseeing the Company’s
sufficient and appropriate to provide a basis for our opinion. financial reporting process.
EMPHASIS OF MATTER AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE

We draw attention to note 2.1(a) of the financial statements wherein FINANCIAL STATEMENTS
it is stated that the Company has decided to discontinue its business Our objectives are to obtain reasonable assurance about whether the
and is in the process of realising/settling its assets/liabilities. All financial statements as a whole are free from material misstatement,
assets and liabilities are presented at their estimated net realisable/ whether due to fraud or error, and to issue an auditor’s report
settlement amounts or carrying value whichever is lower. Our opinion that includes our opinion. Reasonable assurance is a high level
is not modified in respect of this matter. of assurance, but is not a guarantee that an audit conducted in
OTHER INFORMATION when it exists. Misstatements can arise from fraud or error and are
The Company’s management and Board of Directors are responsible reasonably be expected to influence the economic decisions of users
for the other information. The other information comprises the taken on the basis of these financial statements.
information included in the Company’s annual report, but does not
include the financial statements and our auditor’s report thereon. As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
Our opinion on the financial statements does not cover the other audit. We also:
information and we do not express any form of assurance conclusion
thereon. • Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
In connection with our audit of the financial statements, our perform audit procedures responsive to those risks, and obtain
responsibility is to read the other information and, in doing so, audit evidence that is sufficient and appropriate to provide
consider whether the other information is materially inconsistent a basis for our opinion. The risk of not detecting a material
with the financial statements or our knowledge obtained in the misstatement resulting from fraud is higher than for one
audit or otherwise appears to be materially misstated. If, based on resulting from error, as fraud may involve collusion, forgery,
the work we have performed, we conclude that there is a material intentional omissions, misrepresentations, or the override of
internal control.

140 SUBSIDIARY
• Obtain an understanding of internal control relevant to the audit changes in equity and the statement of cash flows dealt
in order to design audit procedures that are appropriate in the with by this Report are in agreement with the books of
circumstances. Under section 143(3)(i) of the Act, we are also account.
responsible for expressing our opinion on whether the Company d) In our opinion, the aforesaid financial statements comply
has adequate internal financial controls with reference to with the Ind AS specified under section 133 of the Act.
financial statements in place and the operating effectiveness of
such controls. e) On the basis of the written representations received from
the directors as on 31 March 2019 taken on record by the
• Evaluate the appropriateness of accounting policies used Board of Directors, none of the directors is disqualified as
and the reasonableness of accounting estimates and related on 31 March 2019 from being appointed as a director in
disclosures made by management. terms of section 164(2) of the Act.
• Conclude on the appropriateness of management’s use of the f) With respect to the adequacy of the internal financial
going concern basis of accounting and, based on the audit controls with reference to financial statements of the
evidence obtained, whether a material uncertainty exists Company and the operating effectiveness of such controls,
related to events or conditions that may cast significant doubt refer to our separate Report in “Annexure B”.
on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to 3. With respect to the other matters to be included in the Auditor’s
draw attention in our auditor’s report to the related disclosures Report in accordance with Rule 11 of the Companies (Audit
in the financial statements or, if such disclosures are and Auditors) Rules, 2014, in our opinion and to the best of our
inadequate, to modify our opinion. Our conclusions are based information and according to the explanations given to us:
on the audit evidence obtained up to the date of our auditor’s
i. The Company has disclosed the impact of pending
report. However, future events or conditions may cause the
litigations as at 31 March 2019 on its financial position in
Company to cease to continue as a going concern.
its financial statements - Refer Note 12 to the financial
• Evaluate the overall presentation, structure and content of the statements.
financial statements, including the disclosures, and whether
ii. The Company did not have any long-term contracts
the financial statements represent the underlying transactions
including derivative contracts for which there were any
and events in a manner that achieves fair presentation.
material foreseeable losses.
We communicate with those charged with governance regarding,
iii. There were no amounts which were required to be
among other matters, the planned scope and timing of the audit and
transferred to the Investor Education and Protection Fund
significant audit findings, including any significant deficiencies in
by the Company.
internal control that we identify during our audit.
holdings as well as dealings in specified bank notes
that we have complied with relevant ethical requirements regarding
during the period from 8 November 2016 to 30 December
independence, and to communicate with them all relationships
2016 have not been made in these financial statements
and other matters that may reasonably be thought to bear on our
since they do not pertain to the financial year ended 31
March 2019.
REPORT ON OTHER LEGAL AND REGULATORY 4. With respect to the matter to be included in the Auditor’s Report
REQUIREMENTS under section 197(16):
1. As required by the Companies (Auditor’s Report) Order, 2016 According to the information and explanations given to us
(“the Order”) issued by the Central Government in terms and based on our examination of the records, there is no
of section 143(11) of the Act, we give in the “Annexure A” a remuneration paid to the directors during the current year. The
statement on the matters specified in paragraphs 3 and 4 of the Ministry of Corporate Affairs has not prescribed other details
Order, to the extent applicable. under section 197(16) which are required to be commented
2. As required by section 143(3) of the Act, we report that: upon by us.
a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief For B S R & Co. LLP
were necessary for the purposes of our audit. Chartered Accountants
b) In our opinion, proper books of account as required by law 101248W/W-100022
have been kept by the Company so far as it appears from
our examination of those books. Akeel Master
c) The balance sheet, the statement of profit and loss Partner
(including other comprehensive income), the statement of Mumbai, 25th April, 2019 Membership No. 046768

ANNEXURE A
to the Independent Auditor’s report on the financial statements of Pond’s Exports Limited for the year ended 31 March 2019
(i) (a) The Company has maintained proper records showing (viii) The Company has not taken any loans or borrowings from any
full particulars, including quantitative details and financial institution, bank or Government nor has it issued any
situation of fixed assets. debentures. Accordingly, paragraph 3 (viii) of the Order is not
applicable to the Company.
(b) The Company has a regular programme of physical
verification of its fixed assets by which all fixed assets (ix) The Company has not raised any moneys by way of initial
are verified over a period of two years. In accordance public offer, further public offer (including debt instruments)
with this programme, the fixed assets were physically or term loans during the year. Accordingly, paragraph 3 (ix) of
verified by the management during the previous year the Order is not applicable to the Company.
and no material discrepancies have been noticed on
(x) According to the information and explanations given to us, no
such verification. In our opinion, this periodicity of
fraud by the Company or on the Company by its officers or
physical verification is reasonable having regard to the
size of the Company and the nature of its assets.
(xi) According to information and explanations given to us,
(c) According to information and explanations given by the
the Company has not paid / provided for any managerial
management, the title deeds of immovable properties
remuneration during the year. Thus, the provisions of section
are held in the name of the Company:
197 read with Schedule V to the Act is not applicable to the
(ii) The Company does not have any inventory since it has closed Company and accordingly, paragraph 3 (xi) of the Order is not
down the operations. Therefore, paragraph 3 (ii) of the Order is applicable to the Company.
not applicable to the Company.
(xii) In our opinion and according to the information and
(iii) According to information and explanations given to us, there explanations given to us, the Company is not a Nidhi company.
are no companies, firms, limited liability partnerships or other Accordingly, paragraph 3 (xii) of the Order is not applicable to
parties covered in the register maintained under section 189 of the Company.
the Act. Accordingly, paragraph 3 (iii) (a), (b) and (c) of the Order
(xiii) According to the information and explanations given to us and
are not applicable to the Company.
based on our examinations of the records of the Company,
(iv) The Company has not granted any loans or made any transactions with the related parties are in compliance with 188
investments, or provided any guarantees or security to of the Act, where applicable. The details of such related party
the parties covered under section 185 and 186. Therefore, transactions have been disclosed in the financial statements
paragraph 3 (iv) of the Order is not applicable to the Company. as required by applicable Indian Accounting Standards. The
Company does not fall under the definition of a listed company
(v) According to information and explanations given to us, the or other class of companies which is required to constitute
Company has not accepted any deposits from the public within an audit committee under Section 177 (4) (iv) of the Act and
the meaning of the directives issued by the Reserve Bank therefore the said Section is not applicable to the Company.
of India, provisions of section 73 to 76 of the Act, any other
relevant provisions of the Act and the relevant rules framed (xiv) According to the information and explanations given to us and
thereunder. based on our examination of the records, the Company has
(vi) According to the information and explanations given to us, the shares or fully or partly convertible debentures during the year
Central Government has not prescribed the maintenance of under review. Accordingly, paragraph 3 (xiv) of the Order is not
cost records under Section 148(1) of the Act, for the products applicable to the Company.
of the Company.
(vii) (a) According to the information and explanations given based on our examination of the records, the Company has not
to us and on the basis of records of the Company entered into non-cash transactions with directors or persons
examined by us, in our opinion, the Company is regular connected with him. Accordingly, paragraph 3 (xv) of the Order
in depositing the undisputed statutory dues including is not applicable to the Company.
goods and service tax and income tax, as applicable, with
the appropriate authorities. (xvi) The Company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934. Accordingly,
According to the information and explanations given to paragraph 3 (xvi) of the Order is not applicable to the Company.
us, no undisputed amounts payable in respect of goods
and service tax and income tax were in arrears as at 31 For B S R & Co. LLP
March 2019 for a period of more than six months from Chartered Accountants
the date they became payable. Firm’s Registration No.
(b) According to the information and explanations given to 101248W/W-100022
us, there are no dues of income tax, sales tax and goods
and service tax which have not been deposited with the Akeel Master
appropriate authorities on account of any dispute other Partner
than those mentioned in Annexure I to this report. Mumbai, 25th April, 2019 Membership No. 046768

142 SUBSIDIARY
ANNEXURE A
to the Independent Auditor’s report on the financial statements of Pond’s Exports Limited for the year ended 31 March 2019 (Contd.)
ANNEXURE I
Name of the Statute Nature of dues Amount Amount Paid Period to which the Forum where dispute is pending
TNVAT Act’ 2006 Sales tax 30.64 15.32 2007-08 Appellate Deputy Commissioner
(Chennai)
TNVAT Act’ 2006 Sales tax 23.81 11.90 2008-09 Appellate Deputy Commissioner
(Chennai)
TNVAT Act’ 2006 Sales Tax 1.39 1.39 2015-16 Joint Commissioner (CT) (R.P.)
Vellore
TNVAT Act’ 2006 Sales Tax 9.99 Nil 2010-11 Assistant Commissioner of
Commercial tax
Commercial tax
Commercial tax
TNVAT Act’ 2006 Sales Tax 4.64 Nil 2005-06 Joint Commissioner Appeals
Income Tax Act’1961 Income Tax 18.36 Nil 2007-18 Assessing Officer
Income Tax Act’1961 Income Tax 249.55 50.00 2015-16 Assessing Officer
ANNEXURE B
to the Independent Auditor’s report on the financial statements of Pond’s Exports Limited for the year ended 31 March 2019
Report on the internal fnancial controls with reference to the aforesaid fnancial statements under section 143(3)(i) of the Companies
Act, 2013
OPINION in the Guidance Note. These responsibilities include the design,

implementation and maintenance of adequate internal financial
We have audited the internal financial controls with reference to
controls that were operating effectively for ensuring the orderly and
financial statements of Pond’s Exports Limited (“the Company”)
efficient conduct of its business, including adherence to Company’s
as of 31 March 2019 in conjunction with our audit of the financial
statements of the Company for the year ended on that date. policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the
In our opinion, the Company has, in all material respects, an accounting records, and the timely preparation of reliable financial
adequate internal financial control system with reference to information, as required under the Companies Act, 2013 (hereinafter
financial statements and such internal financial controls were referred to as “the Act”).
operating effectively as at 31 March 2019, based on the internal
financial controls with reference to financial statements criteria AUDITOR’S RESPONSIBILITY
established by the Company considering the essential components
of internal controls stated in the Guidance Note on Audit of Internal Our responsibility is to express an opinion on the Company’s internal
Financial Controls over Financial Reporting issued by the Institute of financial controls with reference to financial statements based on our
Chartered Accountants of India (the “Guidance note”). audit. We conducted our audit in accordance with the Guidance Note
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL of the Act, to the extent applicable to an audit of internal financial
FINANCIAL CONTROLS controls with reference to financial statements. Those Standards and
The Company’s management and the Board of Directors are the Guidance Note require that we comply with ethical requirements
responsible for establishing and maintaining internal financial and plan and perform the audit to obtain reasonable assurance
controls based on the internal financial controls with reference about whether adequate internal financial controls with reference to
to financial statements criteria established by the Company financial statements were established and maintained and whether
considering the essential components of internal control stated such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence receipts and expenditures of the company are being made only in
about the adequacy of the internal financial controls with reference accordance with authorisations of management and directors of
to financial statements and their operating effectiveness. Our audit the company; and (3) provide reasonable assurance regarding
of internal financial controls with reference to financial statements prevention or timely detection of unauthorised acquisition, use, or
included obtaining an understanding of such internal financial disposition of the company’s assets that could have a material effect
controls, assessing the risk that a material weakness exists, and on the financial statements.
testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected INHERENT LIMITATIONS OF INTERNAL FINANCIAL
depend on the auditor’s judgement, including the assessment of the CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial controls
We believe that the audit evidence we have obtained is sufficient and collusion or improper management override of controls, material
appropriate to provide a basis for our audit opinion on the Company’s misstatements due to error or fraud may occur and not be detected.
internal financial controls with reference to financial statements. Also, projections of any evaluation of the internal financial controls
MEANING OF INTERNAL FINANCIAL CONTROLS WITH to the risk that the internal financial controls with reference to
REFERENCE TO FINANCIAL STATEMENTS financial statements may become inadequate because of changes
of financial statements for external purposes in accordance with For B S R & Co. LLP
generally accepted accounting principles. A company’s internal Chartered Accountants
financial controls with reference to financial statements include Firm’s Registration No.
those policies and procedures that (1) pertain to the maintenance 101248W/W-100022
(2) provide reasonable assurance that transactions are recorded Akeel Master
as necessary to permit preparation of financial statements in Partner
accordance with generally accepted accounting principles, and that Mumbai, 25th April, 2019 Membership No. 046768

144 SUBSIDIARY
BALANCE SHEET

As at As at
Particulars Note
ASSETS
Non-current assets
Property, plant and equipment 3 56.19 59.02
Non-current tax assets (net) 22 C 108.71 56.07
Current assets
Financial assets
Trade receivables 4 - -
Cash and cash equivalents 5 238.74 439.20
Other financial assets 6 - -
Other current assets 7 62.01 68.52
TOTAL ASSETS 465.65 622.81
Equity
Equity share capital 8A 199.00 199.00
Other equity 8B (512.83) (521.23)
Liabilities
Non-current tax liabilities (net) 22 C 26.21 26.21
Provisions 9 613.48 629.48
Current liabilities
Trade payables 10
Total outstanding dues of creditors other than micro enterprises and
small enterprises 138.98 289.35
Other current liabilities 11 0.81 -
TOTAL EQUITY AND LIABILITIES 465.65 622.81
Contingent Liabilities and capital and other Commitments 12,13
For B S R & Co. LLP For and on behalf of Board of Directors of Pond’s Exports Limited

Membership No: 046768 [DIN No-07711327] [DIN No-06539295]



Particulars Note
INCOME
Revenue from operations 14 0.43 105.84
Other income 15 61.12 351.86
TOTAL INCOME 61.55 457.70
EXPENSES
Cost of materials consumed 16 - 46.56
Excise duty on sale of goods - 6.31
Employee benefits expenses 17 4.28 61.38
Finance costs 18 - 6.11
Depreciation expense 19 2.83 2.83
Other expenses 20 46.04 188.60
TOTAL EXPENSES 53.15 311.79
Proft before Tax 8.40 145.91
Tax expenses
Current tax - -
PROFIT FOR THE YEAR (A) 8.40 145.91
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) 8.40 145.91
Earnings per equity share( In `)
Basic and Diluted (Face value of ` 1 each) 21 0.04 0.73


146 SUBSIDIARY


Proft before tax 8.40 145.91
Adjustments for:
Depreciation expense 2.83 2.83
Loss on sale of property, plant and equipment - 0.08
Interest income (3.44) (0.18)
Finance costs - 6.11
Bad & Doubtful debts and advances written off 8.41 -
Provision for doubtful debts and advances - 18.91
Liabilities written back to the extent no longer required 37.76 351.68
Unrealised foreign exchange loss 0.01 16.30
45.57 395.73
Cash generated from operations before working capital changes 53.97 541.64
Adjustments for:
Decrease in trade receivables - 267.96
Decrease in other financial assets (Current) - 149.66
Decrease in other current assets (1.89) 373.32
(Decrease) in trade payables (165.00) (486.71)
(Decrease) in other financial liabilities - (3.32)
(Decrease) in provisions (Non-current) (39.15) (367.95)
Increase/(decrease) in other current liabilities 0.81 (46.82)
(205.23) (113.86)
Cash (used in) / generated from operations (151.26) 427.78
Income taxes (paid) (52.64) (12.57)
Net cash (used in) / generated from operating activities - [A] (203.90) 415.21
Purchase of property, plant and equipment - (0.08)
Interest received 3.44 0.18
Net cash generated from investing activities - [B] 3.44 0.10
Interest paid - (6.11)
Inter corporate deposits repaid - (445.00)
Net cash (used in) fnancing activities - [C] - (451.11)
Net (decrease)/increase in cash and cash equivalents - [A+B+C] (200.46) (35.79)
Add: Cash and cash equivalents at the beginning of the year 439.20 474.99
Cash and cash equivalents at the end of the year (Refer Note 5) 238.74 439.20
Note: The above statement has been prepared under the ‘Indirect Method’ as set out in the Ind AS 7, Statement of Cash Flows.





Total
Balance as at 31st March, 2017 199
B OTHER EQUITY
Reserves and Surplus Other Comprehensive Total
Income
Capital General Retained
Reserve Reserve Earnings
As at 31st March, 2017 87.56 3.71 (758.41) - (667.14)

Total comprehensive income for the year - 0.00 145.91 - 145.91
As at 31st March, 2018 87.56 3.71 (612.50) - (521.23)
Total comprehensive income for the year - - 8.40 - 8.40
As at 31st March, 2019 87.56 3.71 (604.10) - (512.83)
A) Refer note 8B for nature and purpose of reserve



148 SUBSIDIARY
NOTES
1. COMPANY INFORMATION significant effect to the carrying amounts of assets and liabilities
Pond’s Exports Limited (the ‘Company’) is a wholly owned within the next financial year, are included in the following notes:
subsidiary of Hindustan Unilever Limited (HUL), domiciled in (a) Measurement of defined benefit plans – Note 27;
India with its registered office located at Unilever House, B.D.
Sawant Marg, Chakala, Andheri (East), Mumbai 400 099. The (b) Measurement and likelihood of occurrence of provisions and
Company (bearing CIN number U24246TN1981PLC008785) was contingencies – Notes 9 and 12.
incorporated on May 26, 1981 and the Leather business was 2.3 RECENT ACCOUNTING DEVELOPMENTS
transferred from Hindustan Unilever Limited to this company
with effect from April 1, 2002. The company has closed down Standards issued but not yet effective:
the existing operations. In March 2019, the Ministry of Corporate Affairs issued the
2. BASIS OF PREPARATION, MEASUREMENT AND SIGNIFICANT Companies (Indian Accounting Standards) Amendment Rules,
ACCOUNTING POLICIES 2019 and the Companies (Indian Accounting Standards) Second
Amendment Rules, 2019 notifying the following standard and
2.1 BASIS OF PREPARATION AND MEASUREMENT amendments which are effective from 1st April, 2019:
(a) Basis of preparation - Ind AS 116, Leases
These financial statements have been prepared in accordance with - Appendix C to Ind AS 12, Income taxes
the Indian Accounting Standards (hereinafter referred to as the ‘Ind
AS’) as notified by Ministry of Corporate Affairs pursuant to section - Amendments to Ind AS 103, Business Combinations
133 of the Companies Act, 2013 read with rule 3 of the Companies
(Indian Accounting standards) Rules, 2015 as amended from time to
time. As prudent accounting practice, all assets and liabilities are - Amendments to Ind AS 111, Joint Arrangements
presented at the estimated net realisable value or carrying value
whichever is lower. The accounting policies are applied consistently
to all the periods presented in the financial statements. All assets - Amendments to Ind AS 23, Borrowing Costs
and liabilities have been classified as current or non current as per
the Company’s normal operating cycle and other criteria set out in - Amendments to Ind AS 28, Investments to Associates and Joint
the Division II of Schedule III to the Companies Act, 2013. Based on Ventures
the nature of products and the time between acquisition of assets Based on preliminary assessment, the Company does not expect
for processing and their realisation in cash and cash equivalents, these amendments to have any significant impact on its Financial
the Company has ascertained its operating cycle as 12 months for statements.
the purpose of current or non-current classification of assets and
liabilities. 2.4 SIGNIFICANT ACCOUNTING POLICIES
The financial statements are presented in INR, the functional (a) PROPERTY, PLANT AND EQUIPMENT
currency of the Company. Items included in the financial statements Property, plant and equipment is stated at acquisition cost net of
of the Company are recorded using the currency of the primary accumulated depreciation and accumulated impairment losses, if any.
economic environment in which the Company operates (the Property, plant and equipment acquired in a business combination
‘functional currency’). Transactions and balances with values below are recognised at fair value at the acquisition date. Subsequent
the rounding off norm adopted by the Company have been reflected costs are included in the asset’s carrying amount or recognised
as ‘‘0.00’’ in the relevant notes in these financial statements. as a separate asset, as appropriate, only when it is probable that
(b) Basis of measurement future economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably. All other
These financial statements are prepared under the historical cost repairs and maintenance are charged to the Statement of Profit and
convention unless otherwise indicated. Loss during the period in which they are incurred. Gains or losses
arising on retirement or disposal of property, plant and equipment
2.2 KEY ACCOUNTING ESTIMATES AND JUDGEMENTS
are recognised in the Statement of Profit and Loss. Property, plant
The preparation of financial statements requires management to and equipment which are not ready for intended use as on the date of
make judgements, estimates and assumptions in the application Balance Sheet are disclosed as ‘Capital work-in-progress’.
of accounting policies that affect the reported amounts of assets,
Depreciation is provided on a pro-rata basis on the straight line
liabilities, income and expenses. Estimates and judgements are
method based on estimated useful life prescribed under Schedule II
continuously evaluated and are based on historical experience and
to the Companies Act, 2013 with the exception of the following:
other factors, including expectations of future events that are believed
to be reasonable. Actual results may differ from these estimates. - plant and equipment is depreciated over 3 to 21 years based on
Revisions to accounting estimates are recognised prospectively. the technical evaluation of useful life done by the management.
Information about critical judgements in applying accounting - assets costing ` 5,000 or less are fully depreciated in the year of
policies, as well as estimates and assumptions that have the most purchase.

NOTES
Freehold land is not depreciated. (ii) Measured at fair value through other comprehensive income:
The residual values, useful lives and method of depreciation of Financial assets that are held within a business model whose
property, plant and equipment is reviewed at each financial year end objective is achieved by both, selling financial assets and collecting
and adjusted prospectively, if appropriate. contractual cash flows that are solely payments of principal and
interest, are subsequently measured at fair value through other
(b) INVENTORIES
comprehensive income. Fair value movements are recognized in the
Inventories are valued at the lower of cost and net realisable value. other comprehensive income (OCI). Interest income measured using
Cost is computed on a weighted average basis. Cost of finished the EIR method and impairment losses, if any are recognised in the
goods and work-in-progress include all costs of purchases, Statement of Profit and Loss. On derecognition, cumulative gain or
conversion costs and other costs incurred in bringing the inventories loss previously recognised in OCI is reclassified from the equity to
to their present location and condition. The net realisable value is ‘other income’ in the Statement of Profit and Loss.
the estimated selling price in the ordinary course of business less
(iii) Measured at fair value through proft or loss:
the estimated costs of completion and estimated costs necessary to
make the sale. A financial asset not classified as either amortised cost or FVOCI, is
classified as FVTPL. Such financial assets are measured at fair value
(c) TRADE RECEIVABLES
with all changes in fair value, including interest income and dividend
Trade receivables are initially recognised at fair value. Subsequently, income if any, recognised as ‘other income’ in the Statement of Profit
these assets are held at amortised cost, using the effective interest and Loss.
rate (EIR) method net of any expected credit losses. The EIR is
Derecognition
the rate that discounts estimated future cash income through the
expected life of financial instrument. The Company derecognises a financial asset when the contractual
rights to the cash flows from the financial asset expire, or it transfers
(d) CASH AND CASH EQUIVALENTS
the contractual rights to receive the cash flows from the asset.
Cash and cash equivalents are short-term (three months or less
Impairment of Financial Asset
from the date of acquisition), highly liquid investments and bank
balances that are readily convertible into cash and which are subject The Company applies expected credit losses (ECL) model for
to an insignificant risk of changes in value. measurement and recognition of loss allowance on the following:
(e) FINANCIAL INSTRUMENTS i. Trade receivables
Financial Assets: ii. Financial assets measured at amortized cost (other than trade
receivables)
Financial assets are recognised when the Company becomes
iii. Financial assets measured at fair value through other
a party to the contractual provisions of the instrument.
comprehensive income (FVTOCI)
On initial recognition, a financial asset is recognised at fair value. In
case of Financial assets which are recognised at fair value through In case of trade receivables, the Company follows a simplified
profit and loss (FVTPL), its transaction cost is recognised in the approach wherein an amount equal to lifetime ECL is measured and
statement of profit and loss. In other cases, the transaction cost is recognized as loss allowance.
attributed to the acquisition value of the financial asset.
In case of other assets (listed as ii and iii above), the Company
Financial assets are subsequently classified and measured at determines if there has been a significant increase in credit risk of
the financial asset since initial recognition. If the credit risk of such
- amortised cost
assets has not increased significantly, an amount equal to 12-month
- fair value through profit and loss (FVTPL) ECL is measured and recognized as loss allowance. However, if
- fair value through other comprehensive income (FVOCI). credit risk has increased significantly, an amount equal to lifetime
ECL is measured and recognized as loss allowance.
Financial assets are not reclassified subsequent to their recognition,
except if and in the period the Company changes its business model Subsequently, if the credit quality of the financial asset improves
for managing financial assets. such that there is no longer a significant increase in credit risk since
initial recognition, the Company reverts to recognizing impairment
(i) Measured at amortised cost:
loss allowance based on 12-month ECL.
Financial assets that are held within a business model whose
ECL is the difference between all contractual cash flows that are
objective is to hold financial assets in order to collect contractual
due to the Company in accordance with the contract and all the cash
cash flows that are solely payments of principal and interest, are
flows that the Company expects to receive (i.e., all cash shortfalls),
subsequently measured at amortised cost using the effective
discounted at the original effective interest rate.
interest rate (‘EIR’) method less impairment, if any. The amortisation
of EIR and loss arising from impairment, if any is recognised in the Lifetime ECL are the expected credit losses resulting from all
Statement of Profit and Loss. possible default events over the expected life of a financial asset.

150 SUBSIDIARY
NOTES
12-month ECL are a portion of the lifetime ECL which result from confirmed only by the occurrence or non-occurrence of one or more
default events that are possible within 12 months from the reporting uncertain future events not wholly within the control of the Company
date. or a present obligation that arises from past events where it is either
not probable that an outflow of resources will be required to settle
ECL are measured in a manner that they reflect unbiased and
the obligation or a reliable estimate of the amount cannot be made.
probability weighted amounts determined by a range of outcomes,
taking into account the time value of money and other reasonable (g) REVENUE RECOGNITION
information available as a result of past events, current conditions
Revenue from sale of goods is recognised when control of the
and forecasts of future economic conditions.
products being sold has transferred to our customer and when
As a practical expedient, the Company uses a provision matrix to there are no longer any unfulfilled obligations to the customer.
measure lifetime ECL on its portfolio of trade receivables. The Depending on customer terms, this can be at the time of dispatch,
provision matrix is prepared based on historically observed default delivery or upon formal customer acceptance. This is considered the
rates over the expected life of trade receivables and is adjusted for appropriate point where the performance obligations in our contracts
forward-looking estimates. At each reporting date, the historically are satisfied as PEL no longer has control over the inventory.
observed default rates and changes in the forward-looking estimates
Revenue is measured at fair value of the consideration received or
are updated.
receivable, after deduction of any trade discounts, volume rebates
ECL impairment loss allowance (or reversal) recognized during the and any taxes or duties collected on behalf of the government which
period is recognized as income/ expense in the Statement of Profit are levied on sales such as goods and services tax, etc. Accumulated
and Loss under the head ‘Other expenses’. experience is used to estimate the provision for discounts, using the
most likely amount method. Revenue is only recognised to the extent
Financial Liabilities:
that it is highly probable a significant reversal will not occur.
Initial recognition and measurement
Our customers have the contractual right to return goods only when
Financial liabilities are recognised when the Company becomes authorised by the Company. An estimate is made of goods that will
a party to the contractual provisions of the instrument. Financial be returned and a liability is recognised for this amount using a best
liabilities are initially measured at the amortised cost unless at estimate based on accumulated experience.
initial recognition, they are classified as fair value through profit and Income from export incentives such as duty drawback and premium
loss. In case of trade payables, they are initially recognised at fair on sale of import licenses, and lease license fee are recognised on
value and subsequently, these liabilities are held at amortised cost, accrual basis.
using the effective interest rate method.
Interest income is recognized using the effective interest rate (EIR)
Subsequent measurement method.
Dividend income on investments is recognised when the right to
Financial liabilities are subsequently measured at amortised cost
receive dividend is established.
using the EIR method. Financial liabilities carried at fair value
through profit or loss are measured at fair value with all changes in (h) EXPENDITURE
fair value recognised in the Statement of Profit and Loss.
Expenses are accounted on accrual basis.
Derecognition
(i) EMPLOYEE BENEFITS
A financial liability is derecognised when the obligation specified in
Defned contribution plans
the contract is discharged, cancelled or expires.
Contributions to defined contribution schemes such as employees’
(f) PROVISIONS AND CONTINGENT LIABILITIES
state insurance, labour welfare fund, superannuation scheme,
Provisions are recognised when the Company has a present employee pension scheme etc. are charged as an expense based
obligation (legal or constructive) as a result of a past event, it is on the amount of contribution required to be made as and when
probable that an outflow of resources embodying economic benefits services are rendered by the employees. Company’s provident
will be required to settle the obligation and a reliable estimate can fund contribution, in respect of certain employees, is made to a
be made of the amount of the obligation. Provisions are measured at government administered fund and charged as an expense to the
the best estimate of the expenditure required to settle the present Statement of Profit and Loss. The above benefits are classified
obligation at the Balance Sheet date. as Defined Contribution Schemes as the Company has no further
defined obligations beyond the monthly contributions.
If the effect of the time value of money is material, provisions are
discounted to reflect its present value using a current pre-tax rate Defned beneft plans
that reflects the current market assessments of the time value of
In respect of certain employees, provident fund contributions are
money and the risks specific to the obligation. When discounting
made to a trust administered by the Company. The interest rate
is used, the increase in the provision due to the passage of time is
payable to the members of the trust shall not be lower than the
recognised as a finance cost.
statutory rate of interest declared by the Central Government under
Contingent liabilities are disclosed when there is a possible the Employees Provident Funds and Miscellaneous Provisions Act,
obligation arising from past events, the existence of which will be 1952 and shortfall, if any, shall be made good by the Company. The

NOTES
liability in respect of the shortfall of interest earnings of the Fund is acquiree are assigned to those units. If any indication of impairment
determined on the basis of an actuarial valuation. exists, an estimate of the recoverable amount of the individual asset/
cash generating unit is made. Asset/cash generating unit whose
The Company also provides for retirement/post-retirement benefits
carrying value exceeds their recoverable amount are written down
in the form of gratuity, compensated absences (in respect of certain
to the recoverable amount by recognising the impairment loss as an
employees) and long term service awards. The Company’s Gratuity
expense in the Statement of Profit and Loss. The impairment loss is
fund scheme is considered as defined benefit plans and the gratuity
allocated first to reduce the carrying amount of any goodwill (if any)
fund assets are being controlled by separate independent trust for
allocated to the cash generating unit and then to the other assets of
entire Hindustan Unilever Limited and its subsidiaries including
the unit pro rata based on the carrying amount of each asset in the
Pond’s Exports Limited. The Group’s liability is determined on the
unit. Recoverable amount is higher of an asset’s or cash generating
basis of an actuarial valuation using the projected unit credit method
unit’s fair value less cost of disposal and its value in use. Value in use
as at Balance Sheet date, made by independent actuaries.
is the present value of estimated future cash flows expected to arise
As per Ind AS 19 Employee Benefits, in respect of group plans that from the continuing use of an asset or cash generating unit and from
share risks between various enterprises under common control, its disposal at the end of its useful life. Assessment is also done at
the net defined benefit cost is recognised in the separate financial each Balance Sheet date as to whether there is any indication that an
statements of the group enterprise that is legally the sponsoring impairment loss recognised for an asset in prior accounting periods
employer for the plan. Hence, the gratuity plan assets, liabilities may no longer exist or may have decreased. An impairment loss
towards gratuity, leave encashment and long term service awards recognised for goodwill is not reversed in subsequent periods.
are recognised in the books of the holding company for the group.
(l) INCOME TAXES
Actuarial gains and losses in respect of the defined benefit plans
are recognised in the Statement of Profit and Loss of the parent Income tax expense for the year comprises of current tax and
company in the year in which they arise. deferred tax. Income tax is recognised in the Statement of Profit and
Loss except to the extent that it relates to items recognised in ‘Other
Termination benefts
comprehensive income’ or directly in equity, in which case the tax
Termination benefits, in the nature of voluntary retirement benefits is recognised in ‘Other comprehensive income’ or directly in equity,
or termination benefits arising from restructuring, are recognised in respectively.
the Statement of Profit and Loss when:
Current tax is the expected tax payable on the taxable income for the
• The company has the present obligation as a result of past event year using applicable tax rates at the Balance Sheet date, and any
adjustment to taxes in respect of previous years.
• A reliable estimate can be made of the amount of the obligation
Deferred tax is recognised in respect of temporary difference
• It is probable that an outflow of resources embodying economic
between the carrying amount of assets and liabilities for financial
benefit will be required to settle the obligation.
reporting purposes and the corresponding amount used for taxation
Benefits falling due more than 12 months after the end of the purpose.
reporting period are discounted to their present value.
A deferred tax liability is recognised based on the expected manner
(j) BORROWING COSTS of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted, or substantively enacted, by the
Borrowing costs are interest and other costs incurred by the end of the reporting period. A deferred tax asset is recognised only
Company in connection with the borrowing of funds. Borrowing costs to the extent that it is probable that future taxable profits will be
directly attributable to acquisition or construction of those property, available against which the asset can be utilised. Deferred tax assets
plant and equipments which necessarily take a substantial period are reviewed at each reporting date and reduced to the extent that
of time to get ready for their intended use are capitalised. Other it is no longer probable that the related tax benefit will be realised.
borrowing costs are recognied as an expense in the period in which
they are incurred. Current tax assets and current tax liabilities are offset when there
is a legally enforceable right to set off the recognised amounts and
(k) IMPAIRMENT OF NON-FINANCIAL ASSETS there is an intention to settle the asset and the liability on a net basis.
Assessment for impairment is done at each Balance Sheet date as Deferred tax assets and deferred tax liabilities are offset when there
to whether there is any indication that a non-financial asset may is a legally enforceable right to set off current tax assets against
be impaired. Indefinite-life intangibles are subject to a review for current tax liabilities; and the deferred tax assets and the deferred
impairment annually or more frequently if events or circumstances tax liabilities relate to income taxes levied by the same taxation
indicate that it is necessary. For the purpose of assessing authority.
impairment, the smallest identifiable group of assets that generates (m) FOREIGN CURRENCY
cash inflows from continuing use that are largely independent of the
cash inflows from other assets or groups of assets is considered as a The financial statements are presented in INR (`), the functional
cash generating unit. Goodwill acquired in a business combination is, currency of the Company. Items included in the financial statements
from the acquisition date, allocated to each of the Company’s cash- of the Company are recorded using the currency of the primary
generating units that are expected to benefit from the synergies of the economic environment in which the Company operates (the
combination, irrespective of whether other assets or liabilities of the ‘functional currency’).

152 SUBSIDIARY
NOTES
Foreign currency transactions are translated into the functional (o) EARNINGS PER SHARE
currency using exchange rates at the date of the transaction. Foreign
Basic earnings per share is computed by dividing the net profit/ (loss)
exchange gains and losses from settlement of these transactions,
for the period attributable to the equity shareholders of the Company
and from translation of monetary assets and liabilities at the
by the weighted average number of equity shares outstanding
reporting date exchange rates are recognised in the Statement of
during the period. The weighted average number of equity shares
Profit and Loss.
outstanding during the period and for all periods presented is
(n) LEASES adjusted for events, such as bonus shares, other than the conversion
of potential equity shares that have changed the number of equity
Leases in which a significant portion of the risks and rewards of
shares outstanding, without a corresponding change in resources.
ownership are retained by the lessor are classified as operating
leases. Payments and receipts under such leases are charged to the For the purpose of calculating diluted earnings per share, the net
Statement of Profit and Loss on a straight-line basis over the term profit/ (loss) for the period attributable to equity shareholders and the
of the lease unless the lease payments to the lessor are structured weighted average number of shares outstanding during the period is
to increase in line with expected general inflation to compensate for adjusted for the effects of all dilutive potential equity shares.
the lessor’s expected inflationary cost increases, in which case the
(p) SEGMENT REPORTING
same are recognised as an expense in line with the contractual term.
The Company is engaged in business of manufacturing of Footwear,
Leases are classified as finance leases whenever the terms of the
Shoe Uppers and Other Components, however Chief Operating
lease transfer substantially all the risks and rewards incidental to
Decision Maker (‘CODM’) views it as a single business segment and
ownership to the lessee.
accordingly this is only reportable segment.

NOTES
Freehold Plant and Furniture and Offce

Buildings Total
Land Equipment Fixtures Equipment
Gross Block
Balance as at 31st March, 2017 10.82 56.83 43.31 7.04 0.96 118.96
Additions - - - - - -
Disposals - - - - - -
Additions - - - - - -
Balance as at 31st March, 2017 - 5.80 43.31 7.04 0.96 57.11
Additions - 2.83 - - - 2.83
Impairment Loss - - - - - -
Additions - 2.83 - - - 2.83
Impairment Loss - - - - - -
Net Block
Balance as at 31st March, 2018 10.82 48.20 - - - 59.02
Balance as at 31st March, 2019 10.82 45.37 - - - 56.19
4 TRADE RECEIVABLES
(Refer note 2.4(c) for accounting policy on trade receivables)
As at As at
Considered good - -
Credit Impaired - 192.89
Less: Allowance for credit impairment (Refer note (a) below) - (192.89)
- -
Add: Allowance for credit impairment during the year - (1.81)
Less: Trade receivables written off during the year 192.89 2.82

154 SUBSIDIARY
NOTES
(Refer note 2.4(d) for accounting policy on cash and cash equivalents)
As at As at
Balances with banks
238.74 439.20
6 OTHER FINANCIAL ASSETS

(Refer note 2.4(e) for accounting policy on financial instruments)
CURRENT
As at As at
Other advances - 13.14
Less: Allowance for bad and doubtful advance (Refer (a) below) - (13.14)
- -
(a) The movement in allowance for bad and doubtful advances is as follows:
Balance as at beginning of the year (13.14) -
Add: Allowance for bad and doubtful advances during the year - (13.14)
Less: Bad and doubtful advances written off during the year 13.14 -
As at As at
Security deposits with customs, port trust, excise and other government authorities 43.31 44.30
Balances with Government Authorities (VAT, GST) 429.28 427.73
Less: Provision against Balances with Government Authorities (Refer (a) below) (427.57) (427.57)
Export benefits receivable 19.58 26.92
Less: considered doubtful (Refer (a) below) (2.59) (2.86)
Other advances
Other advances considered doubtful - 22.00
Less: Allowance for doubtful advances (Refer (a) below) - (22.00)
62.01 68.52
(a) The movement in above provisions is as follows:
Add: Provision during the year - (67.87)
Less: Amount utilised / reversed during the year 22.27 132.24

NOTES
As at As at
Authorised
2,10,00,000 (31st March, 2018: 2,10,00,000) equity shares of ` 1 each 210.00 210.00
1,99,00,147 (31st March, 2018: 1,99,00,147) equity shares of ` 1 each 199.00 199.00
199.00 199.00

Equity Shares:
Balance as at the beginning of the year 1,99,00,147 199.00 1,99,00,147 199.00
Balance as at the end of the year 1,99,00,147 199.00 1,99,00,147 199.00
The Company has one class of equity shares having a par value of ` 1 per share. Each shareholder is eligible for one vote per share
held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution
of all preferential amounts, in proportion to their shareholding.
As at As at
1,79,10,132 (31st March, 2018: 1,79,10,132) shares are held by Hindustan Unilever 179.10 179.10
Limited, the holding company
19,90,015 (31st March, 2018: 19,90,015) shares are held by Unilever India Exports 19.90 19.90
Limited, subsidiary of Hindustan Unilever Limited
As at As at
Hindustan Unilever Limited, the holding company 1,79,10,132 1,79,10,132
% of Holding 90 90
Unilever India Exports Limited, subsidiary of Hindustan Unilever Limited 19,90,015 19,90,015
% of Holding 10 10
8B. OTHER EQUITY

(a) Capital Reserve: The Companies Act, 2013 requires the Company to create capital reserve based on statutory requirement
persuant to capital reduction.
(b) Retained Earnings: Retained earnings are the profits/ (losses) that the Company has earned/ incurred till date, less any dividends
or other distributions paid to investors.
(c) General Reserve: Genaral Reserves forming part of retained earnings are reserves that were created and utilised in accordance
with the earstwhile Companies Act, 1956.

156 SUBSIDIARY
NOTES
B. OTHER EQUITY
Capital General Retained

Total
reserve reserve Earnings
As at 31st March, 2017 87.56 3.71 (758.41) (667.14)
Profit for the year - - 145.91 145.91
Other comprehensive income for the year - - - -
As at 31st March, 2018 87.56 3.71 (612.50) (521.23)
Profit for the year 8.40 8.40
Other comprehensive income for the year - - - -
As at 31st March, 2019 87.56 3.71 (604.10) (512.83)
9 PROVISIONS
(Refer note 2.4(f) for accounting policy on Provisions)
As at As at
Provision for employee litigations 479.40 479.40
Provision for VAT and vendor claims 134.08 150.08
613.48 629.48
These provisions have not been discounted as it is not practicable for the Company to estimate the timing of the provision utilisation
and cash outflows , if any , pending resolution.
10 TRADE PAYABLES
(Refer note 2.4(e) for accounting policy on financial instruments)
As at As at
TOTAL OUTSTANDING DUES OF MICRO ENTERPRISES AND SMALL ENTERPRISES -
Enterprises Development Act, 2006, along with the amount of the payment made
to the supplier beyond the appointed day
f. Interest remaining due and payable even in the succeeding years, until such date when - -
the interest dues as above are actually paid to the small enterprises for the purpose of
disallowance of a deductible expenditure under section 23 of the MSMED Act
Trade payables 138.98 289.35
138.98 289.35

NOTES
As at As at
Statutory dues ( including tax deducted at source ) 0.81 -
0.81 -
12 CONTINGENT LIABILITIES
(Refer note 2.4(f) for accounting policy on contingent liabilities)
As at As at
Claims against the Company not acknowledged as debts
Income tax 267.91 44.53
Sales Tax 60.84 56.19
Excise duty - 5.01
328.75 105.73
(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution
of the respective proceedings as it is determinable only on receipt of judgements/ decisions pending with various forums/
authorities.
(iii) The Company’s pending litigations comprise of proceedings pending with Income Tax, Sales Tax and Excise authorities. The
Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required
and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome
of these proceedings to have a materially adverse effect on its financial results.
13 CAPITAL AND OTHER COMMITMENTS
The Company does not have any capital and other commitments.
(Refer note 2.4(g) for accounting policy on revenue recognition)

Sale of products
Finished goods - 88.54
Others (including scrap sales, export incentives, etc.) 0.43 17.30
0.43 105.84
15 OTHER INCOME
(Refer note 2.4(g) for accounting policy on revenue recognition)

Interest income
From bank deposits 2.80 -
From others 0.64 0.18
Liabilities written back to the extent no longer required 37.76 351.68
Insurance Claim 19.92 -
61.12 351.86

158 SUBSIDIARY
NOTES

Raw materials consumed - 46.56
- 46.56

(Refer note 2.4(i) for accounting policy on employee benefits)
Salaries, wages and bonus - 58.39
Contribution to provident fund and other funds (Refer Note 26) 4.28 1.57
Workmen and staff welfare expenses - 1.42
4.28 61.38
18 FINANCE COSTS
(Refer note 2.4(j) for accounting policy on borrowing costs)
Interest on inter - corporate deposit - 6.11
- 6.11
19 DEPRECIATION EXPENSES
(Refer note 2.4(a) for accounting policy on Property Plant and Equipment
Depreciation on Property, Plant and Equipment 2.83 2.83
2.83 2.83
20 OTHER EXPENSES
Rent [Refer note (b) below] - 3.42
Rates & taxes (excluding income tax) 4.42 -
Carriage and freight - 2.73
Provision for doubtful debts and advances - 18.91
Bad and doubtful debts and advances written off 8.41 -
Net loss on foreign currency transactions 0.01 16.30
Miscellaneous expenses [Refer Note (a) below] 33.20 147.24
46.04 188.60

(a) Miscellaneous expense include:
Auditors' remuneration and expenses
Statutory Audit fees 4.95 4.95
Tax audit fees 3.15 3.15

NOTES
(Refer note 2.4(o) for accounting policy on Earning per share)

Earnings Per Share has been computed as under:
Profit for the year 8.40 145.91
Weighted average number of equity shares outstanding 1,99,00,147 1,99,00,147
Earnings per share (`) - Basic and Diluted (Face value of ` 1 per share) 0.04 0.73
22 UNRECOGNISED DEFERRED TAX ASSETS AND TAX LOSSES CARRIED FORWARD

(Refer note 2.4(l) for accounting policy on Income taxes)
A UNRECOGNISED DEFERRED TAX ASSETS
As at 31st March, 2019 As at 31st March, 2018

Gross Amount Unrecognised Gross Amount Unrecognised
Tax effect Tax effect
Deductible temporary difference 1,194.87 332.41 1,440.40 498.49
Tax losses 860.90 239.50 533.45 184.62
2,055.77 571.91 1,973.85 683.11
B. TAX LOSSES CARRIED FORWARD
31st March, 2019 Expiry date 31st March, 2018 Expiry date
Brought forward losses ( allowed to carry forward for
841.19 2023-26 514.60 2023-25
specified period)
Brought forward losses ( allowed to carry forward for
19.71 - 18.85 -
infinite period)
Note: The above is arrived basis the balances as on date. Part of the tax losses expires in 2023-2026. the deductible temporary
difference do not expire under the current tax legislation.
C. TAX ASSETS AND LIABILITIES

Non current tax assets (net) 108.71 56.07
Non current tax liabilities (net) 26.21 26.21

160 SUBSIDIARY
NOTES
INCOME, EXPENSES, GAINS OR LOSSES ON FINANCIAL INSTRUMENTS
Interest income and expenses, gains or losses recognised on financial assets and liabilities in the Statement of Profit and Loss are
as follows:

Interest income 2.80 -
Allowance for doubtful debts and advance - 18.91
Financial liabilities measured at amortised cost
Interest expense - 6.11
Fair value (loss) - (16.30)
2.80 8.72
The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The
Company’s senior management has the overall responsibility for the establishment and oversight of the Company’s risk management
framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are
reviewed regularly to reflect changes in market conditions and the Company’s activities.
Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s
approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring
unacceptable losses. In doing this, management considers both normal and stressed conditions. A material and sustained shortfall
in our cash flow could undermine the Company’s credit rating and impair investor confidence.
The Company maintained a cautious funding strategy, with a positive cash balance throughout the year ended 31st March, 2019 and
31st March, 2018. Cash flow from operating activities provides the funds to service the financing of financial liabilities on a day-to-day
basis.
The Company’s treasury department regularly monitors the rolling forecasts to ensure it has sufficient cash on-going basis to meet
operational needs. Any short term surplus cash generated by the operating entities, over and above the amount required for working
capital management and other operational requirements, is retained as cash and cash equivalents (to the extent required) and any
excess is invested in interest bearing term deposits and other highly marketable debt investments with appropriate maturities to
optimise the cash returns on investments while ensuring sufficient liquidity to meet its liabilities.
Carrying Payable Payable

Total
amount within a year after 1 year
Trade payables 138.98 138.98 - 138.98
Trade payables 289.35 289.35 - 289.35

NOTES
The Company’s size and operations result in it being exposed to the following market risks that arise from its use of financial
instruments:
Currency risk:
The above risks may affect the Company’s income and expenses, or the value of its financial instruments. The objective of the Company’s
management of market risk is to maintain this risk within acceptable parameters, while optimising returns. The Company’s exposure
to, and management of, these risks is explained below.

1. CURRENCY RISK
The Company is subject to the risk The Company is exposed to foreign exchange As an estimation of the approximate
that changes in foreign currency risk arising from various currency exposures, impact of the residual risk, with
values impact the Company’s exports primarily with respect to US Dollar ,GBP and respect to financial instruments, the
revenue and imports of raw material Euro. Company has calculated the impact
and property, plant and equipment. of a 5% change in exchange rates.
The aim of the Group’s approach to
management of currency risk is to leave the
As at 31st March, 2019, the net A 5% strenthening of the INR
Company with no material residual risk. This
unhedged exposure to the Company against key currencies to which the
aim has been achieved in all years presented.
on holding financial assets (trade Company is exposed would have led to
receivables and Capital advances) The Company manages currency exposures approximately an additional ` Nil profit
and liabilities (trade payables and within prescribed limits, through use of in the Statement of Profit and Loss (31st
capital payables) other than in their forward exchange contracts. Foreign exchange March, 2018 `NIL). A 5% weakening of
functional currency amounted to ` Nil transactions are fully covered with strict limits the INR against these currencies would
( 31st March, 2018: ` NIL) placed on the amount of uncovered exposure, have led to an equal but opposite effect.
if any, at any point in time.

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual obligations.
Trade receivables
Concentrations of credit risk with respect to trade receivables are limited, due to the Company’s customer base being
large and diverse. In monitoring customer credit risk, customers are grouped according to their credit characteristics,
including whether they are wholesale or retail, their geographic location, the trade channel and existence of
previous financial difficulties. All trade receivables are reviewed and assessed for default on a quarterly basis.
Our historical experience of collecting receivables, supported by the level of default, is that credit risk is low and so trade receivables
are considered to be a single class of financial assets.
The Company considers the following components of its Balance Sheet to manage capital:
Total equity – share capital, retained earnings, general reserves and capital reserve
Since the operations are closed down, at present the Company manages capital to ensure there is liquidity in paying off the liabilities
and ensure all assets are sold off. Basis the future course of action, the Company will take appropriate steps in order to maintain, or
if necessary adjust, its capital structure.

a. Provident fund and other funds
b. Employer’s contribution to employee’s state insurance
c. Family pension fund
During the year, the Company has recognised the following amounts in Statement of Profit and loss

162 SUBSIDIARY
NOTES
4.28 1.57

Gratuity, Officers Pension fund and Provident Fund assets are being controlled by separate independent Trusts for entire Hindustan
Unilever Limited and its subsidiaries including Pond’s Exports Limited. These trusts maintain their assets at the group level and
do not have assets identifiable specifically for Pond’s Exports Limited. Thus, all the disclosures required by Ind AS 19 ‘‘Employee
Benefits’’ have been made in Hindustan Unilever Limited’s Financial Statements.
Provident Funds set up by employers guarantee a specified rate of return and require interest shortfall to be met by the employer
and in accordance with the requirements of Ind AS 19 it would be a defined benefit plan. Pursuant to the requirement, the liability in
respect of the shortfall of interest earnings of Fund is Nil, determined on the basis of actuarial valuation done for entire Hindustan
Unilever Limited and its subsidiaries including Pond’s Exports Limited.
28 SEGMENT INFORMATION
The Company is engaged in business of manufacturing of «Footwear, Shoe Uppers and Other Components». Based on the information
reviewed by the Company’s Chief Operating Decision Maker (‘CODM’), the entire set of business is considered as a single business
segment, governed by similar set of risks and returns. Accordingly, the figures appearing in these financial statements relate to
‘‘Footwear, Shoe Uppers and Other Components’’ segment.

A. Enterprises exercising control
(i) Holding Company : Hindustan Unilever Limited
(ii) Ultimate Holding Company : Unilever PLC
Disclosure of transactions between the Company and Related Parties and the status of outstanding balances as on 31st March, 2019

Holding Company : Interest on long term borrowing and long term liability - 6.11
Sale of export licenses - 246.51
Reimbursement of expenses by holding company 5.68 -
Reimbursement of expenses for holding company 19.92 157.27
Inter corporate deposits repaid - 445.00
Employees’ Beneft Plans
Contributions during the year (Employer’s contribution
where there is signifcant : - 0.82
only)
infuence


Daverashola Estates Private Limited

Suman Hegde M/s. BSR & Co. LLP Unilever House,
Shalini Sinha B. D. Sawant Marg, Chakala,
Asha Gopalakrishnan Andheri (East),
Mumbai – 400099
To the Members,
FINANCIAL RESULTS
(` lakhs)
Revenue - -
Expenses - -
Profit / (Loss) for the Year - -
Profit and Loss Account balance brought forward from previous year (33.72) (33.72)
Profit and Loss Account balance carried forward (33.72) (33.72)
OPERATIONAL REVIEW every Director, other than Managing Director of the Company, if any,
shall retire by rotation at every Annual General Meeting. Accordingly,
The Company currently has no business activity. There is an ongoing
Ms. Suman Hegde shall retire by rotation at the forthcoming Annual
litigation on the property owned by the Company in Tamil Nadu.
General Meeting and being eligible, offer herself for re-appointment.
DIVIDEND BOARD MEETINGS
The Board of Directors meet at regular intervals to discuss and
review.
decide on Company’s operations, business policies and strategy
THE BOARD OF DIRECTORS apart from other Board business. However, in case of a special and
urgent business need, the Board’s approval is taken by passing
During the year, Ms. RajRajeshwari Shukla resigned as the Director resolution by circulation, as permitted by law, which is noted and
of your Company with effect from 30th November, 2018. Also, confirmed in the subsequent Board Meeting.
Mr. K. Ganesh resigned as the Director of the Company with effect
from 25th April, 2019. The Board placed on record its sincere The notice of Board Meeting is given well in advance to all the
appreciation for the services rendered by Ms. RajRajeshwari Shukla Directors. Usually, meetings of the Board are held in Mumbai. The
and Mr. K. Ganesh during their tenure as the Directors of the Agenda is circulated a week prior to the date of the meeting. The
Company. Agenda for the Board Meetings includes detailed notes on the items
to be discussed at the meeting to enable the Directors to take an
Ms. Shalini Sinha and Ms. Asha Gopalakrishnan were appointed informed decision.
as the Additional Directors on the Board of the Company
with effect from 10th December, 2018 and 25th April, 2019, During the financial year ended 31st March, 2019, four Board
respectively, to hold office upto the forthcoming Annual General Meetings were held on 4th May, 2018, 10th August, 2018,
Meeting of the Company. Being eligible, Ms. Shalini Sinha and 30th November, 2018 and 26th February, 2019. The interval between
Ms. Asha Gopalakrishnan, offered themselves for appointment as any two meetings was well within the maximum allowed gap of
the Directors of the Company. 120 days.
The Board recommended the appointment of Ms. Shalini Sinha RELATED PARTY TRANSACTIONS
and Ms. Asha Gopalakrishnan as Directors of the Company and
The Company has not entered into any related party transactions
the resolution proposing aforesaid appointments pursuant to
during the year under review.
Section 152 of the Companies Act, 2013 forms part of the Notice of
Annual General Meeting. DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with Article 34 of the Articles of Association of the The Directors confirm that:
Company and the relevant provisions of the Companies Act, 2013,
Annual Report 2018-19 Daverashola Estates Private Limited

164 SUBSIDIARY
accounting standards have been followed and that no material There were no significant and material orders passed by the
departures have been made from the same; Regulators or Courts or Tribunals impacting the going concern
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are The Company is not required to maintain cost records as
reasonable and prudent, so as to give a true and fair view of the specified by the Central Government under Section 148(1) of the
state of affairs of the Company at the end of the financial year Companies Act, 2013.
and of the profit/loss of the Company for the year; The Company had no employee during the year under review and
hence, provisions relating to the constitution of Internal Complaints
iii. they have taken proper and sufficient care for the maintenance of Committee under the Sexual Harassment of Women at Workplace
adequate accounting records in accordance with the provisions (Prevention, Prohibition and Redressal) Act, 2013 are not applicable
of the Companies Act, 2013, for safeguarding the assets of the to the Company.
Company and for preventing and detecting fraud and other
irregularities; AUDITORS
M/s. BSR & Co. LLP, Chartered Accountants were appointed as
basis; and
held on 20th June, 2014, for a term of five consecutive years. As per
v. they have devised proper systems to ensure compliance with the the provisions of Section 139 of the Companies Act, 2013, the firm
provisions of all applicable laws and such systems are adequate of Statutory Auditors can be re-appointed for a further period of five
and operating effectively. years.
A resolution proposing re-appointment of M/s. BSR & Co. LLP,
PERSONNEL
Chartered Accountants as the Statutory Auditors of the Company
The Company had no employee during the year under review and pursuant to Section 139 of the Companies Act, 2013 forms part of
hence, provisions of Section 197 of the Companies Act, 2013 and the Notice.
Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
The Report given by the Auditors on the financial statement of
Managerial Personnel) Rules, 2014 are not applicable.
the Company is part of this Annual Report. There has been no
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS qualification, reservation, adverse remark or disclaimer given by the
There were no loans, guarantees or investments made by your
Company in accordance with the provisions of Section 186 of the CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
Companies Act, 2013 during the financial year 2018-19. FOREIGN EXCHANGE EARNINGS AND OUTGO
DEPOSITS The requirements under Section 134(3)(m) of the
The Company has not accepted any public deposits under Chapter V Companies Act, 2013, read with Rule 8 of the Companies (Accounts)
of Companies Act, 2013 during the year. Rules, 2014 in so far as energy conservation, technology absorption
and foreign exchange are concerned, are not applicable to the
ANNUAL RETURN EXTRACT Company.
Extract of Annual Return in Form MGT-9 under Section 92(3) of the ACKNOWLEDGEMENTS
Companies Act, 2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014 is appended as an Annexure to this The Directors take this opportunity to thank all the stakeholders for
Annual Report. their support and co-operation.
DECLARATIONS AND CONFIRMATIONS On behalf of the Board

place which operates effectively. According to the Directors of your Shalini Sinha Suman Hegde
Director Director
Company are very minimal. Hence, no separate Risk Management
Policy is formulated.
Daverashola Estates Private Limited Annual Report 2018-19


Form No. MGT-9

i) CIN : U15200MH2004PTC149035
ii) Registration Date : 8th October, 2004
iii) Name of the Company : Daverashola Estates Private Limited
iv) Category / Sub-Category of the Company : Private Company / Company limited by Shares
Telephone No : 022 3983 0000

1. N.A. - -

during
shares shares
A. Promoters
1. Indian
– Bodies
Corporates - 2,21,700 2,21,700 100 - 2,21,700 2,21,700 100 0.00
2. Foreign - - - - - - - - -
Total
shareholding
of Promoter - 2,21,700 2,21,700 100 - 2,21,700 2,21,700 100 0.00
B. Public
Shareholding - - - - - - - - -
C. Shares held
by Custodian for
GDRs & ADRs - - - - - - - - -
GRAND TOTAL
(A+B+C) - 2,21,700 2,21,700 100 - 2,21,700 2,21,700 100 0.00

166 SUBSIDIARY

No. of % of total % of shares No. of % of total % of shares holding
shares shares pledged / shares shares pledged / during the
of the encumbered of the encumbered to year
j/w K. Ganesh
j/w Ajay Lalvani
j/w Aasif Malbari
j/w Dinesh Thapar
j/w Dev Bajpai
j/w Srinivas Phatak
j/w Suman Hegde
j/w Shikha Gupta
TOTAL 2,21,700 100.00 NIL 2,21,700 100.00 NIL 0.00
Sr. No. Shareholders’ Name Shareholding at the beginning of Cumulative Shareholding

the year during the year
Company Company
Transfer dated 4th May, 2018 1 0.00 - 0.00
Transfer dated 4th May, 2018 1 0.00 1 0.00
6. Hindustan Unilever Limited j/w Asha Gopalakrishnan

Not applicable
Company Company
1. Mr. K. Ganesh (Holding j/w Hindustan Unilever Limited)
Transfer during the year - 0.00 1 0.00
2. Ms. Suman Hegde (Holding j/w Hindustan Unilever Limited)
Note: None of the Directors except Mr. K. Ganesh and Ms. Suman Hegde (during their tenures as a Director) held any shares of the Company
during the financial year 2018-19.
V. INDEBTEDNESS
The Company had no indebtedness with respect to Secured or Unsecured Loans or Deposits during the financial
year 2018-19.
The Directors do not receive any remuneration from the Company. The Company is not required to appoint Key Managerial
Personnel.
There were no penalties / punishment / compounding of the offences for breach of any section of the
Companies Act, 2013, against the Company or its Directors or other Officers in default, if any, during the year.
Shalini Sinha Suman Hegde

Director Director

168 SUBSIDIARY

To the Members of Daverashola Estates Private Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Indian Accounting Standards (Ind AS) specified under section 133 of
the Act. This responsibility also includes maintenance of adequate
OPINION accounting records in accordance with the provisions of the Act for
We have audited the financial statements of Daverashola Estates safeguarding of the assets of the Company and for preventing and
Private Limited (“the Company”), which comprise the balance sheet detecting frauds and other irregularities; selection and application
as at 31 March 2019, and the statement of profit and loss (including of appropriate accounting policies; making judgments and estimates
other comprehensive income), statement of changes in equity that are reasonable and prudent; and design, implementation and
and statement of cash flows for the year then ended, and notes to maintenance of adequate internal financial controls that were
the financial statements,including a summary of the significant operating effectively for ensuring the accuracy and completeness of
accounting policies and other explanatory information. the accounting records, relevant to the preparation and presentation
the information required by the Companies Act, 2013 (“Act”) in the In preparing the financial statements, management and Board
manner so required and give a true and fair view in conformity with of Directors are responsible for assessing the Company’s ability
the accounting principles generally accepted in India, of the state to continue as a going concern, disclosing, as applicable, matters
of affairs of the Company as at 31 March 2019, and profit / loss and related to going concern and using the going concern basis of
other comprehensive income, changes in equity and its cash flows accounting unless management either intends to liquidate the
for the year ended on that date. Company or to cease operations, or has no realistic alternative but
to do so
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
for the Audit of theFinancial Statements section of our report. We are FINANCIAL STATEMENTS
independent of the Company in accordance with the Code of Ethics
Our objectives are to obtain reasonable assurance about whether the
issued by the Institute of Chartered Accountants of India together
financial statements as a whole are free from material misstatement,
with the ethical requirements that are relevant to our audit of the
whether due to fraud or error, and to issue an auditor’s report
financial statements under the provisions of the Act and the Rules
that includes our opinion. Reasonable assurance is a high level
thereunder, and we have fulfilled our other ethical responsibilities
of assurance, but is not a guarantee that an audit conducted in
in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
taken on the basis of these financial statements.
The Company’s management and Board of Directors are responsible
audit evidence that is sufficient and appropriate to provide a basis
In connection with our audit of the financial statements, our
for our opinion. The risk of not detecting a material misstatement
responsibility is to read the other information and, in doing so,
resulting from fraud is higher than for one resulting from error,
consider whether the other information is materially inconsistent
as fraud may involve collusion, forgery, intentional omissions,
with the financial statements or our knowledge obtained in the
misrepresentations, or the override of internal control.
audit or otherwise appears to be materially misstated. If, based on
the work we have performed, we conclude that there is amaterial • Obtain an understanding of internal control relevant to the audit
misstatement of this other information, we are required to report in order to design audit procedures that are appropriate in the
that fact. We have nothing to report in this regard. circumstances.Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL has adequate internal financial controls with reference to
STATEMENTS financial statements in place and the operating effectiveness of
The Company’s management and Board of Directors are responsible such controls.
for the matters stated in section 134(5) of the Act with respect to the • Evaluate the appropriateness of accounting policies used and the
preparation of these financial statements that give a true and fair view reasonableness of accounting estimates and related disclosures
of the state of affairs, profit / loss and other comprehensive income, made by management.
changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the • Conclude on the appropriateness of management’s use of the
going concern basis of accounting and, based on the audit


To the Members of Daverashola Estates Private Limited (Contd.)
evidence obtained, whether a material uncertainty exists related e) On the basis of the written representations received from
to events or conditions that may cast significant doubt on the the directors as on 31 March 2019 taken on record by the
Company’s ability to continue as a going concern. If we conclude Board of Directors, none of the directors is disqualified as
that a material uncertainty exists, we are required to draw on 31 March 2019 from being appointed as a director in
attention in our auditor’s report to the related disclosures in terms of section 164(2) of the Act.
the financial statements or, if such disclosures are inadequate,
f) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
evidence obtained up to the date of our auditor’s report. However,
Company and the operating effectiveness of such controls,
future events or conditions may cause the Company to cease to
refer to our separate Report in “Annexure B”.
continue as a going concern.
3. With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit and
financial statements, including the disclosures, and whether the
Auditors) Rules, 2014, in our opinion and to the best of our
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
i. The Company has disclosed the impact of pending
litigations as at 31 March 2019 on its financial position in
its financial statements - Refer Note 12 to the financial
statements.
andother matters that may reasonably be thought to bear on our iii. There were no amounts which were required to be
independence, and where applicable, related safeguards. transferred to the Investor Education and Protection Fund
by the Company.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS iv. The disclosures in the financial statements regarding
1. As required by the Companies (Auditor’s Report) Order, 2016 during the period from 8 November 2016 to 30 December
(“the Order”) issued by the Central Government in terms 2016 have not been made in these financial statements
of section 143(11) of the Act, we give in the “Annexure A” a since they do not pertain to the financial year ended 31
statement on the matters specified in paragraphs 3 and 4 of March 2019.
the Order, to the extent applicable.
4. With respect to the matter to be included in the Auditor’s Report
2. As required by section 143(3) of the Act, we report that: under section 197(16):
a) We have sought and obtained all the information and According to the information and explanations given to
explanations which to the best of our knowledge and us and based on our examination of the records, there is
belief were necessary for the purposes of our audit. no remuneration paid to the directors during the current
b) In our opinion, proper books of account as required by law year. The Ministry of Corporate Affairs has not prescribed
have been kept by the Company so far as it appears from other details under section 197(16) which are required to
our examination of those books. be commented upon by us.
c) The balance sheet, the statement of profit and loss
(including other comprehensive income), the statement For B S R & Co. LLP
of changes in equity and the statement of cash flows dealt Chartered Accountants
with by this Report are in agreement with the books of Firm’s Registration No.
account. 101248W/W-100022
d) In our opinion, the aforesaid financial statements comply
with theInd AS specified under section 133 of the Act. Akeel Master
Partner

170 SUBSIDIARY
ANNEXURE A
to the Independent Auditor’s report on the financial statements of Daverashola Estates Private Limited for the year
ended 31 March 2019
(i) (a) The Company has maintained proper records showing offer, further public offer (including debt instruments) or term
full particulars, including quantitative details and loans during the year. Accordingly, paragraph 3(ix) of the Order
situation of fixed assets. is not applicable to the Company.
(b) The fixed assets of the Company have been physically (x) According to the information and explanations given to us, no
verified by the Management during the year and no fraud by the Company or on the Company by its officers or
material discrepancies have been noticed on such employees has been noticed or reported during the year.
verification. In our opinion, the frequency of verification (xi) According to information and explanations given to us,
is reasonable. the Company has not paid/provided for any managerial
(c) According to information and explanations given by the remuneration during the year. Thus, the provisions of section
management, the title deeds of immovable properties, 197 read with Schedule V to the Act is not applicable to the
as disclosed in Note 3 to the financial statements, are Company and accordingly, paragraph 3 (xi) of the Order is not
in the process of being transferred in the name of the applicable to the Company.
Company. (xii) In our opinion and according to the information and
(ii) The Company does not have any inventory. Thus, paragraph 3 explanations given to us, the Company is not a Nidhi company.
(ii) of the Order is not applicable to the Company. Accordingly, paragraph 3(xii) of the Order is not applicable to
the Company.
(iii) There are no companies, firms, limited liability partnerships or
other parties covered in the register maintained under section (xiii) According to the information and explanations given to us and
189 of the Act. Accordingly, paragraph 3 (iii) (a), (b) and (c) of based on our examinations of the records of the Company,
the Order are not applicable to the Company. transactions with the related parties are in compliance with 188
of the Act, where applicable. The details of such related party
(iv) The Company has not granted any loans or made any
transactions have been disclosed in the financial statements
investments, or provided any guarantees or security to
as required by applicable Indian Accounting Standards.The
the parties covered under section 185 and 186. Therefore,
paragraph 3 (iv) of the Order is not applicable to the Company.
or other class of companies which is required to constitute an
(v) According to information and explanations given to us, the audit committee under Section 177 of the Act and therefore the
Company has not accepted any deposits from the public within said Section is not applicable to the Company.
the meaning of the directives issued by the Reserve Bank
(xiv) According to the information and explanations given to us
of India, provisions of section 73 to 76 of the Act, any other
and based on our examination of the records, the Company
relevant provisions of the Act and the relevant rules framed
has not made any preferential allotment or private placement
thereunder.
of shares or fully or partly convertible debentures during the
(vi) To the best of our knowledge and as explained, the Central year.Accordingly, paragraph 3(xiv) of the Order is not applicable
Government has not specified the maintenance of cost records to the Company.
under section 148 (1) of the Act.
(vii) (a) According to the information and explanations given to based on our examination of the records, the Company has not
us and the records of the Company examined by us, in entered into non-cash transactions with directors or persons
our opinion the Company did not have any statutory dues connected with him. Accordingly, paragraph 3(xv) of the Order
which are required to be deposited with the appropriate is not applicable to the Company.
authorities. Thus, paragraph 3 (vii) (a) of the Order is not (xvi) The Company is not required to be registered under section
applicable to the Company. 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
(b) According to the information and explanations given paragraph 3(xvi) of the Order is not applicable to the Company.
to us and the records of the Company examined by us,
in our opinion there are no dues which have not been For B S R & Co. LLP
deposited on account of any dispute by the Company. Chartered Accountants
(viii) The Company has not taken any loans or borrowings from any Firm’s Registration No.
financial institution, bank or Government nor has it issued any 101248W/W-100022
debentures. Accordingly, paragraph 3 (viii) of the Order is not
Akeel Master
(ix) The Company has not raised any moneys by way of initial public Partner

ANNEXURE B
to the Independent Auditor’sreport on the financial statements of Daverashola Estates Private Limited for the year
ended 31 March 2019
2013

depend on the auditor’s judgement, including the assessment of the
financial statements of Daverashola Estates Private Limited (“the
adequate internal financial control system with reference to
internal financial controls with reference to financial statements.
financial statements and such internal financial controls were
operating effectively as at 31 March 2019, based on the internal MEANING OF INTERNAL FINANCIAL CONTROLS WITH
financial controls with reference to financial statements criteria REFERENCE TO FINANCIAL STATEMENTS
established by the Company considering the essential components
of internal controls stated in the Guidance Note on Audit of Internal
Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (the “Guidance note”).
The Company’s management and the Board of Directors are
responsible for establishing and maintaining internal financial
controls based on the internal financial controls with reference to
financial statements criteria established by the Company considering
the essential components of internal control stated in the Guidance
Note. These responsibilities include the design, implementation
and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct
of its business, including adherence to Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting
as required under the Companies Act, 2013 (hereinafter referred to INHERENT LIMITATIONS OF INTERNAL FINANCIAL
as “the Act”). CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Our responsibility is to express an opinion on the Company’s internal with reference to financial statements, including the possibility of
financial controls with reference to financial statements based on our collusion or improper management override of controls, material
audit. We conducted our audit in accordance with the Guidance Note misstatements due to error or fraud may occur and not be detected.
and the Standards on Auditing, prescribed under section 143(10) Also, projections of any evaluation of the internal financial controls
of the Act, to the extent applicable to an audit of internal financial with reference to financial statements to future periods are subject
controls with reference to financial statements. Those Standards and to the risk that the internal financial controls with reference to
the Guidance Note require that we comply with ethical requirements financial statements may become inadequate because of changes
and plan and perform the audit to obtain reasonable assurance in conditions, or that the degree of compliance with the policies or
about whether adequate internal financial controls with reference to procedures may deteriorate.
about the adequacy of the internal financial controls with reference Firm’s Registration No.
to financial statements and their operating effectiveness. Our audit 101248W/W-100022
included obtaining an understanding of such internal financial Akeel Master
controls, assessing the risk that a material weakness exists, and Partner

172 SUBSIDIARY
BALANCE SHEET
(All amounts in ` ‘000’, unless otherwise stated)

Particulars Note As at As at
ASSETS
Non-current assets
Property, plant and equipment 3 44,642 44,642
Non-current tax assets (net) 4 50 50
TOTAL ASSETS 44,692 44,692
Equity
Equity share capital 5A 2,217 2,217
Other equity 5B 39,553 39,553
Liabilities
Other non-current liabilities 6 2,922 2,922
TOTAL EQUITY AND LIABILITIES 44,692 44,692
For B S R & Co. LLP For and on behalf of Board of Directors of Daverashola Estates Private Limited
Akeel Master Suman Hegde Shalini Sinha




Particulars Note Year ended Year ended
TOTAL INCOME - -
TOTAL EXPENSES - -
Profit/Loss before tax - -
Tax expenses
Current Tax - -
PROFIT/LOSS FOR THE YEAR (A) - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A + B) - -

Basic and Diluted (Face value of Rs. 10 each) 7 - -
Basis of preparation, measurement and significant accounting policies 2 - -


174 SUBSIDIARY


A. CASH FLOW FROM OPERATING ACTIVITIES:
Profit/loss before tax - -
Cash generated from operations before working capital changes - -
Changes in working capital : - -
Net cash (used in)/ generated from operating activities - [A] - -
B. CASH FLOW FROM INVESTING ACTIVITIES

Net cash (used in)/ generated from investing activities - [B] - -
C. CASH FLOW FROM FINANCING ACTIVITIES

Net cash (used in)/ generated from fnancing activities - [C] - -
Net increase/ (decrease) in Cash and Cash equivalents - [A+B+C] - -
Add: Cash and cash equivalents at the beginning of the year - -
Cash and cash equivalents as at end of the year - -




Note Total
Balance as at 31st March, 2017 5A 2,217
B OTHER EQUITY
Reserves and Surplus Total
Securities Retained
Premium Earnings
As at 31st March, 2017 42,925 (3,372) 39,553
Profit/Loss for the year - - -
As at 31st March, 2018 42,925 (3,372) 39,553
As at 31st March, 2019 42,925 (3,372) 39,553


176 SUBSIDIARY
NOTES
1) COMPANY INFORMATION the net profit/(loss) for the period attributable to equity
Daverashola Estates Private Limited (the ‘Company’) shareholders and the weighted average number of shares
incorporated on 8th October, 2004 is a private limited company outstanding during the period is adjusted for the effects of all
domiciled in India with its registered office located at Unilever dilutive potential equity shares.
House, B.D. Sawant Marg, Chakala, Andheri (East), Mumbai
c) Provisions And Contingent Liabilities
400 099, with its main objective to construct, improve, maintain,
develop, work, manage, carry out or control any buildings, Provisions are recognised when the Company has a present
offices, branches, warehouses, stores, chawls and other building obligation (legal or constructive) as a result of a past event, it
which may seem calculated directly or indirectly to advance the is probable that an outflow of resources embodying economic
Company’s interests, and contribute to subsidize or otherwise benefits will be required to settle the obligation and a reliable
assist or take part in the construction improvement etc. estimate can be made of the amount of the obligation. Provisions
are measured at the best estimate of the expenditure required
2) BASIS OF PREPARATION, MEASUREMENT AND to settle the present obligation at the Balance Sheet date.
If the effect of the time value of money is material, provisions
2.1 Basis Of Preparation And Measurement are discounted to reflect its present value using a current pre-
a) Basis for preparation of accounts tax rate that reflects the current market assessments of the
time value of money and the risks specific to the obligation.
When discounting is used, the increase in the provision due to
with the Indian Accounting Standards (hereinafter referred
the passage of time is recognised as a finance cost.
to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs
pursuant to section 133 of the Companies Act, 2013 read with Contingent liabilities are disclosed when there is a possible
rule 3 of the Companies (Indian Accounting standards) Rules, obligation arising from past events, the existence of which
2015 as amended from time to time. The financial statements will be confirmed only by the occurrence or non-occurrence
have been prepared on accrual and going concern basis. All the of one or more uncertain future events not wholly within the
accounting policies are applied consistently to all the period control of the Company or a present obligation that arises from
presented in the financial statements. All assets and liabilities past events where it is either not probable that an outflow of
have been classified as current or non current as per the resources will be required to settle the obligation or a reliable
Company’s normal operating cycle and other criteria as set out estimate of the amount cannot be made.
in the Division II of Schedule III to the Companies Act, 2013. d) Impairment of Non-Financial Assets
Transactions and balances with values below the rounding off Assessment for impairment is done at each Balance Sheet date
norm adopted by the Company have been reflected as “0” in as to whether there is any indication that a non-financial asset
the relevant notes in these financial statements. The financial may be impaired.
statements of the Company for the year ended 31st March,
If any indication of impairment exists, an estimate of the
2019 were approved for issue in accordance with the resolution
recoverable amount of the individual asset is made. Asset
of the Board of Directors on 25th April, 2019.
whose carrying value exceeds their recoverable amount are
b) Basis of measurement written down to the recoverable amount by recognising the
These financial statements are prepared under the historical impairment loss as an expense in the Statement of Profit and
cost convention unless otherwise indicated. Loss. Recoverable amount is higher of an asset’s fair value less
cost of disposal and its value in use. Value in use is the present
2.2 SIGNIFICANT ACCOUNTING POLICIES value of estimated future cash flows expected to arise from the
a) Property, Plant and Equipment continuing use of an asset and from its disposal at the end of its
Property, plant and equipment is stated at acquisition cost net useful life.
of accumulated depreciation and accumulated impairment 2.3 RECENT ACCOUNTING DEVELOPMENTS
losses, if any. Subsequent costs are included in the asset’s Standards issued but not yet effective:
carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic In March 2019, the Ministry of Corporate Affairs issued the
benefits associated with the item will flow to the Company and Companies (Indian Accounting Standards) Amendments Rules,
the cost of the item can be measured reliably. 2019 and the Companies (Indian Accounting Standards) Second
Amendment Rules, 2019, notifying the following standard and
b) Earning Per Share amendment which are effective from 1st April, 2019:
Basic earnings per share is computed by dividing the net profit/ - Ind AS 116, Leases
(loss) for the period attributable to equity shareholders of the - Appendix C to Ind AS 12, Income taxes
company by the weighted average number of equity shares - Amendments to Ind AS 103, Business Combinations
outstanding during the period. The weighted average number - Amendments to Ind AS 109, Financial Instruments
of equity shares outstanding during the period and for all - Amendments to Ind AS 111, Joint Arrangements
periods presented is adjusted for events, such as bonus shares, - Amendments to Ind AS 19, Employee Benefits
other than the conversion of potential equity shares, that have - Amendments to Ind AS 23, Borrowing Costs
changed the number of equity shares outstanding, without a - Amendments to Ind AS 28, Investments to Associates and
corresponding change in resources. Joint Ventures
For the purpose of calculating diluted earnings per share, The above standard and amendments will not have any
material impact on the financial statements.
NOTES
Land Leasehold Total

GROSS BLOCK
Balance as at 1st April, 2017 44,642 44,642
Additions - -
Disposals - -
Balance as at 31st March, 2018 44,642 44,642
Additions - -
Disposals - -
Balance as at 31st March, 2019 44,642 44,642
Balance as at 1st April, 2017 - -
Additions - -
Disposals - -
Balance as at 31st March, 2018 - -
Additions - -
Disposals - -
Balance as at 31st March, 2019 - -
Net Block
Balance as at 31st March, 2018 44,642
Balance as at 31st March, 2019 44,642
NOTES:
i) The title deed of Leasehold Land acquired on demerger of Daverashola Properties of Hindustan Unilever Limited, amounting to
Rs.44,642 (‘000) is in the process of being transferred in the name of the Company.
ii) Under the Gudalur Janmam Estates (Abolition and Conversion into Ryotwari) Act, 1969, the right and title to Leasehold land may
be altered at a later date, the nature and effect of which cannot be ascertained at present. However, appropriate steps have been
taken to protect the Company’s interest.
4) NON-CURRENT TAX ASSETS (NET)

As at As at
Advance income tax [net] 50 50

50 50

178 SUBSIDIARY
NOTES
5A) EQUITY SHARE CAPITAL
As at As at
Authorized
5,00,000 (31st March, 2018: 5,00,000) equity shares of Rs. 10 each 5,000 5,000

2,21,700 equity shares (31st March, 2018: 2,21,700) of Rs. 10 each 2,217 2,217
[All shares are held by Hindustan Unilever Limited, the Holding Company and its nominees]
2,217 2,217
As at 31st March, 2019 As at 31st March, 2018

Equity Shares:
Balance as at the beginning of the year 2,21,700 2,217 2,21,700 2,217
Balance as at the end of the year 2,21,700 2,217 2,21,700 2,217

Equity shares: The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one
vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after
distribution of all preferential amounts, in proportion to their shareholding. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
c) Shares held by holding company and subsidiaries of holding company in aggregate
As at As at
Equity Shares of Rs. 10 :
2,21,700 Equity shares (31st March, 2018: 2,21,700) of Rs.10 each are held 2,217 2,217
by Hindustan Unilever Limited, the holding company and its nominee.
As at As at
Equity Shares held by the holding company, Hindustan Unilever Limited
and its nominee
Number of shares 2,21,700 2,21,700

NOTES
5B) OTHER EQUITY
A) Summary of Other Equity Balance:
OTHER EQUITY Securities Retained Total

Premium Earnings
As at 1st April, 2017 42,925 (3,372) 39,553
As at 31st March, 2018 42,925 (3,372) 39,553
As at 31st March, 2019 42,925 (3,372) 39,553
B) Nature and Purpose of Reserves:

(a) Securities Premium : The amount received in excess of face value of the equity shares is recognised in Securities Premium.
(b) Retained Earnings : Retained earnings are the profits/loss that the Company has earned till date, less any transfer to general reserve,
dividends or other distributions paid to the shareholder.
6) OTHER NON CURRENT LIABILITIES
As at As at
Payable to Hindustan Unilever Limited, the holding company (Refer note 8 2,922 2,922
and 13)
2,922 2,922
7) EARNINGS PER SHARE
As at As at
Profit/Loss for the year - -
Weighted average number of Equity shares outstanding 2,21,700 2,21,700
Earnings per share (Rs.) - basic and diluted (face value of Rs. 10 per - -
share)
8) RELATED PARTY DISCLOSURES

i) Enterprise exercising control
Holding Company Hindustan Unilever Limited
Ultimate Holding Company Unilever PLC
ii) Disclosure of transactions between the Company and Holding Company and the status of outstanding balances as
at 31st March, 2019
Balance outstanding as at the year end:
As at As at
Payable to Holding Company 2,922 2,922

There are no related party transactions during the current and the previous year.

180 SUBSIDIARY
NOTES
9) SEGMENT REPORTING holding Company, Hindustan Unilever Limited, the financial

statements are prepared on a going concern basis.
The Company is in the business to develop, build, and construct
thereon residential, commercial complexes, townships and 12) The Company’s pending litigations comprise of proceedings
such similar complexes for sale or self use or for earning pending with settlement officer, before the Madras High Court
rental income therein by letting out individual units comprised and the Supreme Court. The Company has reviewed all its
in such buildings. The entire operations are governed by the pending litigations and proceedings. The Company does not
same set of risks and returns. Hence, the operations have been expect the outcome of these proceedings to have a materially
considered as representing a single business segment. The adverse effect on its financial results.
Company is considered to be operating in one geographical
13) NON-CURRENT LIABILITIES
segment.
Ind AS requires non-current liabilities to be recognised at
10) Pursuant to the Scheme of Arrangement for demerger of
present value (discounted value) where the effect of time value
Janmam Property of Hindustan Unilever Limited to the
of money is material. The non-current liability is payable to
Company, with effect from 1st November, 2006 as sanctioned
Hindustan Unilever Limited, the holding company and the
by the Honourable High Court of Mumbai on 9th February,
impact of discounting is not material.
2007, the Janmam leasehold land has been transferred to the
Company at a consideration of 171,700 equity shares of face 14) OTHER MATTER
value of Rs. 10/- each at a premium of Rs. 250/- per share.
Information with regard to the additional information and other
11) GOING CONCERN disclosures to be disclosed by way of notes to Statement of
profit and loss as specified in Schedule III to the Act is either
Having regard to the continued support of the Company’s
‘nil ‘ or ‘ not applicable ‘ to the Company for the year.


Jamnagar Properties Private Limited

Shalini Sinha B. D. Sawant Marg,
Asha Gopalakrishnan Chakala, Andheri (East),
Mumbai – 400 099.
To the Members,
FINANCIAL RESULTS
(` lakhs)
Revenue - -
Expenses - -
Profit / (Loss) for the Year - -
Profit and Loss Account balance brought forward from previous year (500.00) (500.00)
Profit and Loss Account balance carried forward (500.00) (500.00)
OPERATIONAL REVIEW Ms. Asha Gopalakrishnan, offered themselves for appointment as

the Directors of the Company.
During the year, the litigation over land situated at Jamnagar,
leased by Government of Gujarat to erstwhile Brooke Bond India The Board recommended the appointment of Ms. Shalini Sinha
Limited was closed. The Company has surrendered the residuary and Ms. Asha Gopalakrishnan as Directors of the Company and
land to the Collector of Jamnagar, Government of Gujarat. A Deed the resolution proposing aforesaid appointments pursuant to
of Surrender was signed to this effect on 17th December, 2018. Section 152 of the Companies Act, 2013 forms part of the Notice of
Formalities such as intimation of surrender of electricity connection Annual General Meeting.
to the authorities, taking of electricity meter readings and handling During the year, Mr. Amit Sood, Manager of the Company who was
of keys to City Survey Superintendent have been duly completed. appointed on 4th May, 2018, resigned as a Manager of your Company
The Company has obtained a letter from the office of the City Survey with effect from 7th February, 2019. The Board placed on record
Superintendent taking on record the handing over of the keys post its sincere appreciation for the services rendered by Mr. Amit Sood
voluntary surrender of the residuary land. during his tenure.
DIVIDEND In accordance with Article 34 of the Articles of Association of the
Your Directors did not recommend any dividend for the year under Company and the relevant provisions of the Companies Act, 2013,
review. all the Directors of the Company, other than Managing Director of
the Company, if any, shall retire by rotation at every Annual General
THE BOARD OF DIRECTORS AND KEY MANAGERIAL Meeting. Accordingly, Ms. Suman Hegde shall retire by rotation at
PERSONNEL the forthcoming Annual General Meeting and being eligible, offer
herself for re-appointment.
During the year, Ms. RajRajeshwari Shukla resigned as the Director
of your Company with effect from 30th November, 2018. Also, BOARD MEETINGS
Mr. K. Ganesh resigned as the Director of the Company with effect from
25th April, 2019. The Board placed on record its sincere appreciation The Board of Directors meet at regular intervals to discuss and
for the services rendered by Ms. RajRajeshwari Shukla and decide on Company’s operations, business policies and strategy
Mr. K. Ganesh during their tenure as the Directors of the Company. apart from other Board business. However, in case of a special and
Ms. Shalini Sinha and Ms. Asha Gopalakrishnan were appointed resolution by circulation, as permitted by law, which is noted and
as the Additional Directors on the Board of the Company confirmed in the subsequent Board Meeting.
with effect from 10th December, 2018 and 25th April, 2019,
respectively, to hold office upto the forthcoming Annual General The notice of Board Meeting is given well in advance to all the
Meeting of the Company. Being eligible, Ms. Shalini Sinha and Directors. Usually, meetings of the Board are held in Mumbai.
Annual Report 2018-19 Jamnagar Properties Private Limited

182 SUBSIDIARY
The Agenda is circulated a week prior to the date of the meeting. and Administration) Rules, 2014 is appended as an Annexure to this
The Agenda for the Board Meetings includes detailed notes on the Annual Report.
items to be discussed at the meeting to enable the Directors to take
an informed decision. DECLARATIONS AND CONFIRMATIONS
During the financial year ended 31st March, 2019, four Board The Company has adequate internal financial control system in
Meetings were held on 4th May, 2018, 13th August, 2018, place which operates effectively. According to the Directors of your
30th November, 2018 and 26th February, 2019. The interval between Company, elements of risks that threaten the existence of your
any two meetings was well within the maximum allowed gap of Company are very minimal. Hence, no separate Risk Management
120 days. Policy is formulated.
There were no significant and material orders passed by the
RELATED PARTY TRANSACTIONS
Regulators or Courts or Tribunals impacting the going concern
The Company has not entered into any related party transactions status and Company’s operations in future.
DIRECTORS’ RESPONSIBILITY STATEMENT specified by the Central Government under Section 148(1) of the
Companies Act, 2013.
The Company had no employee during the year under review and
i. in the preparation of the annual accounts, the applicable hence, provisions relating to the constitution of Internal Complaints
accounting standards have been followed and that no material Committee under the Sexual Harassment of Women at Workplace
departures have been made from the same; (Prevention, Prohibition and Redressal) Act, 2013 are not applicable
ii. they have selected such accounting policies and applied them to the Company.
consistently and made judgments and estimates that are
AUDITORS
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 M/s. BSR & Co. LLP, Chartered Accountants were appointed as
and of the profit/loss of the Company for the year; Statutory Auditors of your Company at the Annual General Meeting
iii. they have taken proper and sufficient care for the maintenance
the provisions of Section 139 of the Companies Act, 2013, the firm
of adequate accounting records in accordance with the
of Statutory Auditors can be re-appointed for a further period of five
provisions of the Companies Act, 2013, for safeguarding the
years.
assets of the Company and for preventing and detecting fraud
and other irregularities; A resolution proposing re-appointment of M/s. BSR & Co. LLP,
pursuant to Section 139 of the Companies Act, 2013 forms part of
basis; and
the Notice.
v. they have devised proper systems to ensure compliance with
The Report given by the Auditors on the financial statement of
the provisions of all applicable laws and such systems are
the Company is part of this Annual Report. There has been no
adequate and operating effectively.
PERSONNEL Auditors in their Report.
The Company had no employee during the year under review and CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
hence, provisions of Section 197 of the Companies Act, 2013 and FOREIGN EXCHANGE EARNINGS AND OUTGO
The requirements under Section 134(3)(m) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts) Rules, 2014 in so far as
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS energy conservation, technology absorption and foreign exchange are
concerned, are not applicable to the Company.
There were no loans, guarantees or investments made by your
Company in accordance with the provisions of Section 186 of the ACKNOWLEDGEMENTS
Companies Act, 2013 during the financial year 2018-19.
DEPOSITS their support and co-operation.
The Company has not accepted any public deposits under Chapter V On behalf of the Board
ANNUAL RETURN EXTRACT

Extract of Annual Return in form MGT-9 under Section 92(3) of the Director Director
Companies Act, 2013 and Rule 12 of the Companies (Management Mumbai, 25th April, 2019 DIN: 08299362 DIN: 06539295
Jamnagar Properties Private Limited Annual Report 2018-19


Form No. MGT-9

i) CIN : U70101MH2006PTC165144
ii) Registration Date : 16th October, 2006
iii) Name of the Company : Jamnagar Properties Private Limited
iv) Category / Sub-Category of the Company : Private Company / Company limited by Shares
Telephone No : 022 3983 0000

S r. Name and Description of main products / services NIC Code of the % to total turnover of
No. Product/ service the Company
1. N.A. - -
Mumbai – 400 099.
during
shares shares
A. Promoters
1. Indian
– Bodies Corporates - 50,00,000 50,00,000 100 - 50,00,000 50,00,000 100 0.00
2. Foreign - - - - - - - - -
Total shareholding of - 50,00,000 50,00,000 100 - 50,00,000 50,00,000 100 0.00
Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
GRAND TOTAL
- 50,00,000 50,00,000 100 - 50,00,000 50,00,000 100 0.00
(A+B+C)

184 SUBSIDIARY

j/w K. Ganesh
j/w Ajay Lalvani
j/w Aasif Malbari
j/w Dinesh Thapar
j/w Dev Bajpai
j/w Srinivas Phatak
j/w Suman Hegde
j/w Shikha Gupta
TOTAL 50,00,000 100.00 NIL 50,00,000 100.00 NIL 0.00
Sr. Shareholders’ Name Shareholding at the beginning of Cumulative Shareholding
Company Company
Transfer dated 4th May, 2018 1 0.00 - 0.00
6. Hindustan Unilever Limited j/w
Asha Gopalakrishnan

Not Applicable

Company Company
1. Mr. K. Ganesh
2. Ms. Suman Hegde
Note: None of the Directors or Key Managerial Personnel except Mr. K. Ganesh and Ms. Suman Hegde (during their tenures as a Director)
held any shares of the Company during the financial year 2018-19.
V. INDEBTEDNESS

The Directors and Key Managerial Personnel of the Company do not receive any remuneration from the Company.

There were no penalties / punishment / compounding of the offences for breach of any section of the Companies Act, 2013, against the
Company or its Directors or other Officers in default, if any, during the year.

Director Director

186 SUBSIDIARY

To the Members of Jamnagar Properties Private Limited
We have audited the financial statements of Jamnagar Properties accounting records in accordance with the provisions of the Act for
Private Limited (“the Company”), which comprise the balance sheet safeguarding of the assets of the Company and for preventing and
as at 31 March 2019, and the statement of profit and loss (including detecting frauds and other irregularities; selection and application
In our opinion and to the best of our information and according to of the financial statements that give a true and fair view and are free
the explanations given to us, the aforesaid financial statements give from material misstatement, whether due to fraud or error.
the accounting principles generally accepted in India, of the state of Directors are responsible for assessing the Company’s ability to
affairs of the Company as at 31 March 2019, and profit/loss and other continue as a going concern, disclosing, as applicable, matters related
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing financial reporting process.
for the Audit of the Financial Statements section of our report. We are FINANCIAL STATEMENTS
independent of the Company in accordance with the Code of Ethics Our objectives are to obtain reasonable assurance about whether the
issued by the Institute of Chartered Accountants of India together financial statements as a whole are free from material misstatement,
with the ethical requirements that are relevant to our audit of the whether due to fraud or error, and to issue an auditor’s report
financial statements under the provisions of the Act and the Rules that includes our opinion. Reasonable assurance is a high level
thereunder, and we have fulfilled our other ethical responsibilities of assurance, but is not a guarantee that an audit conducted in
in accordance with these requirements and the Code of Ethics. We accordance with SAs will always detect a material misstatement
believe that the audit evidence we have obtained is sufficient and when it exists. Misstatements can arise from fraud or error and are
appropriate to provide a basis for our opinion. considered material if, individually or in the aggregate, they could
audit evidence that is sufficient and appropriate to provide
In connection with our audit of the financial statements, our a basis for our opinion. The risk of not detecting a material
responsibility is to read the other information and, in doing so, misstatement resulting from fraud is higher than for one
consider whether the other information is materially inconsistent resulting from error, as fraud may involve collusion, forgery,
with the financial statements or our knowledge obtained in the intentional omissions, misrepresentations, or the override of
audit or otherwise appears to be materially misstated. If, based on internal control.
the work we have performed, we conclude that there is a material
for the matters stated in section 134(5) of the Act with respect to the


To the Members of Jamnagar Properties Private Limited (Contd.)
• Conclude on the appropriateness of management’s use of the d) In our opinion, the aforesaid financial statements comply
going concern basis of accounting and, based on the audit with the Ind AS specified under section 133 of the Act.
evidence obtained, whether a material uncertainty exists e) On the basis of the written representations received from
related to events or conditions that may cast significant doubt the directors as on 31 March 2019 taken on record by the
on the Company’s ability to continue as a going concern. If we Board of Directors, none of the directors is disqualified as
conclude that a material uncertainty exists, we are required to on 31 March 2019 from being appointed as a director in
draw attention in our auditor’s report to the related disclosures terms of section 164(2) of the Act.
in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based f) With respect to the adequacy of the internal financial
on the audit evidence obtained up to the date of our auditor’s controls with reference to financial statements of the
report. However, future events or conditions may cause the Company and the operating effectiveness of such controls,
Company to cease to continue as a going concern. refer to our separate Report in “Annexure B”.
• Evaluate the overall presentation, structure and content of the 3. With respect to the other matters to be included in the Auditor’s
financial statements, including the disclosures, and whether Report in accordance with Rule 11 of the Companies (Audit
the financial statements represent the underlying transactions and Auditors) Rules, 2014, in our opinion and to the best of our
and events in a manner that achieves fair presentation. information and according to the explanations given to us:
We communicate with those charged with governance regarding, i. The Company does not have any pending litigations which
among other matters, the planned scope and timing of the audit and would impact its financial position.
We also provide those charged with governance with a statement material foreseeable losses.
by the Company.
REPORT ON OTHER LEGAL AND REGULATORY holdings as well as dealings in specified bank notes
REQUIREMENTS during the period from 8 November 2016 to 30 December
1. As required by the Companies (Auditor’s Report) Order, 2016 2016 have not been made in these financial statements
(“the Order”) issued by the Central Government in terms since they do not pertain to the financial year ended 31
of section 143(11) of the Act, we give in the “Annexure A” a March 2019.
statement on the matters specified in paragraphs 3 and 4 of the 4. With respect to the matter to be included in the Auditor’s Report
Order, to the extent applicable. under section 197(16):
2. As required by section 143(3) of the Act, we report that: According to the information and explanations given to us
a) We have sought and obtained all the information and and based on our examination of the records, there is no
explanations which to the best of our knowledge and belief remuneration paid to the directors during the current year. The
were necessary for the purposes of our audit. Ministry of Corporate Affairs has not prescribed other details
under section 197(16) which are required to be commented
b) In our opinion, proper books of account as required by law upon by us.
have been kept by the Company so far as it appears from
our examination of those books. For B S R & Co. LLP
c) The balance sheet, the statement of profit and loss Chartered Accountants
(including other comprehensive income), the statement of Firm’s Registration No.
changes in equity and the statement of cash flows dealt 101248W/W-100022
with by this Report are in agreement with the books of
account. Akeel Master
Partner

188 SUBSIDIARY
ANNEXURE A
to the Independent Auditor’s report on the fnancial statements of Jamnagar Properties Private Limited for the year ended
31 March 2019
(i) According to the information and explanation given to us, the fraud by the Company or on the Company by its officers or
Company does not have any fixed assets and hence paragraph 3 employees has been noticed or reported during the year.
(i) (a), (b) and (c) of the Order are not applicable to the Company.
(ii) The Company does not have any inventory. Thus, paragraph 3 the Company has not paid/provided for any managerial
(ii) of the Order is not applicable to the Company. remuneration during the year. Thus, the provisions of section
197 read with Schedule V to the Act is not applicable to the
Company and accordingly, paragraph 3 (xi) of the Order is not
other parties covered in the register maintained under section
189 of the Act. Accordingly, paragraph 3 (iii) (a), (b) and (c) of the
Order are not applicable to the Company. (xii) In our opinion and according to the information and explanations
given to us, the Company is not a Nidhi company. Accordingly,
paragraph 3 (xii) of the Order is not applicable to the Company.
the parties covered under section 185 and 186. Therefore, (xiii) According to the information and explanations given to us and
paragraph 3 (iv) of the Order is not applicable to the Company. based on our examinations of the records of the Company,
there are no related party transactions during the year. The
(v) According to information and explanations given to us, the
the meaning of the directives issued by the Reserve Bank of
audit committee under Section 177 of the Act and therefore
India, provisions of section 73 to 76 of the Act, any other relevant
the said Section is not applicable to the Company. Accordingly,
provisions of the Act and the relevant rules framed thereunder.
paragraph 3 (xiii) is not applicable to the Company.
(vi) To the best of our knowledge and as explained, the Central
Government has not specified the maintenance of cost records
(vii) (a) According to the information and explanations given to shares or fully or partly convertible debentures during the year.
us and the records of the Company examined by us, in Accordingly, paragraph 3 (xiv) of the Order is not applicable to
our opinion the Company did not have any statutory the Company.
dues which are required to be deposited with the
appropriate authorities. Thus, paragraph 3 (vii) (a) of the
based on our examination of the records, the Company has not
Order is not applicable to the Company.
entered into non-cash transactions with directors or persons
(b) According to the information and explanations given to us connected with him. Accordingly, paragraph 3 (xv) of the Order
and the records of the Company examined by us, in our is not applicable to the Company.
opinion there are no dues which have not been deposited
on account of any dispute by the Company.
(viii) The Company has not taken any loans or borrowings from any paragraph 3 (xvi) of the Order is not applicable to the Company.
financial institution, bank or Government nor has it issued any
debentures. Accordingly, paragraph 3 (viii) of the Order is not For B S R & Co. LLP
applicable to the Company. Chartered Accountants
(ix) The Company has not raised any moneys by way of initial public 101248W/W-100022
offer, further public offer (including debt instruments) or term
loans during the year. Accordingly, paragraph 3 (ix) of the Order
Akeel Master
Partner
(x) According to the information and explanations given to us, no Mumbai, 25th April, 2019 Membership No. 046768

ANNEXURE B
to the Independent Auditor’s report on the fnancial statements of Jamnagar Properties Private Limited for the year ended
31 March 2019
2013

We have audited the internal financial controls with reference to depend on the auditor’s judgement, including the assessment of the
financial statements of Jamnagar Properties Private Limited (“the risks of material misstatement of the financial statements, whether
Company”) as of 31 March 2019 in conjunction with our audit of the due to fraud or error.
In our opinion, the Company has, in all material respects, an appropriate to provide a basis for our audit opinion on the Company’s
adequate internal financial control system with reference to financial internal financial controls with reference to financial statements.
The Company’s management and the Board of Directors are of records that, in reasonable detail, accurately and fairly reflect
responsible for establishing and maintaining internal financial the transactions and dispositions of the assets of the company;
controls based on the internal financial controls with reference to (2) provide reasonable assurance that transactions are recorded
financial statements criteria established by the Company considering as necessary to permit preparation of financial statements in
the essential components of internal control stated in the Guidance accordance with generally accepted accounting principles, and that
Note. These responsibilities include the design, implementation receipts and expenditures of the company are being made only in
and maintenance of adequate internal financial controls that were accordance with authorisations of management and directors of
operating effectively for ensuring the orderly and efficient conduct the company; and (3) provide reasonable assurance regarding
of its business, including adherence to Company’s policies, the prevention or timely detection of unauthorised acquisition, use, or
safeguarding of its assets, the prevention and detection of frauds and disposition of the company’s assets that could have a material effect
errors, the accuracy and completeness of the accounting records, on the financial statements.
and the timely preparation of reliable financial information, as
required under the Companies Act, 2013 (hereinafter referred to as INHERENT LIMITATIONS OF INTERNAL FINANCIAL
“the Act”). CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
For B S R & Co. LLP
Our audit involves performing procedures to obtain audit evidence Firm’s Registration No.
about the adequacy of the internal financial controls with reference 101248W/W-100022
of internal financial controls with reference to financial statements Akeel Master
included obtaining an understanding of such internal financial Partner
controls, assessing the risk that a material weakness exists, and Mumbai, 25th April, 2019 Membership No. 046768

190 SUBSIDIARY
BALANCE SHEET

As at As at
Particulars Note
ASSETS
Current assets
Other Current assets 3 - -
TOTAL ASSETS - -
Equity
Equity Share capital 4A 50,000 50,000
Other equity 4B (50,000) (50,000)
TOTAL EQUITY AND LIABILITIES - -
For B S R & Co. LLP For and on behalf of Board of Directors of Jamnagar Properties Private Limited
Firm's Registration No. 101248W/W - 100022 CIN: U70101MH2006PTC165144
Akeel Master Suman Hegde Shalini Sinha Nidhi Parekh

Partner Director Director Company Secretary
Membership No: 046768 DIN : 06539295 DIN : 08299362 Membership No: 30058
Mumbai, 25th April, 2019 Mumbai, 25th April, 2019 Mumbai, 25th April, 2019 Mumbai, 25th April, 2019



TOTAL INCOME - -
TOTAL EXPENSES - -
PROFIT/LOSS BEFORE TAX - -
TAX EXPENSES
Current tax - -
PROFIT/LOSS FOR THE YEAR (A) - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A + B) - -
Basic and Diluted (Face value of ` 10 each) 5 - -


192 SUBSIDIARY


Profit/Loss before tax - -
Cash generated from operations before working capital changes - -
Changes in working capital - -
Net cash (used in)/ generated from operating activities - [A] - -
Net cash generated from/(used in) investing activities - [B] - -
Net cash generated from/(used in) fnancing activities - [C] - -
Net Increase/(Decrease) in cash and cash equivalents - [A+B+C] - -
Cash and cash equivalents at the beginning of the year - -
Cash and cash equivalents at the end of the year (Refer Note 3) - -




Note Total
B. OTHER EQUITY
Note Total
As at 31st March, 2017 4B (50,000)
Profit/Loss for the Year -
As at 31st March, 2018 4B (50,000)
As at 31st March, 2019 4B (50,000)


194 SUBSIDIARY
NOTES
1) COMPANY INFORMATION For the purpose of calculating diluted earnings per share, the net
Jamnagar Properties Private Limited (the ‘Company’) incorporated profit/(loss) for the period attributable to equity shareholders and the
on 16th October, 2006 as a result of demerger of the Jamnagar weighted average number of shares outstanding during the period is
properties of Hindustan Unilever Limited, the Holding Company at adjusted for the effects of all dilutive potential equity shares.
Jamnagar under a Scheme of Arrangement, with its registered office (b) Provisions and Contigent Liabilities
located at Unilever House, B.D. Sawant Marg, Chakala, Andheri
(East), Mumbai 400 099, with its main objective to construct, improve, Provisions are recognised when the Company has a present
maintain, develop, work, manage, carry out or control any buildings, obligation (legal or constructive) as a result of a past event, it is
offices, branches, warehouses, stores, chawls and other building probable that an outflow of resources embodying economic benefits
which may seem calculated directly or indirectly to advance the will be required to settle the obligation and a reliable estimate can
Company’s interests, and contribute to subsidize or otherwise assist be made of the amount of the obligation. Provisions are measured at
or take part in the construction improvement etc. the best estimate of the expenditure required to settle the present
obligation at the Balance Sheet date.
2) BASIS OF PREPARATION, MEASUREMENT AND
If the effect of the time value of money is material, provisions are
discounted to reflect its present value using a current pre-tax rate
2.1 BASIS OF PREPARATION AND MEASUREMENT that reflects the current market assessments of the time value of
money and the risks specific to the obligation. When discounting
(a) Basis for preparation is used, the increase in the provision due to the passage of time is
These financial statements have been prepared in accordance with recognised as a finance cost.
the Indian Accounting Standards (hereinafter referred to as the ‘Ind Contingent liabilities are disclosed when there is a possible
AS’) as notified by Ministry of Corporate Affairs pursuant to section obligation arising from past events, the existence of which will be
133 of the Companies Act, 2013 read with rule 3 of the Companies confirmed only by the occurrence or non-occurrence of one or more
(Indian Accounting standards) Rules, 2015 as ammended from time uncertain future events not wholly within the control of the Company
to time. or a present obligation that arises from past events where it is either
The financial statements have been prepared on accrual and going not probable that an outflow of resources will be required to settle
concern basis. The accounting polices are applied consistently to all the obligation or a reliable estimate of the amount cannot be made.
the periods presented in the financial statements. All assets and
liabilities have been classified as current or non current as per the
Company’s normal operating cycle and other criteria as set out in the Standards issued but not yet effective:
Division II of Schedule III to the Companies Act, 2013.
In March 2019, the Ministry of Corporate Affairs issued the Companies
Transactions and balances with values below the rounding off norm (Indian Accounting Standards) (Amendments) Rules, 2019 and the
adopted by the Company have been reflected as “0” in the relevant Companies (Indian Accounting Standards) Second Amendment
notes in these financial statements. Rules, 2019, notifying the following standard and amendment which
are effective from 1st April, 2019:
The financial statements of the Company for the year ended
31st March, 2019 were approved for issue in accordance with the - Ind AS 116, Leases
resolution of the Board of Directors on 25th April,2019.
(b) Basis of measurement
These financial statements are prepared under the historical cost
convention unless otherwise indicated.
(a) Earning Per Share
Basic earnings per share is computed by dividing the net profit/(loss)
for the period attributable to equity shareholders of the Company by - Amendments to Ind AS 28, Investments to Associates and Joint
the weighted average number of equity shares outstanding during the Ventures
period. The weighted average number of equity shares outstanding
The above standard and amendments will not have any material
during the period and for all periods presented is adjusted for events,
impact on the financial statements.
such as bonus shares, other than the conversion of potential equity
shares, that have changed the number of equity shares outstanding,
without a corresponding change in resources.

NOTES
3) OTHER CURRENT ASSETS
As at As at
Operating Lease Prepayment - 37,980
Less: Provision (refer note 10) - (37,980)
- -
As at As at
Authorized
50,00,000 (31st March, 2018: 50,00,000) equity shares of ` 10 each 50,000 50,000
50,00,000 (31st March, 2018: 50,00,000) of ` 10 each fully paid up 50,000 50,000
[All shares are held by Hindustan Unilever Limited, the Holding Company and its
nominees]
50,000 50,000

Equity Shares:
Balance as at the beginning of the year 50,00,000 50,000 50,00,000 50,000
Balance as at the end of the year 50,00,000 50,000 50,00,000 50,000
vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
As at As at
50,00,000 Equity shares (31st March, 2018: 50,00,000) of `10 each are held by 50,000 50,000
Hindustan Unilever Limited, the holding company and its nominee
As at As at
Equity shares held by the holding company, Hindustan Unilever Limited and its
nominee
Number of shares held 50,00,000 50,00,000

196 SUBSIDIARY
NOTES
4B) OTHER EQUITY
A. SUMMARY OF OTHER EQUITY BALANCE:
Retained
Earnings
As at 31st March, 2017 (50,000)
As at 31st March, 2018 (50,000)
As at 31st March, 2019 (50,000)
B. NATURE AND PURPOSE OF RESERVES:
Retained Earnings: Retained earnings are the profit/loss that the Company has earned till date, less any transfer to general reserve, dividends
or other distributions paid to the shareholders
5) EARNINGS PER SHARE:

Profit/Loss for the year - -
Weighted average number of equity shares outstanding 50,00,000 50,00,000
Earnings per share - basic and diluted (Face value of ` 10 per share) - -
ii) There are no related party transactions during the current and the previous year.
7) Pursuant to the scheme of arrangement for demerger of Jamnagar leasehold land and building of Hindustan Unilever Limited to
the Company, with effect from 1st November, 2006, as sanctioned by the Honourable High Court of Mumbai on 9th February,2007,
the Jamnagar leasehold land and building was transferred to the Company at a consideration of 50,00,000 fully paid equity
shares of face value of ` 10/- each. The said consideration was entirely apportioned to land, since in the view of the management,
the value of building was Nil as it was not in a usable condition and no further consents from appropriate authorities were
necessary as the scheme was approved by the Honourable High Court.
8) SEGMENT REPORTING
The Company is in the business to develop, build, and construct thereon residential, commercial complexes, townships and
such similar complexes for sale or self use or for earning rental income therein by letting out individual units comprised in such
buildings. The entire operations are governed by the same set of risks and returns. Hence, the operations have been considered
as representing a single business segment. The Company is considered to be operating in one geographical segment.
9) GOING CONCERN
Having regard to the continued support of the Company’s holding Company , Hindustan Unilever Limited , the financial statements
are prepared on a going concern basis.
10) SURRENDER OF LEASE HOLD LAND AND SUBSEQUENT WRITE OFF OF OPERATING LEASE PREPAYMENT
The Board of Directors of the Company at their meeting held on 13th August 2018 approved to voluntarily surrender the residuary
land situated at Jamnagar. Accordingly, the deed of surrender was then executed on 17th December, 2018. The Company had
obtained a letter from the Office of the City Survey Superintendent dated 11th February 2019 taking on record the handing over
of the keys post voluntary surrender of the Residuary land. Consequently, the company has written off the operating lease

NOTES
prepayments and written back the provision held against the same. The transaction has no material impact on the profit or loss
for the period.
11) OTHER MATTER

Information with regard to the additional information and other disclosures to be disclosed by way of notes to Statement of profit
and loss as specified in Schedule III to the Act is either ‘nil ‘ or ‘ not applicable ‘ to the Company for the year. As per our report of
even date


198 SUBSIDIARY
Levers Associated Trust Limited

B. P. Biddappa M/s. BSR & Co. LLP Unilever House,
Suman Hegde B. D. Sawant Marg,
Mumbai - 400 099.
To the Members, Agenda for the Board Meetings include detailed notes on the items
to be discussed at the meeting to enable the Directors to take an
Your Directors are pleased to present the 72nd Annual Report of the
informed decision.
Company along with Audited Financial Statements for the financial
year ended 31st March, 2019. During the financial year ended 31st March, 2019, four Board
Meetings were held on 25th April, 2018, 9th August, 2018,
The Company had neither income nor expenditure during the year
30th November, 2018 and 12th February, 2019. The interval between
and all its out of pocket expenses have been borne by Hindustan
any two meetings was well within the maximum allowed gap of
Unilever Limited, the Holding Company. The Company continued
120 days.
to act jointly with Levindra Trust Limited as the Trustees of the
Union Provident Fund, Hindlever Pension Fund, Hindustan Lever RELATED PARTY TRANSACTIONS
Management Staff Gratuity Fund, Hindlever Limited Superannuation
Fund and Hindustan Lever Educational and Welfare Trust. The Company has not entered into any related party transactions
DIVIDEND
DIRECTORS’ RESPONSIBILITY STATEMENT
review. The Directors confirm that:
THE BOARD OF DIRECTORS accounting standards have been followed and that no material
During the year, Ms. Asha Gopalakrishnan was appointed as the departures have been made from the same;
Additional Director on the Board of the Company with effect from ii. they have selected such accounting policies and applied them
7th March, 2019 to hold office upto the forthcoming Annual General consistently and made judgments and estimates that are
Meeting of the Company. Being eligible, Ms. Asha Gopalakrishnan reasonable and prudent, so as to give a true and fair view of the
has offered herself to be appointed as the Director of your state of affairs of the Company at the end of the financial year
Company. The Board recommended the appointment of and of the lossof the Company for that year;
Ms. Asha Gopalakrishnan as a Director of the Company and the iii. they have taken proper and sufficient care for the maintenance
resolution proposing aforesaid appointment pursuant to Section of adequate accounting records in accordance with the
152 of the Companies Act, 2013 forms part of the Notice of Annual provisions of the Companies Act, 2013, for safeguarding the
General Meeting. assets of the Company and for preventing and detecting fraud
Mr. Dinesh Thapar resigned and ceased to be the Director of and other irregularities;
your Company w.e.f. 12th February, 2019. The Board placed iv. they have prepared the annual accounts on a going concern
on record its sincere appreciation for the services rendered by basis; and
Mr. Dinesh Thapar during his tenure as the Director of the Company.
vi. they have devised proper systems to ensure compliance with
In accordance with Article 33 of the Articles of Association of the the provisions of all applicable laws and such systems are
Company and the Companies Act, 2013, all the Directors of the adequate and operating effectively.
Company shall retire by rotation at every Annual General Meeting
and accordingly, Mr. B. P. Biddappa and Ms. Suman Hegde shall PERSONNEL
retire by rotation at the forthcoming Annual General Meeting and The Company had no employee during the year under review and
being eligible, offer themselves for re-appointment. hence, provisions of Section 197 of the Companies Act, 2013 and
BOARD MEETINGS
The Board of Directors meets at regular intervals to discuss and
decide on Company’s operations, business policies and strategy PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
apart from other Board business. However, in case of a special and There were no loans, guarantees or investments made by your
urgent business need, the Board’s approval is taken by passing Company in accordance with the provisions of Section 186 of the
resolution by circulation, as permitted by law, which is noted and Companies Act, 2013 during the financial year 2018-19.
confirmed in the subsequent Board Meeting.
DEPOSITS
Directors. Usually, meetings of the Board are held in Mumbai. The The Company has not accepted any public deposits under Chapter V
Agenda is circulated a week prior to the date of the meeting. The of the Companies Act, 2013 during the year.
Levers Associated Trust Limited Annual Report 2018-19

ANNUAL RETURN EXTRACT of Statutory Auditors can be re-appointed for a further period of five
years.
Extract of Annual Return in Form MGT - 9 under Section 92(3) of the
Companies Act, 2013 and Rule 12 of the Companies (Management A resolution proposing re-appointment of M/s. BSR & Co. LLP,
and Administration) Rules, 2014 is appended as an Annexure to this Chartered Accountants as the Statutory Auditors of the Company
Annual Report. pursuant to Section 139 of the Companies Act, 2013 forms part of
this Notice.
The Report given by the Auditors on the financial statement of the
Company is part of this Report. There has been no qualification,
Company, elements of risks that threaten the existence of your reservation, adverse remark or disclaimer given by the Auditors in
Company are very minimal. Hence, no separate Risk Management their Report.
Policy is formulated. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
There were no significant and material orders passed by the FOREIGN EXCHANGE EARNINGS AND OUTGO
The requirements under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in
The Company is not required to maintain cost records as specified so far as energy conservation, technology absorption and foreign
by the Central Government under section 148(1) of the Companies exchange are concerned, are not applicable to the Company.
Act, 2013.
The Company had no employee during the year under review and ACKNOWLEDGEMENTS
hence, provisions relating to the constitution of Internal Complaints The Directors take this opportunity to thank all the stakeholders for
Committee under the Sexual Harassment of Women at Workplace their support and co-operation.
to the Company. On behalf of the Board
AUDITORS
M/s. BSR & Co. LLP, Chartered Accountants were appointed as Suman Hegde B. P. Biddappa
Director Director
the provisions of Section 139 of the Companies Act, 2013, the firm Mumbai, 24th April, 2019 DIN: 06539295 DIN: 06586886

Form No. MGT-9

i) CIN : U74999MH1946PLC005403
ii) Registration Date : 11th December, 1946
iii) Name of the Company : Levers Associated Trust Limited
iv) Category / Sub-Category of the Company : Public Company/ Company limited by Shares
Telephone No : 022-3983 0000
Annual Report 2018-19 Levers Associated Trust Limited

200 SUBSIDIARY

S r. Name and Description of main products / services NIC Code of the % to total turnover
No. Product/ service of the Company
1. N.A. - -
Chakala, Andheri (East), Mumbai – 400 099.
during
shares shares
A. Promoters
1. Indian
– Bodies Corporates - 50,000 50,000 100 - 50,000 50,000 100 0.00
2. Foreign - - - - - - - - -
Total shareholding of - 50,000 50,000 100 - 50,000 50,000 100 0.00
Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
GRAND TOTAL
- 50,000 50,000 100 - 50,000 50,000 100 0.00
(A+B+C)
Sr. Shareholders’ Name Shareholding at the Shareholding at the % change

No. beginning of the year end of the year in share-
holding
No. of % of total % of shares No. of % of total % of shares
during the
shares shares pledged / shares shares pledged /
year
1. Hindustan Unilever Limited 49,994 100.00 NIL 49,994 100.00 NIL 0.00
2. Levindra Trust Limited 1 0.00 NIL 1 0.00 NIL 0.00
3. Ajay Lalvani j/w Hindustan 1 0.00 NIL - 0.00 NIL 0.00
Unilever Limited
5. Dev Bajpai j/w Hindustan 1 0.00 NIL 1 0.00 NIL 0.00
Unilever Limited
6. B. P. Biddappa j/w 1 0.00 NIL 1 0.00 NIL 0.00
Hindustan Unilever Limited
j/w Priya Nair
j/w Shikha Gupta
TOTAL 50,000 100.00 NIL 50,000 100.00 NIL 0.00


Company Company
1. Ajay Lalvani j/w Hindustan Unilever Limited
Not Applicable

Company Company
1. Mr. B. P. Biddappa
Note: Mr. Dinesh Thapar, Ms. Suman Hegde and Ms. Asha Gopalakrishnan (during the tenure of their directorship in the Company) did not
hold any shares of the Company during the financial year 2018-19.
V. INDEBTEDNESS

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Suman Hegde B. P. Biddappa

Director Director

202 SUBSIDIARY

To the Members of Levers Associated Trust Limited
Indian Accounting Standards (Ind AS)specified under section 133 of
We have audited the financial statements of Levers Associated accounting records sin accordance with the provisions of the Act for
Trust Limited(“the Company”), which comprise the balance sheet safeguarding of the assets of the Company and for preventing and
as at 31 March 2019, and the statement of profit and loss (including detecting frauds and other irregularities; selection and application
the financial statements,including a summary of the significant maintenance of adequate internal financial controls that were
the accounting principles generally accepted in India, of the state Directors are responsible for assessing the Company’s ability to
of affairs of the Company as at 31 March 2019, and loss and other continue as a going concern, disclosing, as applicable, matters related
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing financial reporting process.
for the Audit of the Financial Statements section of our report. We FINANCIAL STATEMENTS
are independent of the Company in accordance with the Code of Ethics Our objectives are to obtain reasonable assurance about whether the
issued by the Institute of Chartered Accountants of India together financial statements as a whole are free from material misstatement,
with the ethical requirements that are relevant to our audit of the whether due to fraud or error, and to issue an auditor’s report
financial statements under the provisions of the Act and the Rules that includes our opinion. Reasonable assurance is a high level
thereunder, and we have fulfilled our other ethical responsibilities of assurance, but is not a guarantee that an audit conducted in
in accordance with these requirements and the Code of Ethics. We accordance with SAs will always detect a material misstatement
believe that the audit evidence we have obtained is sufficient and when it exists. Misstatements can arise from fraud or error and are
appropriate to provide a basis for our opinion. considered material if, individually or in the aggregate, they could
audit evidence that is sufficient and appropriate to provide
In connection with our audit of the financial statements, our a basis for our opinion. The risk of not detecting a material
responsibility is to read the other information and, in doing so, misstatement resulting from fraud is higher than for one
consider whether the other information is materially inconsistent resulting from error, as fraud may involve collusion, forgery,
with the financial statements or our knowledge obtained in the intentional omissions, misrepresentations, or the override of
audit or otherwise appears to be materially misstated. If, based on internal control.
the work we have performed, we conclude that there is a material
for the matters stated in section 134(5) of the Act with respect to the

• Conclude on the appropriateness of management’s use of the with the Ind AS specified under section 133 of the Act.
going concern basis of accounting and, based on the audit e) On the basis of the written representations received from
evidence obtained, whether a material uncertainty exists the directors as on 31 March 2019 taken on record by the
related to events or conditions that may cast significant doubt Board of Directors, none of the directors is disqualified as
on the Company’s ability to continue as a going concern. If we on 31 March 2019 from being appointed as a director in
conclude that a material uncertainty exists, we are required to terms of section 164(2) of the Act.
draw attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are f) With respect to the adequacy of the internal financial
inadequate, to modify our opinion. Our conclusions are based controls with reference to financial statements of the
on the audit evidence obtained up to the date of our auditor’s Company and the operating effectiveness of such controls,
report. However, future events or conditions may cause the refer to our separate Report in “Annexure B”.
Company to cease to continue as a going concern.
3. With respect to the other matters to be included in the Auditor’s
• Evaluate the overall presentation, structure and content of the Report in accordance with Rule 11 of the Companies (Audit
financial statements, including the disclosures, and whether and Auditors) Rules, 2014, in our opinion and to the best of our
the financial statements represent the underlying transactions information and according to the explanations given to us:
and events in a manner that achieves fair presentation.
i. The Company does not have any pending litigations which
We communicate with those charged with governance regarding, would impact its financial position.
by the Company.
independence, and where applicable, related safeguards. iv. The disclosures in the financial statements regarding
REPORT ON OTHER LEGAL AND REGULATORY during the period from 8 November 2016 to 30 December
REQUIREMENTS 2016 have not been made in these financial statements
1. As required by the Companies (Auditor’s Report) Order, 2016 since they do not pertain to the financial year ended 31
(“the Order”) issued by the Central Government in terms March 2019.
of section 143(11) of the Act, we give in the “Annexure A” a 4. With respect to the matter to be included in the Auditor’s Report
statement on the matters specified in paragraphs 3 and 4 of the under section 197(16):
Order, to the extent applicable.
According to the information and explanations given to us
2. As required by section 143(3) of the Act, we report that: and based on our examination of the records, there is no
a) We have sought and obtained all the information and remuneration paid to the directors during the current year. The
explanations which to the best of our knowledge and belief Ministry of Corporate Affairs has not prescribed other details
were necessary for the purposes of our audit. under section 197(16) which are required to be commented
upon by us.
b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from For B S R & Co. LLP
our examination of those books. Chartered Accountants
c) The balance sheet, the statement of profit and loss Firm’s Registration No.
(including other comprehensive income), the statement of 101248W/W-100022
changes in equity and the statement of cash flows dealt
with by this Report are in agreement with the books of Akeel Master
account. Partner
d) In our opinion, the aforesaid financial statements comply

204 SUBSIDIARY
ANNEXURE A
to the Independent Auditor’s report on the financial statements of Levers Associated Trust Limited for the year ended 31 March
2019
(i) According to the information and explanation given to us, the is not applicable to the Company.
Company does not have any fixed assets and hence, paragraph
(x) According to the information and explanations given to us, no
3(i) (a), (b) and (c) of the Order are not applicable to the Company
fraud by the Company or on the Company by its officers or
(ii) The Company was incorporated with the main objective to employees has been noticed or reported during the year.
undertake the office of and act as trustee for any person or
persons, company, corporation, or otherwise, and generally
the Company has not paid/provided for any managerial
to undertake, perform and discharge any trust, or agency
remuneration during the year. Thus, the provisions of section
business and any office of confidence. Accordingly, it does not
197 read with Schedule V to the Act are not applicable to the
hold any inventory. Thus, paragraph 3 (ii) of the Order is not
Company and accordingly, paragraph 3 (xi) of the Order is not
(xii) In our opinion and according to the information and explanations
other parties covered in the register maintained under section
given to us, the Company is not a Nidhi company. Accordingly,
189 of the Act. Accordingly, paragraph 3 (iii) (a), (b) and (c) of the
paragraph 3 (xii) of the Order is not applicable to the Company.
Order are not applicable to the Company.
(xiii) According to the information and explanations given to us and
based on our examinations of the records of the Company,
there are no related party transactions during the year. The
the parties covered under section 185 and 186. Therefore,
paragraph 3 (iv) of the Order is not applicable to the Company.
(v) According to information and explanations given to us, the audit committee under Section 177 of the Act and therefore
Company has not accepted any deposits from the public within the said Section is not applicable to the Company. Accordingly
the meaning of the directives issued by the Reserve Bank of paragraph 3(xiii) of Order is not applicable to the Company.
India, provisions of section 73 to 76 of the Act, any other relevant
provisions of the Act and the relevant rules framed thereunder.
(vi) To the best of our knowledge and as explained, the Central not made any preferential allotment or private placement of
Government has not specified the maintenance of cost records shares or fully or partly convertible debentures during the year
under section 148 (1) of the Act. under review. Accordingly, paragraph 3(xiv) of the Order is not
(vii) (a) According to the information and explanations given to
us and the records of the Company examined by us, in (xv) According to the information and explanations given to us and
our opinion the Company did not have any statutory based on our examination of the records, the Company has not
dues which are required to be deposited with the entered into non-cash transactions with directors or persons
appropriate authorities. Thus, paragraph 3 (vii) (a) of the connected with him. Accordingly, paragraph 3(xv) of the Order
Order is not applicable to the Company. is not applicable to the Company.
(b) According to the information and explanations given to us (xvi) The Company is not required to be registered under section
and the records of the Company examined by us, in our 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
opinion there are no dues which have not been deposited paragraph 3(xvi) of the Order is not applicable to the Company.
on account of any dispute by the Company.
For B S R & Co. LLP
(viii) The Company has not taken any loans or borrowings from any
financial institution, bank or Government nor has it issued any
debentures. Accordingly, paragraph 3 (viii) of the Order is not
101248W/W-100022
(ix) The Company has not raised any moneys by way of initial public Akeel Master
offer, further public offer (including debt instruments) or term Partner
loans during the year. Accordingly, paragraph 3(ix) of the Order Mumbai, 24th April, 2019 Membership No. 046768

ANNEXURE B
to the Independent Auditor’s report on the financial statements of Levers Associated Trust Limited for the year ended 31 March
2019
Report on the internal fnancial controls with reference to the aforesaid fnancial statements under section 143(3)(i) of the
Companies Act, 2013

We have audited the internal financial controls with reference depend on the auditor’s judgement, including the assessment of the
to financial statements of Levers Associated Trust Limited (“the risks of material misstatement of the financial statements, whether
Company”) as of 31 March 2019 in conjunction with our audit of the due to fraud or error.
errors, the accuracy and completeness of the accounting records, on the financial statements.
and the timely preparation of reliable financial information, as
For B S R & Co. LLP
about the adequacy of the internal financial controls with reference 101248W/W-100022
of internal financial controls with reference to financial statements Akeel Master
included obtaining an understanding of such internal financial Partner

206 SUBSIDIARY
BALANCE SHEET
(All amounts in ` , unless otherwise stated)

ASSETS
Current assets
Financial assets
Cash and cash equivalents 3 4,97,455 4,98,045
TOTAL ASSETS 4,97,455 4,98,045
EQUITY
Equity Share capital 4A 5,00,000 5,00,000
Other equity 4B (2,545) (1,955)
TOTAL EQUITY AND LIABILITIES 4,97,455 4,98,045
For B S R & Co. LLP For and on behalf of Board of Directors of Levers Associated Trust Limited
Firm's Registration No. 101248W/W - 100022 CIN : U74999MH1946PLC005403
Akeel Master B. P. Biddappa Suman Hegde

Membership No: 046768 DIN No. 06586886 [DIN No-06539295]



Other Income 5 236 436
TOTAL INCOME 236 436
Expenses
Other Expenses 6 826 649
TOTAL EXPENSES 826 649
(LOSS) BEFORE TAX (590) (213)
TAX EXPENSES
Current tax - -
(LOSS) FOR THE YEAR (A) (590) (213)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A + B) (590) (213)
Earnings per equity share 7
Basic and Diluted (Face value of ` 10 each) (0.01) (0.00)


208 SUBSIDIARY


(Loss) before tax (590) (213)

Operating (Loss) before working capital changes (590) (213)
Net cash generated/ (used in) from operating activities - [A] (590) (213)
Net increase/ (decrease) in Cash and Cash equivalents - [A+B+C] (590) (213)
Add: Cash and cash equivalents at the beginning of the year 498,045 498,258
Cash and cash equivalents as at end of the year (Refer Note 3) 497,455 498,045




Note Total
B. OTHER EQUITY
Note Total
As at 31st March, 2017 4B (1,742)
(Loss) for the year (213)
As at 31st March, 2018 4B (1,955)
As at 31st March, 2019 4B (2,545)


210 SUBSIDIARY
NOTES
1) COMPANY INFORMATION into cash & which are subject to an insignificant risk of
Levers Associated Trust Limited (the ‘Company’) incorporated changes in value.
on 11th December, 1946 is a public limited company domiciled (b) Earning Per Share
in India with its registered office located at Unilever House, B.D.
Sawant Marg, Chakala, Andheri (East), Mumbai 400 099 with Basic earnings per share is computed by dividing the
the main objective to undertake the office of and act as trustee net profit/(loss) for the period attributable to equity
for any person or persons, company, corporation or otherwise, shareholders by the weighted average number of equity
and generally to undertake, perform and discharge any trust or shares outstanding during the period. The weighted
agency business, and any office of confidence. average number of equity shares outstanding during
the period and for all periods presented is adjusted for
2) BASIS OF PREPARATION, MEASUREMENT AND events, such as bonus shares, other than the conversion
SIGNIFICANT ACCOUNTING POLICIES of potential equity shares, that have changed the number
of equity shares outstanding, without a corresponding
2.1 BASIS OF PREPARATION AND MEASUREMENT
change in resources. For the purpose of calculating diluted
(a) Basis for preparation earnings per share, the net profit/(loss) for the period
attributable to equity shareholders and the weighted
These financial statements have been prepared in average number of shares outstanding during the period
accordance with the Indian Accounting Standards is adjusted for the effects of all dilutive potential equity
(hereinafter referred to as the ‘Ind AS’) as notified by shares.
Ministry of Corporate Affairs pursuant to section 133 of the
Companies Act, 2013 read with rule 3 of the Companies (c) Other Income
(Indian Accounting standards) Rules, 2015 as amended
Dividend Income on investments is recognised for when
from time to time.
the right to receive the dividend is established.
The financial statements have been prepared on accrual
and going concern basis. The accounting policies are
applied consistently to all the periods presented in the Standards issued but not yet effective:
financial statements. All assets and liabilities have been
classified as current or non current as per the Company’s In March 2019, the Ministry of Corporate Affairs issued the
normal operating cycle and other criteria as set out in Companies (Indian Accounting Standards) Amendments Rules,
Division II Ind AS Schedule III to the Companies Act, 2013. 2019 and the Companies (Indian Accounting Standards) Second
Amendment Rules, notifying the following standard and
The financial statements of the Company for the year amendment which are effective from 1st April, 2019:
ended 31st March, 2019 were approved for issue in
accordance with the resolution of the Board of Directors - Ind AS 116, Leases
on 24th April, 2019. - Appendix C to Ind AS 12, Income taxes
(b) Basis of measurement - Amendments to Ind AS 103, Business Combinations
These financial statements are prepared under the - Amendments to Ind AS 109, Financial Instruments
historical cost convention unless otherwise indicated.
(a) Cash and cash equivalents
Cash and cash equivalents are short-term (three
months or less from the date of acquisition), highly liquid
Joint Ventures
investments and bank balances that are readily convertible
The above standard and amendments will not have any material
impact on the financial statements.

NOTES
3) CASH AND CASH EQUIVALENTS
As at As at
Balances with banks
- In current accounts 4,97,455 4,98,045
4,97,455 4,98,045
As at As at
Authorized
50,000 (March 31, 2018: 50,000) equity shares of ` 10 each 5,00,000 5,00,000
5,00,000 5,00,000

Equity Shares:
Balance as at the beginning of the year 50,000 5,00,000 50,000 5,00,000
Add/Less: issued during the year - - - -
Balance as at the end of the year 50,000 5,00,000 50,000 5,00,000
As at As at
50,000 shares (March 31, 2018: 50,000) held by Hindustan Unilever Limited, the 5,00,000 5,00,000
holding company and its nominee
As at As at
Number of shares 50,000 50,000
Hindustan Unilever Limited, the Holding Company and its nominee 100% 100%
4B) OTHER EQUITY
Retained
Earnings
As at 31st March, 2017 (1,742)
As at 31st March, 2018 (1,955)
As at 31st March, 2019 (2,545)
212 SUBSIDIARY
NOTES
Retained Earnings: Retained earnings are the profit/(losses) that the Company has earned/incurred till date, less any transfer to general
reserve, dividends or other distributions paid to the shareholders
5) OTHER INCOME

Dividend Income 236 436
236 436
6) OTHER EXPENSES

Bank charges 826 649
826 649

(Loss) for the year (590) (213)
Weighted average number of equity shares outstanding 50,000 50,000
Earnings per share - basic and diluted (Face value of ` 10 per share) (0.01) (0.00)

Holding Company Hindustan Unilever Limited
Ultimate Holding Company Unilever PLC
II) THERE ARE NO TRANSACTIONS BETWEEN RELATED PARTIES IN THE CURRENT YEAR AS WELL AS IN THE PREVIOUS YEAR.
9) OTHER MATTER
and loss as specified in Schedule III to the Act is either ‘nil ‘ or ‘ not applicable ‘ to the Company for the year.


Levindra Trust Limited

Jayanta Kumar Roy M/s. BSR & Co. LLP Unilever House,
Jaising Bhor B. D. Sawant Marg,
C. S. Varghese Chakala, Andheri (East),
V. D. Ranade Mumbai - 400 099.
Shabnam Ali
To the Members, apart from other Board business. However, in case of a special and
Your Directors are pleased to present the 72nd Annual Report of the
resolution by circulation, as permitted by law, which is noted and
Company along with Audited Financial Statements for the financial confirmed in the subsequent Board Meeting.
year ended 31st March, 2019.
The Company had neither income nor expenditure during the year Directors. Usually, meetings of the Board are held in Mumbai. The
and all its out of pocket expenses have been borne by Hindustan Agenda is circulated a week prior to the date of the meeting. The
Unilever Limited, the Holding Company. The Company continued to Agenda for the Board Meetings includes detailed notes on the items
act jointly with Levers Associated Trust Limited as the Trustees of to be discussed at the meeting to enable the Directors to take an
the Union Provident Fund, Hindlever Pension Fund, Hindustan Lever informed decision.
Management Staff Gratuity Fund, Hindlever Limited Superannuation
Fund and Hindustan Lever Educational and Welfare Trust. During the financial year ended 31st March, 2019, four Board
Meetings were held on 27th April, 2018, 23rd August, 2018,
DIVIDEND 20th December, 2018 and 18th March, 2019. The interval between
Your Directors did not recommend any dividend for the year under
120 days.
review.
RELATED PARTY TRANSACTIONS
THE BOARD OF DIRECTORS
The Company has not entered into any related party transactions
During the year, Ms. Daisy Bharucha, Mr. Thomas Babu and
Mr. Ashok Anchan Sheena resigned from the Company and
ceased to be the Directors of your Company w.e.f. 30th April, 2018, DIRECTORS’ RESPONSIBILITY STATEMENT
20th December, 2018 and 31st March, 2019, respectively. The Board
placed on record its sincere appreciation for the services rendered The Directors confirm that:
by them during their tenure as the Directors of the Company. i. in the preparation of the annual accounts, the applicable
Mr. Jaising Bhor, Mr. C. S. Varghese, Mr. V. D. Ranade and accounting standards have been followed and that no material
Ms. Shabnam Ali, were appointed as the Additional Directors on departures have been made from the same;
the Board of the Company with effect from 23rd August, 2018, ii. they have selected such accounting policies and applied them
18th March, 2019, 29th March, 2019 and 29th March, 2019, consistently and made judgments and estimates that are
respectively, to hold office upto the forthcoming Annual General reasonable and prudent, so as to give a true and fair view of the
Meeting of the Company. Being eligible, Mr. Jaising Bhor, state of affairs of the Company at the end of the financial year
Mr. C. S. Varghese, Mr. V. D. Ranade and Ms. Shabnam Ali have and of the loss of the Company for that year;
offered themselves for appointment as the Directors of your
Company. iii. they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
The Board recommended the appointments of Mr. Jaising Bhor,
provisions of the Companies Act, 2013, for safeguarding the
Mr. C. S. Varghese, Mr. V. D. Ranade and Ms. Shabnam Ali as assets of the Company and for preventing and detecting fraud
Directors of the Company and the resolution proposing aforesaid and other irregularities;
appointments pursuant to Section 152 of the Companies Act, 2013
forms part of the Notice of Annual General Meeting. iv. they have prepared the annual accounts on a going concern
basis; and
In accordance with Article 33 of the Articles of Association of the
Company and the Companies Act, 2013, all the Directors of the v. they have devised proper systems to ensure compliance with
Company retire by rotation at every Annual General Meeting and the provisions of all applicable laws and such systems are
accordingly, Mr. Jayanta Kumar Roy shall retire by rotation at the adequate and operating effectively.
forthcoming Annual General Meeting and being eligible, offers
himself for re-appointment. PERSONNEL
BOARD MEETINGS The Company had no employees during the year under review and
hence, provisions of Section 197 of the Companies Act, 2013 and
The Board of Directors meets at regular intervals to discuss and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
decide on Company’s operations, business policies and strategy Managerial Personnel) Rules, 2014 are not applicable.
Annual Report 2018-19 Levindra Trust Limited

214 SUBSIDIARY
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AUDITORS

There were no loans, guarantees or investments made by your M/s. BSR & Co. LLP, Chartered Accountants were appointed as
Company in accordance with the provisions of Section 186 of the Statutory Auditors of your Company at the Annual General Meeting
Companies Act, 2013 during the financial year 2018-19. held on 27th June, 2014, for a term of five consecutive years. As per
DEPOSITS of Statutory Auditors can be re-appointed for a further period of five
years.
of Companies Act, 2013, during the year. A resolution proposing re-appointment of M/s. BSR & Co. LLP,
ANNUAL RETURN EXTRACT pursuant to Section 139 of the Companies Act, 2013 forms part of
Extract of Annual Return in Form MGT-9 under Section 92(3) of the this Notice.
Companies Act, 2013 and Rule 12 of the Companies (Management The Report given by the Auditors on the financial statement of the
and Administration) Rules, 2014 is appended as an Annexure, to this Company is part of this Report. There has been no qualification,
Annual Report. reservation, adverse remark or disclaimer given by the Auditors in
their Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
The Company has adequate internal financial control system in FOREIGN EXCHANGE EARNINGS AND OUTGO
Company, elements of risks that threaten the existence of your The requirements under Section 134(3)(m) of the Companies Act,
Company are very minimal. Hence, no separate Risk Management 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in
Policy is formulated. so far as energy conservation, technology absorption and foreign
exchange are concerned, are not applicable to the Company.
ACKNOWLEDGEMENTS
status and Company’s operations in future. The Directors take this opportunity to thank all the stakeholders for
Companies Act, 2013.
Committee under the Sexual Harassment of Women at Workplace Shabnam Ali Jaising Bhor
(Prevention, Prohibition and Redressal) Act, 2013 are not applicable Director Director
to the Company. Mumbai, 25th April, 2019 DIN: 08406396 DIN: 08165955
Levindra Trust Limited Annual Report 2018-19


Form No. MGT-9

i) CIN : U67120MH1946PLC005402
ii) Registration Date : 11th December, 1946
iii) Name of the Company : Levindra Trust Limited
iv) Category / Sub-Category of the Company : Public Company / Company limited by Shares
Telephone No : 022-3983 0000

Sr. Name and Description of main products / services NIC Code of the % to total turnover of
No. Product/ service the Company
1. N.A. - -
Mumbai – 400 099.
during
shares shares
A. Promoters
1. Indian
2. Foreign - - - - - - - - -
Total shareholding of -
50,000 50,000 100 - 50,000 50,000 100 0.00
Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
GRAND TOTAL
- 50,000 50,000 100 - 50,000 50,000 100 0.00
(A+B+C)

216 SUBSIDIARY

2. Hindlever Trust Limited 1 0.00 NIL 1 0.00 NIL 0.00
Unilever Limited
Unilever Limited
j/w Priya Nair
j/w Shikha Gupta
TOTAL 50,000 100.00 NIL 50,000 100.00 NIL 0.00
Sr. Shareholders’ Name Shareholding at the beginning of Cumulative Shareholding
Company Company
Transfer dated 23rd August, 2018 1 0.00 - 0.00
Transfer dated 23rd August, 2018 1 0.00 1 0.00
Not Applicable
The Directors of the Company do not hold any shares during the financial year ended 31st March, 2019. The Company is not
required to appoint Key Managerial Personnel.
V. INDEBTEDNESS
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES
There were no penalties / punishment / compounding of the offences for breach of any Section of the Companies Act, 2013, against the
Company or its Directors or other Officers in default, if any, during the year.There were no penalties / punishment / compounding of the
offences for breach of any section of the Companies Act, 2013, against the Company or its Directors or other Officers in default, if any,
during the year.
Shabnam Ali Jaising Bhor

Director Director


To the Members of Levindra Trust Limited
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS changes in equity and cash fows of the Company in accordance with
the accounting principles generally accepted in India, including the
OPINION Indian Accounting Standards (Ind AS) specifed under section 133 of
We have audited the fnancial statements of Levindra Trust the Act. This responsibility also includes maintenance of adequate
Limited (“the Company”), which comprise the balance sheet as accounting records in accordance with the provisions of the Act for
at 31 March 2019, and the statement of proft and loss (including safeguarding of the assets of the Company and for preventing and
other comprehensive income), statement of changes in equity detecting frauds and other irregularities; selection and application
and statement of cash fows for the year then ended, and notes to of appropriate accounting policies; making judgments and estimates
the fnancial statements, including a summary of the signifcant that are reasonable and prudent; and design, implementation and
accounting policies and other explanatory information. maintenance of adequate internal fnancial controls that were
In our opinion and to the best of our information and according to the accounting records, relevant to the preparation and presentation
the explanations given to us, the aforesaid fnancial statements give of the fnancial statements that give a true and fair view and are free
the information required by the Companies Act, 2013 (“Act”) in the from material misstatement, whether due to fraud or error.
manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state In preparing the fnancial statements, management and Board of
of affairs of the Company as at 31 March 2019, and loss and other Directors are responsible for assessing the Company’s ability to
comprehensive income, changes in equity and its cash fows for the continue as a going concern, disclosing, as applicable, matters related
year ended on that date. to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to
BASIS FOR OPINION cease operations, or has no realistic alternative but to do so.
We conducted our audit in accordance with the Standards on Auditing Board of Directors is also responsible for overseeing the Company’s
(SAs) specifed under section 143(10) of the Act. Our responsibilities fnancial reporting process.
issued by the Institute of Chartered Accountants of India together Our objectives are to obtain reasonable assurance about whether the
with the ethical requirements that are relevant to our audit of the fnancial statements as a whole are free from material misstatement,
fnancial statements under the provisions of the Act and the Rules whether due to fraud or error, and to issue an auditor’s report
thereunder, and we have fulflled our other ethical responsibilities that includes our opinion. Reasonable assurance is a high level
in accordance with these requirements and the Code of Ethics. We of assurance, but is not a guarantee that an audit conducted in
believe that the audit evidence we have obtained is suffcient and accordance with SAs will always detect a material misstatement
appropriate to provide a basis for our opinion. when it exists. Misstatements can arise from fraud or error and are
OTHER INFORMATION considered material if, individually or in the aggregate, they could
reasonably be expected to infuence the economic decisions of users
The Company’s management and Board of Directors are responsible taken on the basis of these fnancial statements.
for the other information. The other information comprises the
information included in the Company’s annual report, but does not As part of an audit in accordance with SAs, we exercise professional
include the fnancial statements and our auditor’s report thereon. judgment and maintain professional skepticism throughout the
audit. We also:
Our opinion on the fnancial statements does not cover the other
information and we do not express any form of assurance conclusion ● Identify and assess the risks of material misstatement of the
thereon. fnancial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
In connection with our audit of the fnancial statements, our audit evidence that is suffcient and appropriate to provide
responsibility is to read the other information and, in doing so, a basis for our opinion. The risk of not detecting a material
consider whether the other information is materially inconsistent misstatement resulting from fraud is higher than for one
with the fnancial statements or our knowledge obtained in the resulting from error, as fraud may involve collusion, forgery,
audit or otherwise appears to be materially misstated. If, based on intentional omissions, misrepresentations, or the override of
the work we have performed, we conclude that there is a material internal control.
misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard. ● Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL circumstances. Under section 143(3)(i) of the Act, we are also
STATEMENTS responsible for expressing our opinion on whether the Company
has adequate internal fnancial controls with reference to
The Company’s management and Board of Directors are responsible fnancial statements in place and the operating effectiveness of
for the matters stated in section 134(5) of the Act with respect to the such controls.
preparation of these fnancial statements that give a true and fair view
of the state of affairs, proft/loss and other comprehensive income, ● Evaluate the appropriateness of accounting policies used

218 SUBSIDIARY

To the Members of Levindra Trust Limited (Contd.)
and the reasonableness of accounting estimates and related d) In our opinion, the aforesaid fnancial statements comply
disclosures made by management. with the Ind AS specifed under section 133 of the Act.
● Conclude on the appropriateness of management’s use of the e) On the basis of the written representations received from
going concern basis of accounting and, based on the audit the directors as on 31 March 2019 taken on record by the
evidence obtained, whether a material uncertainty exists Board of Directors, none of the directors is disqualifed as
related to events or conditions that may cast signifcant doubt on 31 March 2019 from being appointed as a director in
on the Company’s ability to continue as a going concern. If we terms of section 164(2) of the Act.
conclude that a material uncertainty exists, we are required to f) With respect to the adequacy of the internal fnancial
draw attention in our auditor’s report to the related disclosures controls with reference to fnancial statements of the
in the fnancial statements or, if such disclosures are Company and the operating effectiveness of such controls,
inadequate, to modify our opinion. Our conclusions are based refer to our separate Report in “Annexure B”.
report. However, future events or conditions may cause the 3. With respect to the other matters to be included in the Auditor’s
Company to cease to continue as a going concern. Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our
● Evaluate the overall presentation, structure and content of the information and according to the explanations given to us:
fnancial statements, including the disclosures, and whether
the fnancial statements represent the underlying transactions i. The Company does not have any pending litigations which
and events in a manner that achieves fair presentation. would impact its fnancial position.
We communicate with those charged with governance regarding, ii. The Company did not have any long-term contracts
among other matters, the planned scope and timing of the audit and including derivative contracts for which there were any
signifcant audit fndings, including any signifcant defciencies in material foreseeable losses.
We also provide those charged with governance with a statement transferred to the Investor Education and Protection Fund
that we have complied with relevant ethical requirements regarding by the Company.
iv. The disclosures in the fnancial statements regarding
holdings as well as dealings in specifed bank notes
REPORT ON OTHER LEGAL AND REGULATORY 2016 have not been made in these fnancial statements
REQUIREMENTS since they do not pertain to the fnancial year ended 31
March 2019.
1. As required by the Companies (Auditor’s Report) Order, 2016
(“the Order”) issued by the Central Government in terms 4. With respect to the matter to be included in the Auditor’s Report
of section 143(11) of the Act, we give in the “Annexure A” a under section 197(16):
statement on the matters specifed in paragraphs 3 and 4 of the According to the information and explanations given to us
Order, to the extent applicable. and based on our examination of the records, there is no
2. As required by section 143(3) of the Act, we report that: remuneration paid to the directors during the current year. The
Ministry of Corporate Affairs has not prescribed other details
a) We have sought and obtained all the information and under section 197(16) which are required to be commented
explanations which to the best of our knowledge and belief upon by us.
were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law For B S R & Co. LLP
have been kept by the Company so far as it appears from Chartered Accountants
our examination of those books. Firm’s Registration No.
101248W/W-100022
c) The balance sheet, the statement of proft and loss
(including other comprehensive income), the statement of Akeel Master
changes in equity and the statement of cash fows dealt Partner
with by this Report are in agreement with the books of Mumbai, 25th April, 2019 Membership No. 046768
account.

ANNEXURE A
to the Independent Auditor’s report on the fnancial statements of Levindra Trust Limited for the year ended 31 March 2019
(i) According to the information and explanation given to us, the

Company does not have any fxed assets and hence, paragraph (x) According to the information and explanations given to us, no
3(i) (a), (b) and (c) of the Order are not applicable to the Company fraud by the Company or on the Company by its offcers or
(ii) The Company was incorporated with the main objective to
undertake the offce of and act as trustee for any person or (xi) According to information and explanations given to us,
persons, company, corporation, or otherwise, and generally the Company has not paid/provided for any managerial
to undertake, perform and discharge any trust, or agency remuneration during the year. Thus, the provisions of section
business and any offce of confdence. Accordingly, it does not 197 read with Schedule V to the Act are not applicable to the
hold any inventory. Thus, paragraph 3 (ii) of the Order is not Company and accordingly, paragraph 3 (xi) of the Order is not
applicable to the Company. applicable to the Company.
(iii) There are no companies, frms, limited liability partnerships or (xii) In our opinion and according to the information and explanations
other parties covered in the register maintained under section given to us, the Company is not a Nidhi company. Accordingly,
189 of the Act. Accordingly, paragraph 3 (iii) (a), (b) and (c) of the paragraph 3 (xii) of the Order is not applicable to the Company.
Order are not applicable to the Company. (xiii) According to the information and explanations given to us and
(iv) The Company has not granted any loans or made any based on our examinations of the records of the Company,
investments, or provided any guarantees or security to there are no related party transactions during the year. The
the parties covered under section 185 and 186. Therefore, Company does not fall under the defnition of a listed company
paragraph 3 (iv) of the Order is not applicable to the Company. or other class of companies which is required to constitute an
audit committee under Section 177 of the Act and therefore
(v) According to information and explanations given to us, the the said Section is not applicable to the Company. Accordingly
Company has not accepted any deposits from the public within paragraph 3(xiii) of Order is not applicable to the Company.
the meaning of the directives issued by the Reserve Bank of
India, provisions of section 73 to 76 of the Act, any other relevant (xiv) According to the information and explanations given to us and
provisions of the Act and the relevant rules framed thereunder. based on our examination of the records, the Company has
(vi) To the best of our knowledge and as explained, the Central shares or fully or partly convertible debentures during the year
Government has not specifed the maintenance of cost records under review. Accordingly, paragraph 3 (xiv) of the Order is not
under section 148 (1) of the Act. applicable to the Company.
(vii) (a) According to the information and explanations given to (xv) According to the information and explanations given to us and
us and the records of the Company examined by us, in based on our examination of the records, the Company has not
our opinion the Company did not have any statutory entered into non-cash transactions with directors or persons
dues which are required to be deposited with the connected with him. Accordingly, paragraph 3 (xv) of the Order
appropriate authorities. Thus, paragraph 3 (vii) (a) of the is not applicable to the Company.
Order is not applicable to the Company.
(b) According to the information and explanations given to us 45-IA of the Reserve Bank of India Act, 1934. Accordingly,
and the records of the Company examined by us, in our paragraph 3 (xvi) of the Order is not applicable to the Company.
on account of any dispute by the Company. For B S R & Co. LLP
(viii) The Company has not taken any loans or borrowings from any Chartered Accountants
fnancial institution, bank or Government nor has it issued any Firm’s Registration No.
debentures. Accordingly, paragraph 3 (viii) of the Order is not 101248W/W-100022
Akeel Master
(ix) The Company has not raised any moneys by way of initial public Partner
offer, further public offer (including debt instruments) or term Mumbai, 25th April, 2019 Membership No. 046768
loans during the year. Accordingly, paragraph 3 (ix) of the Order

220 SUBSIDIARY
ANNEXURE B
to the Independent Auditor’s report on the fnancial statements of Levindra Trust Limited for the year ended 31 March 2019
Act, 2013

We have audited the internal fnancial controls with reference to depend on the auditor’s judgement, including the assessment of the
fnancial statements of Levindra Trust Limited (“the Company”) risks of material misstatement of the fnancial statements, whether
as of 31 March 2019 in conjunction with our audit of the fnancial due to fraud or error.
statements of the Company for the year ended on that date.
We believe that the audit evidence we have obtained is suffcient and
adequate internal fnancial control system with reference to fnancial internal fnancial controls with reference to fnancial statements.
statements and such internal fnancial controls were operating
effectively as at 31 March 2019, based on the internal fnancial MEANING OF INTERNAL FINANCIAL CONTROLS WITH
controls with reference to fnancial statements criteria established REFERENCE TO FINANCIAL STATEMENTS
controls stated in the Guidance Note on Audit of Internal Financial A company’s internal fnancial controls with reference to fnancial
Accountants of India (the “Guidance note”). regarding the reliability of fnancial reporting and the preparation
of fnancial statements for external purposes in accordance with
FINANCIAL CONTROLS fnancial controls with reference to fnancial statements include
The Company’s management and the Board of Directors are of records that, in reasonable detail, accurately and fairly refect
responsible for establishing and maintaining internal fnancial the transactions and dispositions of the assets of the company;
controls based on the internal fnancial controls with reference to (2) provide reasonable assurance that transactions are recorded
fnancial statements criteria established by the Company considering as necessary to permit preparation of fnancial statements in
and maintenance of adequate internal fnancial controls that were accordance with authorisations of management and directors of
operating effectively for ensuring the orderly and effcient conduct the company; and (3) provide reasonable assurance regarding
errors, the accuracy and completeness of the accounting records, on the fnancial statements.
and the timely preparation of reliable fnancial information, as
AUDITOR’S RESPONSIBILITY Because of the inherent limitations of internal fnancial controls
with reference to fnancial statements, including the possibility of
fnancial controls with reference to fnancial statements based on our
Also, projections of any evaluation of the internal fnancial controls
with reference to fnancial statements to future periods are subject
of the Act, to the extent applicable to an audit of internal fnancial
to the risk that the internal fnancial controls with reference to
controls with reference to fnancial statements. Those Standards and
fnancial statements may become inadequate because of changes
about whether adequate internal fnancial controls with reference to
fnancial statements were established and maintained and whether
For B S R & Co. LLP
about the adequacy of the internal fnancial controls with reference 101248W/W-100022
to fnancial statements and their operating effectiveness. Our audit
of internal fnancial controls with reference to fnancial statements Akeel Master
included obtaining an understanding of such internal fnancial Partner

BALANCE SHEET
(All amounts in ` unless otherwise stated)

ASSETS
Current assets
Financial assets
TOTAL ASSETS 4,96,129 4,96,955
Equity
Other equity 4B (3,871) (3,045)
TOTAL EQUITY AND LIABILITIES 4,96,129 496,955
Basis of preparation, measurement and signifcant accounting policies 2
For B S R & Co. LLP For and on behalf of Board of Directors of Levindra Trust Limited
Firm's Registration No. 101248W/W - 100022 CIN: U67120MH1946PLC005402
Akeel Master Shabnam Ali Jaising Bhor

Membership No: 046768 DIN No. 08406396 DIN No. 08165955

222 SUBSIDIARY


TOTAL INCOME - -
EXPENSES
(LOSS) BEFORE TAX (826) (649)
TAX EXPENSES
Current tax - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A + B) (826) (649)
Basic and Diluted (Face value of ` 10 each) 6 (0.02) (0.01)
Basis of preparation, measurement and signifcant accounting policies 2




Operating proft before working capital changes (826) (649)
Net cash (used in) operating activities - [A] (826) (649)
Net cash (used in) investing activities - [B] - -
Add: Cash and cash equivalents at the beginning of the year 4,96,955 4,97,604
Cash and cash equivalents as at end of the year (Refer Note 3) 4,96,129 4,96,955


224 SUBSIDIARY


Note Total
Balance as at 31st March, 2017 4A 5,00,000
B. OTHER EQUITY
Note Total
Balance as at 31st March, 2017 4B (2,396)
Balance as at 31st March, 2018 4B (3,045)
As at 31st March, 2019 4B (3,871)


NOTES
to the fnancial statements for the year ended 31st March, 2019
1) COMPANY INFORMATION less from the date of acquisition), highly liquid investments and
Levindra Trust Limited (the ‘Company’) incorporated on 11th bank balances that are readily convertible into cash and which
December, 1946 is a public limited company domiciled in India are subject to an insignifcant risk of changes in value.
with its registered offce located at Unilever House, B.D. Sawant (b) Earnings Per Share
Marg, Chakala, Andheri (East), Mumbai 400 099, with the main
objective to undertake the offce of and act as trustee for any Basic earnings per share is computed by dividing the net proft/
person or persons, company, corporation or otherwise, and (loss) for the period attributable to equity shareholders by the
generally to undertake, perform and discharge any trust or weighted average number of equity shares outstanding during
agency business, and any offce of confdence. the period. The weighted average number of equity shares
outstanding during the period and for all periods presented
2) BASIS OF PREPARATION, MEASUREMENT AND is adjusted for events, such as bonus shares, other than the
SIGNIFICANT ACCOUNTING POLICIES conversion of potential equity shares, that have changed the
number of equity shares outstanding, without a corresponding
2.1 BASIS OF PREPARATION AND MEASUREMENT change in resources. For the purpose of calculating diluted
(a) Basis for preparation earnings per share, the net proft/(loss) for the period
attributable to equity shareholders and the weighted average
These fnancial statements have been prepared in accordance number of shares outstanding during the period is adjusted for
with the Indian Accounting Standards (hereinafter referred the effects of all dilutive potential equity shares.
to as the ‘Ind AS’) as notifed by Ministry of Corporate Affairs
pursuant to section 133 of the Companies Act, 2013 read with 2.3 RECENT ACCOUNTING DEVELOPMENTS
rule 3 of the Companies (Indian Accounting standards) Rules,
Standards issued but not yet effective:
2015 as amended from time to time
In March 2019, the Ministry of Corporate Affairs issued the
The fnancial statements have been prepared on accrual
Companies (Indian Accounting Standards) Amendments
and going concern basis.The accounting policies are applied
Rules, 2019 and the Companies (Indian Accounting Standards)
consistently to all the periods presented in the fnancial
Second Amendment Rules, notifying the following standard and
statements. All assets and liabilities have been classifed as
amendment which are effective from 1st April, 2019:
current or non current as per the Company’s normal operating
cycle and other criteria as set out in Division II Ind AS Schedule - Ind AS 116, Leases
III to the Companies Act, 2013.
The fnancial statements of the Company for the year ended
31st March, 2019 were approved for issue in accordance with
the resolution of the Board of Directors on 25th April, 2019. - Amendments to Ind AS 109, Financial Instruments
(b) Basis of measurement - Amendments to Ind AS 111, Joint Arrangements
These fnancial statements are prepared under historical cost - Amendments to Ind AS 19, Employee Benefts
convention unless otherwise indicated.
(a) Cash and cash equivalents Joint Ventures
Cash and cash equivalents are short-term (three months or The above standard and amendments will not have any material
impact on the fnancial statements.

226 SUBSIDIARY
NOTES
to the fnancial statements for the year ended 31st March, 2019 (Contd.)
As at As at
Balances with banks
- In current accounts 4,96,129 4,96,955
4,96,129 4,96,955
As at As at
Authorized
5,00,000 5,00,000

Equity Shares:
Add/Less: issued during the year - - - -
As at As at
50,000 shares (March 31, 2018: 50,000) held by Hindustan Unilever Limited, the 5,00,000 5,00,000
As at As at
Hindustan Unilever Limited, the Holding Company and its nominee 10% 10%

NOTES
4B) OTHER EQUITY
Retained
Earnings
As at 31st March, 2017 (2,396)
As at 31st March, 2018 (3,045)
As at 31st March, 2019 (3,871)
Retained Earnings: Retained earnings are the proft/(losses) that the Company has earned/incurred till date, less any transfer to general
5) OTHER EXPENSES

Bank charges 826 649
826 649

Earnings per share - basic and diluted (Face value of ` 10 per share) (0.02) (0.01)
ii) There are no transactions between related parties in the current year as well as in the previous year.
8) OTHER MATTER
Information with regard to the additional information and other disclosures to be disclosed by way of notes to Statement of Proft
and loss as specifed in Schedule III to the Act is either ‘nil ‘ or ‘ not applicable ‘ to the Company for the year.


228 SUBSIDIARY
Hindlever Trust Limited

Boishakhi Banerjee B. D. Sawant Marg,
Mumbai - 400 099.
To the Members, The Agenda for the Board Meetings includes detailed notes on the
items to be discussed at the meeting to enable the Directors to take
Your Directors are pleased to present the 61st Annual Report of the
an informed decision.
Company along with Audited Financial Statements for the financial
year ended 31st March, 2019. During the financial year ended 31st March, 2019, four Board
The Company had neither income nor expenditure during the year Meetings were held on 27th April, 2018, 9th August, 2018,
and all its out of pocket expenses have been borne by Hindustan 30th November, 2018 and 12th February, 2019. The interval between
Unilever Limited, the Holding Company. The Company continued to any two meetings was well within the maximum allowed gap of
act jointly with Levers Associated Trust Limited as the Trustees of the 120 days.
Hindlever Pension Fund, Hindustan Lever Gratuity Fund, Hindlever
Limited Superannuation Fund and Hindustan Lever Educational and RELATED PARTY TRANSACTIONS
Welfare Trust. The Company has not entered into any related party transactions
DIVIDEND during the year under review.
The Directors did not recommend any dividend for the year under DIRECTORS’ RESPONSIBILITY STATEMENT
review.
During the year, Ms. Asha Gopalakrishnan was appointed as the accounting standards have been followed and that no material
Additional Director on the Board of the Company with effect from departures have been made from the same;
7th March, 2019 to hold office upto the forthcoming Annual General
Meeting of the Company. Being eligible, Ms. Asha Gopalakrishnan has ii. they have selected such accounting policies and applied them
offered herself to be appointed as the Director of your Company. The consistently and made judgments and estimates that are
Board recommended the appointment of Ms. Asha Gopalakrishnan reasonable and prudent, so as to give a true and fair view of the
as a Director of the Company and the resolution proposing aforesaid state of affairs of the Company at the end of the financial year
appointment pursuant to Section 152 of the Companies Act, 2013 and of the loss of the Company for that year;
forms part of the Notice of Annual General Meeting.
iii. they have taken proper and sufficient care for the maintenance of
Mr. Dinesh Thapar, Director resigned and ceased to be the Director adequate accounting records in accordance with the provisions
of your Company w.e.f. 12th February, 2019. The Board placed of the Companies Act, 2013, for safeguarding the assets of the
on record its sincere appreciation for the services rendered by Company and for preventing and detecting fraud and other
Mr. Dinesh Thapar during his tenure as the Director of the Company. irregularities;
In accordance with Article 33 of the Articles of Association of the iv. they have prepared the annual accounts on a going concern
Company and the Companies Act, 2013, all the Directors of the basis; and
Company shall retire by rotation at every Annual General Meeting
and accordingly, Ms. Boishakhi Banerjee and Ms. Suman Hegde v. they have devised proper systems to ensure compliance with
shall retire by rotation at the forthcoming Annual General Meeting the provisions of all applicable laws and such systems were
and being eligible, offer themselves for re-appointment. adequate and operating effectively.
BOARD MEETINGS PERSONNEL

The Board of Directors meets at regular intervals to discuss and The Company had no employee during the year under review and
decide on Company’s operations, business policies and strategy hence, provisions of Section 197 of the Companies Act, 2013 and
apart from other Board business. However, in case of a special and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
urgent business need, the Board’s approval is taken by passing Managerial Personnel) Rules, 2014 are not applicable.
resolution by circulation, as permitted by law, which is noted and
confirmed in the subsequent Board Meeting. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The notice of Board Meeting is given well in advance to all the There were no loans, guarantees or investments made by your
Directors. Usually, meetings of the Board are held in Mumbai. Company in accordance with the provisions of Section 186 of the
The Agenda is circulated a week prior to the date of the meeting. Companies Act, 2013 during the financial year 2018-19.
Hindlever Trust Limited Annual Report 2018-19

DEPOSITS the provisions of Section 139 of the Companies Act, 2013, the firm
of Statutory Auditors can be re-appointed for a further period of
five years.
of Companies Act, 2013, during the year.
A resolution proposing re-appointment of M/s. BSR & Co. LLP,
ANNUAL RETURN EXTRACT Chartered Accountants as the Statutory Auditors of the Company
Extract of Annual Return in Form MGT - 9 under Section 92(3) of the pursuant to Section 139 of the Companies Act, 2013 forms part of
Companies Act, 2013 and Rule 12 of the Companies (Management this Notice.
and Administration) Rules, 2014 is appended as an Annexure, to this
Annual Report. The Report given by the Auditors on the financial statements of
the Company forms part of this Annual Report. There has been no
DECLARATIONS AND CONFIRMATIONS qualification, reservation, adverse remark or disclaimer given by the
place which operates effectively. According to the Directors of your CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUTGO
Policy is formulated. The requirements under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in
Regulators or Courts or Tribunals impacting the going concern so far as energy conservation, technology absorption and foreign
status and Company’s operations in future. exchange are concerned, are not applicable to the Company.
The Company is not required to maintain cost records as ACKNOWLEDGEMENTS

Companies Act, 2013. The Directors take this opportunity to thank all the stakeholders for
Committee under the Sexual Harassment of Women at Workplace On behalf of the Board
to the Company.
AUDITORS
Suman Hegde Asha Gopalakrishnan
M/s. BSR & Co. LLP, Chartered Accountants were appointed as
Director Director
held on 27th June, 2014, for a term of five consecutive years. As per Mumbai, 24th April, 2019 DIN: 06539295 DIN: 08383915
Annual Report 2018-19 Hindlever Trust Limited

230 SUBSIDIARY

Form No. MGT-9

i) CIN : U65990MH1958PLC011060
ii) Registration Date : 1st April, 1958
iii) Name of the Company : Hindlever Trust Limited
iv) Category / Sub-Category of the Company : Public Company/ Company limited by Shares
Telephone No : 022-3983 0000

1. N. A. - -
during
shares shares
A. Promoters
1. Indian
2. Foreign - - - - - - - - -
Total shareholding of - 50,000 50,000 100 - 50,000 50,000 100 0.00
Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
GRAND TOTAL
- 50,000 50,000 100 - 50,000 50,000 100 0.00
(A+B+C)


shares shares of the pledged / shares shares pledged / during the
Company encumbered to of the encumbered to year
total shares Company total shares
2. Levers Associated Trust 1 0.00 NIL 1 0.00 NIL 0.00
Limited
Unilever Limited
UnileverLimited
j/w Priya Nair
j/w Shikha Gupta
TOTAL 50,000 100.00 NIL 50,000 100.00 NIL 0.00
Sr. No. Shareholders’ Name Shareholding at the Shareholding at the

beginning of the year end of the year
No. of % of total shares of No. of shares % of total shares
shares the Company of the Company
iv. Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Not Applicable
v. Shareholding of Directors and Key Managerial Personnel
The Directors of the Company do not hold any shares during the financial year ended 31st March, 2019. The Company is not
required to appoint Key Managerial Personnel.
V. INDEBTEDNESS

The Director do not receive any remuneration from the Company. The Company is not required to appoint Key Managerial Personnel.

Suman Hegde Boishakhi Banerjee

Director Director

232 SUBSIDIARY

To the Members of Hindlever Trust Limited
Report on the Audit of the Financial Statements
We have audited the financial statements of Hindlever Trust accounting records in accordance with the provisions of the Act for
Limited (“the Company”), which comprise the balance sheet as safeguarding of the assets of the Company and for preventing and
at 31 March 2019, and the statement of profit and loss (including detecting frauds and other irregularities; selection and application
manner so required and give a true and fair view in conformity with In preparing the financial statements, management and Board
the accounting principles generally accepted in India, of the state of Directors are responsible for assessing the Company’s ability
of affairs of the Company as at 31 March 2019, and loss and other to continue as a going concern, disclosing, as applicable, matters
comprehensive income, changes in equity and its cash flows for the related to going concern and using the going concern basis of
year ended on that date. accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but
BASIS FOR OPINION to do so.
We conducted our audit in accordance with the Standards on Board of Directors isalso responsible for overseeing the Company’s
Auditing (SAs) specified under section 143(10) of the Act. Our financial reporting process.
responsibilities under those SAs are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
our report. We are independent of the Company in accordance with FINANCIAL STATEMENTS
the Code of Ethics issued by the Institute of Chartered Accountants Our objectives are to obtain reasonable assurance about whether the
of India together with the ethical requirements that are relevant to financial statements as a whole are free from material misstatement,
our audit of the financial statements under the provisions of the Act whether due to fraud or error, and to issue an auditor’s report
and the Rules thereunder, and we have fulfilled our other ethical that includes our opinion. Reasonable assurance is a high level
responsibilities in accordance with these requirements and the Code of assurance, but is not a guarantee that an audit conducted in
of Ethics. We believe that the audit evidence we have obtained is accordance with SAs will always detect a material misstatement
sufficient and appropriate to provide a basis for our opinion. when it exists. Misstatements can arise from fraud or error and are
The Company’s management and Board of Directors are responsible taken on the basis of these financial statements.
In connection with our audit of the financial statements, our audit evidence that is sufficient and appropriate to provide a basis
responsibility is to read the other information and, in doing so, for our opinion. The risk of not detecting a material misstatement
consider whether the other information is materially inconsistent resulting from fraud is higher than for one resulting from error,
with the financial statements or our knowledge obtained in the as fraud may involve collusion, forgery, intentional omissions,
audit or otherwise appears to be materially misstated. If, based on misrepresentations, or the override of internal control.
the work we have performed, we conclude that there is a material • Obtain an understanding of internal control relevant to the audit
misstatement of this other information, we are required to report in order to design audit procedures that are appropriate in the
that fact. We have nothing to report in this regard. circumstances.Under section 143(3)(i) of the Act, we are also
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL has adequate internal financial controls with reference to
STATEMENTS financial statements in place and the operating effectiveness of
for the matters stated in section 134(5) of the Act with respect to the • Evaluate the appropriateness of accounting policies used and the
preparation of these financial statements that give a true and fair view reasonableness of accounting estimates and related disclosures
of the state of affairs, profit/loss and other comprehensive income, made by management.
changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the • Conclude on the appropriateness of management’s use of the
Indian Accounting Standards (Ind AS) specified under section 133 of going concern basis of accounting and, based on the audit


To the Members of Hindlever Trust Limited (Contd.)
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE d) In our opinion, the aforesaid financial statements comply
FINANCIAL STATEMENTS (CONTD.) with the Ind AS specified under section 133 of the Act.
e) On the basis of the written representations received from the
evidence obtained, whether a material uncertainty exists related directors as on 31 March 2019 taken on record by the Board
to events or conditions that may cast significant doubt on the of Directors, none of the directors is disqualified as on 31
Company’s ability to continue as a going concern. If we conclude March 2019 from being appointed as a director in terms of
that a material uncertainty exists, we are required to draw section 164(2) of the Act.
attention in our auditor’s report to the related disclosures in
f) With respect to the adequacy of the internal financial controls
the financial statements or, if such disclosures are inadequate,
with reference to financial statementsof the Company
andthe operating effectiveness of such controls, refer to our
evidence obtained up to the date of our auditor’s report. However,
separate Report in “Annexure B”.
future events or conditions may cause the Company to cease to
continue as a going concern. 3. With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit
financial statements, including the disclosures, and whether the
financial statements represent the underlying transactions and
events in a manner that achieves fair presentation. i. The Company does not have any pending litigations which
would impact its financial position.
among other matters, the planned scope and timing of the audit and ii. The Company did not have any long-term contracts including
significant audit findings, including any significant deficiencies in derivative contracts for which there were any material
internal control that we identify during our audit. foreseeable losses.
We also provide those charged with governance with a statement iii. There were no amounts which were required to be
that we have complied with relevant ethical requirements regarding transferred to the Investor Education and Protection Fund by
independence, and to communicate with them all relationships the Company.
andother matters that may reasonably be thought to bear on our iv. The disclosures in the financial statements regarding
independence, and where applicable, related safeguards. holdings as well as dealings in specified bank notes during
the period from 8 November 2016 to 30 December 2016 have
REPORT ON OTHER LEGAL AND REGULATORY
not been made in these financial statements since they do
REQUIREMENTS not pertain to the financial year ended 31 March 2019.
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the
4. With respect to the matter to be included in the Auditor’s Report
Order”) issued by the Central Government in terms of section
under section 197(16):
143(11) of the Act, we give in the “Annexure A” a statement on
the matters specified in paragraphs 3 and 4 of the Order, to the According to the information and explanations given to us and
extent applicable. based on our examination of the records, there is no remuneration
paid to the directors during the current year. The Ministry of
2. As required by section 143(3) of the Act, we report that:
Corporate Affairs has not prescribed other details under section
a) We have sought and obtained all the information and 197(16) which are required to be commented upon by us.
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 For B S R & Co. LLP
have been kept by the Company so far as it appears from our Chartered Accountants
examination of those books. Firm’s Registration No.
101248W/W-100022
c) The balance sheet, the statement of profit and loss (including
other comprehensive income), the statement of changes in Akeel Master
equity and the statement of cash flows dealt with by this Partner
Report are in agreement with the books of account. Mumbai, 24th April, 2019 Membership No. 046768

234 SUBSIDIARY
ANNEXURE A
to the Independent Auditor’s report on the fnancial statements of Hindlever Trust Limited for the year ended 31 March 2019
(i) According to the information and explanation given to us, the (x) According to the information and explanations given to us, no
Company does not have any fixed assets and hence, paragraph fraud by the Company or on the Company by its officers or
3(i) (a), (b) and (c) of the Order are not applicable to the Company employees has been noticed or reported during the year.
(ii) The Company was incorporated with the main objective to (xi) According to information and explanations given to us,
undertake the office of and act as trustee for any person or the Company has not paid/provided for any managerial
persons, company, corporation, or otherwise, and generally remuneration during the year. Thus, the provisions of section
to undertake, perform and discharge any trust, or agency 197 read with Schedule V to the Act are not applicable to the
business and any office of confidence. Accordingly, it does not Company and accordingly, paragraph 3 (xi) of the Order is not
hold any inventory. Thus, paragraph 3 (ii) of the Order is not applicable to the Company.
applicable to the Company. (xii) In our opinion and according to the information and explanations
(iii) There are no companies, firms, limited liability partnerships or given to us, the Company is not a Nidhi company. Accordingly,
other parties covered in the register maintained under section paragraph 3 (xii) of the Order is not applicable to the Company.
189 of the Act. Accordingly, paragraph 3 (iii) (a), (b) and (c) of the (xiii) According to the information and explanations given to us and
Order are not applicable to the Company. based on our examinations of the records of the Company,
(iv) The Company has not granted any loans or made any there are no related party transactions during the year. The
investments, or provided any guarantees or security to Company does not fall under the definition of a listed company
the parties covered under section 185 and 186. Therefore, or other class of companies which is required to constitute an
paragraph 3 (iv) of the Order is not applicable to the Company. audit committee under Section 177 of the Act and therefore
the said Section is not applicable to the Company. Accordingly
(v) According to information and explanations given to us, the
paragraph 3(xiii) of Order is not applicable to the Company.
the meaning of the directives issued by the Reserve Bank of (xiv) According to the information and explanations given to us and
India, provisions of section 73 to 76 of the Act, any other relevant based on our examination of the records, the Company has
provisions of the Act and the relevant rules framed thereunder. not made any preferential allotment or private placement of
shares or fully or partly convertible debentures during the year
(vi) To the best of our knowledge and as explained, the Central
under review. Accordingly, paragraph 3(xiv) of the Order is not
Government has not specified the maintenance of cost records
(vii) (a) According to the information and explanations given to based on our examination of the records, the Company has not
us and the records of the Company examined by us, in entered into non-cash transactions with directors or persons
our opinion the Company did not have any statutory dues connected with him. Accordingly, paragraph 3(xv) of the Order
which are required to be deposited with the appropriate is not applicable to the Company.
authorities. Thus, paragraph 3 (vii) (a) of the Order is not
(b) According to the information and explanations given to us paragraph 3(xvi) of the Order is not applicable to the Company.
and the records of the Company examined by us, in our
on account of any dispute by the Company. For B S R & Co. LLP
(viii) The Company has not taken any loans or borrowings from any Chartered Accountants
financial institution, bank or Government nor has it issued any Firm’s Registration No.
debentures. Accordingly, paragraph 3 (viii) of the Order is not 101248W/W-100022
(ix) The Company has not raised any moneys by way of initial public
offer, further public offer (including debt instruments) or term Akeel Master
loans during the year. Accordingly, paragraph 3(ix) of the Order Partner
is not applicable to the Company. Mumbai, 24th April, 2019 Membership No. 046768

ANNEXURE B
to the Independent Auditor’s report on the fnancial statements of Hindlever Trust Limited for the year ended 31 March 2019
Act, 2013
OPINION internal control based on the assessed risk. The procedures selected
We have audited the internal financial controls with reference to depend on the auditor’s judgement, including the assessment of the
financial statements of Hindlever Trust Limited (“the Company”) risks of material misstatement of the financial statements, whether
as of 31 March 2019 in conjunction with our audit of the financial due to fraud or error.
statements of the Company for the year ended on that date. We believe that the audit evidence we have obtained is sufficient and
effectively as at 31 March 2019, based on the internal financial
MEANING OF INTERNAL FINANCIAL CONTROLS WITH
by the Company considering the essential components of internal A company’s internal financial controls with reference to financial
controls stated in the Guidance Note on Audit of Internal Financial statements is a process designed to provide reasonable assurance
Controls over Financial Reporting issued by the Institute of Chartered regarding the reliability of financial reporting and the preparation
Accountants of India (the “Guidance note”). of financial statements for external purposes in accordance with
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL financial controls with reference to financial statements include
FINANCIAL CONTROLS those policies and procedures that (1) pertain to the maintenance
safeguarding of its assets, the prevention and detection of frauds disposition of the company’s assets that could have a material effect
and errors, the accuracy and completeness of the accounting on the financial statements.
as required under the Companies Act, 2013 (hereinafter referred to
INHERENT LIMITATIONS OF INTERNAL FINANCIAL
as “the Act”). CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial controls
AUDITOR’S RESPONSIBILITY with reference to financial statements, including the possibility of
Our responsibility is to express an opinion on the Company’s internal collusion or improper management override of controls, material
financial controls with reference to financial statements based on our misstatements due to error or fraud may occur and not be detected.
audit. We conducted our audit in accordance with the Guidance Note Also, projections of any evaluation of the internal financial controls
and the Standards on Auditing, prescribed under section 143(10) with reference to financial statements to future periods are subject
of the Act, to the extent applicable to an audit of internal financial to the risk that the internal financial controls with reference to
controls with reference to financial statements. Those Standards and financial statements may become inadequate because of changes
the Guidance Note require that we comply with ethical requirements in conditions, or that the degree of compliance with the policies or
and plan and perform the audit to obtain reasonable assurance procedures may deteriorate.
about the adequacy of the internal financial controls with reference Firm’s Registration No.
to financial statements and their operating effectiveness. Our audit 101248W/W-100022
included obtaining an understanding of such internal financial Akeel Master
controls, assessing the risk that a material weakness exists, and Partner
testing and evaluating the design and operating effectiveness of Mumbai, 24th April, 2019 Membership No. 046768

236 SUBSIDIARY
BALANCE SHEET
As at As at
Particulars Note
ASSETS
Current assets
Financial assets
TOTAL ASSETS 496,106 4,96,932
EQUITY

Other equity 4B (3,894) (3,068)
TOTAL EQUITY AND LIABILITIES 496,106 496,932
For B S R & Co. LLP For and on behalf of Board of Directors of Hindlever Trust Limited
Firm's Registration No. 101248W/W - 100022 CIN U65990MH1958PLC011060
Akeel Master Suman Hegde Asha Gopalakrishnan




Particulars Note
TOTAL INCOME - -
EXPENSES

Tax expenses
Current tax - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) (826) (649)

Basic & Diluted (Face value of ` 10 each) 6 (0.02) (0.01)


238 SUBSIDIARY

Operating profit before working capital changes (826) (649)
Net cash (used in)/ generated from operating activities - [A] (826) (649)
B CASH FLOW FROM INVESTING ACTIVITIES
C CASH FLOW FROM FINANCING ACTIVITIES
Add: Cash and cash equivalents at the beginning of the year 4,96,932 4,97,581
Cash and cash equivalents as at end of the year (Refer Note 3) 4,96,106 4,96,932




Note Total
B. OTHER EQUITY
Note Total
As at 31st March, 2017 4B (2,419)
As at 31st March, 2018 4B (3,068)
As at 31st March, 2019 4B (3,894)


240 SUBSIDIARY
NOTES
to the fnancial statements for the year ended 31st March, 2019
1) COMPANY INFORMATION 2.2 SIGNIFICANT ACCOUNTING POLICIES
Hindlever Trust Limited (the ‘Company’) incorporated on 1st (a) Cash and cash equivalents
April, 1958 is a public limited company domiciled in India with its Cash and cash equivalents are short-term (three months or less
registered office located at Unilever House, B.D. Sawant Marg, from the date of acquisition), highly liquid investments and bank
Chakala, Andheri (East), Mumbai 400 099, with the main objective balances that are readily convertible into cash and which are
to undertake the office of and act as trustee for any person or subject to an insignificant risk of changes in value.
persons, company, corporation or otherwise, and generally to
undertake, perform and discharge any trust or agency business, (b) Earning Per Share
and any office of confidence. Basic earnings per share is computed by dividing the net profit/
2) BASIS OF PREPARATION, MEASUREMENT AND (loss) for the period attributable to equity shareholders by the
SIGNIFICANT ACCOUNTING POLICIES weighted average number of equity shares outstanding during
the period. The weighted average number of equity shares
2.1 BASIS OF PREPARATION AND MEASUREMENT outstanding during the period and for all periods presented
(a) Basis for preparation is adjusted for events, such as bonus shares, other than the
conversion of potential equity shares, that have changed the
number of equity shares outstanding, without a corresponding
with the Indian Accounting Standards (hereinafter referred to as
change in resources. For the purpose of calculating diluted
the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant
earnings per share, the net profit/(loss) for the period attributable
to section 133 of the Companies Act, 2013 read with rule 3 of
to equity shareholders and the weighted average number of
the Companies (Indian Accounting standards) Rules, 2015 as
shares outstanding during the period is adjusted for the effects
amended from time to time.
of all dilutive potential equity shares.
The financial statements have been prepared on accrual and going
concern basis. The accounting policies are applied consistently to 2.3 RECENT ACCOUNTING DEVELOPMENTS
all the periods presented in the financial statements. All assets STANDARDS ISSUED BUT NOT YET EFFECTIVE:
and liabilities have been classified as current or non current as
per the Company’s normal operating cycle and other criteria as In March 2019, the Ministry of Corporate Affairs issued the
set out in Division II Ind AS Schedule III to the Companies Act, Companies (Indian Accounting Standards) Amendments
2013. Rules, 2019 and the Companies (Indian Accounting Standards)
Second Amendment Rules, notifying the following standard and
The financial statements of the company for the year ended 31st amendment which are effective from 1st April, 2019:
March, 2019 were approved for issue in accordance with the
resolution of the Board of Directors on 24th April, 2019. - Ind AS 116, Leases
(b) Basis of measurement - Appendix C to Ind AS 12, Income taxes
These financial statements are prepared under the historical - Amendments to Ind AS 109, Financial Instruments
cost convention unless otherwise indicated. - Amendments to Ind AS 111, Joint Arrangements
Joint Ventures.
The above standard and amendments will not have any
material impact on the financial statements.
3. CASH AND CASH EQUIVALENTS

As at As at
Balances With Banks
- In Current Account 4,96,106 4,96,932
496,106 4,96,932

NOTES
4A) EQUITY SHARE CAPITAL (All amounts in ` unless otherwise stated)
As at As at
Authorized

5,00,000 5,00,000

As at As at
Equity Shares:
Add: issued during the year - - - -


vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after
distribution of all preferential amounts, in proportion to their shareholding. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.
c) shares held by holding company and subsidiaries of holding company in aggregate

As at As at
31st March 2019 31st March 2018
Equity shares of ` 10
50,000 Shares (March 31, 2018: 50,000) held by Hindustan Unilever Limited, the holding 5,00,000 5,00,000
company and its nominee
d) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the company
As at As at
Hindustan Unilever Limited, the holding company and its nominee 100% 100%

242 SUBSIDIARY
NOTES
4B) OTHER EQUITY (All amounts in ` unless otherwise stated)

Retained Earnings
As at 31st March, 2017 (2,419)
As at 31st March, 2018 (3,068)
As at 31st March, 2019 (3,894)

Retained Earnings: Retained earnings are the profit/(losses) that the Company has earned/incurred till date, less any transfer to general
5) OTHER EXPENSES
Bank Charges 826 649
826 649
6) EARNINGS PER SHARE:

Earnings per share - basic and diluted (face value of ` 10 Per share) (0.02) (0.01)

NOTES
ii) There are no transactions between related parties in the current year as well as in the previous year.
8) OTHER MATTER
and loss as specified in Schedule III to the Act is either ‘nil ‘ or ‘ not applicable ‘ to the Company for the year.


244 SUBSIDIARY
Hindustan Unilever Foundation

Sanjiv Mehta M/s. BSR & Co. LLP Unilever House,
Srinivas Phatak B. D. Sawant Marg,
Dev Bajpai Chakala, Andheri (East),
Priya Nair Mumbai - 400 099.
To the Members,
FINANCIAL RESULTS
(` lakhs)
Total Income 1,370.32 3,730.00

Less: Total Expenditure 2,998.00 1,982.45
(Shortfall in)/Excess of Income over Expenditure (1,627.68) 1,747.55
OPERATIONAL REVIEW THE BOARD OF DIRECTORS

The Company is a not-for-profit Company that anchors water In accordance with the provisions of the Companies Act, 2013,
management related community development and sustainability one-third of the Directors of the Company are liable to retire
initiatives of Hindustan Unilever Limited. by rotation at every Annual General Meeting and accordingly
Ms. Priya Nair shall retire by rotation at the forthcoming Annual
The Company operates the ‘Water for Public Good’ programme, with
General Meeting and being eligible, offers herself for re-appointment.
a specific focus on water conservation, building local community
institutions to govern water resources and enhancing farm BOARD MEETINGS
based livelihoods through adoption of judicious water practices.
The Company’s programmes reached out to over 5,000 villages The Board of Directors meet at regular intervals to discuss and
cumulatively in 51 districts, 10 states and 2 union territories decide on Company’s operation, business policies or projects to be
across India in partnership through 20 NGO partners and multiple undertaken and strategy apart from other Board business. However,
co-funders. The Company also supports several knowledge in case of a special and urgent business need, the Board’s approval
initiatives in water conservation and governance. is taken by passing resolutions by circulation, as permitted by law,
which are noted and confirmed at the subsequent Board Meeting.
By the end of year 2018, the cumulative and collective achievements
through partnered programmes of the Company include: The notice of Board Meeting is given well in advance to all the
Directors. Usually, meetings of the Board are held in Mumbai.
• Water Conservation: Over 700 billion litres of water saving The Agenda is circulated a week prior to the date of the meeting.
potential created through improved supply and demand The Agenda for the Board Meetings include detailed notes on the
management of water resources. Till financial year 2018-19, items to be discussed at the meeting to enable the Directors to take
Company’s water conservation capacity stood at 900 billion litres* an informed decision.
cumulatively.
During the financial year ended 31st March 2019, four Board
• Crop Yield: Additional agriculture production of over Meetings were held on 11th May, 2018, 22nd August, 2018,
0.8 million tonnes has been generated. 12th December, 2018 and 11th March, 2019. The interval between
• Livelihoods: More than 7.5 million person days of employment
120 days.
have been created though water conservation and increased
agriculture production. RELATED PARTY TRANSACTIONS
The cumulative impact of HUF supported projects has been During the year, your Company received donations from related
independently assured. parties for the purpose of Corporate Social Responsibility activities
*pending independent assurance. and the same were appropriated accordingly.
Hindustan Unilever Foundation Annual Report 2018-19

DIRECTORS’ RESPONSIBILITY STATEMENT There were no significant and material orders passed by the
The Directors confirm that: status and Company’s operations in future.
i. in the preparation of the annual accounts, the applicable The Company is not required to maintain cost records as
accounting standards have been followed and that no material specified by the Central Government under Section 148(1) of the
departures have been made from the same; Companies Act, 2013.
ii. they have selected such accounting policies and applied them The Company had less than 10 employees during the year under
consistently and made judgments and estimates that are review and hence, provisions relating to the constitution of Internal
reasonable and prudent, so as to give a true and fair view of the Complaints Committee under the Sexual Harassment of Women at
state of affairs of the Company at the end of the financial year Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not
and of the income/expenditure of the Company for that period; applicable to the Company.
iii. they have taken proper and sufficient care for the maintenance of AUDITORS
adequate accounting records in accordance with the provisions
of the Companies Act, 2013, for safeguarding the assets of the M/s. BSR & Co. LLP, Chartered Accountants were appointed as
Company and for preventing and detecting fraud and other Statutory Auditors of your Company at the Annual General Meeting
irregularities; held on 30th June, 2014, for a term of five consecutive years. As per
iv. they have prepared the annual accounts on a going concern of Statutory Auditors can be re-appointed for a further period of five
basis; and years.
v. they have devised proper systems to ensure compliance with A resolution proposing re-appointment of M/s. BSR & Co. LLP,
the provisions of all applicable laws and such systems were Chartered Accountants as the Statutory Auditors of the Company
adequate and operating effectively. pursuant to Section 139 of the Companies Act, 2013 forms part of
the Notice.
PERSONNEL
The Report given by the Auditors on the financial statements
Disclosure with respect to remuneration of employee as per of the Company is part of this Annual Report. There has been no
Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) qualification, reservation, adverse remark or disclaimer given by the
of Companies (Appointment and Remuneration of Managerial Auditors in their Report.
Personnel) Rules, 2014 for the year ended 31st March, 2019 is
appended as an Annexure to this Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION &
FOREIGN EXCHANGE EARNINGS AND OUTGO
PARTICULARS OF LOANS, GUARANTEES
The requirements under Section 134(3)(m) of the Companies Act, 2013,
There have been no loans or guarantees made by your Company read with Rule 8 of the Companies (Accounts) Rules, 2014 in so far
under Section 186 of the Companies Act, 2013 during the financial as energy conservation, technology absorption and foreign exchange
year 2018-19. are concerned, are not applicable to the Company.
DEPOSITS ENVIRONMENT, SAFETY, HEALTH AND QUALITY
The Company has not accepted any public deposits under Chapter V The Company is committed to excellence in safety, health,
of Companies Act, 2013, during the year. environment and quality management. It accords the highest priority
to the health and safety of its employees and other stakeholders
ANNUAL RETURN EXTRACT as well as protection of the environment. The management of your
Extract of Annual Return in Form MGT-9 under Section 92(3) of the Company is focused on continuous improvement in these areas
Companies Act, 2013 and Rule 12 of the Companies (Management which are fundamental to the sustainable growth of the Company.
and Administration) Rules, 2014 is appended as an Annexure to this ACKNOWLEDGEMENTS
Annual Report.
DECLARATIONS AND CONFIRMATIONS their support and co-operation.
place which operates effectively. According to the Directors of your On behalf of the Board
Policy is formulated. Sanjiv Mehta Dev Bajpai
Director Director
Mumbai, 23rd April, 2019 DIN: 06699923 DIN: 00050516
Annual Report 2018-19 Hindustan Unilever Foundation

246 SUBSIDIARY

Statement of Disclosure of remuneration under Section 197 of Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
Qualifcation Date of Designation/ Remuneration received Experience Last

Name Age employment Nature of employment
duties Gross (Rs.) Net (Rs.)
Reshma Anand 44 BA(Hons), 11.12.2017 CEO 1,14,00,846 72,93,266 21 TATA Trust

Economics,
PGDM (IIMB)
• Remuneration received Gross includes salary, allowances, commission, performance linked variable pay disbursed, taxable value of
perquisites and Company’s contribution to provident fund. Remuneration received Net includes Gross Remuneration less income tax,
profession tax and employees contribution to provident fund.
• Remuneration excludes provision for / contributions to pension, gratuity and leave encashment, special awards, payments made in
respect of earlier years including those pursuant to settlements during the year, payments made under voluntary retirement schemes
and stock options granted. However contributions to pension in respect of employees who have opted for contribution defined scheme has
been included.
• Other terms and conditions as per Company’s Rules.
• Employee is not related to any Director of the Company.
• None of the employees is covered under Rule 5(3)(viii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 of Section 197 of the Companies Act, 2013.
Sanjiv Mehta Dev Bajpai

Director Director


Form No. MGT-9

[As on the financial year ended on 31st March,2019]
i) CIN : U93090MH2010NPL201468
ii) Registration Date : 30th March, 2010
iii) Name of the Company : Hindustan Unilever Foundation
iv) Category / Sub-Category of the Company : Private Limited Company, Not-for-profit
Company/ Company having Share Capital
Telephone No : 022-3983 0000

The Company is a not–for–profit Company incorporated under Section 25 of the erstwhile Companies Act, 1956.
Unilever House, B. D. Sawant Marg, Chakala,
Andheri (East), Mumbai - 400 099.

during
shares shares
A. Promoters
1. Indian
– Bodies
- 10,000 10,000 100 - 10,000 10,000 100 0.00
Corporates
2. Foreign - - - - - - - - -
Total
shareholding - 10,000 10,000 100 - 10,000 10,000 100 0.00
of Promoter
B. Public
- - - - - - - - -
Shareholding
C. Shares held
by Custodian for - - - - - - - - -
GDRs & ADRs
GRAND TOTAL
- 10,000 10,000 100 - 10,000 10,000 100 0.00
(A+B+C)

248 SUBSIDIARY
Sr. Shareholders Name Shareholding at the beginning Shareholding at the end of the year % change in
No of the year shareholding
during the
No. of % of total % of shares No. of % of total % of shares year
shares shares of the pledged / shares shares of the pledged /
Company encumbered Company encumbered
to total to total
shares shares
2. Unilever India Exports Limited 2,400 24.00 NIL 2,400 24.00 NIL 0.00
TOTAL 10,000 100.00 NIL 10,000 100.00 NIL 0.00

There were no changes in the Promoter’s shareholding during the financial year 2018-19.
Not Applicable

The Directors of the Company do not hold any shares in the Company during the financial year ended 31st March, 2019.
The Company is not required to appoint Key Managerial Personnel.
V. INDEBTEDNESS

The Directors do not receive any remuneration from the Company. The Company is not required to appoint any Key Managerial Personnel.

There were no penalties / punishment / compounding of offences for breach of any section of the Companies Act, 2013, against the
Sanjiv Mehta Dev Bajpai

Director Director


To the Members of Hindustan Unilever Foundation
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the
OPINION Act. This responsibility also includes maintenance of adequate
We have audited the financial statements of Hindustan Unilever accounting records in accordance with the provisions of the Act for
Foundation (“the Company”), which comprise the balance sheet safeguarding of the assets of the Company and for preventing and
as at 31 March 2019, and the statement of income and expenditure detecting frauds and other irregularities; selection and application
(including other comprehensive income), statement of changes in of appropriate accounting policies; making judgments and estimates
equity and statement of cash flows for the year then ended, and notes that are reasonable and prudent; and design, implementation and
to the financial statements, including a summary of the significant maintenance of adequate internal financial controls that were
manner so required and give a true and fair view in conformity with In preparing the financial statements, management and Board
the accounting principles generally accepted in India, of the state of of Directors are responsible for assessing the Company’s ability
affairs of the Company as at 31 March 2019, and shortfall of income to continue as a going concern, disclosing, as applicable, matters
over expenditure and other comprehensive income, changes in related to going concern and using the going concern basis of
equity and its cash flows for the year ended on that date. accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but
BASIS FOR OPINION to do so.
issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the Our objectives are to obtain reasonable assurance about whether the
financial statements under the provisions of the Act and the Rules financial statements as a whole are free from material misstatement,
thereunder, and we have fulfilled our other ethical responsibilities whether due to fraud or error, and to issue an auditor’s report
in accordance with these requirements and the Code of Ethics. We that includes our opinion. Reasonable assurance is a high level
believe that the audit evidence we have obtained is sufficient and of assurance, but is not a guarantee that an audit conducted in
appropriate to provide a basis for our opinion. accordance with SAs will always detect a material misstatement
OTHER INFORMATION considered material if, individually or in the aggregate, they could
include the financial statements and our auditor’s report thereon. judgment and maintain professional skepticism throughout the
information and we do not express any form of assurance conclusion • Identify and assess the risks of material misstatement of the
thereon. financial statements, whether due to fraud or error, design and
responsibility is to read the other information and, in doing so, audit evidence that is sufficient and appropriate to provide a basis
consider whether the other information is materially inconsistent for our opinion. The risk of not detecting a material misstatement
with the financial statements or our knowledge obtained in the resulting from fraud is higher than for one resulting from error,
audit or otherwise appears to be materially misstated. If, based on as fraud may involve collusion, forgery, intentional omissions,
the work we have performed, we conclude that there is a material misrepresentations, or the override of internal control.
circumstances.Under section 143(3)(i) of the Act, we are also
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL
The Company’s management and Board of Directors are responsible financial statementsin place and the operating effectiveness of
for the matters stated in section 134(5) of the Act with respect to such controls.
the preparation of these financial statements that give a true and
• Evaluate the appropriateness of accounting policies used and the
fair view of the state of affairs, excess/shortfall of income over
reasonableness of accounting estimates and related disclosures
expenditure and other comprehensive income, changes in equity
made by management.
and cash flows of the Company in accordance with the accounting
• Conclude on the appropriateness of management’s use of the

250 SUBSIDIARY

To the Members of Hindustan Unilever Foundation (Contd.)
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL d) In our opinion, the aforesaid financial statements comply
STATEMENTS (CONTD.) with the IndAS specified under section 133 of the Act.
e) On the basis of the written representations received from the
going concern basis of accounting and, based on the audit directors as on 31 March 2019 taken on record by the Board
evidence obtained, whether a material uncertainty exists related of Directors, none of the directors is disqualified as on 31
to events or conditions that may cast significant doubt on the March 2019 from being appointed as a director in terms of
Company’s ability to continue as a going concern. If we conclude section 164(2) of the Act.
that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in f) With respect to the adequacy of the internal financial controls
the financial statements or, if such disclosures are inadequate, with reference to financial statementsof the Company
to modify our opinion. Our conclusions are based on the audit andthe operating effectiveness of such controls, refer to our
evidence obtained up to the date of our auditor’s report. However, separate Report in “Annexure A”.
future events or conditions may cause the Company to cease to 3. With respect to the other matters to be included in the Auditor’s
continue as a going concern. Report in accordance with Rule11 of the Companies (Audit and
• Evaluate the overall presentation, structure and content of the Auditors) Rules, 2014, in our opinion and to the best of our
financial statements, including the disclosures, and whether the information and according to the explanations given to us:
financial statements represent the underlying transactions and i. The Company does not have any pending litigations which
events in a manner that achieves fair presentation. would impact its financial position.
We communicate with those charged with governance regarding, ii. The Company did not have any long-term contracts including
among other matters, the planned scope and timing of the audit and derivative contracts for which there were any material fore-
significant audit findings, including any significant deficiencies in seeable losses.
We also provide those charged with governance with a statement transferred to the Investor Education and Protection Fund by
that we have complied with relevant ethical requirements regarding the Company.
andother matters that may reasonably be thought to bear on our
holdings as well as dealings in specified bank notes during
the period from 8 November 2016 to 30 December 2016 have
REPORT ON OTHER LEGAL AND REGULATORY not been made in thesefinancial statements since they do not
REQUIREMENTS pertain to the financial year ended 31 March 2019.
1. This report does not contain a statement on the matters 4. With respect to the matter to be included in the Auditor’s Report
specified in paragraphs 3 and 4 as required by the Companies under section 197(16):
(Auditor’s Report) Order, 2016 (“the Order”) issued by the Central According to the information and explanations given to us and
Government in terms of section 143(11) of the Act, as in our based on our examination of the records, there is no remuneration
opinion, and according to the information and explanations given paid to the directors during the current year. The Ministry of
to us, the Order is not applicable to the Company. Corporate Affairs has not prescribed other details under section
2. As required by section 143(3) of the Act, we report that: 197(16) which are required to be commented upon by us.
a) We have sought and obtained all the information and
were necessary for the purposes of our audit. For B S R & Co. LLP
b) In our opinion, proper books of account as required by law Chartered Accountants
have been kept by the Company so far as it appears from our Firm’s Registration No.
examination of those books. 101248W/W-100022
c) The balance sheet, the statement of income and expenditure Akeel Master
(including other comprehensive income), the statement of Partner
changes in equity and the statement of cash flows dealt with Mumbai, 23rd April, 2019 Membership No. 046768
by this Report are in agreement with the books of account.

ANNEXURE A
to the Independent Auditor’s Report - 31 March 2019 on the fnancial statements
(Referred to in our report of even date)
REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER MEANING OF INTERNAL FINANCIAL CONTROLS WITH
SECTION 143(3)(I) OF THE COMPANIES ACT, 2013 (“THE REFERENCE TO FINANCIAL STATEMENTS
ACT”) A company’s internal financial controls with reference to financial
We have audited the internal financial controls with reference statements is a process designed to provide reasonable assurance
to financial statements of Hindustan Unilever Foundation (“the regarding the reliability of financial reporting and the preparation
Company”) as of 31 March 2019 in conjunction with our audit of the of financial statements for external purposes in accordance with
financial statements of the Company for the year ended on that date. generally accepted accounting principles. A company’s internal
financial controls with reference to financial statements includes
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL those policies and procedures that (1) pertain to the maintenance
FINANCIAL CONTROLS of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
The Company’s management is responsible for establishing and
reasonable assurance that transactions are recorded as necessary
maintaining internal financial controls based on the internal controls
to permit preparation of financial statements in accordance with
with reference to financial statements criteria established by the
generally accepted accounting principles, and that receipts and
Company considering the essential components of internal controls
expenditures of the company are being made only in accordance
stated in the Guidance Note on Audit of Internal Financial Controls
with authorisations of management and directors of the company;
over Financial Reporting (the “Guidance note”) issued by the Institute
and (3) provide reasonable assurance regarding prevention or timely
of Chartered Accountants of India (“ICAI”). These responsibilities
detection of unauthorised acquisition, use, or disposition of the
include the design, implementation and maintenance of adequate
company’s assets that could have a material effect on the financial
internal financial controls that were operating effectively for
statements.
ensuring the orderly and efficient conduct of its business, including
adherence to Company’s policies, the safeguarding of its assets, INHERENT LIMITATIONS OF INTERNAL FINANCIAL
the prevention and detection of frauds and errors, the accuracy and CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
completeness of the accounting records, and the timely preparation
of reliable financial information, as required under the Act. Because of the inherent limitations of internal financial controls
AUDITOR’S RESPONSIBILITY collusion or improper management override of controls, material
Our responsibility is to express an opinion on the Company’s internal misstatements due to error or fraud may occur and not be detected.
financial controls with reference to financial statements based on Also, projections of any evaluation of the internal financial controls
our audit. We conducted our audit in accordance with the Guidance with reference to financial statements to future periods are subject
Note and the Standards on Auditing, issued by ICAI and deemed to be to the risk that the internal financial controls with reference to
prescribed under section 143(10) of the Act, to the extent applicable financial statements may become inadequate because of changes
to an audit of internal financial controls, both applicable to an audit in conditions, or that the degree of compliance with the policies or
of Internal Financial Controls and, both issued by the ICAI. Those procedures may deteriorate.
Standards and the Guidance Note require that we comply with ethical OPINION
requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls with In our opinion, the Company has, in all material respects, an adequate
reference to financial statements was established and maintained internal financial control system with reference to financial statements
and if such controls operated effectively in all material respects. and such internal financial controls with reference to financial
statements were operating effectively as at 31 March 2019, based on
Our audit involves performing procedures to obtain audit evidence the internal controls with reference to financial statements criteria
about the adequacy of the internal financial controls system with established by the Company considering the essential components of
reference to financial statements and their operating effectiveness. internal controls stated in the Guidance Note issued by ICAI.
Our audit of internal financial controls with reference to financial
statements included obtaining an understanding of internal financial For B S R & Co. LLP
controls with reference to financial statements, assessing the risk Chartered Accountants
that a material weakness exists, and testing and evaluating the Firm’s Registration No.
design and operating effectiveness of internal controls based on 101248W/W-100022
the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material Akeel Master
misstatement of the financial statements, whether due to fraud or Partner
error. Mumbai, 23rd April, 2019 Membership No. 046768
internal financial control system with reference to financial
statements.

252 SUBSIDIARY
BALANCE SHEET
As at As at
Particulars Note
ASSETS
Non-current assets
Property, plant and equipment 3 1,20,393 1,89,189
Non current tax assets (net) 4 2,03,187 -
Current Assets
Financial Assets
Cash and cash equivalents 5 3,98,34,441 20,47,44,610
TOTAL ASSETS 4,01,58,021 20,49,33,799

Equity
Equity share capital 6A 1,00,000 1,00,000
Other equity 6A 3,65,31,811 19,92,99,743
Liabilities
Current Liabilities
Financial Liabilities
Trade payables 7
Total outstanding dues of micro and small enterprises - -
Total outstanding dues of creditors other than micro and small 17,03,421 15,72,145
enterprises
Other current liabilities 8 18,22,789 39,61,911
TOTAL EQUITY AND LIABILITIES 4,01,58,021 20,49,33,799
For B S R & Co. LLP For and on behalf of Board of Directors of Hindustan Unilever Foundation
Firm's Registration No. 101248W/W - 100022 CIN: U93090MH2010NPL201468

Akeel Master Sanjiv Mehta Srinivas Phatak

Membership No: 046768 DIN: 06699923 DIN: 02743340
Mumbai, 23rd April, 2019 Mumbai, 23rd April, 2019 Mumbai, 23rd April, 2019

INCOME AND EXPENDITURE ACCOUNT

INCOME
Donations Received 9 13,50,00,000 37,30,00,000
Other Income 10 20,31,864 -
TOTAL INCOME 13,70,31,864 37,30,00,000
EXPENDITURE
Donations paid 11 25,95,20,534 15,98,30,431
Employee benefits expense 12 2,21,39,568 2,22,64,526
Depreciation 3 68,796 68,796
Other expenses 13 1,80,70,898 1,60,81,052
TOTAL EXPENSES 29,97,99,796 19,82,44,805
(Shortfall) / Excess of income over expenditure (A) (16,27,67,932) 17,47,55,195
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (A+B) (16,27,67,932) 17,47,55,195
(Loss)/Earnings per equity share
Basic and diluted (Face value of Rs. 10 each) 17 (16,277) 17,476



254 SUBSIDIARY

Year ended Year Ended
(Shortfall) / Excess of income over expenditure (16,27,67,932) 17,47,55,195
Adjustments for :
Interest Income (20,31,864) -
Depreciation 68,796 68,796
Cash generated from operations before working capital changes (16,47,31,000) 17,48,23,991
Changes in working capital :
Increase/(decrease) in financial liabilities 1,31,276 (13,34,211)
Increase/(Decrease) in other current liabilities (21,39,122) 16,59,737
Net cash generated from/ (used in) operating activities - [A] (16,67,38,846) 17,51,49,517

Investment in bank deposits 14,00,00,000 -
Proceeds from bank deposits (14,00,00,000) -
Interest Income on bank deposits 18,28,677 -
Net cash generated from investing activities - [B] 18,28,677 -
(Decrease) / Increase in Cash and Cash equivalents - [A+B] (16,49,10,169) 17,51,49,517
Add: Cash and cash equivalents at the beginning of the year 20,47,44,610 2,95,95,093
Cash and cash equivalents at the end of the year (Refer note 5) 3,98,34,441 20,47,44,610
Note : The above Statement of Cash Flow has been prepared under the indirect method as set out in the Ind AS 7, ‘Statement of Cash Flows’.




Note Total
As at 31st March, 2017 6A 1,00,000
As at 31st March, 2018 6A 1,00,000
As at 31st March, 2019 6A 1,00,000
B. OTHER EQUITY
Note Retained Earnings
As at 31st March, 2017 6B 2,45,44,548
Excess of income over expenditure for the year 17,47,55,195
As at 31st March, 2018 6B 19,92,99,743
(Shortfall) of income over expenditure for the year (16,27,67,932)
As at 31st March, 2019 6B 3,65,31,811
For B S R & Co. LLP For and on behalf of Board of Directors Hindustan Unilever Foundation



256 SUBSIDIARY
NOTES
1) COMPANY INFORMATION (b) Basis of measurement

Hindustan Unilever Foundation is established to pursue the These financial statements are prepared under the historical
main objects - viz., to promote and implement the Social cost convention unless otherwise indicated.
Responsibility Agenda - to work in the area of social, economic
and environmental issues such as women empowerment, 2.2 Signifcant Accounting Policies
water harvesting, health and hygiene awareness, conservation (a) Donation
and management of environment and natural resources in
Donations are received and applied for objects as mentioned
India, and enable the less privileged segments of the society
in Memorandum of Association of the Company. Donation are
to improve their livelihood by enhancing their means and
accounted upon receipts by the Company and donation paid are
capabilities to meet the emerging opportunities.
accounted upon disbursement.
The Company has been incorporated on 30th March, 2010 as a
(b) Expenses
private company and has been granted a license under Section
25 of the erstwhile Companies Act, 1956 by Government of All expenses are accounted for on accrual basis and provision
India, vide its letter No. Reg. Dir / 68/ S.25(1)/ STA/ 9/ 09/ 10764 is made for all known losses and liabilities.
dated 26th February, 2010. The Company is registered under (c) Other Income:
Section 12AA of the Income Tax Act, 1961 vide Registration
no. 43786 granted w.e.f. 1st April, 2010 vide letter dated 21st Interest income is recognised/accounted on accrual basis.
January, 2011. The Company is also registered for exemption (d) Earning Per Share
under Section 80G of the Income Tax Act, 1961 vide Registration
Basic earnings per share is computed by dividing the
no. DIT(P)/MC/80G/1059/2011-12 letter dated 25th July, 2011
income/expenditure for the period attributable to the equity
with effect from 8th February 2011.
shareholders of the Company by the weighted average number
2) BASIS OF PREPARATION, MEASUREMENT AND of equity shares outstanding during the period. The weighted
SIGNIFICANT ACCOUNTING POLICIES average number of equity shares outstanding during the
period and for all periods presented is adjusted for events,
2.1 Basis of preparation and measurement such as bonus shares, other than the conversion of potential
(a) Basis for preparation equity shares that have changed the number of equity shares
outstanding, without a corresponding change in resources
with the Indian Accounting Standards (hereinafter referred For the purpose of calculating diluted earnings per share,
to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs the income/expenditure for the period attributable to equity
pursuant to section 133 of the Companies Act, 2013 read with shareholders and the weighted average number of shares
Rule 3 of the Companies (Indian Accounting Standards) Rules, outstanding during the year is adjusted for the effects of all
2015 as amended from time to time. dilutive potential equity shares.
The financial statements have been prepared on accrual and (e) Cash and Cash Equivalents:
going concern basis. The accounting policies are applied Cash and cash equivalents are short-term (three months or
consistently to all the periods presented in the financial less from the date of acquisition), highly liquid investments and
statements. All assets and liabilities have been classified as bank balances that are readily convertible into cash and which
current or non current as per the Company’s normal operating are subject to an insignificant risk of changes in value.
cycle and other criteria set out in the Division II- Ind AS Schedule
III to the Companies Act, 2013. Based on the time between (f) Employee Beneft:
acquisition of assets for processing and their realisation in Provident Fund contributions are made to a trust administered
cash and cash equivalents, the Company has ascertained its by the holding company, Hindustan Unilever Limited.
operating cycle as 12 months for the purpose of current or non-
(g) Property, Plant & Equipment:
current classification of assets and liabilities.
Property, plant and equipment is stated at acquisition cost net
The financial statements of the Company for the year ended
of accumulated depreciation and accumulated impairment
31st March, 2019 were approved for issue in accordance with
losses, if any. Subsequent costs are included in the asset’s
the resolution of the Board of Directors on 23rd April, 2019
carrying amount or recognised as a separate asset, as
The financial statements are presented in INR, the functional appropriate, only when it is probable that future economic
currency of the Company. Items included in the financial benefits associated with the item will flow to the Company and
statements of the Company are recorded using the currency the cost of the item can be measured reliably. All other repairs
of the primary economic environment in which the Company and maintenance are charged to the Income and Expenditure
operates (the ‘functional currency’). Account during the period in which they are incurred.

NOTES
Gains or losses arising on retirement or disposal of assets are 2019 and the Companies (Indian Accounting Standards) Second
recognised in the Income and Expenditure Account. Amendment Rules, 2019 notifying the following standard and
Depreciation is provided on a pro-rata basis on the straight- amendments which are effective from 1st April, 2019:
line method based on estimated useful life prescribed under - Ind AS 116, Leases
Schedule II to the Companies Act, 2013 with the exception of
the following:- - Appendix C to Ind AS 12, Income taxes
- plant and equipment is depreciated over 3 to 21 years - Amendments to Ind AS 103, Business Combinations
based on the technical evaluation of useful life done by
the management. - Amendments to Ind AS 109, Financial Instruments
- assets costing Rs. 5,000 or less are fully depreciated in - Amendments to Ind AS 111, Joint Arrangements
the year of purchase.
The residual values, useful lives and method of depreciation
of property, plant and equipment is reviewed at each financial - Amendments to Ind AS 23, Borrowing Costs
year end and adjusted prospectively, if appropriate. - Amendments to Ind AS 28, Investments to Associates and
(h) Standards issued but not yet effected: Joint Ventures
In March 2019, the Ministry of Corporate Affairs issued the The above standard and amendments will not have any
Companies (Indian Accounting Standards) Amendment Rules, material impact on the financial statements.
3) PROPERTY, PLANT AND EQUIPMENT
As at As at
Office equipment
Gross Block
- Balance as at the beginning of the year 3,43,980 3,43,980
- Additions - -
- Disposals - -
- Balance as at the end of the year 3,43,980 3,43,980
- Balance as at the beginning of the year (1,54,791) (85,995)
- Additions (68,796) (68,796)
- Disposals - -
- Balance as at the end of the year (2,23,587) (1,54,791)
Net Block 1,20,393 1,89,189
4) NON CURRENT TAX ASSETS (NET)

As at As at
Non Current Tax Assets (TDS Receivable) 2,03,187 -
2,03,187 -
As at As at
Balances with banks
In current accounts 3,98,34,441 20,47,44,610
3,98,34,441 20,47,44,610

258 SUBSIDIARY
NOTES
6 A) EQUITY SHARE CAPITAL
As at As at
Authorized
5,00,000 (March 31, 2018 : 5,00,000) equity shares of `10 each 50,00,000 50,00,000
10,000 (March 31, 2018 : 10,000) equity shares of `10 each fully paid 1,00,000 1,00,000
1,00,000 1,00,000

Equity Shares :
Add/ Less : Issued during the year - - - -
Balance as at the end of the year 10,000 100,000 10,000 1,00,000

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each shareholder is eligible for one vote per share
held. As the Company is a private company limited by shares formed under section 8 of the Companies Act,2013, no dividend is to be proposed
and paid to the shareholders. In the event of winding up or dissolution of the Company, after the satisfaction of all its debts and liabilities,
any property whatsoever shall be given or transferred to some other institution(s) having object similar to the objects of the Company, to be
determined by the members of the Company at or before the time of dissolution or in default thereof by the High Court.
As at As at
Equity Shares of Rs.10 held by :
7,600 (March 31, 2018 : 7,600) shares are held by Hindustan Unilever Limited, the 76,000 76,000
holding company
2,400 (March 31, 2018 : 2,400) shares are held by Unilever India Exports Limited, 24,000 24,000
subsidiary of holding company
As at As at
Number of shares of Rs. 10 each held by:
Hindustan Unilever Limited, the holding company 7,600 7,600
Unilever India Exports Limited, subsidiary of the holding company 2,400 2,400

NOTES
6 B) OTHER EQUITY
A) SUMMARY OF OTHER EQUITY BALANCE:

Retained Earnings
As at 1st April, 2017 2,45,44,548
Excess of income over expenditure for the year 17,47,55,195
As at 31st March, 2018 19,92,99,743
(Shortfall) of income over expenditure for the year (16,27,67,932)
As at 31st March, 2019 3,65,31,811
B) NATURE AND PURPOSE OF RESERVES:

Retained earnings: Retained earnings are the excess of income over expenditure that the Company has received till date, less any
transfer to general reserve, dividends or other distributions paid to the shareholders.
7) TRADE PAYABLE
TOTAL OUTSTANDING DUES OF MICRO ENTERPRISES AND SMALL ENTERPRISES (AS
PER THE INTIMATION RECEIVED FROM VENDORS)
Enterprises Development Act, 2006, along with the amount of the payment made
to the supplier beyond the appointed day
when the interest dues as above are actually paid to the small enterprises for
the purpose of disallowance of a deductible expenditure under section 23 of the
MSMED Act
Total outstanding dues of creditors other than micro and small enterprises 17,03,421 15,72,145
17,03,421 15,72,145
8) OTHER CURRENT LIABILITIES

Salaries, Wages and Bonus Payable - 28,25,828
Statutory dues (including provident fund, Tax Deducted at Source and others) 18,22,789 11,36,083
18,22,789 39,61,911

260 SUBSIDIARY
NOTES
9) DONATIONS RECEIVED

Donation Received (Refer Note 14) 13,50,00,000 37,30,00,000
13,50,00,000 37,30,00,000
10) OTHER INCOME

Interest income on Bank Deposits 20,31,864 -
20,31,864 -
11) DONATIONS PAID

Donations Paid 25,95,20,534 15,98,30,431
25,95,20,534 15,98,30,431
12) EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 2,10,40,661 2,11,18,676
Contribution to provident fund (Refer Note 16) 10,98,907 11,45,850
2,21,39,568 2,22,64,526
13) OTHER EXPENSES

Travelling expenses 42,14,871 30,91,759
Payment to auditors
- Statutory audit (including taxes) 1,06,200 1,06,200
Professional Fees 1,25,40,936 1,26,21,945
Miscellaneous expenses 12,08,891 2,61,148
1,80,70,898 1,60,81,052

NOTES

Enterprises exercising control
Key managerial personnel

Chief Executive Officer : Ravi Puranik (upto 31st December,2017)
Reshma Anand (with effect from 1st January, 2018)
Employees’ Beneft Plans where there is signifcant infuence of Holding Company
The Union Provident Fund
Disclosure of transactions between the Company and Related parties and the status of outstanding balance as on 31st March, 2019
Name of the Party Year ended Year ended

Holding Company
Donation received 8,00,00,000 32,00,00,000
Fellow Subsidiaries
Donation received
Unilever India Exports Limited 2,50,00,000 3,00,00,000
Unilever Industries Private Limited 2,70,00,000 2,30,00,000
Lakme Lever Private Limited 30,00,000 -
Employees' Benefit Plans where there is significant influence of Holding Company
Contributions during the year (Employer's contribution only) 10,98,907 11,45,850
Key management personnel compensation
Name of the Party Year ended Year ended

Short-term employee benefits 1,14,00,846 1,45,98,012
15) DEFINED BENEFIT PLANS

Gratuity assets are being controlled by separate independent Trusts for Hindustan Unilever Limited, the Holding Company and its
subsidiaries including the Company. These trusts maintain their assets at the group level and do not have assets identifiable specifically
for the Company. Thus all the disclosures required by Ind AS 19 “Employee Benefits” have been made in the Holding Company’s Financial
Statements.
16) DEFINED CONTRIBUTION PLANS

During the year, the Company has recognised the following amount in income and expenditure account.
Particulars Year ended Year ended

Employer’s Contribution to provident fund 10,98,907 11,45,850

262 SUBSIDIARY
NOTES
17) (LOSS)/EARNINGS PER SHARE
Particulars Year ended Year ended

(Shortfall)/Excess of income over expenditure for the year (16,27,67,932) 17,47,55,195
(Loss)/Earnings per share (Rs.) - basic and diluted (face value of Rs. 10 per share) (16,277) 17,476
18) GOING CONCERN

Having regard to the continued support of the Company’s holding Company , Hindustan Unilever Limited , the financial statements are
prepared on a going concern basis.
19) OTHER MATTERS

Information with regard to the additional information and other disclosures to be disclosed by way of notes to Income and Expenditure
account as specified in Schedule III to the Act is either ‘nil ‘ or ‘ not applicable ‘ to the Company for the year.



Bhavishya Alliance Child Nutrition Initiatives

Sanjiv Mehta M/s. BSR & Co. LLP Unilever House,
Srinivas Phatak B. D. Sawant Marg,
Dev Bajpai Chakala, Andheri (East),
Mumbai – 400 099.
To the Members,
FINANCIAL RESULTS
(` lakhs)
Total Income (Donations Received) 0.59 -

Less: Total Expenditure 0.01 11.03
Excess / (Shortfall) of Income over Expenditure 0.58 (11.03)
Less: Taxation (11.63) -
Excess / (Shortfall) of Income over Expenditure 12.21 (11.03)
OPERATIONAL REVIEW any two meetings was well within the maximum allowed gap of
120 days.
The Company is a not-for-profit subsidiary of Hindustan Unilever
Limited (HUL) and had launched a hand washing behaviour change DIRECTORS’ RESPONSIBILITY STATEMENT
programme in the state of Bihar that aims to reduce diarrhoea
and pneumonia in children under the age of five years. Similar The Directors confirm that:
handwashing program is now being driven by HUL directly. i. in the preparation of the annual accounts, the applicable
departures have been made from the same;
In accordance with the Companies Act, 2013, one-third of the
ii. they have selected such accounting policies and applied them
Directors of the Company are liable to retire by rotation at every
consistently and made judgments and estimates that are
Annual General Meeting and accordingly, Mr. Dev Bajpai shall retire
reasonable and prudent, so as to give a true and fair view of the
by rotation at the forthcoming Annual General Meeting and being
state of affairs of the Company at the end of the financial year
eligible, offers himself for re-appointment.
and of the loss of the Company for that year;
BOARD MEETINGS iii. they have taken proper and sufficient care for the maintenance
The Board of Directors meets at regular intervals to discuss and of adequate accounting records in accordance with the
decide on Company’s operations, business policies and strategy provisions of the Companies Act, 2013, for safeguarding the
apart from other Board business. However, in case of a special and assets of the Company and for preventing and detecting fraud
urgent business need, the Board’s approval is taken by passing and other irregularities;
resolutions by circulation, as permitted by law, which is noted and iv. they have prepared the annual accounts on a going concern
confirmed in the subsequent Board Meeting. basis; and
The notice of Board Meeting is given well in advance to all the v. they have devised proper systems to ensure compliance with
Directors. Usually, meetings of the Board are held in Mumbai. The the provisions of all applicable laws and such systems are
Agenda is circulated a week prior to the date of the meeting. The adequate and operating effectively.
Agenda for the Board Meetings include detailed notes on the items
to be discussed at the meeting to enable the Directors to take an PERSONNEL
informed decision.
The Company had no employees during the year under review and
During the financial year ended 31st March, 2019, four Board hence, provisions of Section 197 of the Companies Act, 2013 and
meetings were held on 11th May, 2018, 22nd August, 2018, Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of
12th December, 2018 and 11th March, 2019. The interval between Managerial Personnel) Rules, 2014 are not applicable.
Annual Report 2018-19 Bhavishya Alliance Child Nutrition Initiatives

264 SUBSIDIARY
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

& FOREIGN EXCHANGE EARNINGS AND OUTGO
There have been no loans, guarantees or investments made by your
Company under Section 186 of the Companies Act, 2013 during the The requirements under Section 134(3)(m) of the Companies Act, 2013,
financial year 2018-19. read with Rule 8 of the Companies (Accounts) Rules, 2014 in so far
as energy conservation, technology absorption and foreign exchange
DEPOSITS are concerned, are not applicable to the Company.
The Company has not accepted any public deposits under Chapter V During the year under review, there were no foreign exchange
of Companies Act, 2013, during the year. earnings and outgo as per the Companies Act, 2013.
ANNUAL RETURN EXTRACT AUDITORS
Extract of Annual Return in Form MGT-9 under Section 92(3) of the M/s. BSR & Co. LLP, Chartered Accountants, were appointed as
Companies Act, 2013 and Rule 12 of the Companies (Management the Statutory Auditors of your Company, to hold office from the
and Administration) Rules, 2014 is appended as an Annexure to this conclusion of the fifth Annual General Meeting (AGM) held in the year
Annual Report. 2015, until the conclusion of the tenth AGM of the Company, subject
to ratification of appointment by Members at every AGM, at such
DECLARATIONS AND CONFIRMATIONS remuneration and out of pocket expenses as may be determined
by the Board of Directors. In accordance with the Companies
Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of
Corporate Affairs, the appointment of the Auditors is not required to
be ratified at every Annual General Meeting.
Policy is formulated. The Report given by the Auditors on the financial statements
of the Company is part of this Annual Report. There has been no
There were no significant and material orders passed by the qualification, reservation, adverse remark or disclaimer given by the
Regulators or Courts or Tribunals impacting the going concern Auditors in their Report.
ACKNOWLEDGEMENTS
specified by the Central Government under section 148(1) of the The Directors take this opportunity to thank all the stakeholders for
Companies Act, 2013. their support and co-operation.
The Company had no employee during the year under review and On behalf of the Board
Committee under the Sexual Harassment of Women at Workplace Sanjiv Mehta Srinivas Phatak
(Prevention, Prohibition and Redressal) Act, 2013 are not applicable Director Director
to the Company. Mumbai, 23rd April, 2019 DIN: 06699923 DIN: 02743340

Form No. MGT-9

i) CIN : U93090MH2010NPL208544
ii) Registration Date : 3rd October, 2010
iii) Name of the Company : Bhavishya Alliance Child Nutrition Initiatives
iv) Category / Sub-Category of the Company : Private Company, Not-for-profit Company /
Company limited by Shares
v) Address of the Registered office and contact details : Unilever House, B. D. Sawant Marg, Chakala,
Andheri (East), Mumbai – 400 099
Telephone No : 022 3983 0000
Bhavishya Alliance Child Nutrition Initiatives Annual Report 2018-19


The Company is a not–for–profit Company incorporated under Section 25 of the erstwhile Companies Act, 1956.

during
Demat Physical Total % of total Demat Physical Total % of total
the year
shares shares
A. Promoters
1. Indian
2. Foreign - - - - - - - - -
Total shareholding - 10,000 10,000 100 - 10,000 10,000 100 0.00
of Promoter
B. Public - - - - - - - - -
Shareholding
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
GRAND TOTAL
- 10,000 10,000 100 - 10,000 10,000 100 0.00
(A+B+C)

holding
j/w Sanjiv Mehta
j/w Srinivas Phatak
j/w Dev Bajpai
j/w Pradeep Banerjee
j/w B. P. Biddappa
j/w Priya Nair
TOTAL 10,000 100.00 NIL 10,000 100.00 NIL 0.00

266 SUBSIDIARY

There was no change in the Promoters’ shareholding during the financial year 2018-19.
Not Applicable

Sr. No. Name of the Directors / KMP Shareholding at the beginning of Cumulative Shareholding
the year during the year
Company Company
1. Mr. Sanjiv Mehta
2. Mr. Srinivas Phatak

3. Mr. Dev Bajpai

Note: The Company is not required to appoint Key Managerial Personnel.
V. INDEBTEDNESS


Sanjiv Mehta Srinivas Phatak

Director Director


To the Members of Bhavishya Alliance Child Nutrition Initiatives
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS other comprehensive income, changes in equity and cash flows of
the Company in accordance with the accounting principles generally
OPINION accepted in India, including the Indian Accounting Standards (Ind
We have audited the financial statements of Bhavishya Alliance AS) specified under section 133 of the Act. This responsibility also
Child Nutrition Initiatives (“the Company”), which comprise the includes maintenance of adequate accounting records in accordance
balance sheet as at 31 March 2019, and the statement of income with the provisions of the Act for safeguarding of the assets of
and expenditure (including other comprehensive income), statement the Company and for preventing and detecting frauds and other
of changes in equity and statement of cash flows for the year then irregularities; selection and application of appropriate accounting
ended, and notes to the financial statements, including a summary of policies; making judgments and estimates that are reasonable and
the significant accounting policies and other explanatory information. prudent; and design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring
In our opinion and to the best of our information and according to the accuracy and completeness of the accounting records, relevant
the explanations given to us, the aforesaid financial statements give to the preparation and presentation of the financial statements that
the information required by the Companies Act, 2013 (“Act”) in the give a true and fair view and are free from material misstatement,
manner so required and give a true and fair view in conformity with whether due to fraud or error.
the accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2019, and excess of income In preparing the financial statements, management and Board of
over expenditure and other comprehensive income, changes in Directors are responsible for assessing the Company’s ability to
equity and its cash flows for the year ended on that date. continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting
BASIS FOR OPINION unless management either intends to liquidate the Company or to
(SAs) specified under section 143(10) of the Act. Our responsibilities Board of Directors is also responsible for overseeing the Company’s
under those SAs are further described in the Auditor’s Responsibilities financial reporting process.
for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
issued by the Institute of Chartered Accountants of India together FINANCIAL STATEMENTS
with the ethical requirements that are relevant to our audit of the Our objectives are to obtain reasonable assurance about whether the
financial statements under the provisions of the Act and the Rules financial statements as a whole are free from material misstatement,
thereunder, and we have fulfilled our other ethical responsibilities whether due to fraud or error, and to issue an auditor’s report
in accordance with these requirements and the Code of Ethics. We that includes our opinion. Reasonable assurance is a high level
believe that the audit evidence we have obtained is sufficient and of assurance, but is not a guarantee that an audit conducted in
appropriate to provide a basis for our opinion. accordance with SAs will always detect a material misstatement
OTHER INFORMATION
include the financial statements and our auditor’s report thereon. judgment and maintain professional skepticism throughout the
information and we do not express any form of assurance conclusion • Identify and assess the risks of material misstatement of the
thereon. financial statements, whether due to fraud or error, design and
responsibility is to read the other information and, in doing so, audit evidence that is sufficient and appropriate to provide
consider whether the other information is materially inconsistent a basis for our opinion. The risk of not detecting a material
with the financial statements or our knowledge obtained in the misstatement resulting from fraud is higher than for one
audit or otherwise appears to be materially misstated. If, based on resulting from error, as fraud may involve collusion, forgery,
the work we have performed, we conclude that there is a material intentional omissions, misrepresentations, or the override of
misstatement of this other information, we are required to report internal control.
that fact. We have nothing to report in this regard. • Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL circumstances. Under section 143(3)(i) of the Act, we are also
STATEMENTS responsible for expressing our opinion on whether the Company
The Company’s management and Board of Directors are responsible has adequate internal financial controls with reference to
for the matters stated in section 134(5) of the Act with respect to the financial statements in place and the operating effectiveness of
preparation of these financial statements that give a true and fair view such controls.
of the state of affairs, excess/shortfall of income over expenditure and • Evaluate the appropriateness of accounting policies used

268 SUBSIDIARY

To the Members of Bhavishya Alliance Child Nutrition Initiatives (Contd.)
and the reasonableness of accounting estimates and related d) In our opinion, the aforesaid financial statements comply
disclosures made by management. with the Ind AS specified under section 133 of the Act.
• Conclude on the appropriateness of management’s use of the e) On the basis of the written representations received from
going concern basis of accounting and, based on the audit the directors as on 31 March 2019 taken on record by the
evidence obtained, whether a material uncertainty exists Board of Directors, none of the directors is disqualified as
related to events or conditions that may cast significant doubt on 31 March 2019 from being appointed as a director in
on the Company’s ability to continue as a going concern. If we terms of section 164(2) of the Act.
conclude that a material uncertainty exists, we are required to
f) With respect to the adequacy of the internal financial
draw attention in our auditor’s report to the related disclosures
controls with reference to financial statements of the
in the financial statements or, if such disclosures are
Company and the operating effectiveness of such controls,
inadequate, to modify our opinion. Our conclusions are based
refer to our separate Report in “Annexure A”.
report. However, future events or conditions may cause the 3. With respect to the other matters to be included in the Auditor’s
Company to cease to continue as a going concern. Report in accordance with Rule 11 of the Companies (Audit
financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions i. The Company does not have any pending litigations which
and events in a manner that achieves fair presentation. would impact its financial position.
We communicate with those charged with governance regarding, ii. The Company did not have any long-term contracts
among other matters, the planned scope and timing of the audit and including derivative contracts for which there were any
significant audit findings, including any significant deficiencies in material foreseeable losses.
We also provide those charged with governance with a statement transferred to the Investor Education and Protection Fund
that we have complied with relevant ethical requirements regarding by the Company.
and other matters that may reasonably be thought to bear on our iv. The disclosures in the financial statements regarding
independence, and where applicable, related safeguards. holdings as well as dealings in specified bank notes
REPORT ON OTHER LEGAL AND REGULATORY 2016 have not been made in these financial statements
REQUIREMENTS since they do not pertain to the financial year ended 31
March 2019.
1. This report does not contain a statement on the matters
specified in paragraphs 3 and 4 as required by the Companies 4. With respect to the matter to be included in the Auditor’s Report
(Auditor’s Report) Order, 2016 (“the Order”) issued by the under section 197(16):
Central Government in terms of section 143(11) of the Act, as in
According to the information and explanations given to us
our opinion, and according to the information and explanations
and based on our examination of the records, there is no
given to us, the Order is not applicable to the Company.
remuneration paid to the directors during the current year. The
2. As required by section 143(3) of the Act, we report that: Ministry of Corporate Affairs has not prescribed other details
under section 197(16) which are required to be commented
a) We have sought and obtained all the information and upon by us.
were necessary for the purposes of our audit. For B S R & Co. LLP
b) In our opinion, proper books of account as required by law Chartered Accountants
have been kept by the Company so far as it appears from Firm’s Registration No.
our examination of those books. 101248W/W-100022
c) The balance sheet, the statement of income and Akeel Master

expenditure (including other comprehensive income), the Partner
statement of changes in equity and the statement of cash Mumbai, 23rd April, 2019 Membership No. 046768
flows dealt with by this Report are in agreement with the
books of account.

ANNEXURE A
to the Independent Auditor’s Report - 31 March 2019 on the financial statements
(Referred to in our report of even date)
REPORT ON THE INTERNAL FINANCIAL CONTROLS We believe that the audit evidence we have obtained is sufficient and
UNDER SECTION 143(3)(i) OF THE COMPANIES ACT, 2013 appropriate to provide a basis for our audit opinion on the Company’s
(“THE ACT”) internal financial control system with reference to financial
statements.
financial statements of Bhavishya Alliance Child Nutrition Initiatives MEANING OF INTERNAL FINANCIAL CONTROLS WITH
(“the Company”) as of 31 March 2019 in conjunction with our audit REFERENCE TO FINANCIAL STATEMENTS
of the financial statements of the Company for the year ended on
that date.
MANAGEMENT’S RESPONSIBILITY FOR INTERNAL regarding the reliability of financial reporting and the preparation
FINANCIAL CONTROLS of financial statements for external purposes in accordance with
The Company’s management is responsible for establishing and financial controls with reference to financial statements includes
maintaining internal financial controls based on the internal controls those policies and procedures that (1) pertain to the maintenance
with reference to financial statements criteria established by the of records that, in reasonable detail, accurately and fairly reflect
Company considering the essential components of internal controls the transactions and dispositions of the assets of the company;
stated in the Guidance Note on Audit of Internal Financial Controls (2) provide reasonable assurance that transactions are recorded
over Financial Reporting (the “Guidance note”) issued by the Institute as necessary to permit preparation of financial statements in
of Chartered Accountants of India (“ICAI”). These responsibilities accordance with generally accepted accounting principles, and that
include the design, implementation and maintenance of adequate receipts and expenditures of the company are being made only in
internal financial controls that were operating effectively for ensuring accordance with authorisations of management and directors of
the orderly and efficient conduct of its business, including adherence the company; and (3) provide reasonable assurance regarding
to Company’s policies, the safeguarding of its assets, the prevention prevention or timely detection of unauthorised acquisition, use, or
and detection of frauds and errors, the accuracy and completeness disposition of the company’s assets that could have a material effect
of the accounting records, and the timely preparation of reliable on the financial statements.
financial information, as required under the Act.
INHERENT LIMITATIONS OF INTERNAL FINANCIAL
AUDITOR’S RESPONSIBILITY CONTROLS WITH REFERENCE TO FINANCIAL
Our responsibility is to express an opinion on the Company’s internal STATEMENTS
financial controls with reference to financial statements based on Because of the inherent limitations of internal financial controls
our audit. We conducted our audit in accordance with the Guidance with reference to financial statements, including the possibility of
Note and the Standards on Auditing, issued by ICAI and deemed to be collusion or improper management override of controls, material
prescribed under section 143(10) of the Act, to the extent applicable misstatements due to error or fraud may occur and not be detected.
to an audit of internal financial controls, both applicable to an audit Also, projections of any evaluation of the internal financial controls
of Internal Financial Controls and, both issued by the ICAI. Those with reference to financial statements to future periods are subject
Standards and the Guidance Note require that we comply with ethical to the risk that the internal financial controls with reference to
requirements and plan and perform the audit to obtain reasonable financial statements may become inadequate because of changes
assurance about whether adequate internal financial controls with in conditions, or that the degree of compliance with the policies or
reference to financial statements was established and maintained procedures may deteriorate.
and if such controls operated effectively in all material respects.
OPINION
Our audit involves performing procedures to obtain audit evidence
about the adequacy of the internal financial controls system with In our opinion, the Company has, in all material respects, an
reference to financial statements and their operating effectiveness. adequate internal financial control system with reference to financial
Our audit of internal financial controls with reference to financial statements and such internal financial controls with reference to
statements included obtaining an understanding of internal financial financial statements were operating effectively as at 31 March 2019,
controls with reference to financial statements, assessing the risk based on the internal controls with reference to financial statements
that a material weakness exists, and testing and evaluating the criteria established by the Company considering the essential
design and operating effectiveness of internal controls based on components of internal controls stated in the Guidance Note issued
the assessed risk. The procedures selected depend on the auditor’s by ICAI.
judgment, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or For B S R & Co. LLP
error. Chartered Accountants
101248W/W-100022
Akeel Master
Partner
Mumbai, 23rd April, 2019 Membership No. 046768

270 SUBSIDIARY
BALANCE SHEET

As at As at
Particulars Note
ASSETS
Non-current assets
Non - current tax assets (net) 8 - 5,000
Current assets
Financial Assets
TOTAL ASSETS 13,43,443 1,22,375
Equity
Equity share capital 4A 1,00,000 1,00,000
Other equity 4B 12,43,443 22,375
TOTAL EQUITY AND LIABILITIES 13,43,443 1,22,375
For B S R & Co. LLP For and on behalf of Board of Directors Bhavishya Alliance Child Nutrition Initiatives



INCOME AND EXPENDITURE ACCOUNT


Particulars Note
INCOME
Other Income 5 59,210 -
TOTAL INCOME 59,210 -
EXPENDITURE
Donation Paid 6 - 11,02,804
Other expenses 7 1,372 130
TOTAL EXPENSES 1,372 11,02,934
Excess/ (shortfall) of income over expenditure 57,838 (11,02,934)
Tax expenses
Current tax 8 (11,63,230) -
Excess/ (shortfall) of income over expenditure (A) 12,21,068 (11,02,934)
Other Comprehensive Income (B) - -
Total Comprehensive Income for the year (A+B) 12,21,068 (11,02,934)
Basic and diluted (Face value of Rs. 10 each) 9 122 (110)



272 SUBSIDIARY


Excess/ (Shortfall) of income over expenditure 57,838 (11,02,934)
Adjustments for:
Interest on income tax refund (59,210) -
Cash generated from operations before working capital changes (1,372) (11,02,934)
Changes in working capital:
Increase/(decrease) in other current liabilities - (8,03,013)
Increase/(decrease) in other financial liabilities - (12,77,740)
Cash (used in) Operations (1,372) (20,80,753)
Income Tax refunded/ (paid) 12,27,440 (15,65,000)
Net cash generated from/(used in) operating activities - [A] 12,26,068 (47,48,687)
Net cash generated from/(used in) investing activities - [B] - -
Net cash generated from/(used in) fnancing activities - [C] - -
Net Increase/(Decrease) in cash and cash equivalents - [A+B+C] 12,26,068 (47,48,687)
Cash and cash equivalents at the beginning of the year 1,17,375 48,66,062
Cash and cash equivalents at the end of the year (Refer Note 3) 13,43,443 1,17,375
Note: The above Statement of Cash flows has been prepared under the indirect method as set out in the Ind AS 7, ‘Statement of Cash Flows’.





Note Total
As at 31st March, 2017 4A 1,00,000
As at 31st March, 2018 4A 1,00,000
As at 31st March, 2019 4A 1,00,000
B. OTHER EQUITY
Note Retained Earnings
As at 31st March, 2017 4B 11,25,309
Deficit for the year (11,02,934)
Other Comprehensive Income for the year -
As at 31st March, 2018 4B 22,375
Surplus for the year 12,21,068
As at 31st March, 2019 4B 12,43,443



274 SUBSIDIARY
NOTES
1) COMPANY INFORMATION (c) Earning Per Share
Bhavishya Alliance Child Nutrition Initiatives is established to pursue Basic earnings per share is computed by dividing the net excess/
the main objects - inter alia , to promote and strategize sets of proven (shortfall) for the period attributable to equity shareholders by the
, systematic, advance innovations and initiatives that are expected to weighted average number of equity shares outstanding during the
bring down the current rate of child malnutrition in India ; to carry period. The weighted average number of equity shares outstanding
on by themselves or in association with an other trust , organization , during the period and for all periods presented is adjusted for events,
agency , resource centre , institution (whether governmental or non- such as bonus shares, other than the conversion of potential equity
governmental) projects or activities to benefit the children suffering shares, that have changed the number of equity shares outstanding,
from malnutrition. Also , one of the objects incidental or ancillary without a corresponding change in resources. For the purpose of
to the attainment of the main objects is to cooperate and achieve calculating diluted earnings per share, the net excess/(shortfall)
common objects, goals with other institutions, organizations, for the period attributable to equity shareholders and the weighted
companies, enterprises having objects that are the same as or are average number of shares outstanding during the period is adjusted
similar to those of the Company. for the effects of all dilutive potential equity shares.
The Company was incorporated on 3rd October, 2010 as a private (d) Cash and cash equivalents
company and has been granted a license under Section 25 of the
erstwhile Companies Act, 1956 by Government of India. Cash and cash equivalents are short-term (three months or less
from the date of acquisition), highly liquid investments and bank
2) BASIS OF PREPARATION, MEASUREMENT AND balances that are readily convertible into cash & which are subject to
SIGNIFICANT ACCOUNTING POLICIES an insignificant risk of changes in value.
2.1 Basis of preparation and measurement (e ) Income Taxes
(a) Basis for preparation of accounts Tax expense for the year comprises of current tax.
These financial statements have been prepared in accordance with Current tax is measured at the amount expected to be paid to the
the Indian Accounting Standards (hereinafter referred to as the ‘Ind taxation authorities using the applicable tax rates and tax laws.
AS’) as notified by Ministry of Corporate Affairs pursuant to section Current tax assets and current tax liabilities are offset when there
133 of the Companies Act, 2013 read with rule 3 of the Companies is a legally enforceable right to set off the recognised amounts and
(Indian Accounting standards) Rules, 2015 as amended from time to there is an intention to settle the asset and the liability on net basis.
time.
Interest received on income tax refunds is recognised as other
The financial statements have been prepared on the accrual and income.
going concern basis. All assets and liabilities have been classified
as current or non current as per the Company’s normal operating 2.3 RECENT ACCOUNTING DEVELOPMENTS
cycle and other criteria set out in Division II - Ind AS Schedule III
to the Companies Act, 2013. Based on the time between acquisition Standards issued but not yet effective:
of assets for processing and their realisation in cash and cash In March 2019, the Ministry of Corporate Affairs issued the Companies
equivalents, the Company has ascertained its operating cycle as 12 (Indian Accounting Standards) Amendment Rules, 2019 and the
months for the purpose of current or non-current classification of Companies (Indian Accounting Standards) Second Amendment
assets and liabilities. Rules, 2019 notifying the following standard and amendments which
The financial statements of the Company for the year ended are effective from 1st April, 2019:
31st March, 2019 were approved for issue in accordance with the - Ind AS 116, Leases
resolution of the Board of Directors on 23rd April, 2019.
(b) Basis of measurement
These financial statements are prepared under the historical cost
convention unless otherwise indicated. - Amendments to Ind AS 109, Financial Instruments
2.2 Signifcant Accounting Policies - Amendments to Ind AS 111, Joint Arrangements
(a) Donation - Amendments to Ind AS 19, Employee Benefits
Donations are received and applied for objects as mentioned in - Amendments to Ind AS 23, Borrowing Costs
Memorandum of Association of the Company. Donation are accounted - Amendments to Ind AS 28, Investments to Associates and Joint
upon receipts by the Company . Ventures
(b ) Expenses The above standard and amendments will not have any material
All expenses are accounted for on accrual basis and provision is impact on the financial statements.
made for all known losses and liabilities.

NOTES
As at As at
Balances with banks
In current accounts 13,43,443 1,17,375
13,43,443 1,17,375
As at As at
Authorized
10,000 (31st March, 2018 : 10,000 equity shares of ` 10 each ) 1,00,000 1,00,000
10,000 (31st March, 2018 : 10,000 equity shares of ` 10 each fully paid ) 1,00,000 1,00,000
1,00,000 1,00,000

Equity Shares :
Add/ Less : Issued during the year - - - -
Balance as at the end of the year 10,000 100,000 10,000 1,00,000
The Company has only one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per
share held. As the Company is a private company limited by shares formed under section 8 of the Companies Act,2013, no dividend
is to be proposed and paid to the shareholders. In the event of winding up or dissolution of the Company, after the satisfaction of all
its debts and liabilities, any property whatsoever shall be given or transferred to some other institution(s) having object similar to the
objects of the Company, to be determined by the members of the Company at or before the time of dissolution or in default thereof by
the High Court.
As at As at
Equity Shares of ` 10 held by :
10,000 (March 31, 2018 : 10,000 ) shares are held by Hindustan Unilever Limited the 1,00,000 1,00,000
As at As at
Number of shares of ` 10 each held by:
Hindustan Unilever Limited, the holding company and its nominee 10,000 10,000

276 SUBSIDIARY
NOTES
4B) OTHER EQUITY
Retained
Earnings
As at 1st April, 2017 11,25,309
(Deficit) for the year (11,02,934)
As at 31st March, 2018 22,375
Surplus for the year 12,21,068
As at 31st March, 2019 12,43,443
Retained Earnings: Retained earnings are the excess/(shortfall) that the Company has earned till date.
5) OTHER INCOME

Interest on income tax refund 59,210 -
59,210 -
6) DONATION PAYMENT

Donation Payment - 11,02,804
- 11,02,804
7) OTHER EXPENSES

Bank Charges 1,372 130
1,372 130
8) TAX EXPENSES
A) COMPONENTS OF INCOME TAX EXPENSE

Tax expense recognised in the Income and Expenditure Account
Current Tax
Current year 16,000 -
Adjustments/(credits) related to previous years - (net) (11,79,230) -
Total current tax charge (11,63,230) -

NOTES
B) RECONCILIATION OF EFFECTIVE TAX RATE
The reconciliation between the statutory income tax rate applicable to the Company and the effective income tax rate of the Company is as
follows :

Statutory income tax rate 26.00% -
Differences due to:
Others 1.66% -
Effective tax rate 27.66% -
C) TAX ASSETS & LIABILITIES
As at As at
Non - current tax assets (net) - 5,000

Excess/ (Shortfall) of income over expenditure for the year 12,21,068 (11,02,934)
Weighted average number of Equity shares outstanding 10,000 10,000
Earnings per share (`) - basic and diluted (face value of ` 10 per share) 122 (110)

Enterprises exercising control
There are no transactions between related parties in the current year as well as in the previous year.
11) GOING CONCERN

Having regard to the continued support of the Company’s holding Company, Hindustan Unilever Limited, the financial statements
are prepared on a going concern basis.
12) OTHER MATTERS

Information with regard to the additional information and other disclosures to be disclosed by way of notes to Income and
Expenditure Account as specified in Schedule III to the Act is either ‘nil ‘ or‘ not applicable‘ to the Company for the year.



278 SUBSIDIARY
NOTES
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................

NOTES
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................

280 SUBSIDIARY
NOTES
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................
..................................................................................................................................................................................................................................................

Did you know that the supply of water in India could be half its demand by 2030?
Through our Start a Little Good campaign, we created a thought-provoking film that highlighted the importance of saving water.
We believe that small actions can make a big difference.
Together, let’s START A LITTLE GOOD.
FOR FURTHER INFORMATION ON OUR ECONOMIC,
ENVIRONMENTAL AND SOCIAL PERFORMANCE,
PLEASE VISIT OUR WEBSITE:
WWW.HUL.CO.IN
Printed at Print Plus Pvt. Ltd.
HINDUSTAN UNILEVER LIMITED

Registered Office:
Unilever House,
B. D. Sawant Marg, Chakala,
Andheri (East),
Mumbai - 400 099
CIN : L15140MH1933PLC002030

Hul Subsidirary Annual Report 2018 19

Uploaded by

Copyright:

Available Formats

Hul Subsidirary Annual Report 2018 19

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Hul Subsidirary Annual Report 2018 19

Uploaded by

Copyright:

Available Formats

MAKING

1. Unilever India Exports Limited ................................................................01-49

2. Unilever Nepal Limited ............................................................................50-82

3. Lakme Lever Private Limited ................................................................83-133

4. Pond’s Exports Limited........................................................................ 134-162

5. Daverashola Estates Private Limited .................................................. 163-180

6. Jamnagar Properties Private Limited ................................................. 181-197

7. Levers Associated Trust Limited ......................................................... 198-212

8. Levindra Trust Limited......................................................................... 213-227

9. Hindlever Trust Limited ....................................................................... 228-243

10. Hindustan Unilever Foundation ........................................................... 244-262

11. Bhavishya Alliance Child Nutrition Initiatives ..................................... 263-277

Unilever India Exports Limited

REPORT OF BOARD OF DIRECTORS

Revenue from operations 88,055.86 91,537.79

OPERATIONAL REVIEW Based on the recommendation of the Nomination and Remuneration

Annual Report 2018-19 Unilever India Exports Limited

Audit Committee • personal characteristics being in line with the Company’s

Unilever India Exports Limited Annual Report 2018-19

i. in the preparation of the annual accounts, the applicable AUDITORS

Annual Report 2018-19 Unilever India Exports Limited

Unilever India Exports Limited Annual Report 2018-19

Annexure to the Report of Board of Directors

*pending independent assurance c) Amount unspent, if any Nil

4. CSR COMMITTEE RESPONSIBILITY STATEMENT

On behalf of the Board

V. Kannan Suman Hegde

Annual Report 2018-19 Unilever India Exports Limited

Annexure to the Report of Board of Directors

On behalf of the Board

Sanjiv Chatterji Suman Hegde

Annexure to the Report of Board of Directors

Date of Designation / Remuneration received Last

On behalf of the Board

Sanjiv Chatterji Suman Hegde

Unilever India Exports Limited Annual Report 2018-19

Annexure to the Report of Board of Directors

Form No. MGT-9

I. REGISTRATION AND OTHER DETAILS

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

1. Hindustan Unilever Limited L15140MH1933PLC002030 Holding Company 100 2(46)

2. Hindustan Unilever Foundation U93090MH2010NPL201468 Associate Company 24 2(6)

Annual Report 2018-19 Unilever India Exports Limited

Category of No. of shares held at the No. of shares held at % change in

ii. Shareholding of Promoters:

Sr. No. Shareholders’ Name Shareholding at the Shareholding at the % change

Unilever India Exports Limited Annual Report 2018-19

iii. Change in Promoters’ Shareholding:

Sr. Name of Shareholders Shareholding at the beginning of Cumulative Shareholding

1. Hindustan Unilever Limited j/w Suman Hegde

Annual Report 2018-19 Unilever India Exports Limited

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. Particulars of Remuneration Name of the Director Total Amount

On behalf of the Board

Sanjiv Chatterji Suman Hegde

Annexure to the Report of Board of Directors

Unilever India Exports Limited Annual Report 2018-19

9. The Foreign Trade Policy;

Annual Report 2018-19 Unilever India Exports Limited