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Hindustan Unilever Ltd.

BSE: 500696 Sector: Consumer
NSE: HINDUNILVR ISIN Code: INE030A01027
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OPEN 1316.55
PREVIOUS CLOSE 1316.55
VOLUME 28800
52-Week high 1336.95
52-Week low 782.95
P/E 61.51
Mkt Cap.(Rs cr) 286,504
Buy Price 0.00
Buy Qty 0.00
Sell Price 1323.65
Sell Qty 10.00
OPEN 1316.55
CLOSE 1316.55
VOLUME 28800
52-Week high 1336.95
52-Week low 782.95
P/E 61.51
Mkt Cap.(Rs cr) 286,504
Buy Price 0.00
Buy Qty 0.00
Sell Price 1323.65
Sell Qty 10.00

Hindustan Unilever Ltd. (HINDUNILVR) - Auditors Report

Company auditors report

to the Members of Hindustan Unilever Limited

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of HindustanUnilever Limited ("the Company") which comprise the Balance Sheet as at 31March 2017 the Statement of Profit and Loss (including other comprehensive income) theStatement of Cash Flows and the Statement of Changes in Equity for the year ended on thatdate and a summary of the significant accounting policies and other explanatoryinformation (herein after referred to as "standalone Ind AS financialstatements").

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in sub-section 5of Section 134 of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone Ind AS financial statements that give a true and fair viewof the financial position financial performance including other comprehensive incomecash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards("Ind AS") prescribed under Section 133 of the Act read with relevant rulesissued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing specified under sub-section 10 of Section 143 of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the standalone Ind AS financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlsrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS of thefinancial position of the Company as at 31_March 2017 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear ended on that date.

REPORT ON OTHERL EGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2016 (‘the Order')issued by the Central Government of India in exercise of powers conferred by sub-section11 of section 143 of the Act we enclose in "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by sub-section 3 of Section 143 of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Cash Flows and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under Section 133 of the Act read withrelevant rules issued thereunder;

(e) On the basis of the written representations received from the Directors as on31_March_2017 and taken on record by the Board of Directors none of the Directors aredisqualified as on 31 March 2017 from being appointed as a Director in terms of sub-section 2 of Section 164 of the Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B" and

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements – Refer Note 25 to thestandalone Ind AS financial statements;

2. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts – Refer Note 47 to the standalone Ind AS financial statements;

3. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company; and

4. The Company has provided requisite disclosures in the standalone Ind AS financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8 November 2016 to 30 December 2016. Based on audit procedures and relying on themanagement representation we report that the disclosures are in accordance with books ofaccount maintained by the Company and as produced to us by the Management – ReferNote 45 to the standalone Ind AS financial statements.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No:

101248W/ W - 100022

Akeel Master

Partner

Membership No: 046768

Mumbai: 17 May 2017

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT - 31_MARCH 2017

(Referred to in our report of even date)

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of two years. Inaccordance with this programme a portion of the fixed assets has been physically verifiedby the management during the year and no material discrepancies have been noticed on suchverification. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us the title deeds ofimmovable properties as disclosed in Note 4A to the standalone Ind AS financialstatements are held in the name of the Company except for the following:

(Rs. in Crores)

Particulars Leasehold Land Freehold Land Buildings
Gross block as at 31 March 2017 0.76 0.19 75.36
Net block as at 31 March 2017 0.62 0.19 42.86

(ii) The inventory except goods-in-transit has been physically verified by themanagement at reasonable intervals during the year. In our opinion the frequency of suchverification is reasonable. In respect of inventory lying with third parties these havesubstantially been confirmed by them. The discrepancies noticed on verification betweenthe physical stocks and the book records were not material.

(iii) In our opinion and according to information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicable to theCompany.

(iv) The Company has not granted any loans or provided any guarantees or security tothe parties covered under Section 185 of the Act. The Company has complied with theprovisions of Section 186 of the Act in respect of investments made or loans or guaranteeor security provided to the parties covered under Section 186.

(v) The Company has not accepted any deposits from the public in accordance with theprovisions of sections 73 to 76 of the Act and the rules framed there under.

(vi) We have broadly reviewed the records maintained by the Company pursuant to therules prescribed by Central Government for maintenance of cost records under sub section 1of Section 148 of the Act and are of the opinion that prima facie the prescribed accountsand records have been made and maintained. However we have not made a detailedexamination of the records.

(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund employees state insurance income taxsales tax service tax duty of customs duty of excise value added tax cessprofessional tax and other material statutory dues as applicable with the appropriateauthorities.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees state insurance income tax sales taxservice tax duty of customs duty of excise value added tax cess professional tax andother material statutory dues were in arrears as at 31_March_2017 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofincome tax sales tax value added tax service tax duty of customs duty of excise whichhave not been deposited with the appropriate authorities on account of any dispute otherthan those mentioned in Appendix I to this report.

(viii) As the Company does not have any loans or borrowings from any financialinstitution or bank or Government nor has it issued any debentures as at the balancesheet date the provisions of Clause 3(viii) of the Order are not applicable to theCompany.

(ix) The Company has not raised any money by way of initial public offer furtherpublic offer (including debt instruments) and term loans during the year. Accordingly theprovisions of Clause 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on ourexaminations of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable. The details of suchrelated party transactions have been disclosed in the standalone Ind AS financialstatements as required by applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on ourexamination of the records the Company has not entered into non-cash transactions withdirectors or persons connected with him. Accordingly paragraph 3(xv) of the Order is notapplicable.

(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

ForB S R & Co. LLP

Chartered Accountants

Firm's Registration No:

101248W/ W - 100022

Akeel Master

Partner

Membership No: 046768

Mumbai : 17 May 2017

APPENDIX I

(Rs. in Crores)
Name of the Statute Nature of dues Amount Demanded Amount Paid under dispute Period to which the amount relates Forum where dispute is pending
Rs. in crores Rs. in crores
The Central Excise Act 1994 Excise duty (including interest and penalty if applicable) 71.67 3.67 1987-2016 Appellate Authority upto Commissioner's level
The Central Excise Act Excise duty (including interest and penalty if applicable) 71.51 3.69 1994-2016 Customs Excise and Service Tax Appellate Tribunals of various states
The Central Excise Act Excise duty (including interest and penalty if applicable) 3.59 - 2003-2010 High Courts of various states
Customs Act 1962 Custom Duty (including interest and penalty if applicable) 1.62 0.12 2011-2013 Appellate Authority upto Commissioner's level
Customs Act 1962 Custom Duty (including interest and penalty if applicable) 0.05 0.05 2012 Customs Excise and Service Tax Appellate Tribunals of various states
Central Sales Tax Act and Local Sales Tax Act Sales tax (including interest and penalty as applicable) 150.17 49.83 1985-2017 Appellate Authority upto Commissioner's level
Central Sales Tax Act and Local Sales Tax Act Sales tax (including interest and penalty as applicable) 28.78 2.23 1984-2014 Sales Tax Appellate Tribunals of various states
Central Sales Tax Act and Local Sales Tax Act Sales tax (including interest and penalty as applicable) 142.36 101.29 1984-2017 High Courts of various states
Central Sales Tax Act and Local Sales Tax Act Sales tax (including interest and penalty as applicable) 27.63 12.76 1985-2009 Supreme Court
Service tax (Finance Act 1994) Service tax (including interest and penalty as applicable) 79.25 0.56 2005-2017 Appellate Authority upto Commissioner's level
Service tax (Finance Act 1994) Service tax (including interest and penalty as applicable) 8.11 1.5 2003-2008 Customs Excise and Service Tax Appellate Tri- bunals of various states
Income Tax Act 1961 Income Tax (including interest and penalty if applicable) 153.21 - 1979 - 1980 1991 AY 2006- 07 AY 2007-08 AY 2009-10 AY 2011-12 Appellate Authority upto Commissioner's Level
Income Tax Act Income Tax (including interest and penalty if applicable) 0.20 - 1982-1983 Income Tax Appellate Tribunal Mumbai
Income Tax Act 1961 Income Tax (including interest and penalty if applicable) 0.06 - 1963-1964 Bombay High Court
1982-1983

ANEXURE "B" TO THE INDEPENDENT AUDITO R'S REPORT- 31 MARCH 2017 ON STANDALONEIND AS FINANCIAL STATEMENTS

(Referred to in our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDERC LAUSE (I) OF SUB SECTION 3 OF SECTION143 OF THE ACT

We have audited the internal financial controls over financial reporting of HindustanUnilever Limited ("the Company") as of 31 March 2017 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal controls over financial reporting criteriaestablished by the Company considering the essential components of internal controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India ("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013("the Act").

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal controls based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial control systemover financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial controls over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial controls over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlsover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion the Company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2017 based on theinternal controls over financial reporting criteria established by the Company consideringthe essential components of internal controls stated in the Guidance Note issued by theICAI.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No:

101248W/ W - 100022

Akeel Master

Partner

Membership No: 046768

Mumbai: 17 May 2017