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Hindustan Unilever Ltd.

BSE: 500696 Sector: Consumer
NSE: HINDUNILVR ISIN Code: INE030A01027
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OPEN 2218.00
PREVIOUS CLOSE 2230.55
VOLUME 19482
52-Week high 2859.10
52-Week low 1901.80
P/E 60.65
Mkt Cap.(Rs cr) 536,367
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2218.00
CLOSE 2230.55
VOLUME 19482
52-Week high 2859.10
52-Week low 1901.80
P/E 60.65
Mkt Cap.(Rs cr) 536,367
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Hindustan Unilever Ltd. (HINDUNILVR) - Auditors Report

Company auditors report

To the Members of Hindustan Unilever Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the standalone financial statements of HindustanUnilever Limited (the "Company") which comprise the standalone balance sheet asat 31 March 2022 and the standalone statement of profit and loss (including othercomprehensive income) the standalone statement of changes in equity and the standalonestatement of cash flows for the year then ended and notes to the standalone financialstatements including a summary of the significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and its profit and other comprehensive income changes in equity and its cash flows forthe year ended on that date.

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 arefurther described in the Auditor?s Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our opinion on the standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Revenue recognition – Discounts and rebates

See note 25 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
As disclosed in note 25 to the standalone financial statements revenue is measured net of any trade discounts and volume rebates to customers ("discounts and rebates"). Our audit procedures included:
Certain discounts and rebates for goods sold during the year are only finalised when the precise amounts are known and revenue therefore includes an estimate of variable consideration. The variable consideration represents the portion of discounts and rebates that are not directly deducted on the invoice and involves estimation by the Company in recognition and measurement of such discounts and rebates. This includes establishing an accrual at year end particularly in arrangements with customers involving varying terms which are based on annual contracts or shorter-term arrangements. In addition the value and timing of promotions for products varies from period to period and the activity can span beyond the year end. The unsettled portion of the variable consideration results in discounts and rebates due to customers as at year end. • Understanding the process followed by the Company to determine the amount of accrual for discounts and rebates.
Therefore there is a risk of revenue being overstated due to fraud through manipulation of discounts and rebates accruals recognised resulting from pressure the Company may feel to achieve performance targets at the year end. • Evaluating the design and implementation and testing operating effectiveness of Company?s general IT controls key manual and application controls over the Company?s IT systems including controls over rebates agreements / arrangements rebate payments / settlements and Company?s review over the rebate accruals.
We identified the evaluation of accrual for discounts and rebates as a key audit matter. • Inspecting on a sample basis key customer contracts. Based on the terms and conditions relating to discounts and rebates assessing the Company?s revenue recognition policies with reference to the requirements of the applicable accounting standards.
• Performing substantive testing by selecting samples of discounts and rebates transactions recorded during the year as well as period end discounts and rebates accruals and matching the parameters used in the computation with the relevant source documents.
• Examining historical rebate accrual together with our understanding of current year developments to form an expectation of the rebate accrual as at year end and comparing this expectation against the actual rebate accrual completing further inquiries and obtaining underlying documentation on a sample basis as appropriate. Further we also performed retrospective review to evaluate the precision with which management makes estimates.
• Checking completeness and accuracy of the data used by the Company for accrual of discounts and rebates.
• Testing actualisation of estimated accruals on a sample basis.
• Testing a selection of rebate accruals recorded after 31 March 2022 and assessing whether the accrual is recorded in the correct period.
• Testing a selection of payments made after 31 March 2022 and where relevant comparing the payment to the related rebate accrual.
• Critically assessing manual journal entries posted to revenue on a sample basis to identify unusual items and examining the underlying documentation.

Impairment assessment of Food & Refreshment Cash Generating Unit(F&R CGU)

See note 4 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
As disclosed in note 4 to the standalone financial statement the F&R CGU includes Rs. 17301 crores of goodwill and Rs. 27210 crores of indefinite life intangible assets which together represents 64% of total assets of the Company as at 31 March 2022. Our audit procedures included:
The recoverable value of the F&R CGU which is based on the value in use model has been derived from discounted cash flow model. This model requires the Company to make significant assumptions such as discount rate near and long-term revenue growth rate and projected margins which involves inherent uncertainty since they are based on future business prospects and economic outlook. • Understanding the process followed by the Company in respect of the annual impairment analysis for F&R CGU.
Due to the materiality of above assets in context of the standalone financial statements and sensitivity of discount rate and near and long- term revenue growth rate assumptions where a minor change could have a significant impact on the recoverable value we have considered the impairment assessment of F&R CGU to be a key audit matter. • Evaluating the design and implementation and testing the operating effectiveness of key internal controls related to the Company?s process relating to review of the annual impairment analysis including controls over determination of discount rate near and long-term revenue growth rate and projected margins.
• Challenging the reasonableness of the assumptions particularly forecasted revenue growth rate and margins based on our knowledge of the Company and market. Assessing historical accuracy by comparing past forecasts to actual results achieved.
• Involving the valuation professionals with specialised skills and knowledge to assist in evaluating the impairment model used and assumptions (including discount rate and long-term sales growth rate applied by the Company by comparing it to a range of rates that were independently developed using publicly available market indices and market data for comparable entities). Applying additional sensitivities to assess the reasonableness of the above key assumptions.
• Testing data used to develop the estimate for completeness and accuracy.
• Performing a sensitivity analysis to evaluate the impact of change in key assumptions individually or collectively to the recoverable value.
• Evaluating the adequacy of the Company?s disclosures in the standalone financial statements in respect of its impairment testing.

Provisions and contingent liabilities relating to taxation litigationsand claims

See note 21 and 24 to the standalone financial statements

The key audit matter How the matter was addressed in our audit
The provisions and contingent liabilities relate to ongoing litigations and claims with various authorities and third parties. These relate to direct tax indirect tax transfer pricing arrangements claims general legal proceedings environmental issues and other eventualities arising in the regular course of business. Our audit procedures included:
As at the year ended 31 March 2022 the amounts involved are significant. The determination of a provision or contingent liability requires significant judgement by the Company because of the inherent complexity in estimating future costs. The amount recognised as a provision is the best estimate of the expenditure. The provisions and contingent liabilities are subject to changes in the outcomes of litigations and claims and the positions taken by the Company. • Understanding the process followed by the Company for assessment and determination of the amount of provisions and contingent liabilities relating to taxation litigations and claims.
It involves significant judgement and estimation to determine the likelihood and timing of the cash outflows and interpretations of the legal aspects tax legislations and judgements previously made by authorities. • Evaluating the design and implementation and testing operating effectiveness of key internal controls around the recognition and measurement of provisions and re-assessment of contingent liabilities.
• Involving our tax professionals with specialised skills and knowledge to assist in the assessment of the value of significant provisions and contingent liabilities relating to taxation matter on sample basis in light of the nature of the exposures applicable regulations and related correspondence with the authorities.
• Inquiring the status in respect of significant provisions and contingent liabilities with the Company?s internal tax and legal team including challenging the assumptions and critical judgements made by the Company which impacted the computation of the provisions and inspecting the computation.
• Assessing the assumptions used and estimates of outcome and financial effect including considering judgement of the Company supplemented by experience of similar decisions previously made by the authorities and in some cases relevant opinions given by the Company?s advisors.
• Testing data used to develop the estimate for completeness and accuracy.
• Evaluating judgements made by the Company by comparing the estimates of prior year to the actual outcome.
• Evaluating the Company?s disclosures in the standalone financial statements in respect of provisions and contingent liabilities.

Other Information

The Company?s Management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany?s annual report but does not include the standalone financial statements andour auditor?s report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management?s and Board of Directors? Responsibilities for theStandalone Financial Statements

The Company?s Management and Board of Directors are responsiblefor the matters stated in Section 134(5) of the Act with respect to the preparation ofthese standalone financial statements that give a true and fair view of the state ofaffairs profit/loss and other comprehensive income changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing 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 of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company?s ability to continue asa going concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing theCompany?s financial reporting process.

Auditor?s Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor?s report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.As part of an audit in accordance with SAs we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the Management andBoard of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany?s ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor?s report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor?s report. However future events or conditionsmay cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards. From the matterscommunicated with those charged with governance we determine those matters that were ofmost significance in the audit of the standalone financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in ourauditor?s report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor?s Report) Order 2020("the Order") issued by the Central Government of India in terms of Section143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

(c) The standalone balance sheet the standalone statement of profitand loss (including other comprehensive income) the standalone statement of changes inequity and the standalone statement of cash flows dealt with by this Report are inagreement with the books of account;

(d) In our opinion the aforesaid standalone financial statementscomply with the Ind AS specified under Section 133 of the Act;

(e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164(2) of the Act; and

(f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate Report in "Annexure B".

3. With respect to the other matters to be included in theAuditor?s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

(a) The Company has disclosed the impact of pending litigations as at31 March 2022 on its financial position in its standalone financial statements - ReferNotes 21 and 24 to the standalone financial statements;

(b) The Company did not have any long-term contracts for which therewere any material foreseeable losses. The Company has made provision as required underthe applicable law or accounting standards for material foreseeable losses on derivativecontracts - Refer Note 45 to the standalone financial statements;

(c) There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company;

(d) (i) The management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Company or

• provide any guarantee security or the like to or on behalf ofthe Ultimate Beneficiaries;

(ii) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any persons or entitiesincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Funding Party or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (d)(i) and (d)(ii) contain any materialmisstatement; and

(e) The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.

4. With respect to the matter to be included in the Auditor?sReport under Section 197(16) of the Act: In our opinion and according to the informationand explanations given to us the remuneration paid by the Company to its directors duringthe current year is in accordance with the provisions of Section 197 of the Act. Theremuneration paid to any director is not in excess of the limit laid down under Section197 of the Act. The Ministry of Corporate Affairs has not prescribed other details underSection 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm?s Registration No: 101248W/W-100022
Aniruddha Godbole
Partner
Mumbai Membership No: 105149
27 April 2022 ICAI UDIN: 22105149AHWXQC2679

Annexure A to the Independent Auditor?s report on the standalonefinancial statements of Hindustan Unilever Limited for the year ended 31 March 2022(Referred to in paragraph 1 under ‘Report on Other Legal and RegulatoryRequirements? section of our report of even date)

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified in a phased manner over a period of two years.In accordance with this programme certain property plant and equipment were verifiedduring the year. In our opinion this periodicity of physical verification is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leaseagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company except for the following whichare not held in the name of the Company:

All amounts in Rs. crores

Description of property Gross carrying value Held in the name of Whether promoter director or their relative or employee Period held Reason for not being held in the name of the Company
Owned properties
Freehold land 0 TATA Oil Mills Company Limited No 18 years Pending litigation
Building 34 HMM Limited No 2 years Pending litigation
Building 1 Lakme Lever Private Limited No 26 years Pending litigation
Building 1 Ghansham Makhija No 2 years Pending litigation
Building 0 Indexport Limited No 22 years Pending litigation
Leasehold properties
Leasehold land 13 Trent Limited No 23 years Pending application
Leasehold land 0 TATA Oil Mills No 28 years Pending litigation
Company Limited

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or intangible assets orboth during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods-in-transit and stocks lying withthird parties has been physically verified by the management during the year. For stockslying with third parties at the year-end written confirmations have been obtained and forgoods-in-transit subsequent evidence of receipts has been linked with inventory records.In our opinion the frequency of such verification is reasonable and procedures andcoverage as followed by management were appropriate. No discrepancies were noticed onverification between the physical stocks and the book records that were more than 10% inthe aggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beensanctioned any working capital limits in excess of five crore rupees in aggregate frombanks and financial institutions on the basis of security of current assets at any pointof time of the year. Accordingly clause 3(ii)(b) of the Order is not applicable to theCompany.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not providedany guarantee or security or granted any advances in the nature of loans secured orunsecured to companies firms limited liability partnership or any other parties duringthe year. The Company has made investments in companies and granted secured and unsecuredloans to companies and other parties in respect of which the requisite information is asbelow. The Company has not made any investments in or granted any loans secured orunsecured to firms and limited liability partnership.

(a) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans to any otherentity as below:

All amounts in Rs. crores

Particulars Loans
Aggregate amount during the year ended 31 March 2022
- Subsidiaries* 436
- Others 4
Balance outstanding as at balance sheet date – 31 March 2022
- Subsidiaries* 432
- Others 4

* as per the Companies Act 2013 (‘the Act?)

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made and the termsand conditions of the grant of secured and unsecured loans are prima facie notprejudicial to the interest of the Company.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of secured andunsecured loans given in our opinion the repayment of principal and payment of interesthas been stipulated and the repayments or receipts have been regular. Further the Companyhas not given any advance in the nature of loan to any party during the year.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of secured and unsecured loans given. Further theCompany has not given any advances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no loan grantedfalling due during the year which has been renewed or extended or fresh loans granted tosettle the overdues of existing loans given to same parties. Further the Company has notgiven any advances in the nature of loans to any party.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) According to the information and explanations given to us and onthe basis of our examination of records of the Company the Company has not provided anyguarantee or security as specified under Sections 185 and 186 of the Act. In respect ofthe investments made and loans given by the Company in our opinion the provisions ofSections 185 and 186 of the Act have been complied with.

(v) The Company has not accepted any deposits or amounts which aredeemed to be deposits from the public. Accordingly clause 3(v) of the Order is notapplicable to the Company.

(vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for maintenance of costrecords under Section 148(1) of the Act in respect of its manufactured goods by theCompany and are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained. However we have not carried out a detailed examination of therecords with a view to determine whether these are accurate or complete.

(vii) (a) The Company does not have liability in respect of Servicetax Duty of excise Sales tax and Value added tax during the year since effective 1 July2017 these statutory dues have been subsumed into Goods and Services Tax. According tothe information and explanations given to us and on the basis of our examination of therecords of the Company amounts deducted / accrued in the books of account in respect ofundisputed statutory dues including Goods and Services Tax Provident fundEmployees? State Insurance Income-Tax Duty of Customs Cess and other statutorydues have been regularly deposited by the Company with the appropriate authorities.According to the information and explanations given to us no undisputed amounts payablein respect of Goods and Services Tax Provident fund Employees? State InsuranceIncome-Tax Duty of Customs Cess and other statutory dues were in arrears as at 31 March2022 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to usstatutory dues relating to Sales Tax Value Added Tax Service Tax Goods and ServicesTax Provident Fund Employees State Insurance Income-Tax Duty of Customs Duty ofExcise or Cess or other statutory dues which have not been deposited on account of anydispute are as per Annexure I to this Report.

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company did not haveany loans or borrowings from any lender during the year. Accordingly clause 3(ix)(a) ofthe Order is not applicable to the Company.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a wilful defaulter by any bank or financial institution or government orgovernment authority.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not taken anyterm loans from any lender. Accordingly clause 3(ix)(c) of the Order is not applicable tothe Company.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on anoverall examination of the financial statements of the Company we report that the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries or associates as defined under the Act. The Company does not hold anyinvestment in any joint venture (as defined under the Act) during the year ended 31 March2022. (f) According to the information and explanations given to us and proceduresperformed by us we report that the Company has not raised loans during the year on thepledge of securities held in its subsidiaries or associate companies (as defined under theAct). The Company does not hold any investment in any joint venture (as defined under theAct) during the year ended 31 March 2022.

(x) (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments). Accordingly clause 3(x)(a) ofthe Order is not applicable to the Company.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable tothe Company.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to us considering the principlesof materiality as outlined in the Standards on Auditing we report that no fraud by theCompany or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Act has been filed by the auditors inForm ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 withthe Central Government.

(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year while determining the nature timing and extent ofour audit procedures.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicableto the Company.

(xiii) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Sections 177 and188 of the Act where applicable and the details of the related party transactions havebeen disclosed in the standalone financial statements as required by the applicableaccounting standards.

(xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal audit system commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of theCompanies Act 2013 are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Orderis not applicable to the Company.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is notapplicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable to the Company.

(d) According to the information and explanations provided to us duringthe course of audit the Group (as per the provisions of the Core Investment Companies(Reserve Bank) Directions 2016) does not have any CIC.

(xvii)The Company has not incurred cash losses in the current and inthe immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that Company is not capable of meeting its liabilities existingat the date of balance sheet as and when they fall due within a period of one year fromthe balance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) (a) In our opinion and according to the information andexplanations given to us there is no unspent amount under sub-section (5) of Section 135of the Act pursuant to any project other than ongoing projects. Accordingly clause3(xx)(a) of the Order is not applicable.

(b) In respect of ongoing projects the Company has transferred theunspent amount to a Special Account within a period of 30 days from the end of thefinancial year in compliance with Section 135(6) of the Act.

For B S R & Co. LLP
Chartered Accountants
Firm?s Registration No: 101248W/W-100022
Aniruddha Godbole
Partner
Mumbai Membership No: 105149
27 April 2022 ICAI UDIN: 22105149AHWXQC2679

Annexure A

Annexure I

All amounts in Rs. crores

Name of the Statute Nature of dues Amount Demanded Amount Paid Period to which the amount relates Forum where dispute is pending
Central Excise Act 1944 Excise duty (including Interest and penalty if applicable) 154 5 1991-2018 Appellate Authority upto Commissioner?s level
Central Excise Act 1944 Excise duty (including Interest and penalty if applicable) 94 6 1994-2017 Customs Excise and Service Tax Appellate Tribunals of various states
Central Excise Act 1944 Excise duty (including Interest and penalty if applicable) 206 - 2003-2019 High Courts of various states
Customs Act 1962 Custom Duty (including Interest and penalty if applicable) 297 11 2011-2019 Appellate Authority upto Commissioner?s level
Customs Act 1962 Custom Duty (including Interest and penalty if applicable) 58 54 2012-2022 Customs Excise and Service Tax Appellate Tribunals of various states
Central Sales Tax Act 1956 and Local Sales Tax Act # Sales tax (including interest and penalty if applicable) 118 31 1984-2022 Appellate Authority upto Commissioner?s level
Central Sales Tax Act 1956 and Local Sales Tax Act # Sales tax (including interest and penalty if applicable) 85 14 1991-2018 Sales Tax Appellate Tribunals of various states
Central Sales Tax Act 1956 and Local Sales Tax Act # Sales tax (including interest and penalty if applicable) 264 102 1977-2018 High Courts of various states
Central Sales Tax Act 1956 and Local Sales Tax Act Sales tax (including interest and penalty if applicable) 18 9 1997-2007 Supreme Court
Service tax (Finance Act 1994) Service tax (including interest and penalty if applicable) 38 3 2005-2017 Appellate Authority upto Commissioner?s level
Service tax (Finance Act 1994) Service tax (including interest and penalty if applicable) 120 7 2005-2017 Customs Excise and Service Tax Appellate Tribunals of various states
Goods and Service Tax Act 2017 Goods and Services tax (including interest and penalty if applicable) 7 0 2018-2022 Appellate Authority upto Commissioner?s level
Goods and Service Tax Act 2017 Goods and Services tax 366 90 2017-2018 Delhi High Court
Income Tax Act 1961 Income Tax (including interest and penalty if applicable) 98 - 1979-1980 1991 2009- 2010 2005- 2006 Appellate Authority upto Commissioner?s Level
Income Tax Act 1961 Income Tax (including interest and penalty if applicable) 272 - 2011-2012 2013-2014 to 2015-2016 Income Tax Appellate Tribunal Mumbai
Income Tax Act 1961 Income Tax (including interest and penalty if applicable) 1290 99 2007-2008 to 2011-2012 2013-2014 to 2015-2016 Income Tax Appellate Tribunal Chandigarh

Annexure B

to the Independent Auditor?s report on the standalone financialstatements of Hindustan Unilever Limited for the year ended 31 March 2022 Report on theinternal financial controls with reference to the aforesaid standalone financialstatements under Section 143(3)(i) of the Companies Act 2013 (Referred to in paragraph2(f) under ‘Report on Other Legal and Regulatory Requirements? section of ourreport of even date)

Opinion

We have audited the internal financial controls with reference tostandalone financial statements of Hindustan Unilever Limited ("the Company") asof 31 March 2022 in conjunction with our audit of the standalone financial statements ofthe Company for the year ended on that date. In our opinion the Company has in allmaterial respects adequate internal financial controls with reference to standalonefinancial statements and such internal financial controls were operating effectively as at31 March 2022 based on the internal financial controls with reference to standalonefinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia (the "Guidance Note").

Management?s Responsibility for Internal Financial Controls

The Company?s management and the Board of Directors areresponsible for establishing and maintaining internal financial controls based on theinternal financial controls with reference to standalone financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note. 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 offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013(hereinafter referred to as "the Act").

Auditor?s Responsibility

Our responsibility is to express an opinion on the Company?sinternal financial controls with reference to standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls with reference to standalone financial statements.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects. Ouraudit involves performing procedures to obtain audit evidence about the adequacy of theinternal financial controls with reference to standalone financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tostandalone financial statements included obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor?s judgement includingthe assessment of the risks of material misstatement of the standalone financialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company?s internalfinancial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to StandaloneFinancial Statements

A company?s internal financial controls with reference tostandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of standalonefinancial statements for external purposes in accordance with generally acceptedaccounting principles. A company?s internal financial controls with reference tostandalone financial statements include those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;

(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of standalone financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and

(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company?s assetsthat could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference toStandalone Financial Statements

Because of the inherent limitations of internal financial controls withreference to standalone financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm?s Registration No: 101248W/W-100022
Aniruddha Godbole
Partner
Mumbai Membership No: 105149
27 April 2022 ICAI UDIN: 22105149AHWXQC2679

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