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Auditor Report of Godrej Consumer Products Ltd.

Mar 31, 2023

To the Members ofGodrej Consumer Products LimitedReport on the Audit of the Standalone Financial StatementsOpinion

We have audited the standalone financial statements of Godrej Consumer Products Limited (the "Company"), which comprise the standalone balance sheet as at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information in which are included the Returns for the year ended on that date audited by the branch auditor of the Company''s branch at Singapore.

In our opinion and to the best of our information and according to the explanations given to us, and

based on the consideration of report of the branch auditor on financial statements/financial information of such branch as was audited by the branch auditor, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and other comprehensive income, changes in equity and its cash flows for the 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 are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered

Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us along with the consideration of report of the branch auditor referred to in paragraph (a) of the "Other Matters" section below, is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

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

Revenue recognition
See Note 34 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
Revenue is measured net of any discounts and rebates.	Our audit procedures included:
Recognition and measurement of discounts and rebates	â¢	Assessing the compliance of revenue recognition accounting
accruals, involves judgement and estimates. This leads to a		policies, including those relating to discounts and rebates, with
risk of revenue being misstated due to inaccurate estimation		reference to Ind AS 115 Revenue from contracts with customers
over discounts and volume rebates.		(applicable accounting standard);
Revenue is recognised when the control of the products being sold has transferred to the customer. There is a risk of revenue being overstated on account of manipulation in the timing of transfer of control, due to the pressure on the Company to achieve performance targets for	_â¢	Testing the design, implementation and operating effectiveness of the Company''s general IT controls and key IT application/ manual controls over the Company''s systems, with the assistance of our IT specialists. These IT systems enable recording of revenue and computing discounts and volume rebates in the general ledger accounting system;
the year.	_â¢	Performing substantive testing by selecting statistical samples
Accordingly, revenue recognition is considered to be a key		of revenue transactions recorded for the year as well as period
audit matter.	_â¢	end cut-off and agreeing to the underlying documents, which included sales invoices and shipping documents; Performing substantive testing by agreeing statistical samples of discounts and rebate accruals and disbursements to underlying documents;
	_â¢	Performing a retrospective assessment of discounts and rebate accruals with prior period to evaluate the historical accuracy; and
	_â¢	Assessing manual journals posted to revenue to identify unusual
		items.
Intangible Assets -impairment assessment
See Note 6 to standalone financial statements.
The key audit matter	How the matter was addressed in our audit
The carrying amount of brands (indefinite life intangible	Our audit procedures included:
assets) represent 8% of the Company''s total assets.	_â¢	Evaluating design and implementation and testing operating
The annual impairment testing of these intangible assets by		effectiveness of controls over the Company''s process of
the Company involves significant estimates and judgment		impairment assessment and approval of forecasts;
due to the inherent uncertainty involved in forecasting and discounting future cash flows. Accordingly, impairment assessment of intangible assets is considered to be a key audit matter.	_â¢	Assessing the valuation methodology and challenging the assumptions used, in particular those relating to forecast revenue growth and earnings, weighted average cost of capital and royalty rates, with the assistance of our valuation specialists;
	_â¢	Assessing the reliability of the financial projections prepared by the Company by comparing projections for previous financial years with actual results realized and analysis of significant


		variances,
	_â¢	Performing sensitivity analysis by assessing the effect of possible reductions in the above assumptions on the recoverable amount; and
	_â¢	Evaluating the adequacy of disclosures in respect of impairment evaluation of intangible assets in the standalone financial
		statements.

the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The Management and Board of Directors of the Company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the financial reporting process of the Company.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic 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 maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

â¢ Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

â¢ Obtain sufficient appropriate audit evidence regarding the financial statements/financial information of the branch of the Company

to express an opinion on the standalone financial statements.

For the branch included in the standalone financial statements, which has been audited by branch auditor, such branch auditor remains responsible for the direction, supervision and performance of the audit carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in paragraph (a) of the section titled "Other Matter" in this audit report.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

a. We did not audit the

financial statements/financial information of one branch included in the standalone financial statements of the Company whose financial statements/financial information reflect total assets of Rs. 0.41 crores as at 31 March 2023, total revenue of Rs. Nil crores, total net profit after tax of Rs. Nil crores and net cash inflows of Rs. 0.41 crores for the year ended on that date, before giving effects to consolidation adjustments, as considered in the standalone financial statements. The financial statements/financial information of this branch has been audited by the other auditor whose report has been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of this branch, is based solely on the

report of such other auditor.

Our opinion is not modified in respect of this matter.

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 Section 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 extent applicable.

2 A. As required by Section 143(3) of the Act, based on our audit and on the consideration of report of the other auditor on financial statements of such branch as was audited by other auditor, as noted in the "Other Matter" paragraph, we report, to the extent applicable, that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have

been kept by the Company so far

as it appears from our examination of those books and the report of the other auditor and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c. The report on the accounts of the branch office of the Company audited under Section 143(8) of the Act by branch auditor has been sent to us and has been properly dealt with by us

in preparing this report.

d. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account and with the return received from the branch not visited by us.

e. In our opinion, the aforesaid standalone

financial statements comply with the Ind AS specified under Section 133 of the Act.

f. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as

a director in terms of Section 164(2) of the Act.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

B. With respect to the other matters to be included in the Auditor''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 the explanations given to us and based on the consideration of the report of the other

auditor on separate financial statements of the branch, as noted in the "Other Matters" paragraph:

a. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial position in its standalone financial statements - Refer Note 33 and 46 to the standalone financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d (i) The management of the Company represented that, to the best of their knowledge and belief, as disclosed in the Note 56 (i) to the standalone financial statements, no funds have been advanced or loaned

or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management of the Company represented that, to the best of their knowledge and belief, as disclosed in the Note 56 (ii) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies),

including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the

audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The Company has neither declared nor paid any dividend during the year.

under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid/payable by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid/ payable to any director is not in excess of the limit laid down under

f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

C. With respect to the matter to be included in the Auditor''s Report

Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 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

Vijay Mathur

Partner

Membership No: 046476 UDIN: 23046476BGYAIF5985

Mumbai: 10 May 2023

Mar 31, 2022

Godrej Consumer Products LimitedReport on the Audit of the Standalone Financial StatementsOpinion

We have audited the standalone financial statements of Godrej Consumer Products Limited (the "Company"), which comprise the standalone balance sheet as at 31 March 2022, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone financial statements").

In our opinion and to the best of our information and according

to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act,

2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities 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 on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matter
The key audit matter	How the matter was addressed in our audit
Revenue recognition	Our audit procedures included:
(Refer note 30 to the standalone financial statements) Revenue is measured net of any discounts and rebates.	Assessing the compliance of revenue recognition accounting policies, including those relating to discounts and rebates, with reference to IndAS 115 Revenue from contracts with customers
Recognition and measurement of discounts and rebates accruals, involves judgement and estimates. This leads to a risk of revenue being misstated due to inaccurate estimation over discounts and volume rebates.	(applicable accounting standard);

Revenue is recognised when the control ofthe products being sold has transferred to the customer. There is a risk of revenue being overstated on account of manipulation in the timing of transfer of control, due to the pressure on the Company to achieve performance targets for the year. Accordingly, revenue recognition is considered to be a key audit matter.	Testing the design, implementation and operating effectiveness of the Company''s general IT controls and key IT application / manual controls over the Company''s systems, with the assistance of our IT specialists. These IT systems enable recording of revenue and computing discounts and volume rebates in the general ledger accounting system; Performing substantive testing (including for period end cut-off) by selecting statistical samples of revenue transactions recorded for the year and agreeing to the underlying documents, which included sales invoices and shipping documents; Performing substantive testing by agreeing statistical samples of discounts and rebate accruals and disbursements to underlying documents; Performing a retrospective assessment of discounts and rebate accruals with prior period to evaluate the historical accuracy; and Assessing manual journals posted to revenue to identify unusual items.
Intangible Assets -impairment assessment	Our audit procedures included:
(Refer note 4 to the standalone financial statements).	Evaluating design and implementation and testing operating effectiveness of controls over the Company''s process of impairment
The carrying amount of brands (indefinite life intangible assets) represent 9% of the Company''s total assets.	assessment and approval offorecasts; Assessing the valuation methodology and challenging the
The annual impairment testing of these intangible assets by	assumptions used, in particular those relating to forecast revenue
the Company involves significant estimates and judgment	growth and earnings, weighted average cost of capital and royalty
due to the inherent uncertainty involved in forecasting and discounting future cash flows.	rates, with the assistance of our valuation specialists; Assessing the reliability ofthe financial projections prepared bythe
Accordingly, impairment assessment of intangible assets is	Company by comparing projections for previous financial years with
considered to be a key audit matter.	actual results realized and analysis ofsignificant variances; Performing sensitivity analysis on the assumptions noted above; and Evaluating the adequacy of disclosures in respect of the intangible assets in the standalone financial statements.

Company''s annual report, but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the

the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit ofthe standalone financial statements, our responsibility is to read the

completeness ofthe accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based 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 in this regard.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and

influence the economic 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 maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement

of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) ofthe Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalonefinancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements ofthe current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be 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 Section 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 extent applicable.

2. (A) As required by Section

143(3) of the Act, we report that:

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

b) In our opinion, proper books of account as required by law have

been kept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on

31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act.

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

(B) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, in our opinion and to the

best of our information and according to the explanations given to us:

a) The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its standalone financial statements - Refer Note 42

to the standalone financial statements.

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2022.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d) (i) The management

has represented that, to the best of its knowledge and belief, as disclosed in Note 51 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed

funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

â¢ directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or

â¢ provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its knowledge and belief, as disclosed in Note 52 to the standalone financial statements, no funds have been

received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

â¢ directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or

â¢ provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any material misstatement.

e) The Company has neither declared nor paid any dividend during the year.

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company

to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 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

Vijay Mathur

Partner

Membership No: 046476 UDIN: 22046476AJFSBE3398

Mumbai: 19 May 2022

Mar 31, 2021

To the Members of

Godrej Consumer Products Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Godrej Consumer Products Limited ("the Company"), which comprise the standalone balance sheet as at 31 March 2021, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary ofthe significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according

to the explanations given to us, i the aforesaid standalone financial statements give the information required by the Companies Act,

2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities 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 on the Standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matters:
The key audit matter	How the matter was addressed in our audit
Revenue recognition	Our audit procedures included:
(Refer note 30 to the standalone financial statements) Revenue is measured net of any discounts and rebates.	Assessing the compliance of revenue recognition accounting policies, including those relating to discounts and rebates, with reference to Ind AS115 Revenue from contracts with customers
Recognition and measurement of discounts and rebates accruals at year end, involves judgement and estimates. This leads to a risk of revenue being misstated due to inaccurate estimation over discounts and volume rebates.	(applicable accounting standard);

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other

Revenue is recognised when the control ofthe products being sold has transferred to the customer. There is a risk of revenue being overstated on account of manipulation in the timing of transfer of control, due to the pressure on the Company to achieve performance targets, at the reporting period end.	Testing the design, implementation and operating effectiveness ofthe Company''s key manual application controls and general IT controls and key IT application controls overthe Company''s systems, with the assistance ofour IT specialists. These IT systems enable recording of revenue (including period end cut-off) and computing discounts and volume rebates in the general ledger accounting system;
Accordingly, revenue recognition is considered to be a key audit matter.	Performing substantive cut-off testing by selecting statistical samples of revenue transactions recorded at year-end and agreeing to the underlying documents, which included sales invoices and shipping documents;
	Performing a retrospective assessment of discounts and rebate accruals with prior period to evaluate the historical accuracy;
	Performing substantive testing by agreeing statistical samples of discounts and rebate accruals to underlying documents;
	Assessing manual journals posted to revenue to identify unusual items.
Intangible Assets -impairment assessment	Our audit procedures included:
(Refer note 4 to the standalone financial statements). The carrying amount of brands (indefinite life intangible assets) represent 10%of the Company''s total assets.	Assessing the valuation methodology and challenging the assumptions used, in particular those relating to forecast revenue growth and earnings, weighted average cost of capital and royalty rates, with the assistance of our valuations specialists;
The annual impairment testing of these intangible assets by the Company involves significant estimates and judgment due to the inherent uncertainty involved in forecasting and discounting future cash flows. Accordingly, impairment assessment of intangible assets is considered to be a key audit matter.	Assessing the reliability of the financial projections prepared by the Company by comparing projections for previous financial years with actual results realized and analysis ofsignificant variances, if any; Performing sensitivity analysis on the assumptions noted above; and Evaluating the adequacy of disclosures in respect of the intangible

Other Information

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and our auditors'' report thereon.

information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to

Management''s and Board of Directors'' Responsibility for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) ofthe Act, we are also responsible for expressing our opinion on whether

the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management and Board of Directors.

â¢ Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall

presentation, structure and content ofthe standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements ofthe current period and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order") issued by the Central Government in terms of section 143 (11) ofthe Act, we give in the "Annexure A"

a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section

143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have

been kept by the Company so far as it appears from our examination of those books.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on

31 March 2021

taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors'' Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company

has disclosed the impact of pending litigations as at 31 March 2021 on its financial position

in its standalone financial statements - Refer Note 42 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2021;

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

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to

30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended

31 March 2021.

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 ofthe Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe 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

Vijay Mathur

Partner

Membership No: 046476 UDIN: 21046476AAAADB1901

Mumbai: 11 May 2021

Mar 31, 2019

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Godrej Consumer Products Limited (âthe Companyâ), which comprise the standalone balance sheet as at 31 March 2019, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and profit and other comprehensive income, changes in equity and its cash flows for the 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 are further described in the Auditorâs Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities 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.

Key Audit Matters

The key audit matter	How the matter was addressed in our audit
Revenue recognition (refer note 27 to the standalone financial statements)	Our audit procedures included: - Assessing the appropriateness of the revenue
Revenue is measured net of discounts and rebates/schemes	recognition accounting policies, including those relating
earned by customers on the Companyâs sales.	to discounts and rebates/schemes by comparing with applicable accounting standards.
Due to the Companyâs presence across different marketing
regions within the country and the competitive business	- Testing the design, implementation and operating
environment, the estimation of the various types of	effectiveness of the Companyâs general IT controls and
discounts, incentives and rebate schemes to be recognised	key IT/manual application controls over the Companyâs
based on sales made during the year is material and	systems which govern recording of revenue and
considered to be judgmental.	rebates/schemes in the general ledger accounting system.
Therefore, there is a risk of revenue being misstated as a
result of faulty estimations over discounts, incentives and	- Performing substantive testing (including year-end
rebates.	cut-off testing) by selecting samples of revenue transactions recorded during the year (and before and
Revenue is recognised when the control of the products	after the financial year end) by verifying the underlying
being sold has transferred to the customer. There is a risk of	documents, which included sales invoices/contracts
revenue being overstated due to fraud through manipulation	and shipping documents. We compared the historical
on the timing of transfer of control resulting from the	discounts, rebates/schemes and allowances to current
pressure on management to achieve performance targets at	payment trends. We also considered the historical
the reporting period end.	accuracy of the Companyâs estimates in previous years.

	- Performing substantive testing by checking samples of rebate/schemes transactions to supporting documentation.
	- We assessed manual journals posted to revenue to identify unusual items.
	- Considering the adequacy of the Companyâs disclosures in respect of revenue.
The key audit matter	How the matter was addressed in our audit
Intangible Assets - impairment evaluation of indefinite life intangibles (refer note 4 to the standalone financial statements) The carrying amount of indefinite life intangible assets represent 12 % of the Companyâs total assets. We consider the recoverability assessment of such intangible assets, including the review of indefinite useful life by management to involve significant estimates and judgement, due to the inherent uncertainty involved in forecasting and discounting future cash flows. Further due to their materiality in the context of total assets of the Company this is considered significant to our overall audit strategy and planning.	Our audit procedures included: - Assessing the valuation methodology and evaluating and challenging the reasonableness of the assumptions used, in particular those relating to forecast revenue growth, discount rate and royalty rates, with the assistance of our valuations team; - Performing sensitivity analysis on the assumptions noted above; and - Considering the adequacy of disclosures in respect of these intangible assets.
The key audit matter	How the matter was addressed in our audit
Investments in Subsidiaries and Associates - impairment evaluation (refer note 5 to the standalone financial statements) The carrying amount of the investments in subsidiaries and associates held at cost less impairment represents 44 % of the Companyâs total assets. We do not consider the valuation of these investments to be at a high risk of significant misstatement, or to be subject to a significant level of judgement. Further due to their materiality in the context of total assets of the Company, this is considered to be significant to our overall audit strategy and planning.	Our audit procedures included: - Comparing the carrying amount of investments with the relevant subsidiaries / associates balance sheet to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount and assessing whether those subsidiaries/associates have historically been profit-making; - Considering the adequacy of disclosures in respect of investments in subsidiaries and associates.

Other Information

The Companyâs management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companyâs annual report, but does not include the financial statements and our auditorsâ report thereon.

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

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

Managementâs Responsibility for the Standalone Financial Statements

The Companyâs management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic 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 maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements (Continued)

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorsâ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorsâ Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of section 143 (11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(A) As required by section 143(3) of the Act, we report that:

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of section 164(2) of the Act.

(B) With respect to the other matters to be included in the Auditorsâ 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 the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31 March 2019 on its financial position in its standalone financial statements - Refer Note 38 to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts-Refer Note 24 to the standalone financial statements ;

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

iv. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended 31 March 2019.

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

Annexure A to the Independent Auditorâs Report - 31 March 2019 (Referred to in our report of even date)

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were physically verified by the management during the year and the discrepancies reported on such verification were not material and have been properly dealt with in the books of account. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets.

(c) According to the information and explanations given to us, the title deeds of immovable properties, as disclosed in Note 3 to the standalone financial statements are held in the name of the Company.

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

(iii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act.

The Company has complied with the provisions of Section 186 of the Act in respect of investments made or guarantees provided to the parties covered under Section 186. The Company has not granted any loans or provided any security to the parties covered under Section 186 of the Act.

(v) The Company has not accepted deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed thereunder apply. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under sub section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, duty of customs, goods and service tax, cess, and other material statutory dues were in arrears as at 31 March 2019 for a period of more than six months from the date they became payable.

Also, refer note 38 (e) to the standalone financial statements.

(b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax and goods and service tax which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned in the Appendix I to this report.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions. The Company does not have any loans or borrowings from Government, nor has it issued any debentures.

(ix) The Company has not raised any money by way of initial public offer, further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of paragraph 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 the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

(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.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable. The details of such related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

Appendix I

Name of the Statute	Nature of dues	Amount in crores* (Rs.)	Period to which amount relates	Forum where dispute is pending
Central Sales tax Act	Sales tax (including	26.67	2002 to 2018	Supreme Court
and Local Sales tax Act	interest and penalty, if	10.33	1999 to 2016	High court
		9.28	2000 to 2016	Tribunal
		2.00	2007 to 2017	Joint Commissioner (Appeal)
		5.42	2002 to 2014	Appellate authority
		3.42	2002 to 2016	Assessing Officer
		0.17	1997 to 2007	Appellate Assistant Commissioner
		2.63	2013-14 2014-15	Additional Commissioner of State Taxes (Appeal)
		1.26	2004 to 2007	Appellate and Revisional Board
		1.15	2005-06, 2009-10 and 2014-15	Deputy Commissioner
		0.21	1998-99	Deputy Commissioner (Appeals)
The Central Excise Act	Excise duty (including	38.25	2007-08 to 2010-11	Commissioner of Central Excise
	interest and penalty, if	5.98	2004 to 2019	Commissioner (Appeals)
		51.04	2007 to 2017	Customs, Excise and Service Tax Appellate Tribunal of various states
		8.31	1993-1996	Supreme Court
Income tax Act, 1961	Income tax (including	8.64	2005 to 2010	High court
	interest and penalty, if applicable)	5.73	2005 to 2014	Income tax Appellate Tribunal

*Net of amounts paid in protest.

Annexure B to the Independent Auditorsâ report on the standalone financial statements

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (Referred to in paragraph 1 (A) (f) under âReport on Other Legal and Regulatory Requirementsâ section of our report of even date)

Opinion

We have audited the internal financial controls with reference to standalone financial statements of Godrej Consumer Products Limited (âthe Companyâ) as of 31 March 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls were operating effectively as at 31 March 2019, 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the âGuidance Noteâ).

Managementâs Responsibility for Internal Financial Controls

The Companyâs 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 companyâs 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 (hereinafter referred to as âthe Actâ).

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

Auditorsâ Responsibility (Continued)

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls with reference to standalone financial statements.

Meaning of Internal Financial controls with Reference to Financial Statements

A companyâs internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to Financial Statements

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

For B S R & Co. LLP

Chartered Accountants

Firmâs Registration No: 101248W/W-100022

Vijay Mathur

Partner

Membership No: 046476

Mumbai : 3 May 2019

Mar 31, 2018

INDEPENDENT AUDITORâS REPORT

TO THE MEMBERS OF GODREJ CONSUMER PRODUCTS LIMITED Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial

statements of Godrej Consumer Products Limited (âthe Companyâ), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the âStandalone Ind AS financial statementsâ)

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs, profit (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companyâs ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditorâs Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We are also responsible to conclude on the appropriateness of managementâs use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entityâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditorâs report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion.

Our conclusions are based on the audit evidence obtained up to the date of the auditorâs report. However future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs of the Company as at 31 March 2018, its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Other matters

The comparative financial information of the Company for the year ended 31 March 2017 prepared in accordance with Ind AS included in these standalone Ind AS financial statements have been audited by the predecessor auditor who had audited the financial statements for the relevant period. The report of the predecessor auditor on the comparative financial information dated 9 May 2017 expressed an unmodified opinion. Our opinion is not modified in respect of this matter, Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order,

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the other matters to be included in the Auditorâs 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 the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements; - Refer Note 40 to the standalone Ind AS financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company,

iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018.

ANNEXURE A TO THE INDEPENDENT AUDITORâS REPORT

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

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of three years.

In accordance with this programme, certain fixed assets were physically verified by the management during the year and the discrepancies reported on such verification were not material and have been properly dealt with in the books of account. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets.

(c) According to the information and explanations given to us, the title deeds of immovable properties, as disclosed in Note 3 to the standalone Ind AS financial statements are held in the name of the Company.

(iii) In our opinion and according to the information and explanations given to us, the

Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicable to the Company.

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

(v) The Company has not accepted deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed there under apply. Accordingly, paragraph (v) of the Order is not applicable to the Company,

(vi) We have broadly reviewed the records maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under sub section (1) of Section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess, professional tax and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employeesâ state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess, professional tax and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(viii) The Company does not have any loans or borrowings from any bank or Government, nor has it issued any debentures. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions.

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

(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

Annexure A to the Independent Auditorâs Report - 31 March 2018 (Referred to in our report of even date) Appendix I

Name of the Statute	Nature of dues	Amount in	Period to which	Forum where dispute is
		crores*	amount relates	pending
		(Rs,)
Central Sales tax Act and	Sales tax (including interest and	23.88	2002 to 2014	Supreme Court
Local Sales tax Act	penalty, if applicable)	9.78	1999 to 2010	High court
		0.59	2007 to 2017	Joint commissioner
		1.40	2009-10 2012-13	Joint commissioner (Appeal)
		5.30	2006 to 2014	Appellate authority
		2.42	2010 to 2016	Assessing Officer
		0.17	2005-06 2006-07	Appellate Assistant Commissioner
		2.09	2005 to 2007 2015-16	Assistant Commissioner
		1.26	2004-05 2006-07	Appellate and Revisional Board
		1.15	2009-10 and 2014-15	Deputy Commissioner
		0.21	1998-99	Deputy Commissioner (Appeals)
		2.33	2000 to 2015	Tribunal
The Central Excise Act	Excise duty (including interest and penalty, if applicable)	38.29	2007-08 to 2010-11	Commissioner of Central Excise
		6.62	2004 to 2015	Commissioner (Appeals)
		69.35	2006 to 2015	Customs, Excise and Service Tax Appellate Tribunal of various states
		8.31	1993-1996	Supreme Court
Income tax Act, 1961	Income tax (including interest and	8.63	2005 to 2010	High court
	penalty, if applicable)	5.68	2005 to 2006	Income tax Appellate Tribunal

not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable. The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required by

the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on our examination of the records, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company,

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company,

Annexure B to the Independent Auditorâs Report- 31 March 2018 on Standalone Ind AS Financial Statements

(Referred to in our report of even date)

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Act

We have audited the internal financial controls over financial reporting of Godrej Consumer Products Limited (âthe Companyâ) as of 31 March 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria 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 (the âGuidance Noteâ) issued by the Institute of Chartered Accountants of India (âICAIâ). 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 Companyâs 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 (âthe Actâ).

Auditorâs Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial control system over financial reporting.

Reporting

A companyâs internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs 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 financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by ICAI.

For B S R & Co LLP

Chartered Accountants

Firmâs Registration No.101248W/ W-100022

Vijay Mathur

Partner

M. No.: 046476

Mumbai: May 08, 2018

Mar 31, 2017

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of GODREJ CONSUMER PRODUCTS LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''Standalone Ind AS financial statementsâ).

Managementâs Responsibility for the Standalone Ind AS Financial Statements

The Companyâs Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act, read with relevant rules issued thereunder,

This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit,

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement,

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements,

We believe that the audit evidence we have obtained is sufficient and appropriate to provide 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 explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at March 31, 2017 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date,

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order,

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books,

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account,

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act, read with relevant rules issued thereunder,

e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act,

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B,

i, The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 40 to the standalone Ind AS financial statements,

ii, The Company did not have any material foreseeable losses on long term contracts including derivative contracts requiring provision under the applicable law or accounting standards,

iii, There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company,

iv, The Company has provided requisite disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016, Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 47 to the standalone Ind AS financial statements,

ANNEXURE A TO THE INDEPENDENT AUDITORâS REPORT

Referred to in Para 1 âReport on Other Legal and Regulatory Requirementsâ in our Independent Auditorsâ Report to the members of the Company on the standalone Ind AS financial statements for the year ended March 31, 2017.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditorâs Report) Order, 2016:

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals, In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company,

ii) The Management has conducted physical verification of inventory (excluding stocks lying with third parties) at reasonable intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable. The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties listed in the register maintained under section 189 of the Companies Act. Accordingly, the provisions of sub-clause (a), (b) and (c) of paragraph 3 (iii) of the Order are not applicable, to the Company,

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to investments made, guarantees given and securities provided,

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 73 to 76, or any other relevant provisions of the Companies Act and the rules framed there under. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal,

vi) We have broadly reviewed the books of accounts and records maintained by the Company in respect of manufacture of products covered under the Rules made by the Central Government for maintenance of cost records, under section 148 (i) of the Companies Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained, We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete,

vii) a) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues, including dues pertaining to provident fund, employeesâ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities, wherever applicable and there are no such outstanding dues as at March 31, 2017, for a period of more than six months from the date they became payable,

b) According to the information and explanations given to us and the records of the Company examined by us, dues of income tax, sales tax, service tax, customs duty and excise duty not deposited on account of dispute are as follows:

Name of Statute Nature of Dues				Amount (Rs.)	Period	Forum where Dispute is pending
Central Excise Act, 1944	Duty on one to one correlation in terms of excisable material purchased and cleared final product with reference to the said material wherein the benefit under notification No, 32 of 99 availed			3,824,264	2002-03	The Hon''ble Supreme Court of India
				7,302,990	2001-03	The Hon''ble Supreme Court of India
	CENVAT credit availed on Capital Goods			1,755,920	2007-08	CESTAT, Chennai
				86,115	2002-03
	Advertisement Service- Credit availed as Input			2,837,962	2008-09	Commissioner of Central Excise (Appeals)
	Input Service Tax Distribution Credit availed			3,219,974	2006-08	Commissioner of Central Excise (Appeals)
	Service Tax not paid on Royalty (Foreign Payment)			27,167,930	2004-08	Commissioner of Central Excise (Appeals)
	Cenvat credit availed on goods received from Emox			64,146,884	2007-08	CESTAT, Chennai
	Valuation of Soap Noodles transferred from Malanpur factory to Himachal Pradesh factories			144,754,226	2007-12	CESTAT, Delhi
	Cenvat credit on input services availed based on the invoices issued by suppliers to the branches prior to registration,			543,416	2007-12	CESTAT, Chennai
	Allegations of non- manufacturing of shoe polish brush			6,174,082	2011-12	CESTAT, Chennai
	Valuation of Mosquito Repellant supplied from Guwahati factories to Emox Puducherry			55,307,174	2008-12	CESTAT, Kolkata
			Excise valuation dispute on account of non compete fees and trademark license fees paid by PGG (JV between Godrej Soaps Limited and Proctor and Gamble) to Godrej	103,600,000	1993-96	The Hon''ble Supreme Court of India
		Distribution of Cenvat Credit by Head Office to		243,129,676	2008-12	Commissioner of Central Excise
		Other Factories		196,719,214	2006-12	CESTAT, Chennai
		Valuation of PHD - Differential demand between Section 4 and 4A valuation		78,976,342	2008-14	Commissioner of Central Excise
		Valuation of Combi pack which are marked as Goods for Export		3,045,410	2007-08	CESTAT, Chennai
Central Excise Act,1994		Violation of Target Plus Scheme of Customs		8,249,528	2007-08	CESTAT, Chennai
		CENVAT credit availed on the grounds of valuation methodology adopted by one plant while transferring goods from Lokhra plant		14,7762,862	2008-13	CESTAT, Chennai
		Self credit taken by Sikkim Unit denied by Asst Commissioner		26,044,314		Commissioner Appeals
		CENVAT credit availed on supplementary invoices issued by GCPL to Emox upon payment of differential duty by GCPL,		4,456,848	2009-10	CESTAT, Chennai
		CENVAT credit availed on account of account of trading activity conducted		37,845,678	2009-12	CESTAT, Mumbai
		Recovery of Service tax on processing activity done by Colortek for Lokhra operations		43,394,056	2009-14	CESTAT, Kolkata
			Service Tax on Business Support Service provided by third party	37,552,534	2009-14	CESTAT, Kolkata
		Cenvat Credit disallowance on outward transportation		225,200	2014-15	Commissioner of Central Excise (Appeals), Kolkata
		Utilisation of Cenvat credit to pay Education Cess and Higher Education Cess demanded back by authorities		22,934,798	2010-16	Commissioner of Central Excise (Appeals), Kolkata
		Others		951,996	2007-08	CESTAT, New Delhi
				282,382	2008-09	CESTAT, Kolkata
				442,266	2003-04	Commissioner of Central Excise (Appeals), Chennai
				425,056	2007-08	Commissioner Excise

Central Sales Tax	Sales Tax Dues on account of Classification	34,232,967	2005-07	Appellate Authority
Act, 1956	Head		2009-13
& Value Added Tax Act of Various States		82,519,288	1996-97 2005-09 2011-12	Assessing Officer
		3,278,512	2008-2014	Appellate Deputy Commissioner, Vizag and Hyderabad
		19,918,004	2009-2011	Commissioner Commercial Taxes, Ernakulum
		2124000	1998-99	Deputy Commissioner Appeals
		39,157,279	2006-09	High Court, Rajasthan
		187,351,651	2005-15	High Court, Andhra Pradesh
		2,396,904	2000-05 2006-07	High Court, Madhya Pradesh
		784,488	2014-15	Joint Commissioner Appeals, Chennai
		12,462,631	2012-13	Joint Commissioner Appeals, Uttarakhand
		18,993,960	2015-16	Assistant Commissioner
		16,448,458	2013-15	Uttar Pradesh Tribunal
		555,281	2013-2015	Andhra Pradesh Tribunal
		1,642,753	2000-02 2005-06	Bihar Tribunal
		2369744	2013-14	Madhya Pradesh Tribunal
		3,208,868	2003-05	Supreme Court of India
Central Sales Tax	Check post case	1,610,000	2010-11	Appellate Authority
Act, 1956 & Value Added Tax Act of Various States	Entry Tax	19,724,486	2005-08 2010-13	Appellate Authority
Act, 1956 & Value Added Tax Act of Various States		5,790,286	2005-13	Assessing Officer
		1,451,267	1999-00 2005-06	Madhya Pradesh High Court
	Non submission of C and F Forms	4,415,747	2002-11 2012-13	Assessing Officer
		1,048,019	1997-99 2004-09	Appellate Authority
		19,449,405	2009-10	Andhra Pradesh High Court
		6,867,888	2003-04	Karnataka High Court
		8,212,639	2009-10	Kolkata High Court
	Truck Detention cases	314,721	2004-05	UP. High Court
		3,126,227	2004-05 2007-10 2013-17	Assessing Officer
		370,953	2013-14	Appellate Authority
	Other Sales Tax Dues	34,737,177	2001-12	Appellate Authority, West Bengal;
			2013-14	High Court, Andhra Pradesh and Tamil Nadu; Assessing Officer; Joint Commissioner (Appeals), Mumbai; Tribunal, Bihar and UP.
Income Tax Act,	Demand based on the order of regular	1,082,401	AY 2010-11	Income - tax Appellate Tribunal
1961	assessment u/s 143(3) of the Act,
	Income-tax in dispute pertaining to erstwhile	92,200	AY 2006-07	High Court
	Godrej Household Products Limited,	99,136,617	AY 2006-07 to 2010-11	Income tax Appellate Tribunal

viii) According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of loans or borrowings to financial institutions, banks or debenture holders. There were no loans or borrowings taken from the government during the year,

ix) According to the information and explanations given to us and the records examined by us, no moneys were raised either by way of initial public offer or further public offer (including debt instruments) or term loans by the Company during the year,

x) Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no material fraud on, or by the Company, has been noticed or reported during the year,

xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act,

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,

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards,

xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year,

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him, Accordingly, paragraph 3(xv) of the Order is not applicable,

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and hence the provisions of paragraph 3(xvi) of the Order is not applicable,

For KALYANIWALLA & MISTRY

Chartered Accountants

Firm Registration No, 104607W

Roshni R. Marfatia

Partner

M, No,: 106548

Mumbai: May 9, 2017

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GODREJ CONSUMER PRODUCTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to:

i) Note 12(b) regarding the Scheme of Amalgamation of the erstwhile Godrej Household Products Limited with the Company approved by The Hon'ble High Court of Judicature at Bombay, whereby an amount of Rs. 52.75 crore for the year ended March 31, 2015, equivalent to the amortisation of the Goodknight and Hit Brands is directly debited to the General Reserve Account instead of debiting the same to the Statement of Profit and Loss as per the provisions of AS 26,The said accounting treatment is in accordance with the accounting treatment prescribed in the Order of the High Court of Mumbai dated February 28, 2011 under section 394 of the Companies Act, 1956.

Had this amount been charged to the Statement of Profit and Loss, the profit for the year ended March 31, 2015, would have been lower by Rs. 52.75 crore and the General Reserve would have been higher by Rs. 52.75 crore.

ii) Note 23 on other income for the year ended March 31, 2015 including the recovery of loan amounting to Rs. 25.25 crore from GCPL ESOP Trust which was earlier written off and debited to Reserves under a Court approve Scheme of Amalgamation.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) Except for the matters descried in sub-paragraph (i) of Emphasis of Matter paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor'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 the explanations given to us:

i. The financial statements disclose the impact of pending litigations on the financial position of the Company - Refer Note 32 to the financial statements.

ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts requiring provision under the applicable law or accounting standards.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in Para 1 'Report on Other Legal and Regulatory Requirements' in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended March 31, 2015 :

i) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b) The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets.The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

ii) a) The Management has conducted physical verification of inventory (excluding stocks lying with third parties) at reasonable intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and the book records.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act. Therefore, the provisions of sub-clause (a) and (b) of paragraph 3 (iii) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 73 to 76, or any other relevant provisions of the Companies Act and the rules framed thereunder. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal.

vi) We have broadly reviewed the books of accounts and records maintained by the Company in respect of manufacture of products covered under the Rules made by the Central Government for maintenance of cost records, under section 148 (i) of the Companies Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii) a) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues, including dues pertaining to provident fund, Employees' State Insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise , value added tax, cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, dues of income tax, sales tax, service tax, customs duty and excise duty not deposited on account of dispute are as follows:

Name of Statute Nature of Dues

Central Excise Duty on one to one correlation in terms of Act, 1944 excisable material purchased and cleared final product with reference to the said material wherein the benefit under notification No. 32 of 99 availed CENVAT credit availed on Capital Goods

Advertisement Service - Credit availed as Input Input Service Tax Distribution Credit availed Service Tax not paid on Royalty (Foreign Payment) Cenvat credit availed on GTA Cenvat credit availed on goods received from Emox

Valuation of Soap Noodles transferred from Malanpur factory to Himachal Pradesh factories Cenvat credit on input services availed based on the invoices issued by suppliers to the branches prior to registration.

Central Excise Allegations of non- manufacturing of shoe polish Act, 1944 brush Valuation of Mosquito Repellent supplied from Guwahati factories to Emox Puducherry Excise valuation dispute on account of non- compete fees and trademark license fees paid by PGG (JV between Godrej Soaps Limited and Proctor and Gamble) to Godrej Distribution of Cenvat Credit by Head Office to Other Factories Valuation of Soap Noodles transferred from Malanpur factory to Himachal Pradesh factories Valuation of PHD - Differential demand between Section 4 and 4A valuation Valuation of Combipack which are marked as "Goods for Export" Violation of Target Plus Scheme of Customs CENVAT credit availed on Transportation Services CENVAT credit availed on the grounds of valuation methodology adopted by one plant while transferring goods from Lokhra plant CENVAT credit availed on supplementary invoices issued by GCPL to Emox upon payment of differential duty by GCPL. CENVAT credit availed on account of trading activity conducted CENVAT credit availed on Capital Goods because same is not availed in the month which it pertains to Others

Central Sales Sales Tax Dues on account of Classification Head Tax Act, 1956 & Value Added Tax Act of Various Sales Tax Dues States Central Sales Tax Dues Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head

Central Sales Tax Dues Central Sales Tax Dues Sales Tax Dues on account of Classification Head Sales Tax Dues on account of Classification Head Sales Tax Dues on account of Classification Head Sales Tax Dues on account of Classification Head EntryTax Entry Tax

Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head Central Sales Tax Dues Sales Tax Dues

Sales Tax Dues Sales Tax Dues Sales Tax Dues

Sales Tax Dues Central Sales Tax Dues Interest on Sales Tax Dues Sales Tax Dues Sales Tax Dues Central Sales Tax Dues & Others

Sales Tax Dues Sales Tax Dues on account of Classification Head Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head Sales Tax Dues Sales Tax Dues Checkpost Sales Tax Dues Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head

Central Sales Tax Dues

Sales Tax Dues

Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head

Sales Tax Dues on account of Classification Head

Entry Tax

Entry Tax

Entry Tax

Other Sales Tax Dues

Income Tax Act, Demand based on the order of regular assessment 1961 u/s 143(3) of the Act. Demand based on the order of regular assessment u/s 143(3) of the Act. Income-tax in dispute pertaining to erstwhile Godrej Household Products Limited.

Name of Statute Nature of Dues Amount Period (Rs.)

Central Excise Act, 1944 1,912,132 2002-04

3,651,495 2000-03

1,755,920 2009-10 86,115 2002-03

1,418,981 2008-09 1,609,987 2006-08 27,167,930 2004-08 2,475,925 2006-08 64,146,884 2007-08

155,393,836 2007-11 543,416 2007-12

Central Excise Act, 1944 6,174,082 2007-12

55,307,174 2008-12

51,800,000 1993-96

121,564,838 2008-12

31,851,841 2011-12

66,897,878 2011-13

1,522,705 2007-08

4,124,764 2007-08 311,754 2011-12 73,881,431 2008-12

1,114,212 2009

18,922,839 2008-12

940,000 Aug-12

976,000 2007-08 212,528 2007-08 141,191 2008-09 221,133 2003-04 877,690 2006-07

Central Sales Tax Act, 1956 & 39,157,279 2006-07 Value Added Tax 2007-08 Act of Various 2008-09 States 689,121 2004-05

579,562 2004-05 642,305 1999-00 2001-02 6,340,450 2003-04 2004- 05 2005- 06

789,432 2006-07 6,600,000 2005-06 6,000,940 2000-01 9,009,696 2001-02 3,607,688 2002-03 497,261 2005-06 1,000,585 2005-08 2,254,849 1999-00 2005- 06 2006-07 16,580,938 2005-06 2006-07 2007-08 2008-09

22,449,405 2009-10 160,178 2004-05 1,406,850 2005-06 2006-07 700,728 2005-06 258,056 2006-07 1,146,028 2002-03 2003-04 2004-05 1,465,192 2005-06 256,482 2005-06 1,207,000 2001-02 510,000 2002-03 1,757,925 2006-07 1,190,919 2005-06

2006-07

2007-08 2013-14

10,641,000 2004-05 16,838,252 2007-08 4,838,279 2008-09 2009-10 2010-11 9,044,088 2005-06 2006-07 2007-08 2008-09

25,809,827 2010-11 11,693,000 2006-07 394,000 2006-07 1,610,000 2010-11 3,073,427 2009-10 228,973,669 2010-11 2011-12 86,380,815 2010-11 2011-12 27,155,975 2012-13 2013-14 63,651,140 2011-12

2012-13 57,681 2011-12 539,028 2008-09 555,281 2013-14 650,541 2011-12 883,023 2012-13 10,985,048 2005-06 12,586,720 2006-07 8,601,779 2007-08 5,502,678 2002-13

Income Tax Act, 1961 8,101,491 AY 2009-10 11,020 AY 2007-08 3,266,327 AY 2005-06

Name of Statute Forum where Dispute is pending Nature of Dues

Central Excise The Hon'ble Supreme Court of India Act, 1944 The Hon'ble Supreme Court of India

Commissioner of Central Excise (Appeals)

Commissioner of Central Excise (Appeals) Commissioner of Central Excise (Appeals) Commissioner of Central Excise (Appeals) Assessing Authority CESTAT, Chennai Adjudicating Authority Commissioner of Central Excise (Appeals)

Central Excise Commissioner of Central Excise (Appeals) Act, 1944 CESTAT, Kolkata The Hon'ble Supreme Court of India

CESTAT, Delhi

Adjudicating Authority

CESTAT, Kolkata

CESTAT, Chennai

CESTAT, Chennai Adjudicating Authority CESTAT, Chennai Adjudicating Authority

CESTAT, Chennai

Adjudicating Authority

CESTAT Sales Tax Authority CESTAT, Kolkata Commissioner of Central Excise (Appeals) CESTAT, Chennai

Central Sales Jaipur High Court Tax Act, 1956 & Value Added Tax Act of Various Uttar Pradesh Tribunal States Uttar Pradesh Tribunal Jammu Tribunal

The Hon'ble Supreme Court of India

Assessing Authority Appellate Revision Board Bihar Tribunal Bihar Tribunal Bihar Tribunal Assessing Authority OrissaTribunal Madhya Pradesh High Court

Andhra Pradesh High Court

Andhra Pradesh High Court Deputy Commissioner (A) Deputy Commissioner (A)

Deputy Commissioner (A) Deputy Commissioner (A) Deputy Commissioner Sales Tax Nagpur

Joint Commissioner (A) Deputy Commissioner (A) Chennai High Court Additional Commissioner (Appeals) Joint Commissioner (A) West Bengal Tribunal

Appellate Revision Board

Allahabad High Court

Assessing Authority

Andhra Pradesh High Court

Andhra Pradesh High Court Deputy Commissioner Assessing Authority Additional Commissioner (Appeals) Assessing Authority Orissa Tribunal

Orissa Tribunal

Orissa Tribunal

Andhra Pradesh High Court

Deputy Commissioner (Appeals), Jaipur

Deputy Commissioner (Appeals), Jammu

Deputy Commissioner (Appeals), Hyedrabad

Deputy Commissioner III, Haldwani

Deputy Commissioner III, Haldwani

Deputy Commissioner (Appeals)

Deputy Commissioner (Appeals)

Deputy Commissioner (Appeals)

Uttar Pradesh Tribunal,

Deputy Commissioner (A),

Commissioner of Commercial Taxes,

Addt Commissioner (A),

Jammu Tribunal,

Assessing Authority,

Madhya Pradesh High Court,

Joint Commissioner (A),

Delhi Tribunal,

West Bengal Tribunal,

Addl. Commissioner (A)Mohali.

Income Tax Act, Income - tax Appellate Tribunal 1961 High Court

CIT (Appeal)

c) According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii) The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

ix) According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks or debenture holders. There were no dues to financial institutions during the year.

x) According to the information and explanations given to us and based on the documents and records produced before us, the terms and conditions of guarantees given by the Company for loans taken by its subsidiaries from banks are prima facie not prejudicial to the interest of the Company

xi) According to the information and explanations given to us and the records examined by us, the Company has not obtained any term loans.

xii) Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the company, has been noticed or reported during the year.

For KALYANIWALLA & MISTRY CHARTERED ACCOUNTANTS Firm Registration No. 104607W

ROSHNI R. MARFATIA PARTNER M. No.: 106548 Mumbai: April 28, 2015

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of GODREJ CONSUMER PRODUCTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the profits of the Company for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Emphasis of Matter

We draw attention to the Note 13 to the Financial Statements for the year ended March 31, 2013, regarding the Scheme of Amalgamation of the erstwhile Godrej Household Products Limited with the Company approved by The Hon''ble High Court of Judicature at Bombay whereby an amount of Rs. 52.75 crore for the year ended on March 31, 2013, equivalent to the amortisation of the Goodknight and Hit Brands is directly debited to the General Reserve Account instead of debiting the same to the Statement of Profit and Loss. Had this amount been charged to the Statement of Profit and Loss, the profit for the year ended on March 31, 2013, would have been lower by Rs. 52.75 crore and the General Reserve would have been higher by Rs. 52.75 crore.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Independent Auditors'' Report

As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

c) In our opinion, there have been no significant disposals of fixed assets during the year which affect the going concern assumption.

2. Inventory:

a) The Management has conducted physical verification of inventory (excluding stocks lying with third parties) at reasonable intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and the book records.

3. Loans and Advances:

a) The Company has granted unsecured loan to a company listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7.18 crore and the closing balance amounted to Rs. Nil.

b) In our opinion, the rate of interest and other terms and conditions on which the unsecured loan had been granted to the company listed in the register maintained under section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company.

c) The Company to whom the Company had granted the loan has repaid the principal amount as well as the interest as stipulated.

d) There is no overdue amount of loans granted to companies / parties listed in the register maintained under Section 301 of the Companies Act, 1956.

e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. Transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the books of account and records maintained by the Company in respect of manufacture of Organic and Inorganic Chemicals and Engineering machinery (Including electrical and electronic products) pursuant to the Rules made by the Central Government for maintenance of cost records, under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for any other products of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, the Company is regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other statutory dues with the appropriate authorities. We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty or Cess outstanding on account of any dispute, other than the following:

Name of Statute Nature of Dues Amount (Rs.)

Central Excise Act, 1944 Rate differences on account of soap 6,154,000 scrap

Duty on one to one correlation in terms 1,912,132 of excisable material purchased and 3,651,495 cleared final product with reference to the said material wherein the benefit under notification No. 32 of 99, availed

Foreign Payment Service Tax not paid 27,167,930 on Royalty

Input Service tax Distribution Credit 1,609,987 availed

Advertisement Service - Credit Availed 1,418,981 As Input

Excise duty in dispute 1,755,920

86,115

Availment of Cenvat Credit on goods 64,146,884 received against EMOX

Cenvat Credit availed on GTA 2,475,925

Others 100,000

333,526

976.000

236.000

28,000

212,528

141,191

221,133

Income-tax Act, 1961 Appeal against order of regular 348,000 assessment u/s 143(3) of the Act.

Appeal against order of regular 32,271,365 assessment u/s 143(3) of the Act.

Demand based on the order of regular 8,101,490 assessment u/s 143(3) of the Act.

Income-tax in dispute pertaining to 26,762,680 erstwhile Godrej Household Products Limited. 10,621,809

Name of Statute Period to which the Forum where dispute is pending amount relates

Central Excise Act 1944 2000-04 CESTAT

2002-04 Supreme Court of India

2000-03 Supreme Court of India

2004-08 Commissioner of Central Excise (Appeals)

2006-08 Commissioner of Central Excise (Appeals)

2008-09 Commissioner of Central Excise (Appeals)

2009-10 Commissioner of Central Excise 2002-03 (Appeals)

2007-08 CESTAT

2008-09

2006-08 Tribunal

1996-99 Assistant Commissioner

2006-07 CESTAT

2007-08 CESTAT

2007-09 CESTAT

2007-09 CESTAT

2007-08 Sales Tax Authority

2008-09 CESTAT

2004-05 Commissioner of Central Excise (Appeals)

Income Tax Act 1961 Assessment Year 2003-04 Income-tax Appellate Tribunal

Assessment Year 2006-07 Income-tax Appellate Tribunal

Assessment Year 2009-10 CIT (A)

Assessment Year 2006-07 Income-tax Appellate Tribunal

Assessment Year 2007-08 Income-tax Appellate Tribunal

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks or debenture holders. There are no dues to financial institutions.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. The Company does not deal or trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the records examined by us, the terms and conditions of guarantees given by the Company for loans taken by its subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, on an overall basis, the Company has not availed of any term loan.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has not used funds raised on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has issued unsecured redeemable non-convertible debentures during the year in respect of which no security is required to be created.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the company, has been noticed or reported during the year.

For and on behalf of

KALYANIWALLA & MISTRY

Chartered Accountants

Firm Regn. No.: 104607W

DARAIUS Z. FRASER

Partner

M. No.: 42454

Mumbai: April 30, 2013.

Mar 31, 2012

1. We have audited the attached Balance Sheet of GODREJ CONSUMER PRODUCTS LIMITED as at March 31, 2012 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying our opinion, attention is drawn to:

a) Note 13: Notes to the Financial Statements, regarding the Scheme of Amalgamation of the erstwhile Godrej Household Products Limited with the Company approved by The Hon'ble High Court of Judicature at Bombay whereby an amount of Rs. 52.75 crore for the year ended on March 31, 2012, equivalent to the amortisation of the Goodknight and HIT Brands is directly debited to the General Reserve Account instead of debiting the same to the Statement of Profit and Loss. Had this amount been charged to the Statement of Profit and Loss, the profit for the year would have been lower by Rs. 52.75 crore and the General Reserve would have been higher by Rs. 52.75 crore.

b) Note 45: Notes to the Financial Statements, regarding the Scheme of Amalgamation of the wholly owned subsidiaries of the Company viz. Naturesse Consumer Care Products Limited (NCCPL) and Essence Consumer Care Products Limited (ECCPL), with the Company approved by The Hon'ble High Court of Judicature at Bombay, whereby all the assets and liabilities of NCCPL and ECCPL have been taken over at their respective book values as on December 3, 2010. The difference between the book value of the assets and liabilities taken over amounting to Rs. 37.67 crore, after giving effect to the adjustments proposed in the Scheme, has been debited to the General Reserve in accordance with the Scheme of Amalgamation.

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

6. On the basis of the written representations received from the Directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)

(Amendment) order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

c) In our opinion, there have been no significant disposals of fixed assets during the year which affect the going concern assumption.

2. Inventory:

a) The Management has conducted physical verification of inventory (excluding stocks lying with third parties) at reasonable intervals. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and the book records.

3. Loans and Advances:

The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. Transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the books of account and records maintained by the Company in respect of manufacture of soaps, cosmetics, household insecticides and toiletries pursuant to the Rules made by the Central Government for maintenance of cost records, under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for any other products of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, the Company is regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess outstanding on account of any dispute, other than the following:

Name of statute Nature of Dues Amount (Rs.)

Central Excise Act, 1944 Rate differences on account of 6,154,000 soap scrap.

Cenvat credit availed on input 1,081,274 services.

Excise duty claim in respect of 11,826,624 non-payment of education cess.

Differential duty on value of 10,644,000 by- product credit apportioned in cost of soap noodle

Duty on one to one correlation 1,912,132 in terms of excisable material purchased and cleared fnal 3,651,495 product with reference to the said material wherein the benefit under notifcation No. 32 of 99, availed

Foreign Payment Service Tax not 6,747,181 paid on Royalty.

Input Service tax Distribution 1,609,987 Credit availed

Advertisement Service - Credit 1,418,981 Availed As Input

Excise duty in dispute 1,755,920 86,115

Others 100,000

669,426

152,462

333,526

976,000

236,000

28,000

56,167

60,674

212,528

The Finance Act, 1994 Service Tax in dispute 1,621,000

Central Sales Tax Act, Interest on sales tax dues. 1,207,000 1956 and VAT Act of various states

Sales Tax Dues 1,757,925

Sales Tax Dues 10,641,000

Sales Tax Dues on account of 39,157,279 Classifcation Head

Sales Tax Dues on account of 17,175,997 Classifcation Head

Sales Tax Dues on account of 6,340,450 Classifcation Head

Sales Tax Dues 6,600,000

Sales Tax Dues 35,892,717

Sales Tax Dues on account of 6,000,940 Classifcation Head

Sales Tax Dues on account of 25,809,827 Classifcation Head

Sales Tax Dues on account of 22,449,405 Classifcation Head

Sales Tax Dues on account of 16,838,252 Classifcation Head

Sales Tax Dues 11,693,000

Sales Tax Dues on account of 16,580,938 Classifcation Head

Sales Tax Dues on account of 9,044,088 Classifcation Head

Sales Tax Dues on account of 9,009,696 Classifcation Head

Sales Tax Dues 6,935,724

Sales Tax Dues on account of 3,607,688 Classifcation Head

Non Submission of Form F 1,268,683

Sales Tax Dues 2,287,249

Sales Tax Dues 1,646,978

Sales Tax Dues 4,153,440

Sales Tax Dues 1,567,028

Sales Tax Dues 1,465,192

Sales Tax Dues 1,239,044

Sales Tax Dues 1,757,925

Others 13,766,689

The Customs Act, 1962 Differential Customs Duty on 57,317,813 Imported Oils

Income-tax Act, 1961 Appeal against order of regular 348,000 assessment u/s 143(3) of the Act.

Appeal against order of regular 32,271,365 assessment u/s 143(3) of the Act.

Demand based on the order of 150,528 regular assessment u/s 143(3) of the Act.

Demand based on the order of 8,101,490 regular assessment u/s 143(3) of the Act. Income-tax in dispute pertaining 26,762,680 to erstwhile Godrej Household Products Limited.

10,621,809

Name of Statute Period to which the Forum where dispute is pending amount relates

Central Excise 2000-04 CESTAT Act,1944 2008-09 CESTAT

2004-08 CESTAT

2006-07 Commissioner of Central Excise (Appeals)

2002-04 Supreme Court of India

2000-03 Supreme Court of India

2004-08 Commissioner of Central Excise (Appeals)

2006-08 Commissioner of Central Excise (Appeals)

2009 Commissioner of Central Excise (Appeals)

2009-10 Commissioner of Central Excise

2002-03 (Appeals)

1996-99 Assistant Commissioner

2004-05 Commissioner of Central Excise (Appeals)

2005-06 Commissioner of Central Excise (Appeals)

2006-07 CESTAT

2007-08 CESTAT

2007-09 CESTAT

2007-09 CESTAT

2009-10 Commissioner of Central Excise (Appeals)

2009-10 Commissioner of Central Excise (Appeals)

2007-08 Sales Tax Authority

The Finance Act, September 2004 to Commissioner (Appeals) 1994 November 2004 and February 2005 to June 2008

Central Sales Tax 2001-02 Joint Commissioner (A) Act,1956 and VAT Act of Various states

2006-07 Assistant Commissioner (A)

2004-05 Joint Commissioner (A)

2006-07 Jaipur High Court 2007-08 2008-09

2009-10 Karnataka Tribunal

2003-04 Supreme Court 2004-05 2005-06

2005-06 Deputy Commissioner (Appeals) (West Bengal)

2007-08 Additional Commissioner (West Bengal)

2000-01 Bihar Tribunal

2010-11 Andhra Pradesh High Court

2009-10 Andhra Pradesh High Court

2007-08 Joint Commissioner (A)

2006-07 Joint Commissioner (A)

2005-06 Andhra Pradesh High Court 2006-07 2007-08 2008-09

2005-06 Andhra Pradesh High Court 2006-07 2007-08 2008-09

2001-02 Bihar Tribunal

2002-03 Joint Commissioner (A) 2003-04 2004-05

2002-03 Bihar Tribunal

2004-05 Uttar Pradesh Tribunal

2005-08 Joint Commissioner (A) 2003-04

2003-04 Joint Commissioner (A)

2005-06 Deputy Commissioner (A) 2006-07

2004-05 Deputy Commissioner (A) 2005-06 2006-07

2005-06 Joint Commissioner (A)

2006-07 Joint Commissioner (A)

2006-07 Deputy Commissioner (A)

2002-10 Joint Commissioner (A), Uttar Pradesh Tribunal, Deputy Commissioner (A), Madhya Pradesh High Court, Delhi Tribunal, Additional Commissioner of West Bengal, West Bengal Tribunal, Checkpost of Delhi and Zirakpur

The Customs Act, 2007-08 CESTAT 1962

Income-tax Act, Assessment Year Income-tax Appellate Tribunal 1961 2003-04

Assessment Year 2006-07 Income-tax Appellate Tribunal

Assessment Year 2007-08 Income-tax Appellate Tribunal

Assessment Year 2009-10 CIT (A)

Assessment Year 2006-07 Income-tax Appellate Tribunal

Assessment Year 2007-08 Income-tax Appellate Tribunal

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks or debenture holders. There are no dues to financial institutions.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. The Company does not deal or trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the records examined by us, the terms and conditions of guarantees given by the Company for loans taken by its subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, on an overall basis, the term loan obtained by the Company was applied for the purpose for which the loan was obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has not used funds raised on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has issued unsecured redeemable non-convertible debentures during the year in respect of which no security is required to be created.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the Company, has been noticed or reported during the year.

For and on behalf of

Kalyaniwalla & Mistry

Chartered Accountants

Firm Regn. No.: 104607W

Daraius Z. Fraser

Partner

M. No.: 42454

Mumbai: April 30, 2012.

Mar 31, 2011

1. We have audited the attached Balance Sheet of GODREJ CONSUMER PRODUCTS LIMITED as at March 31, 2011 and also the Proft and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

4. As stated in Note 3, Schedule 16: Notes to Accounts, Godrej Household Products Ltd. (GHPL), an erstwhile 100% subsidiary of Godrej Consumer Products Limited (GCPL) was amalgamated on March 31, 2011, with GCPL with effect from April 1, 2010, in accordance with a Scheme of Amalgamation sanctioned by the Honble High Court of Judicature at Bombay. These financial statements include the financial statements of the erstwhile GHPL for the year ended March 31, 2011, which have not been audited by us and have been audited by another auditor whose report has been furnished to us. Our opinion on the financial statements, to the extent they have been derived from the financial statements of the erstwhile GHPL, is based solely on the report of the other auditor.

5. Without qualifying our opinion, attention is drawn to Note 3, Schedule 16: Notes to Accounts, regarding the Scheme of Amalgamation approved by The Honble High Court of Judicature at Bombay whereby the assets and liabilities of the erstwhile Godrej Household Products Limited have been taken over and recorded at their fair values as on April 1, 2010, as determined by the Board of Directors of the Company. In accordance with the Scheme of Amalgamation, an amount of Rs. 3776.83 lac on account of fair valuation of loans and advances, an amount of Rs. 5275.00 lac on account of brand amortization and an amount of Rs. 614.42 lac on account of costs and expenses of amalgamation aggregating to Rs. 9666.25 lac has been charged to General Reserve instead of charging the same to the Proft and Loss Account. Had this amount been charged to the Proft and Loss Account, the proft for the year would have been lower by Rs. 9666.25 lac and the General Reserve would have been higher by Rs. 9666.25 lac

6. Further to our comments in the Annexure referred to in para 3 above and our comments in para 4 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, Proft and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Proft and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

ii) in the case of the Proft and Loss Account, of the proft of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

7. On the basis of the written representations received from the Directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualifed as on March 31, 2011, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditors Report

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

b) The Company has a program for physical verifcation of fxed assets at periodic intervals. In our opinion, the period of verifcation is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verifcation are not material and have been properly dealt with in the books of account.

c) In our opinion, there have been no signifcant disposals of fxed assets during the year which affect the going concern assumption.

2. Inventory:

a) The Management has conducted physical verifcation of inventory (excluding stocks lying with third parties) at reasonable intervals. In respect of inventory lying with third parties, these have substantially been confrmed by them. In our opinion, the frequency of verifcation is reasonable.

b) The procedures of physical verifcation of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on verifcation between the physical stocks and the book records.

3. Loans and Advances:

a) The Company had granted unsecured loans to two companies listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1586.73 lac and the closing balance amounted to Rs. Nil. The erstwhile Godrej Household Products Limited had granted an unsecured loan, to a party covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 257.14 lac and the year-end balance was Rs. 214.29 lac.

b) In our opinion, the rate of interest and other terms and conditions on which the unsecured loans have been granted to companies / parties listed in the register maintained under section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company.

c) The parties to whom the Company had granted loans have repaid / are repaying the principal amounts as stipulated and have also been regular in the payment of interest.

d) There is no overdue amount of loans granted to companies / parties listed in the register maintained under section 301 of the Companies Act, 1956.

e) The Company has not taken any loans, secured or unsecured, from companies, frms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of inventory, fxed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. Transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the

Annexure to the Auditors Report

Companies Act, 1956 and exceeding the value of Rs. 5.00 lac in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed there under. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the books of account and records maintained by the Company in respect of manufacture of soaps, cosmetics and toiletries pursuant to the Rules made by the Central Government for maintenance of cost records, under section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for any other products of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, the Company is regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other statutory dues with the appropriate authorities. We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess outstanding on account of any dispute, other than the following:

Name of Statute Nature of Dues Amount

Rs. lac

Central Excise Act, Rate differences on account of 61.54 1944 soap scrap.

Cenvat credit availed on input 10.81 services.

Excise duty claim in respect 118.27 of non payment of education cess.

Others 21.94

Excise duty in dispute 18.43 pertaining to erstwhile Godrej Household Products Limited.

Sales Tax Act Interest on sales tax dues. 12.07

Sales Tax Dues 106.41

Sales Tax Dues 17.58

Others 28.62

Sales tax in dispute pertaining 31.70 to erstwhile Godrej Household Products Limited. 66.00

502.78

29.83

89.52

1044.43

44.11

The Entry Tax Act. Entry Tax in dispute pertaining 105.95 to erstwhile Godrej Household Products Limited. 22.67

The Finance Act, Service Tax in dispute 16.21 1994. pertaining to erstwhile Godrej Household Products Limited.

Employees Provident Fund in dispute 252.95 Provident Funds pertaining to erstwhile Godrej and Miscellaneous Household Products Limited. Provisions Act, 1952.

Income-tax Act, 1961 Appeal against order of regular 322.71 assessment u/s 143(3) of the Act.

Demand based on the order of 34.91 regular assessment u/s 143(3) of the Act.

Demand based on the order of 77.56 regular assessment u/s 143(3) of the Act. Others 402.26

Income-tax in ispute 60.72

pertaining to erstwhile Godrej 267.63

Household Products Limited. 106.22

Name of status Period to which the Forum where dispute is amount release pending

Central Excise Act, 2000 - 04 CESTAT 1944

2009-10 Commissioner of Central Excise(Appeal)

2004-08 Assistant Commissioner

1996-99 Assistant Commissioner

2007-08 CESTAT

2002-03, 2006-07 Commissioner of Central Excise (Appeals), Chennai

Sales Tax Act 2001-02 High Court

2004-05 Sales Tax Authority

2009-10 Joint Commissioner (A)

2000-01 Assistant / Joint/ Deputy

2002-03 Commissioner

2007-08 Sales Tax Authority

2003-04

2005-08

2009-10

Financial Years 2002-03, Supreme Court of India 2003-04 and 2004-05

Financial Year 2004-05 Commercial Tax Offcer (West Bengal)

Financial Years 1998-99,Deputy Commissioner Commercial

1999-00, 2001-02, 2002 Taxes (Uttar Pradesh) and Deputy

03, 2003-04, 2004-05, Commissioner Appeals (West Bengal,

2005-06, 2006-07 and Maharashtra, Uttar Pradesh, Andhra

2007-08. Pradesh, Punjab, Orissa, Haryana,Jammu and Kashmir)

Financial Years 2001-02, Joint Commissioner (Appeals) (Uttar 2002-03, 2003-04, 2006- Pradesh, Orissa, Andhra Pradesh and 07 and 2008-09 Tamil Nadu)

Financial Years 1994-95, Sales Tax Tribunal (Bihar, Uttar 1999-00, 2000-01, 2001- Pradesh, Delhi, West Bengal, 02, 2002-03 and 2003-04 Karnataka) Financial Years 1999-00, High Court (Andhra Pradesh, 2000-01, 2001-02, 2004- Madhya Pradesh, Kerala, Rajasthan, 05, 2005-06, 2006-07, Karnataka) 2007-08 and 2008-09

Financial Years 2003-04 Commissioner (Appeals) (Andhra and 2004-05 Pradesh, Bihar, Maharashtra)

The Entry Tax Financial Years 2006-07 Supreme Court of India Act and 2007-08

Financial Years 1999-2000 Commissioner (Appeals) (Madhya to 2003-04 Pradesh)

The Finanacial September 2004 to Commissioner (Appeals) Act 1994 November 2004 and February 2005 to June 2008

Employees Financial Years 2005-06 to Employees Provident Fund Provident Funds Appellate and 2009-10 Tribunal, New Delhi. Miscellaneous Provisions Act 1952

Income tax Act, 1961 Assessment Year 2006-07 CIT(A)

Assessment Year 2008-09 AO

Assessment Year 2009-10 AO

Assessment Year 2003-04 CIT (A) 2006-07 2007-08

Assessment Year 2003-04 Assessing Offcer

Assessment Year 2006-07 Income-tax Appellate Tribunal

Assessment Year 2007-08 Commissioner of Income-tax (Appeals)

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks or debenture holders. There are no dues to financial institutions.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. The Company does not deal or trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the records examined by us, the terms and conditions of guarantees given by the Company for loans taken by its subsidiaries from banks are not prima facie prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, on an overall basis, the term loan obtained by the Company was applied for the purpose for which the loan was obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has used funds raised on short term basis for long term investment. The Company has used short term borrowings to the extent of Rs. 6993.26 lac for the acquisition of long term investments.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has issued unsecured redeemable non-convertible debentures during the year in respect of which no security is required to be created.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the company, has been noticed or reported during the year.

For and on behalf of

KALYANIWALLA & MISTRY

CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W

Daraius Z. Fraser

PARTNER

M. No.: 42454

Mumbai: May 2, 2011.

Mar 31, 2010

1. We have audited the attached Balance Sheet of GODREJ CONSUMER PRODUCTS LIMITED as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;

ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditors Report

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we further report that:

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification are not material and have been properly dealt with in the books of account.

c) In our opinion, there have been no significant disposals of fixed assets during the year which affect the going concern assumption.

2. Inventory:

a) The Management has conducted physical verification of inventory at reasonable intervals. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on verification between the physical stocks and the book records.

3. Loans and Advances:

a) The Company has granted unsecured loans to two companies listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1473.93 lac and the closing balance amounted to Rs. 1439.60 lac.

b) In our opinion, the rate of interest and other terms and conditions on which the unsecured loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956, are not prima facie prejudicial to the interest of the Company.

c) The parties to whom the Company had granted loans have repaid the principal amounts as stipulated and have also been regular in the payment of interest.

d) There is no overdue amount of loans granted to companies listed in the register maintained under section 301 of the Companies Act, 1956.

e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. Transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00 lac in respect of any party during the year, have been made at prices which are reasonable, having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A, 58AA, or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder. No order has been passed by the Company Law Board, or National Company Law Tribunal, or Reserve Bank of India, or any Court, or any other Tribunal.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

8. We have Proadly reviewed the Pooks of account and records maintained Py the Company in respect of manufacture of soaps, cosmetics and toiletries pursuant to the Rules made by the Central Government for maintenance of cost records, under section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescriPed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information given to us, the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, for any other products of the Company.

9. Statutory Dues

a) According to the information and explanation given to us, the Company is regular in depositing undisputed statutory dues, including dues pertaining to Investor Education and Protection Fund, Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Cess and any other statutory dues with the appropriate authorities. We have been informed that there are no undisputed dues which have remained outstanding as at the end of the financial year, for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty or cess outstanding on account of any dispute, other than the following:

Name of Nature of Dues Amount Statute (Rs. Lac)

Central Rate differences on account of soap 61.54 Excise scrap.

Act, 1944 Cenvat credit availed on input 10.81 services.

Excise duty claim in respect of non 118.27 payment of education cess.

Special Rate for value addition. 830.85

Others. 20.73

Sales Tax Interest on sales tax dues. 12.07 Act Sales Tax Dues. 106.41

Sales Tax Dues 17.58

Others. 32.53

Income- Appeal against order of regular 668.48 tax Act, assessment u/s 143(3) of the Act. 1961

Appeal against order of regular 639.82 assessment u/s 143(3) of the Act.

Appeal against order of regular 322.71 assessment u/s 143(3) of the Act.

Appeal against order of regular 116.89 assessment u/s 115WE(3) of the Act.

Income- tax Act, 1961

Name of Period to Forum where dispute Statue which the is pending amount relates

Central Excise Act, 1944 2000-04 CESTAT

2009-10 Commissioner of Central Excise (Appeal)

2004-08 Assistant Commissioner 2008-10 CESTAT

1996-99 Assistant

2007-08 Commissioner

2008-09 CESTAT Sales Tax Act 2001-02 High Court

2004-05 Sales Tax Authority

2009-10 Joint Commissioner (A)

2000-01 Assistant / Joint/

2002-03 Deputy Commissioner

2003-04 Sales Tax Authority

2006-08 2009-10

Income- tax Act, 1961 Assessment CIT(A) Year 2004-05

Assessment CIT(A) Year 2005-06

Assessment CIT(A) Year 2006-07

Assessment CIT(A) Year 2006-07

Name of Nature of Dues Amount Statute (Rs. Lac)

Demand based on the order of regular 406.10 assessment u/s 143(3) of the Act.

Others. 8.95

Name of Period to Forum where dispute Statue which the is pending amount relates

Assessment AO Year 2008-09

Assessment CIT (A) Year 2003-04 2006-07 2007-08

10. The Company does not have accumulated losses as at the end of the financial year, nor has it incurred cash losses in the current financial year, or in the immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced before us, there has been no default in repayment of dues to banks. There are no dues to financial institutions or debenture holders.

12. According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. The Company does not deal or trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the records examined by us, the terms and conditions of guarantee given by the Company for loans taken by its subsidiary from banks are not prima facie prejudicial to the interest of the Company.

16. According to the information and explanations given to us and the records examined by us, on an overall basis, the term loans, which have been repaid during the year, were applied by the Company for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, the Cash Flow Statement and other records examined by us, the Company has not used funds raised on short term basis for long term investment.

18. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company did not issue any debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no fraud on, or by the company, has been noticed or reported during the year, except in one case where certain claims amounting to Rs. 2,424.18 lac have been made on the Company on account of the unauthorised, illegal and fraudulent acts of one of its employee whose services have since been terminated. The Company has been legally advised that it has a strong legal case in the matter.

For and on behalf of

Kalyaniwalla & Mistry

Chartered Accountants Firm Regn. No.: 104607W

Daraius Z. Fraser

Partner

M. No.: 42454

Mumbai: April 26, 2010.

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