Hindustan Unilever Ltd

The Board of Directors

Hindustan Unilever Limited

Mumbai

We have examined the registers, records and documents of Hindustan Unilever Limited("the Company") for the financial year ended on 31st March, 2011 for compliancesof provisions of:

1. The Companies Act, 1956 and the Rules made under that Act;

2. The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act;

3. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act, 1992 CSEBI Act'):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 1997;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 1992;

c) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployees Stock Purchase Scheme) Guidelines, 1999

d) The Securities and Exchange Board of India (Buyback of Securities) Regulation, 1998.

4. The Securities Contracts (Regulation) Act, 1956 CSCRA') and the Rules made underthat Act; and

5. The Equity Listing Agreements entered into with Bombay Stock Exchange Limited andNational Stock Exchange of India Limited.

Based on our examination and verification of the registers, records and documentsproduced to us and according to the information and explanations given to us by theCompany, we report that the Company has, in our opinion, complied with the provisions ofthe Companies Act, 1956 ("the Act") and the Rules made thereunder the Act andthe Memorandum and Articles of Association of the Company, with regard to:

a) maintenance of various statutory registers and documents and making necessaryentries therein;

b) closure of the Register of Members;

c) forms, returns, documents and resolutions required to be filed with the Registrar ofCompanies and Central Government;

d) service of documents by the Company on its Members and the Registrar of Companies;

e) Notice of Board Meetings and Committee meetings of Directors;

f) minutes of the meetings of Directors and Committees of Directors including passingof resolutions by circulation;

g) Notice and convening of the 77th Annual General Meeting held on 27th July, 2010;

h) minutes of proceedings of General Meetings;

i) approvals of the Members, the Board of Directors, the Committees of Directors andgovernment authorities, wherever required;

j) constitution of the Board of Directors / Committees of Directors and appointment,retirement and re-appointment of Directors including the Managing Director and ExecutiveDirectors;

k) payment of remuneration to the Directors including the Managing Director andExecutive Directors;

l) appointment and remuneration of Statutory Auditors and Cost Auditors.

m) transfers and transmissions of the Company's shares, issue and allotment of sharesand issue and delivery of certificates of shares;

n) declaration and payment of dividends including interim dividend;

o) transfer of amounts as required under the Act to the Investor Education andProtection Fund;

p) satisfaction of charges registered with the Registrar of Companies;

q) form of balance sheet as prescribed under Part I of Schedule VI to the Act andrequirements as to Profit & Loss Account as per Part II of the said Schedule;

r) contacts, common seal, registered office and publication of name of the Company; and

s) generally, all other applicable provisions of the Act and the Rules made under thatAct.

We further report that:

a) the Directors have complied with the requirements as to disclosure of interests andconcerns in contracts and arrangements, shareholdings / debenture holdings anddirectorships in other Companies and interest in other entities;

b) the Directors have complied with the disclosure requirements in respect of theireligibility of appointment, their being independent and compliance with the Share DealingCode and Code of Conduct of the Company.

c) the Company has obtained all necessary approvals under the various provisions of theAct.

d) there was no prosecution initiated against or show cause notice received by theCompany and no fines or penalties were imposed on the Company during the year under reviewunder the Companies Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules,Regulations and Guidelines framed under these Acts against the Company, its Directors andOfficers.

We further report that the Company has complied with the provisions of the DepositoriesAct, 1996 and the Bye-laws framed under that Act by the Depositories with regard todematerialisation/ rematerialisation of securities and reconciliation of records ofdematerialised securities with all securities issued by the Company.

We further report that:

a) the Company has complied with the requirements under the Equity Listing Agreementsentered into with the Bombay Stock Exchange Limited and the National Stock Exchange ofIndia Limited;

b) the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 including theprovisions with regard to disclosures and maintenance of records required under theRegulations;

c) the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations, 1992 including the provisions withregard to disclosures and maintenance of records required under the Regulations.

d) the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999with regard to implementation of 2006 HLL Performance Shares Scheme, 2001 HLL Stock OptionPlan, grant of options and other related aspects.

e) the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Buyback of Securities) Regulations, 1998 with regard to buyback of shares of theCompany.