HUL-Annual-Report-2013-14_tcm114-391926

8/12/2019 HUL-Annual-Report-2013-14_tcm114-391926

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ANNUAL REPORT 201314

MAKING SUSTAINABLE

LIVING COMMONPLACE


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OUR PURPOSETO MAKE SUSTAINABLELIVIN OMMONPLAEWe work to create a better future every day, wth brands and servces that help

people feel good, look good and get more out of lfe

Our frst prorty s to our consumers then customers, employees, supplers and

communtes When we fulfl our responsbltes to them, we beleve that our

shareholders wll be rewarded

Unlever Sustanable Lvng Plan (USLP)Our Annual Report 2013-14 s complemented by the Busness Responsblty Report and

also the onlne Unlever Sustanable Lvng Report - Inda 2013 Progress Report

publshed n Aprl 2014 Ths detals performance aganst our USLP targets for the perod

1 January to 31 December 2013 except where ndcated otherwse The onlne report

carres a wealth of nformaton on our approach to runnng a responsble busness

See wwwhulcon/sustanable-lvng-2014/


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Whle growng our busness we wll reduce ourenvronmental footprnt and ncrease our postvesocal mpact

We wll lead for responsble growth, nsprngpeople to take small everyday actons that wll addup to a bg dfference We wll grow by wnnngshares and buldng markets everywhere

WE MEET EVERY DAY NEEDSFOR NUTRITION, HYIENEAND PERSONAL ARE WITHBRANDS THAT HELP PEOPLEFEEL OOD, LOOK OOD ANDET MORE OUT OF LIFE

Overvew02 Hndustan Unlever at a lance

04 Fnancal Performance

05 Performance Trends

06 harmans Letter

07 Board of Drectors

08 Our Busness Model

10 Our Brands

12 Our People

14 Our Operatons

16 Unlever Sustanable Lvng Plan

18 Awards and Felctatons

20 Management ommttee

Reports

21 Notce of the Annual eneral Meet

26 Profle of Drectors and other

Drectorshps

30 Drectors Report and Managemen

Dscusson and Analyss

54 orporate overnance Report

74 Secretaral Standards Report

Secretaral Audt Report

Fnancal Statements

Standalone Fnancal Statements76 Balance Sheet

77 Statement of Proft and Loss

78 ash Flow Statement

80 Notes

124 Independent Audtors Report

127 Economc Value Added

onsoldated Fnancal Statements128 Balance Sheet

129 Statement of Proft and Loss

130 ash Flow Statement

132 Notes

162 Independent Audtors Report

163 Statement Pursuant to Secton 212164 Subsdary ompanes Partculars

Shareholder nformaton165 Investor Safeguards

166 orporate Informaton

Shareholders Satsfacton

Survey 2014

E-Communcaton

Regstraton Form

Proxy Form


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HINDUSTAN UNILEVERAT A LANE

OPERATIONAL HIHLIHTS

Despte a challengng envronment, wedelvered broad-based growth and margnmprovement by steppng up nvestment nbrands and nnovatons, whle drvng costsavngs and operatonal effcences wtheven greater rgour We delveredcompettve and proftable growth

SEMENTAL PERFORMANE

SEMENTAL REVENUE %

49.0

29.1

11.9

5.9

4.1

Soaps and Detergents

Personal Products

Beverages

Packaged Foods

Others

WHO WE ARE

Hndustan Unlever Lmted s one of theleadng fast-movng consumer goodscompanes n Inda We own some of thebest-known and best-loved brands lkeDove, Surf, Kssan, Bru and PuretWe are passonate about them and proudof the way they help people get more outof lfe

WHAT WE DOWe buld our brands and develop ourproducts through extensve consumernsght, relentless nnovaton, and

crystal-clear desgn and marketng Thss a powerful blend that helps us excteand nspre our customers andconsumers We are commtted to makngsustanable lvng commonplace andwork to develop new ways of dongbusness that wll reduce ourenvronmental footprnt and ncrease ourpostve socal mpact

Domestc consumer busness grew 9%

wth an underlyng volume growth of 4% Operatng margn expanded +40 bps Strong track record of cash generaton

was sustaned wth cash fromoperatons at over Rs 5,000 crores, upRs 462 crores over the prevous year

Total dvdend of Rs 1300 per sharewas declared for the Fnancal Year

Soaps and Detergents

Personal Products

Beverages

40.1

46.4

13.0

Packaged Foods

Others

1.4

-0.8

SEMENTAL RESULTS %

22


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OUR KEY PERFORMANE INDIATORSWe report our performance aganst key fnancal andnon-fnancal performance ndcators below The DrectorsReport startng on page 30 gves detals of our performance neach of the busness segments and functons Detals of theprogress made on the Unlever Sustanable Lvng Plan (USLP)commtments are gven on the page 16 and 17

2013

65,0002012: 48,000

No of Shaktammas (womenShakt Entrepreneurs) sellngour products

2013

80%2012: 60%

Tomatoes used n Kssanketchup sourced sustanably

2013

58million2012: 47 Mllon

People reached wth LfebuoyHandwashng Programmesnce 2010

BETTER LIVELIHOODS SUSTAINABLESOURINHEALTH ANDWELLBEIN

NONFINANIAL

2013

27%2012: 22%

Reducton n O2per tonne

of producton compared to2008 baselne

2013

37%2012: 29%

Reducton n water use pertonne of productoncompared to 2008 baselne

2013

>84%2012: 77%

Reducton n total waste pertonne of productoncompared to 2008 baselne

2013

352012: 31

Factores wth 100% zeronon-hazardous waste tolandfll

MANUFATURIN

FINANIAL

EPS BASI ASH FROMOPERATIONS

2013-14

Rs28,019crores

The domestc consumerbusness grew by 9% wth 4%underlyng volume growth na challengng envronment

OPERATIN PROFIT

2013-14

Rs4,215crores

Operatng proft grew by 12%wth operatng margnsmprovng +40 bps

2013-14

Rs17.88per share

Last year basc EPSRs 1756 per share

2013-14

Rs5,000+crores

ash from operatons was Rs 462 crores over theprevous year

NET REVENUE

Hndustan Unlever at a lanceAnnual Report 2013-14


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FINANIALPERFORMANE

10 YEAR RECORD

Standalone Rs. croresStatement of Profit & Loss 2004 2005 2006 2007 2008-09

(15 months)2009-10 2010-11 2011-12 2012-13 2013-14 ^

Gross Sales* 10,888.38 11,975.53 13,035.06 14,715.10 21,649.51 18,220.27 20,285.44 22,800.32 26,679.76 28,947.06Other Income 318.83 304.79 354.51 431.53 589.72 349.64 627.38 659.08 1,210.73 1,231.87Interest (129.98) (19.19) (10.73) (25.50) (25.32) (6.98) (0.24) (1.24) (25.15) (36.03)

Profit Before Taxation @ 1,505.32 1,604.47 1,861.68 2,146.33 3,025.12 2,707.07 2,730.20 3,350.16 4,349.48 4,799.71

Profit After Taxation @ 1,199.28 1,354.51 1,539.67 1,743.12 2,500.71 2,102.68 2,153.25 2,599.23 3,314.35 3,555.32Earnings Per Share of Re. 1 5.44 6.40 8.41 8.73 11.46 10.10 10.58 12.46 17.56 17.88Dividend Per Share of Re. 1 5.00 5.00 6.00 9.00# 7.50 6.50 6.50 7.50 18.50# 13.00

* Sales before Excise Duty Charge @ Before Exceptional/Extraordinary items ^ 2010-11, 2011-12 ,2012-13 and 2013-14 based on Revised Schedule VI# Includes Special Dividend

Balance Sheet 2004 2005 2006 2007 2008-09

(15 months)

2009-10 2010-11^ 2011-12^ 2012-13 2013-14^

Fixed Assets 1,517.56 1,483.53 1,511.01 1,708.14 2,078.84 2,436.07 2,457.86 2,362.92 2,508.54 2,741.84Investments 2,229.56 2,014.20 2,413.93 1,440.80 332.62 1,264.08 1,260.67 2,438.21 2,330.66 3,094.12

Net Deferred Tax 226.00 2 20.14 224.55 212.39 254.83 248.82 209.66 214.24 204.78 161.73

Net Assets/(Liabilities)(Current and Non-current)

(409.30) (1,355.31) (1,353.40) (1,833.57) (182.84) (1,365.45) (1,268.67) (1,502.44) (2,369.96) (2,720.64)

3,563.82 2,362.56 2,796.09 1,527.76 2,483.45 2,583.52 2,659.52 3,512.93 2,674.02 3,277.05

Share Capital 220.12 220.12 220.68 217.74 217.99 218.17 215.95 216.15 216.25 216.27Reserves & Surplus 1,872.59 2,085.50 2,502.81 1,221.49 1,843.52 2,365.35 2,443.57 3,296.78 2,457.77 3,060.78

Loan Funds 1,471.11 56.94 72.60 88.53 421.94 - - - - -3,563.82 2,362.56 2,796.09 1,527.76 2,483.45 2,583.52 2,659.52 3,512.93 2,674.02 3,277.05

^ 2010-11, 2011-12 ,2012-13 and 2013- 2014 based on Revised Schedule VI

Segment-Wise Sales (%) 2004 2005 2006 2007 2008-09(15 months)

2009-10 2010-11 2011-12 2012-13 2013-14

Soaps and Detergents 45 45 47 47 49 48 46 48 49 49Personal Products 26 28 29 29 29 30 32 31 31 29Beverages and Packaged Foods 24 22 20 21 19 20 20 19 18 18Others 5 5 4 3 3 2 2 2 2 4

Key Ratios and EVA 2004 2005 2006 2007 2008-09(15 months)

2009-10 2010-11 2011-12 2012-13 2013-14

EBIT as % of Sales 13.4 12.3 13.1 13.1 13.1 14.1 12.1 13.5 14.1 14.6Fixed asset Turnover (No. of Times) 7.2 8.1 8.6 8.6 8.3* 7.5 8.3 9.6 10.6 10.6PAT / Sales (%) 11.0 11.3 11.8 11.8 11.6 11.5 10.6 11.4 12.4 12.3

Return on Capital Employed (%) 45.9 68.7 67.0 78.0 107.5* 103.8 87.5 96.8 109.1 130.2Return on Net Worth (%) 57.2 61.1 68.1 80.1 103.6* 88.2 74.0 77.7 94.7 104.1

Economic Value Added (EVA)(Rs. crores)

886 1,014 1,126 1,314 2,154 1,791 1,750 2,250 2,926 3,147

* Shown on annualised basis

Others 2004 2005 2006 2007 2008-09(15 months)

2009-10 2010-11 2011-12 2012-13 2013-14

HUL Share Price on BSE (Rs. PerShare of Re. 1)*

143.50 197.25 216.55 213.90 237.50 238.70 284.60 409.90 466.10 603.65

Market Capitalisation (Rs. crores) 31,587 43,419 47,788 46,575 51,770 52,077 61,459 88,600 100,793 130,551

Contribution to Exchequer(Rs. crores)

2,674 2,638 2,813 3,133 4,429 3,704 3,953 4,839 6,365 6,680

* Based on year-end closing prices quoted in the Bombay Stock Exchange

Fnancal Performance4 Hndustan Unlever Lmted


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PERFORMANETRENDS

20.0

16.0

12.0

8.0

4.0

0

2004

2005

2006

2007

*2008-09

2009-10

2010-11

2011-12

2012-13

2 0 1 3 1 4

EBIT (% of Sales)

Based on year-end closing prices quoted in the Bomba

Stock Exchange.

20.00

18.00

16.00

14.00

12.00

10.00

8.00

6.00

4.00

2.00

0

2004

2005

2006

#2007

*2008-09

2009-10

2010-11

2011-12

#2012-13

2013-14

Earnings per share Dividend per share

Earnngs and Dvdend Per Share (Rs)

* Figures are for 15 months period # Includes Special Dividend

Performance Trends

4000

3500

3000

2500

2000

1500

1000

500

0

2004

2005

2006

2007

*2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

Prot After Tax (Rs crores)

7000

6000

5000

4000

3000

2000

1000

0

2004

2005

2006

2007

*2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

ontrbuton to Exchequer (Rs crores)

3200

2800

2400

2000

1600

1200

800

400

0

2004

2005

2006

2007

*2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

Economc Value Added (EVA) (Rs crores)

12.0

10.0

8.0

6.0

4.0

2.0

0

2004

2005

2006

2007

2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

Fxed Assets Turnover (No of tmes)

Soaps and Detergents Personal Products

Beverages and Packaged Foods Others

100

90

80

70

60

50

40

30

20

10

0

2004

2005

2006

2007

*2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

Segment Wse Sales (%)

30000

27500

25000

22500

20000

17500

15000

12500

10000

7500

5000

2500

0

2004

2005

2006

2007

*2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

ross Sales (Rs crores)

Market capitalisation (Rs. crores) HUL share price(

2004

2005

2006

2007

2008-09

2009-10

2010-11

2011-12

2012-13

2013-14

Market aptalsaton and HUL Share Pr

140,000

130,000

120,000

100,000

80,000

60,000

40,000

20,000

0

Annual Report 2013-14


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HAIRMANSSTATEMENT

Dear Shareholders,

The financal year ended March 2014 wasanother successful year, where despte achallengng envronment, our busnessgrew well ahead of competton Severalnnovatons were launched to meet theemergng needs and aspratons of ourconsumers We expanded our reach andfurther strengthened our dstrbuton sothat we can serve our consumers betterwth our wde range of product offerngsAt the same tme, we contnued to makesgnficant progress on our UnleverSustanable Lvng Plan

Durng the year, Unlever ncreased tsstake n your Company from 5248% to6725% through an open offer The openoffer reflects Unlevers confdence n thelong term growth opportunty of the Indanmarket and more mportantly ts strongcommtment to nvestng and drvng thegrowth of your ompany

The busness envronment contnued toreman muted Despte the Indan economywtnessng a slowdown, your ompanydelvered healthy results Our domestcconsumer busness grew by 9% wth 4%underlyng volume growth whch was

ahead of the market Proft before nterest

expanded our drect retal reach and

strengthened our n store executon Weextended our Perfect Stores programmeto 1 mllon stores by the end of 2013 Theon-shelf avalablty n modern tradetouched an all-tme hgh wth many of ourkey customers recognsng us as theSuppler of hoce

In 2013, we sgnfcantly ncreased ourShakt network addng over 17,000 ShaktEntrepreneurs (Shaktammas) ProectShakt now has over 65,000 ShaktEntrepreneurs complemented by over50,000 Shaktmaans, the male membersof the Shakt famly who dstrbute

ompany products on bcycles

It was once agan busness unusual oncosts across the board wth sgnfcantsavngs n Supply han and Overheadsand mprovements n the effectveness ofour Trade and Marketng spends Thesesavngs helped to sustan compettvenvestments behnd our brands and delvea steady mprovement n the operatngmargn

We made good progress on the UnleverSustanable Lvng Plan In lne wth ourbelef of dong well by dong good, we

launched the Perfect Vllageprogramme across eght states Underths ntatve, we created awareness abouthealth and wellbeng among ruralconsumers and at the same tme,mproved the avalablty of our products nthese vllages The Lfebuoy HandwashngProgramme now touches 58 mllonconsumers n Inda

Lfebuoys Help a hld Reach 5Handwashng Programme was launchedn Thesgora, a vllage n Madhya Pradesh,last year Wth our nterventons, thencdence of darrhoea dropped

sgnfcantly Ths campagn s now beng

and tax (PBIT) grew by 12% wth PBIT

margn mprovng 40 bps Proft after taxbut before exceptonal tems, PAT (be),grew by 7% to Rs 3,555 crores wth NetProft at Rs 3,867 crores growng 2% NetProft growth was mpacted by thesgnfcant property sale n the prevousyear ash generated from operatons atover Rs 5,000 crores for the year, was upRs 462 crores over the prevous year Wththe fnal dvdend of Rs 750 per shareproposed by the Board of Drectors and annterm dvdend of Rs 550 per sharealready pad, the total dvdend for thefnancal year endng 31 March 2014amounts to Rs 1300 per share

Innovatons touched most of our productportfolo and delvered strong growth Welaunched a host of nnovatons across ourbusnesses by leveragng Unlevers globalportfolo of brands, research andtechnology Surf Excel launched the frstman-wash lqud detergent n May DomexZero Stan was launched renstatng thecleanng propertes of Domex In personalcare we launched the Best Ever Far &Lovely, Ponds BB+ cream, Lakm CCcream and Vaselne Healthy Whte Harare and Skn are brands werepremumsed wth Lakm Pro-Stylst,

TRESemm and Ton&Guy beng some ofthe nnovatons ths year In beverages,green tea was added to the Lpton and TaMahal range Magnum, Unlevers mostpremum ce cream brand globally, waslaunched n Chenna n 2013 and has beenextended to more ctes ths year Puret,launched the best n class water purfer,Puret Ultma RO + UV The dualtechnology of RO + UV removes harmfulchemcals lke lead, arsenc and mercury,ensurng that the water s always pure andsafe for drnkng

In our endeavour to serve the consumers

n the farthest corners of Inda, we further

1

Hndustan Unlever Lmted


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Overview Reports Financial Statements Shareholder Information

1 Mr Harsh Manwan harman

2 Mr Sanv Mehta Managng Drector and

Chef Executve Offcer

3 Mr Srdhar Ramamurthy Executve Drector, Fnance & IT

and hef Fnancal Offcer

4 Mr Pradeep Baneree Executve Drector,

Supply han

5 Mr Adtya Narayan Independent Drector

6 Mr S Ramadora Independent Drector

7 Mr O P Bhatt

Independent Drector8 Dr Sanv Msra Independent Drector

extended to many other vllages n MadhyaPradesh and Bhar

Domex, our leadng tolet cleaner brand,announced the launch of Domex ToletAcademy (DTA) DTAs ambton s to helpreduce the ncdence of open defecatonand ncrease access to mprovedsantaton by educatng people about themportance of safe and hygenc santatonpractces

In our factores, for every tonne ofproducton n 2013 we reducedO2emssons by 27% compared to 2008baselne Use of renewable energy

ncreased to more than 20% of the totalconsumpton and water usage nmanufacturng operatons reduced by 37%compared to 2008 baselne Employng theReduce, Reuse and Recycle prncple,99% of total waste was recycled, reducngthe total waste per tonne frommanufacturng stes by 84% aganst 2008baselne HUL factores wth 100% zeronon-hazardous waste to landfll ncreasedto 35

To renew and reconnect our brands to thelarger purpose of servng socety, welaunched Proect Sunlght n November

2013 Project Sunlght s our long termntatve to motvate mllons to lvesustanably, by nsprng them to create abrghter future for our chldren It ams tobuld momentum behnd a growngcommunty of people who beleve t spossble to buld a world where everyonelves well and sustanably, wthoutcompromsng the needs of futuregeneratons

We contnue to focus on attractng,retanng and developng the best talentThs year, we retaned our poston as theNo 1 Employer Brand among premer

busness school students for the thrdsuccessve year and as a DreamEmployer for the ffth consecutve yearThs comes as an endorsement of ourpeople agenda whch provdes strongsupport networks, mentorng and learnng

876

32

BOARD OFDIRETORS

experences to develop successfulbusness leaders

In October 2013, Sanjv Mehta took overyour ompanys leadershp baton fromNtn Paranpe, who after leadng HULsuccessfully snce 2008, was promoted tothe Unlever Leadershp Executve asPresdent Home are I would lke to takeths opportunty to thank Ntn for hsoutstandng contrbuton to HUL Sanv sa proven busness leader wth rchexperence of leadng Unlever companesacross Developng & Emergng markets

and I am confdent that he wll take HUL togreater heghts

In the year ahead, the busnessenvronment wll contnue to remanchallengng and compettve ntensty s

lkely to reman hgh Wth our purposedrven brands, passonate employees ayour contnued support, I am confdentwe wll contnue to delver growth that consstent, compettve, proftable andresponsble

I would lke to thank you, all ourshareholders, for your trust and yourwholehearted support

Best Regards,

Harsh Manwanharman

Board of Drectors

4 5



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OURBUSINESSMODEL

Our busness model s desgned to delversustanable growth For us, sustanablty sntegral to how we do busness In a worldwhere temperatures are rsng, water sscarce, energy s expensve, santaton spoor n many areas, and food supples areuncertan and expensve, we have both aduty and an opportunty to address thesessues n the way we do busness

OUR OMPASS STRATEYWe call our busness strategy documentthe ompass, snce t sets out a constantpath for Unlever for the long term Frstdeveloped n 2009, t was sharpened n

2012 but ts core elements remaned thesame The ompass sets out ourambtous Vson and Purpose, and defnesfour non-negotable commtments wthnthe busness that we beleve wll help usacheve both wnnng wth brands andnnovaton wnnng n the marketplacewnnng through contnuous mprovementand wnnng wth people Our Statement ofPurpose s also the ttle of our AnnualReport

The ompass gves lfe to our determnatonto buld a sustanable busness for the longterm and to fnd new ways to operate that do

not ust take from socety and theenvronment Ths s captured n the UnleveSustanable Lvng Plan (USLP)

SUSTAINABLE LIVINFor us, sustanable, equtable growth s theonly acceptable busness model Busnessneeds to be a regeneratve force n the

system that gves t lfe For example, byreducng waste we create effcences andreduce costs, helpng to mprove margnswhle reducng rsk Meanwhle, lookng atmore sustanable ways of developngproducts, sourcng and manufacturngopens up opportuntes for nnovaton whlemprovng the lvelhoods of our supplers

Our USLP s the means by whch we seekto acheve sustanable growth The USLPhas three bg global goals

IMPROVIN HEALTH AND WELL-BEINBy 2020 we wll help more than a bllon

people take acton to mprove ther healthand well-beng

REDUIN ENVIRONMENTAL IMPATBy 2020 our goal s to halve theenvronmental footprnt of the makngand use of our products as we growour busness

ENHANIN LIVELIHOODSBy 2020 we wll enhance the lvelhoodsof mllons of people as we growour busnessSee page 16

OUR OPERATIONSOn any gven day 2 bllon consumers use

Unlever products We want to reach many more, bydevelopng nnovatve products that address dfferent

consumer needs at dfferent prce ponts To do ths, we useour global scale to help delver sustanable, proftable growth by

seekng to add value at every step n the value chan by enhancngproduct qualty and customer servce and rollng out nnovatons

faster across marketsSee page 14

OUR PEOPLESustanable, proftable growthcan be acheved wth the r ghtpeople workng n an organsatonthat has a culture whereperformance s algned wth valuesWe are an agle and dverse busnesswth people motvated by dong goodwhle dong well We are buldngcapablty and leadershp amongour people and attractng some ofthe best talent n themarketplaceSee page 12

OUR BRANDSStrong brands and nnovaton are centralto our ambton to delver consstent,compettve, proftable and responsble

growth We are nvestng n brand equty,fndng and strengthenng the connectonsbetween consumers and the products theybuy Strong brand equtes enable us tocreate effcences by focusng on fewer,bgger proects that enhance margns Andwe are seekng superor products whchconsumers wll prefer, drvng proftablegrowthSee page 10

Our Busness Model Hndustan Unlever Lmted8


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Overview Financial Statements Shareholder Information

PROFITABLE VOLUME

ROWTHProftable volume growth s the bass ofthe vrtuous crcle of growth Strongerbrands and nnovaton are the key drversbehnd t onsstently strong volumegrowth bulds brand equty as we reachmore consumers, more often

OST LEVERAE +

EFFIIENYProftable volume growth allows us tooptmse the utlsaton of ournfrastructure and spread fxed costs overa larger number of unts produced,reducng the average cost per unt Itmproves our proftablty and allows us tonvest n the busness

INNOVATION + MARKETIN

INVESTMENTLower costs and mproved effcencyenable us to nvest behnd our brands tstrengthen our busness further New mproved products are the result ofnvestment n R&D and, together wtheffectve marketng, strengthen our brequty Ths results n proftable volumgrowth, self perpetuatng the vrtuouscrcle of growth

OUR BUSINESS MODELThe nputsto our busness model, lkethose of all maor packaged goodsmanufacturers, are threefold brandspeople and operatons These map

drectly on to our ompass wnnng wthcommtments wth both contnuousmprovement and the marketplace pllarssupportng the operatons strand of themodel

The dfferentatorn our busness model sour USLP and the goal of sustanablelvng

The outputsof the model are threefoldsustaned growth lower envronmentalmpact and postve socal mpact

The dagram represents our vrtuous

crcle of growth It summarses, smply,how we derve proft from our busnessmodel

A VIRTUOUS IRLE OF ROWTH

Our Busness ModelAnnual Report 2013-14


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OUR

BRANDS

ant-agng segment wth YouthInfnty and relaunched ts farnessrange, Perfect Radance Pondslaunched ts BB+ cream n Inda wtha 360-degree campagn thatdelvered some outstandng resultswthn the frst three months oflaunch Dgtal and new meda wasleveraged by all our brands to drvesalence and engagement

ONNETIN WITH

ONSUMERSPepsodent reached out to half amllon consumers through the allThe Expert campagn thatencouraged consumers to calltraned Pepsodent Experts on a tollfree number and get free advce on

oral health and hygene The AXEApollo campagn gave wnners a oncen-a-lfetme opportunty to vst theNASA space centre Luxs te-up wthChenna Express, through a mssedcall contest, gave consumers achance to go on a romantc tranrde wth Shah Rukh Khan Thscontest receved a record 55 mlloncalls n ust three weeks

3 Roses and Red Label hghlghtedthe goodness of tea that helpsmprove blood crculaton Lptonreen Tea launched the Feel Lght

Feel Actve campagn wth actressAnushka Sharma encouragngpeople to consume a healther andlghter beverage

Kssan nspred mothers to makehome food exctng and delcous forchldren through the nnovatveKssan Rolls campagn Knorrhnese mn meals were sampled nmodern trade stores at the check-outcounters, creatng hgh qualty tralsof the mealmaker range Shopperswere delghted to dscover how easyt was to re-create restaurant-lke

experences at home

DRIVINPREMIUMISATIONIn order to tap the premumsatonopportunty, we launched a host ofnnovatons ths year wth dstnctconsumer propostons and beneftsPremum beauty brands lke Dovedrove the agenda n Har are TheTRESemm proposton of Salon lkehar, at home everyday acceleratedt HUL also launched Unleverspremum ce cream brand, Magnum,n henna Backed by a strong360-degree multmeda launch and

an excellent go-to-marketexecuton, the launch turned out tobe a huge success

Lakm renvented ts Skn Careportfolo wth the Pro-stylst range,offerng the sgnature beneft ofsalon expertse It forayed nto the

Strong brands and nnovaton arecentral to our ambton to delverconsstent, compettve, profitableand responsble growth We meeteveryday needs for nutrton,hygene and personal care wthbrands that help people feel good,look good and get more out of lfeWe strve to reach our customers nthe most cost effectve manner anddelght them

OUR

BRANDS

WIN

CONSUM

ERPR

EFERE

NCE

LEVE

RAGE

BI

GGERBRANDS

BUIL

DIN

GBRANDEQUITIES

INNOVATION +

MARKETING

INVESTMENT

PROFITABLE

VOLUME

GROWTH

COST

LEVERAGE +

EFFICIENCY

Our Brands Hndustan Unlever Lmted10


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EXPANDIN SHAKT

REAH

In 2013, we had

65,000Shakt Entrepreneurs(Shaktammas) and 50,000Shaktmaans across 16 statewho covered 160,000 vllagesand reached around 4 mllorural households

REAHIN OURUSTOMERS ADDIN1 MILLION STORESExpanson of dstrbuton reachacross urban and rural markets wasone of the key thrust areas Thsresulted n the addton of one mllonstores to our exstng network

A new low cost dstrbuton modelwas developed to leverage thencreasng penetraton of moblephones among the bottom-of-the-pyramd retalers Takng ordersthrough tele-callng saved tme andled to a sgnfcant cut n front enddstrbuton cost Reducton nservcng cost enabled us to reachmore shoppers who purchasefrom those margnal outlets outsde

the purvew of our tradtonaldstrbuton model

PERFET VILLAESIn 2013, we went to 8,500 vllagesacross Inda through school contactand Mohallaprogrammes Throughthese school actvtes, Lfebuoyeducated chldren on the mportanceand correct method of handwashngPepsodent also educated them on themportance and correct method ofbrushng teeth In the Mohallaactvty, we demonstrated the

benefts of new and emergngcategores such as facewash, harcondtoners and fabrc condtonersto the women n the vllage Wetouched the lves of over three mllonconsumers n these vllages throughthese programmes We ensured theavalablty of these new productcategores n the retal outlets ofthese vllages through the PerfectStores programme

DRIVIN HEALTH AND

HYIENEDomex launched Domex ToletAcademy (DTA) on the occason ofWorld Tolet Day on November 19The academy ams to buld tolets nareas where people do not haveaccess to mproved santaton andface a problem ofopen defecaton

REDUIN ARBON

FOOTPRINTOur frozen desserts busness movednto procurng technologcallyadvanced Hydrocarbon (H)refrgerant-based freezers wth azero ozone depleton potental for ts

retal operatons Kwalty Walls has37,500 HC refrgerant-based freezercabnets n Inda, whch are asgnfcant reducton n our carbonfootprnt

Through nnovaton n packagng ofnstant coffee and dry foods, we arenow on a ourney to reduce the useof plastc lamnate n our productpackagng

ENHANIN

LIVELIHOODSThe 65,000 Shakt Entrepreneurs(Shaktammas) across 16 statescover 160,000 vllages and reacharound four mllon rural householdsIn 2013, we contnued our focus onstablsng the Shakt DMS (amoble-based mn ERP soluton) tohelp mprove the sales and earnngsof Shaktammas

Proect Xpress, our rural dstrbutonallance wth Tata Teleservces fordstrbutng ther telecom productsthrough our dstrbuton network,

helped n enhancng the earnngpotental of our partners, ncludngShaktammas We are now natonallydstrbutng telecom products to75,000 telecom outlets through ourdstrbuton network

DRIVIN NEW ATEORIESThe Perfect Vllage ntatve was conceptualsed to drve growour brands n rural Inda The focus of the programme was todevelop the market, drvng growth n the Tender Lovng arecategores such as har condtoners, facewashes, body lotonsfabrc condtoners and lqud handwash

Launched n March 2013 n eght key states across Inda, theproect nvolved holdng Mohallasessons wth consumers aeducatng them about new categores, ther benefts and on thrght usage Ths helps to drve the Unlever Sustanable LvngPlan agenda of mprovng health and hygene

Our Brands

OUR BRANDS IN ATIONTO FIND OUT MORE VISIT WWWHULCOIN/BRANDSINACTION/



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reat brands and great people are ourbggest assets Sustanable, profitablegrowth can only be acheved n anorgansaton whch focuses onperformance culture and whereemployees are engaged andempowered to be the best they can be

Future success depends on benglean, agle and compettve n aresource-challenged world In threeyears, we have transformed our

structure to enable us to move faster,nnovate better and leverage ourglobal scale

OUR

PEOPLE EMPLOYER OF HOIEATTRATIN THE RIHT

TALENTFor the thrd year n a row, HUL wasrecognsed as the No 1 Employer ofhoce among students on campusn the Nelsen survey In addton,HUL retaned the Dream Employerstatus for the ffth consecutve yearand contnued to be the top companyconsdered for applcaton by

B-School students

UPHOLDIN BRAND

IMAE DIITALLYOur dgtal presence s a vtal factorn mantanng our brand mage OurFacebook Unlever Dares pagecurrently has over 350,000 fans wthapproxmately 1,000 conversatonsevery day The page helps usmantan constant dgtalengagement wth the extendedstudent communty Last year, we

launched an Alumn Facebook groupwth ~600 members and 700engagements so far

A ENDER BALANED

WORKFOREHUL ams to become a genderbalanced organsaton We have aroadmap n place and are creatng

enablers to ensure a culture ofncluson areer by hoce, are-hre programme that provdes aplatform for women lookng for realopportuntes to work flexbly andpart-tme on lve busness proects,s one such enabler Wth theseenablers, our ompany has seen asgnfcant shft n the enderBalance Rato over the last three years

DEVELOPIN LEADERS

FOR THE FUTUREHUL s well-known for nurturng

talent and buldng leaders, drven bythe leaders buld leadersphlosophy Such a mndset ensuresthat leadershp gets ngraned n allpeople across the ompany, ratherthan placng t as the responsblty oa functon or a few ndvduals Ths sexemplfed through ourManagement Tranee programme,commonly known as the UnleverFuture Leaders Programme that hasbeen the tranng ground for manynsprng leaders across HUL andUnlever

A LEARNIN ULTURE

OF 702010We follow a holstc 70:20:10capablty buldng approach acrossfunctons We beleve that 70% of allcapablty s bult on the job, 20%through coachng and short termprojects and 10% through classroomlearnng There are multple forumsfor learnng ncludng quarterlywebcasts, regular guest sessonsfrom ndustry stalwarts and portalsto ensure a constant flow of best

practces Our learnng practces arebest-n-class wth over 28,000man-days nvested n classroomtranng and ~38,000 e-learnngcourses completed n 2013

OUR

PEOPLE

VALUES

&PE

RFO

RMAN

CECULT

URE

ORGANIS

ATION

AG

ILEFLEX

IBLE

DIVERSE

CAPABILITY

&LEADERSHIP

INNOVATION +

MARKETING

INVESTMENT

PROFITABLE

VOLUME

GROWTH

COST

LEVERAGE +

EFFICIENCY

Our People12 Hndustan Unlever Lmted


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DRIVIN EMPLOYEE

ENAEMENTOur lobal People Survey (PS) measuresthe level of engagement of all employeesEmployee Engagement for Inda showed a300 bps mprovement over 2012 n the GPSPulse check conducted n 2013

REATIN AN AILE,

FLEXIBLE ORANISATIONHUL has an establshed culture of agleworkng and flexblty through a well-defned agle polcy whch ncludes workfrom home, flex-tmng and hot-deskngWe have also undertaken ntatves to cutdown on complexty n terms of processes,and mproved speed of decson-makngand speed to the market

ENSURIN SAFETY AT THE

WORKPLAEOur msson s to protect and enhance thewell-beng of our employees, vstors andpartners Safe workng s non-negotableWe have a clear focus on safety practcesensurng all possble safety hazards areelmnated not ust from the work placebut durng travel and at employee homes

EMPLOYEE RELATIONS

We have undertaken a host ofprogrammes n the space of capabltybuldng on the shopfloor Our ShopfloorSkll Upgradaton Programme, Sparkle, san ntranet-based tool that assessestranng needs, skll and performanceSteppng Into One (SIO) helps developtechncal and leadershp sklls amongshopfloor employees and provdes themcareer advancement opportuntes ntosupervsory roles

HUL recognsed as the

NO 1 EMPLOYER OF HOIfor the thrd consecutve year

HUL retaned theDREAM EMPLOYERstatus for the ffth year n a row

Our People

OUR PEOPLE IN ATIONTO FIND OUT MORE VISIT WWWHULCOIN/CAREERSREDESIGN/



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OUR OPERATIONSAt HUL, we am to delver growth thats consstent, compettve, profitableand responsble At every step of thevalue chan, we add value n order todelver superor customer servce,better qualty, compettve cost andflawless executon whle mantannga flexble, lean and agle structure

STRENTHENIN

PARTNERSHIPSOur Partner to Wn programme amsat developng a busness plan wthsupplers and busness partners norder to reduce lead tme,procurement cost, mprove relabltyand new nnovaton delvery ProectProcure To Pay Transformaton waslaunched to move the needle on ourservces to supplers from vendorsatsfacton to vendor delght Thsyear, we standardsed andcentralsed payments process fromover 40 locatons to one PaymentExcellence Centre

To strengthen our dstrbutonchannel and empower our partners,the exstng technology backbone

was leveraged to provde for a lowcost phone based soluton thatsgnfcantly saved costs of sellngour products Analytcs-basedalgorthms that have been fne tunedfor urban dstrbuton were extendedto the rural dstrbuton systemto mprove the effectveness ofsales calls

IMPROVIN

EOEFFIIENYSustanablty s embedded n our

operatons be t sourcng,manufacturng or logstcs For everytonne of producton n 2013 wereduced O

2emssons by 27% n

Inda, compared to the 2008 baselneUse of renewable energy ncreasedto over 20% of the total consumptonwhle water usage n manufacturngoperatons reduced by over 37%compared to the 2008 baselne

ENERATIN

USTOMER DELIHTWe contnued to mprove ourcustomer servce FOT (ustomerCase fll-on-Tme) ncreased to 94%and On-Shelf-Avalablty n ModernTrade touched an all tme hgh of96% Our customers acknowledgedths and declared us the bestsuppler of the year We contnued tostrengthen the Sales and OperatonPlannng process (S&OP) andInnovaton Process Management(IPM) n order to proactvely drvecompettve growth as well as to

respond to market demands wthspeed and aglty

We focused on mprovng productqualty through better productdesgns and varous qualtymprovement programmes There hasbeen a 50% reducton n consumercomplants over last year

FOUS ON ONSUMERS

60%of our productportfolo touched bynnovatons

OUR

OPERATIONS

REACH

ING

MOR

ECON

SUMERS

LEVERAG

ING

ENTIRE

VALUECHAIN

FAST,F

LAWLESS

EXECUTION

INNOVATION +

MARKETING

INVESTMENT

PROFITABLE

VOLUME

GROWTH

COST

LEVERAGE +

EFFICIENCY

Our Operatons Hndustan Unlever Lmted14


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SUSTAINABLE SOURINBy end-2012 all of our palm ol was from sustanable sourcesand 100% of palm ol volumes of Inda stand covered byreenPalm certfcates

A total of 86 tea estates n Assam, West Bengal and TamlNadu have been certfed Sustanable Estates by theRanforest Allance tll the end of 2013 In 2013, more than80% of tomatoes used n Kssan Ketchup n Inda were fromsustanable sources

Employng the Reduce, Reuse andRecycle prncple, 99% of total wastegenerated was recycled, reducngthe total waste per tonne frommanufacturng stes by more than84% aganst the 2008 baselne

EXEUTIN

EXELLENEAn ncreased number of nnovatonnetworks were executed ths yearand touched about 60% of theproduct portfolo The focus onbgger, faster nnovaton andcapablty development sgnfcantlyhelped n launchng nnovatons frsttme rght To acheve manufacturngexcellence, HUL embarked on a

ourney of settng up world-classmanufacturng stes focusng ondentfcaton, root-cause analyssand elmnaton of non-value addedactvtes to lead to mprovement neffcences

Several ntatves were undertakento reduce cost, complexty andprocessng tme requred fortransactons A global fnancalexcellence centre was set up nBengaluru and a programme waslaunched that converts data ntonsghts wth ust a clck of a button

Ths wll enable faster decsonmakng, whlst sgnfcantly reducngthe efforts on nformatonmanagement

We contnued the smplfcatonagenda that started last year byapproprately nvestng n IT Thsresulted n sgnfcant savngs naudt effort

In 2013, we won the esteemed SlverSheld from the Insttute of harteredAccountants of Inda for excellence nfnancal reportng for HUL annualreport for 2012-13 We contnue tofocus on delverng excellence nFnancal Accountng and Reportng

DELIVERIN SAVINSThe focus on costs was even morepronounced ths year gven the toughbusness envronment A strongSupply han savng programme

drven by varous cross functonalteams such as R&D, Procurement,Manufacturng and Logstcsdelvered strong savngs across theSupply han

Key cost savngs ntatves lkefreght cost optmsaton throughre-algnng sourcng networks,energy savng capex beng deployedacross unts, consoldaton ofsourcng footprnt was actvatedacross the board Ths helped ndelverng a healthy contrbuton tothe margns of the ompany

Performance on workng captal wasvery strong

Our Operatons

SUSTAINABLE SOURIN TO FIND OUT HOW WE PARTNER WITHSMALLSCALE SUPPLIERS VISIT : WWWHULCOIN/SUSTAINABLELIVING/SUSTAINABLESOURIN



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19/180

8 OPPORTUNITIESFOR WOMEN

5 WASTE

IMPROVE LIVELIHOOD

SMALLHOLDER FARM

IMPROVE INCOMES OF

SMALL-SCALE RETAIL

INCREASE PARTICIPAT

OF YOUNG ENTREPRENIN OUR VALUE CHAIN.

6 SUSTAINABLESOURIN

* Our envronmental targets are expressed on a per consumer use bass Ths means a sngle use,

porton or servng of a product We have taken a lfecycle approach wth a baselne of 2010

+ In seven water-scarce countres representng around half the worlds populaton

OUR PRODUCTSHalve the waste assocatedwth the dsposal of Unleverproducts globally by 2020*

OUR MANUFACTURINGBy 2020 total waste sent fordsposal globally, wll be ator below 2008 levels desptesgnfcantly hgher volumes

By 2020 Unlever wll source100% of agrcultural rawmaterals sustanably

7 FAIRNESS IN THEWORKPLAE

By 2020, Unlever wlladvance human rghtsacross all operatons andextended supply chan

By 2020, Unlever wllempower 5 mllon womenglobally

By 2020, Unlever wll hpostve mpact on the lof 55 mllon peopleglobally

IN INDIA, WE ACHIEVED A

REDUCTION OF MORETHAN 84% IN TOTALWASTE PER TONNE FROMOUR MANUFACTURING,

OVER 2008 BASELINE.

A TOTAL OF 35 OUT OF 38

SITES BECAME ZERONON-HAZARDOUS WASTETO LANDFILLS.

IN INDIA, ALL OF OUR

PALM OIL IS FROMSUSTAINABLE SOURCESAND 100% OF PALM OIL

VOLUMES OF INDIA ARECOVERED BY GREENPALM CERTIFICATES.

A TOTAL OF 86 TEA

ESTATES IN ASSAM,

DARJEELING AND TAMILNADU HAVE BEENCERTIFIED SUSTAINABLEESTATES BY THE

RAINFOREST ALLIANCE

IN 2013.

NEARLY 80% OF

TOMATOES USED INKISSAN KETCHUP ARE

FROM SUSTAINABLESOURCES IN INDIA.

IMPLEMENT UNITED

NATIONS GUIDINGPRINCIPLES ON BUSINESSAND HUMAN RIGHTS.

SOURCE 100% OF

PROCUREMENT SPEND IN

LINE WITH OURRESPONSIBLE SOURCINGPOLICY.

CREATE FRAMEWORK FOR

FAIR COMPENSATION.

IMPROVE EMPLOYEE

HEALTH, NUTRITION ANDWELL-BEING.

REDUCE WORKPLACE

INJURIES AND ACCIDENTS.

BUILD A GENDER-

BALANCED ORGANISATIONWITH A FOCUS ON

MANAGEMENT.

PROMOTE SAFETY FOR

WOMEN IN COMMUNITIESWHERE WE OPERATE.

ENHANCE ACCESS TO

TRAINING AND SKILLS.

E XPAND OPPORTUNITIES

IN OUR VALUE CHAIN.

9 INLUSIVEBUSINESS

The Plan s helpng to drve proftablegrowth for our brands, save costs and fuelnnovaton Our Plan sets out three bggoals Underpnnng these goals are nne

commtments supported by targetsspannng our socal, envronmental andeconomc performance

EVOLUTION OF OUR PLANWe have learnt a great deal snce welaunched the Plan three years agoIn 2013 we undertook an n-depth revew

wth every product category and busnessfuncton We dentfed actons that wllhelp us drve sustanable growth fasterand remove barrers to progress

As a result we have broadened our Plawth a more substantve and far-reachEnhancng Lvelhoods programmeAlongsde our new Lvelhoods

commtments, we have also revsed sotargets to ensure we can acheve ourlong-term ambtons, whch remanundmnshed

Unlever Sustanable Lvng Plan

By 2020, we wll enhance the lvelhoods ofmllons of people as we grow our busnessWe have provded help and tranng to570,000 smallholder farmers globally

ENHANIN

LIVELIHOODS



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2

AWARDS ANDFELIITATIONS

OUR BRANDS HUL was declared Clent of The Year at

Effes 2013 after beng conferred a totalof 8 awards ncludng the covetedrand Effe for the Lfebuoy RotRemnder, whch was launched durngthe Mahakumbh mela Our otherbrands, Kssan, Bru and LfebuoysHelp A hld Reach Fve campagn,won 3 Golds, 2 Slvers and 2 Bronzes

At the Global Moble Awards, we won anaward for the nnovatve free moblerado servce Kan Khaura Teshanthat has become the bggest radostaton n Bhar Ths ntatve enabledus to reach out to 5 mllon ruralconsumers n an otherwse medadark regon

Aon Hewtt recognsed us n ther 2013survey as the Best Employers n Inda

Harsh Manwan was honoured wth theSngapore Publc Servce Medal

Busness Today named Ntn Paranjpeas both the best EO for an FMcompany as well as the best EO ofan MN

CNBC-TV18s 9th Inda Busness LeadeAwards honoured Ntn Paranpe wththe Busness Leader of the year Award

CNBC-TV18 conferred the Best

Performng FO award to SrdharRamamurthy n the Fast Movngonsumer oods & Retal at the FOAwards 2012-13 He was alsorecognsed at Busness Today Best FOAwards

Under the Consumer Sector n the 2013Insttutonal nvestor All-Asa ExecutveTeam rankngs, Ntn Paranpe andSrdhar Ramamurthy secured thesecond spots on the Best EO and BestFO lsts respectvely

Hndustan Unlever Lmted recevedmore than 150 awards and recogntonsths year Some of the key achevementsacross our brands, operatons and peoplewere

We were named the Best Meda Clentof the Year at Indas prestgous medaawards The Emves

HUL won 5 Creatve and 12 Meda AbbyAwards at GoaFest 2013

HUL won the Bronze Lon n the Chartyand Not for Proft category at annes2013 for the Lfebuoy Rot Remndercampagn

We receved Innovatng for a BetterFuture award from NN-IBN forPuret

HULs water purfer brand Puretemerged as the most trusted brand nwater purfers n Brand Equtys 2013Most Trusted Brands survey

OUR PEOPLE HUL emerged as the No 1 Employer of

hoce across all sectors, for the thrdyear n a row, n the Nelsen ampusTrack-B School Survey for the 2014graduatng batch of B-School studentsWe retaned the Dream Employerstatus for the 5th year runnng andcontnued to be the top company

consdered for applcaton by B-Schoolstudents

1

1 Clent of the Year at Effes 2013

2 Proect Sunlght awarded at IAA

Olve Crown Awards 2014

Awards and Felctatons Hndustan Unlever Lmted18


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OUR OPERATIONS HUL was recognsed by The Insttute ofhartered Accountants of Inda forexcellence n fnancal reportngand awarded the Slver Sheldfor best annual report n theManufacturng sector

Barotwala, Khamgaon and Sumerpurunts bagged awards at the prestgousGreen Manufacturng ExcellenceAwards 2013 Khamgaon won theOverall Leader Award

Chhndwara unt won Good Green

overnance award from Srshtpublcatons Ora unt was declared theRunners-up n the Process Non-metallc category

Doom Dooma unt won Gold forTranng Excellence at Greentech HRAward 2013

The HUL webste was recognsed as theNo 1 Popular Investor RelatonsWebste globally atthe Investor Relatons lobalRankngs 2013

Mysore unt receved a Slver ratng nreeno audt conducted by II

Sumerpur unt won Second prze at theNatonal Energy onservaton Award2013 n the Soap & Detergent Sector

ORPORATE HUL was recognsed as Star MNC ofthe Year 2013 n the Busness StandardAwards for Corporate Excellence

HUL was named the Multnatonal nInda of the Year at AIMA ManagngAward 2013

Your Company was ranked 2nd nFortunes lst of most admredcompanes n Inda

We emerged as the No 4 MostRespected ompany n Inda, n a

survey conducted by Busness World

SUSTAINABILITY HUL was recognsed as the Conscous

Captalst of the Year 2013 at the ForbesInda Leadershp Awards

We won two Gold awards at the 2014IAA Olve rown awards for ProectSunlght - reen Brand of the Year andorporate rusader of the Year

HUL won the 2013 CorporateSustanablty Stewardshp Award

We won Golden Peacock EnvronmentManagement Award

3 Pradeep Baneree receves the

Busness Standard Award for

Corporate Excellence

4 Sumerpur Unt receves the

Natonal Energy onservaton

Award

4

3

Awards and FelctatonsAnnual Report 2013-14


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1 Mr Sanv Mehta

Managng Drector and

Chef Executve Offcer

2 Mr Srdhar Ramamurthy

Executve Drector, Fnance &

IT and hef Fnancal Offcer

3 Mr Hemant Baksh

Executve Drector,

Home and Personal are

4 Mr Pradeep Baneree

Executve Drector,

Supply han5 Mr Dev Bapa

Executve Drector, Legal &

orporate Affars and

ompany Secretary

6 Ms eetu Verma

Executve Drector,

Foods

7 Mr Mansh Twar y

Executve Drector, Sales and

ustomer Development

8 Mr B P Bddappa

Executve Drector,

Human Resources

1

4

7

2

5 6

8

3

MANAEMENTOMMITTEE

Management ommttee20 Hndustan Unlever Lmted


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Overview Financial Statements Shareholder InformationReports

NotceAnnual Report 2013-14


Registered office: Unilever House, B. D. Sawant Marg, Chakala, Andheri (East), Mumbai - 400 099CIN: L15140MH1933PLC002030, Web: www.hul.co.in, Email: [email protected], Tel: +91 22 39832285 / 39832452

NOTIEof the Annual General Meeting

Notice is hereby given that the 81st Annual General Meeting ofHindustan Unilever Limited will be held on Monday, 30th June,2014 at 2.00 p.m. at the Registered Office of the Company atUnilever House, B. D. Sawant Marg, Chakala, Andheri (East),Mumbai - 400 099, to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Statement ofProfit and Loss for the financial year ended 31st March,2014, the Balance Sheet as at that date and the Reports ofthe Directors and Auditors thereon.

2. To confirm the payment of Interim Dividend and to declare aFinal Dividend on equity shares for the financial year ended31st March, 2014.

3. To elect and appoint Directors in place of those retiring byrotation.

4. To appoint M/s. BSR & Co. LLP, Chartered Accountants, as

Statutory Auditors of the Company in place of M/s. Lovelock& Lewes, the retiring Statutory Auditors, to hold office fromthe conclusion of this Annual General Meeting, until theconclusion of sixth Annual General Meeting to be held afterthis meeting, subject to ratification at every Annual GeneralMeeting and to fix their remuneration for the financial yearending 31st March, 2015.

SPECIAL BUSINESS

5. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as an OrdinaryResolution:

RESOLVED THAT pursuant to the provisions of

Sections 149, 150 and 152 and other applicable provisions,if any, of the Companies Act, 2013 and the Rules madethereunder, read with Schedule IV to the said Act,Mr. Aditya Narayan (DIN : 00012084), Director of theCompany who retires by rotation at the Annual GeneralMeeting, be and is hereby appointed as an IndependentDirector of the Company to hold office for a term upto fiveconsecutive years commencing from 30th June, 2014.

6. To consider and if thought fit, to pass with or witmodification(s), the following resolution as an OrdiResolution:

RESOLVED THAT pursuant to the provisionsSections 149, 150 and 152 and other applicable provis

if any, of the Companies Act, 2013 and the Rules mthereunder, read with Schedule IV to the said Mr. S. Ramadorai (DIN : 00000002), Director of the Comwho retires by rotation at the Annual General Meetingand is hereby appointed as an Independent Director oCompany to hold office for a term upto five consecyears commencing from 30th June, 2014.


RESOLVED THAT pursuant to the provisionsSections 149, 150 and 152 and other applicable provisif any, of the Companies Act, 2013 and the Rules mthereunder, read with Schedule IV to the said Mr. O. P. Bhatt (DIN : 00548091), Director of the Comwho retires by rotation at the Annual General Meetingand is hereby appointed as an Independent Director oCompany to hold office for a term upto five consecyears commencing from 30th June, 2014.


RESOLVED THAT pursuant to the provisionsSections 149, 150 and 152 and other applicable provisif any, of the Companies Act, 2013 and the Rules m

thereunder, read with Schedule IV to the said Dr. Sanjiv Misra (DIN : 03075797), Director of the Comwho retires by rotation at the Annual General Meetingand is hereby appointed as an Independent Director oCompany to hold office for a term upto five consecyears commencing from 30th June, 2014.


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Notce22 Hndustan Unlever Lmted

Notes:

1. An Explanatory Statement pursuant to Section 102 of theCompanies Act, 2013 relating to the Special Businessesto be transacted at the Annual General Meeting (AGM) isannexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLEDTO APPOINT A PROXY TO ATTEND AND VOTE ON HIS / HERBEHALF AND THE PROXY NEED NOT BE A MEMBER OFTHE COMPANY. Pursuant to the provisions of Section 105of the Companies Act, 2013, a person can act as a proxyon behalf of not more than fifty members and holding inaggregate not more than ten percent of the total ShareCapital of the Company. Members holding more than tenpercent of the total Share Capital of the Company mayappoint a single person as proxy, who shall not act as a proxy

for any other Member. The instrument of Proxy, in order tobe effective, should be deposited at the Registered Office ofthe Company, duly completed and signed, not later than 48hours before the commencement of the meeting. A ProxyForm is annexed to this Report. Proxies submitted on behalfof limited companies, societies, etc., must be supported byan appropriate resolution / authority, as applicable.

3. The Register of Members and Share Transfer Books of theCompany will remain closed from Friday, 13th June, 2014to Monday, 30th June, 2014 (both days inclusive). The bookclosure dates have been fixed in consultation with the StockExchanges.

4. The Final Dividend for the financial year ended 31st March,2014, as recommended by the Board, if approved by theMembers, will be paid on or after Friday, 4th July, 2014 tothose Members whose names appear in the Register ofMembers of the Company as on the book closure dates.

5. In accordance with the Articles of Association of theCompany, all Directors (except Mr. Sanjiv Mehta, who hasbeen appointed as the Managing Director for a term of fiveyears effective 10th October, 2013) retire every year and, ifeligible, offer themselves for re-appointment at the AGM.Consequent to the elevation of Mr. Sridhar Ramamurthyas the Senior Vice President, Finance for Global Markets,Unilever, he will cease to be a Director of the Company witheffect from 30th June, 2014 and will not offer himself forre-appointment. The Company had issued a Postal BallotNotice dated 24th March, 2014 proposing appointment ofMr. P. B. Balaji as Executive Director, Finance & IT and ChiefFinancial Officer with effect from 1st July, 2014 to succeedMr. Sridhar Ramamurthy. The results of the Postal Ballotwere declared on 5th May, 2014 and the Special Resolutionas set out in the said Postal Ballot Notice has been passedby the Members with an overwhelming majority of 99.76%of votes in favour of the Resolution. The appointment of

Mr. P. B. Balaji as Executive Director, Finance & IT and ChieFinancial Officer is subject to requisite approval from the

Central Government.

As per the provisions of the Companies Act, 2013Independent Directors are required to be appointed for aterm of upto five consecutive years and are not liable to retirby rotation. Accordingly, resolutions proposing appointmenof Independent Directors are given at item nos. 5 to 8The relevant details of Directors seeking appointment re-appointment under item no. 3, 5, 6, 7 and 8 of this Noticeare provided at page nos. 26 - 29 of the Annual Report.

6. The Company had received Special Notice dated 22nd Apri2014 under Section 140(4) read with Section 115 of theCompanies Act, 2013 from Unilever PLC, in its capacity asa Member of the Company recommending appointment oM/s. BSR & Co. LLP, Chartered Accountants, as StatutoryAuditors in place of M/s. Lovelock & Lewes, CharteredAccountants, the retiring Statutory Auditors. The changein the Statutory Auditor is proposed in order to remainat the forefront of good governance and in recognition oregulatory changes under the Companies Act, 2013. TheCompany has sent a copy of the said Special Notice to theretiring Statutory Auditors.

7. Pursuant to Section 101 and Section 136 of theCompanies Act, 2013 read with relevant Rules madethereunder, Companies can serve Annual Reports andother communications through electronic mode to thoseMembers who have registered their e-mail address

either with the Company or with the Depository. Memberswho have not registered their e-mail address with theCompany can now register the same by submitting aduly filled in E-Communication Registration Formavailable on the website of the Company www.hul.co.in, toM/s. Karvy Computershare Private Limited / InvestoService Department of the Company. Members holdingshares in demat form are requested to register their e-maiaddress with their Depository Participant(s) only. Memberof the Company, who have registered their e-mail addressare entitled to receive such communication in physical formupon request.

8. The Notice of AGM, Annual Report and Attendance Slip ar

being sent in electronic mode to Members whose e-maiIDs are registered with the Company or the DepositorParticipant(s) unless the Members have registered theirequest for a hard copy of the same. Physical copy of theNotice of AGM, Annual Report and Attendance Slip arebeing sent to those Members who have not registered theie-mail IDs with the Company or Depository Participant(s)Members who have received the Notice of AGM, AnnuaReport and Attendance Slip in electronic mode arerequested to print the Attendance Slip and submit a duly


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filled in Attendance Slip at the registration counter to attendthe AGM.

9. Pursuant to Section 108 of the Companies Act, 2013,read with the relevant Rules of the Act, the Companyis pleased to provide the facility to Members toexercise their right to vote by electronic means. TheMembers, whose names appear in the Register ofMembers / list of Beneficial Owners as on Thursday,12th June, 2014, i.e. the date prior to the commencementof book closure date are entitled to vote on the Resolutionsset forth in this Notice. Members who have acquired sharesafter the despatch of the Annual Report and before thebook closure may approach the Company for issuance ofthe User ID and Password for exercising their right to voteby electronic means. The e-voting period will commence

at 9.00 a.m. on Tuesday, 24th June, 2014 and will end at5.00 p.m. on Thursday, 26th June, 2014. The Companyhas appointed Mr. S. N. Ananthasubramanian, PractisingCompany Secretary, to act as the Scrutinizer, for conductingthe scrutiny of the votes cast. The Members desiring tovote through electronic mode may refer to the detailedprocedure on e-voting given hereinafter.

PROCEDURE FOR EVOTING

I. The Company has entered into an arrangement withNational Securities Depository Limited (NSDL) forfacilitating e-voting for AGM. The instructions for e-votingare as under:

(a) In case of Members receiving an e-mail from NSDL:(i) Open the PDF file HUL e-Voting.pdf attached

to the e-mail, using your Client ID / Folio No. aspassword. The PDF file contains your User IDand Password for e-voting. Please note that thePassword provided in PDF is an Initial Password.

(ii) Launch an internet browser and openhttps://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login.

(iv) Insert User ID and Initial Password as noted instep (i) above and click Login.

(v) Password change menu will appear. Change

the Password with a new Password of yourchoice. Please keep a note of the new Password.It is strongly recommended not to share yourPassword with any person and take utmost careto keep it confidential.

(vi) Home page of e-voting will open. Click on e-Voting- Active Voting Cycles.

(vii) Select EVEN of Hindustan Unilever Limited.

(viii) Now you are ready for e-voting as Cast Vote opens.

(ix) Cast your vote by selecting appropriate oand click on Submit. Click on Confirm wprompted.

(x) Upon confirmation, the message Vote successfully will be displayed.

(xi) Once you have voted on the resolution, younot be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other individuals, HUF, NRI, etc.) are required to scanned copy (PDF/JPG Format) of the releBoard Resolution/ Authority Letter, along attested specimen signature of the duly author

signatory(ies) who are authorised to vote, toScrutinizer by an e-mail at scrutinizer@snacwith a copy marked to [email protected].

(b) In case of Shareholders receiving physical copy o

the Notice of AGM and Attendance Slip

(i) Initial Password is provided, as follows, at thebottom of the Attendance Slip.

EVEN(E-Voting Event Number)

USER ID PASSWO

(ii) Please follow all steps from Sr. No. (ii) to Sr(xii) above, to cast vote.

II. In case of any queries, you may refer to the FrequAsked Questions (FAQs) and e-voting user maavailable in the downloads section of NSDLs e-vwebsite www.evoting.nsdl.com.

III. If you are already registered with NSDL for e-vthen you can use your existing User ID and Passwfor casting vote.

IV. The voting rights shall be as per the numbeequity share held by the Member(s) as on Thurs12th June, 2014. Members are eligible to cast electronically only if they are holding shares a

that date.

V. The Companies (Management and AdministraRules, 2014 provides that the electronic voting peshall be completed three days prior to the datAGM. Accordingly, the voting period shall commen9.00 a.m. on Tuesday, 24th June, 2014 and will en5.00 p.m. on Thursday, 26th June, 2014. The e-vomodule shall be disabled by NSDL at 5.00 p.m. onsame day.


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Notce24 Hndustan Unlever Lmted

VI. The results shall be declared on or after the AGM. Theresults along with the Scrutinizers Report, shall also

be placed on the website of the Company.

10. The Register of Directors and Key Managerial Personneland their shareholding maintained under Section 170 ofthe Companies Act, 2013, the Register of contracts orarrangements in which the Directors are interested underSection 189 of the Companies Act, 2013 and the Certificatefrom the Auditors of the Company certifying that the 2001HLL Stock Option Plan, 2006 HLL Performance ShareScheme and 2012 HUL Performance Share Scheme arebeing implemented in accordance with the Securities andExchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines, 1999,will be available for inspection at the AGM.

11. Members holding shares in demat form are hereby informedthat bank particulars registered with their respectiveDepository Participant(s), with whom they maintain theirdemat accounts, will be used by the Company for paymentof dividend. The Company or its Registrar cannot act on anyrequest received directly from the Members holding sharesin demat form for any change in bank particulars. Membersholding shares in demat form are requested to intimateany change in their address and / or bank mandate to theirDepository Participants immediately.

12. Members holding shares in physical form are requestedto intimate any change of address and / or bank mandateto M/s. Karvy Computershare Private Limited / InvestorService Department of the Company immediately.

13. Members are requested to share their valuable feedback byfilling Shareholders Satisfaction Survey given at the endof this Report. Members can also provide their feedbackonline, using the Shareholders Satisfaction Survey formavailable on the Investor Centre page on the website ofthe Company www.hul.co.in. This feedback will help theCompany improve Shareholder Service Standards.

14. Members are requested to note that as per Section 205A ofthe Companies Act, 1956, dividends not encashed / claimed

within seven years from the date of declaration will betransferred to the Investor Education and Protection Fund

(IEPF). After transfer of the said amount to IEPF, no claimin this respect shall lie against IEPF or the Company.

15. The status of dividends remaining unclaimed / unpaid witthe respective due dates of transfer to IEPF is provided apage no. 66 of this Annual Report. Members are requesteto contact M/s. Karvy Computershare Private Limited Investor Service Department of the Company for encashingthe unclaimed dividends standing to the credit of theiaccount.

16. The Securities and Exchange Board of India has mandatesubmission of Permanent Account Number (PAN) by everyparticipant in securities market. Members holding share

in demat form are, therefore, requested to submit PANdetails to the Depository Participants with whom they havedemat accounts. Members holding shares in physical formcan submit their PAN details to M/s. Karvy ComputersharePrivate Limited / Investor Service Department of theCompany.

17. For convenience of the Members and proper conduct othe meeting, entry to the meeting venue will be regulatedby Attendance Slip. Members are requested to sign at theplace provided on the Attendance Slip and hand it over athe registration counter.

18. Members desiring any information relating to the accountsare requested to write to the Company well in advance so as

to enable the management to keep the information ready.

Registered Office: By Order of the BoardUnilever House,B. D. Sawant Marg,Chakala, Andheri (East),Mumbai - 400 099

Dev Bajpai

Mumbai : 16th May, 2014

Executive Director (Legal &Corporate Affairs) and CompanySecretary


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EXPLANATORY STATEMENT

Item No. 5 to 8In accordance with the relevant provisions of the Articles ofAssociation of the Company and the erstwhile provisions of theCompanies Act, 1956, Mr. Aditya Narayan, Mr. S. Ramadorai,Mr. O. P. Bhatt and Dr. Sanjiv Misra, Independent Directorswere appointed / re-appointed by the Members of the Companyin the 80th AGM held on 26th July, 2013. The provisions of theCompanies Act, 2013 with respect to appointment and tenure ofthe Independent Directors have come into effect. As per the saidprovisions, the Independent Directors shall be appointed for notmore than two terms of five years each and shall not be liable toretire by rotation at every AGM.

The Board of Directors of the Company has decided to adopt

the provisions with respect to appointment and tenure ofIndependent Directors which is consistent with the CompaniesAct, 2013 and the amended Listing Agreement. Accordingly, theIndependent Directors will serve for not more than two terms offive years each on the Board of the Company. In the transition tothe Companies Act, 2013, which is effective 1st April, 2014, thoseIndependent Directors who have already served for ten or moreyears will serve for a maximum period of one term of five years.This is consistent with the provisions of Companies Act, 2013.In effect, the transition will be managed by re-appointing suchIndependent Directors for a period of one more term that doesnot exceed five years. With the above changes, the Companywould not have any upper age limit of retirement of IndependentDirectors from the Board and their appointment and tenure will

be governed by the provisions of Companies Act, 2013.

Mr. Aditya Narayan, Mr. S. Ramadorai, Mr. O. P. Bhatt andDr. Sanjiv Misra, will retire by rotation at the ensuing AGM as perthe erstwhile applicable provisions of the Companies Act, 1956.In terms of Section 149 and any other applicable provisions ofthe Companies Act, 2013, Mr. Aditya Narayan, Mr. S. Ramadorai,Mr. O. P. Bhatt and Dr. Sanjiv Misra, being eligible, offerthemselves for appointment as Independent Directors on

the Board of the Company. In line with the requirementhe Companies Act, 2013, it is therefore proposed to app

Mr. Aditya Narayan, Mr. S. Ramadorai, Mr. O. P. Bhatt Dr. Sanjiv Misra, as Independent Directors on the Board oCompany for a term upto five consecutive years, commenfrom 30th June, 2014. A brief profile of proposed IndepenDirectors, including nature of their expertise, is provided at no. 26 to 29 of this Annual Report.

Notices have been received from Members proposing candidaof the above Directors for the office of Independent Directthe Company. In the opinion of the Board, Mr. Aditya NaraMr. S. Ramadorai, Mr. O. P. Bhatt and Dr. Sanjiv Misra fulficonditions specified in the Companies Act, 2013 and the Rmade thereunder for appointment as Independent Direcof the Company. A copy of the draft Letter of Appointmen

Independent Directors, setting out terms and conditions of appointment, is available for inspection at the Registered Oof the Company during business hours on any working dayis also available on the website of the Company www.hul.co

None of the Directors or Key Managerial Personnel ofCompany and their relatives, other than Independent Direcfor their respective appointment, are concerned or interesfinancially or otherwise, in these Resolutions. The Bcommends the Ordinary Resolutions as set out at item no. 5for approval of the Members.

Registered Office: By Order of the BoardUnilever House,

B. D. Sawant Marg,Chakala, Andheri (East),Mumbai - 400 099

Dev Bajpai

Mumbai : 16th May, 2014

Executive Director (Legal &Corporate Affairs) and CompaSecretary


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Prole of Drectors26 Hndustan Unlever Lmted

PROFILE OF DIRETORSand other Directorships

HARISH MANWANI DIN : 00045160

Mr. Harish Manwani (60) assumed charge as the Non-ExecutiveChairman of the Company with effect from 1st July, 2005. He isalso the Chief Operating Officer of Unilever and a member ofUnilever Leadership Executive (ULE).

Mr. Manwani joined the Company in 1976. He joined the Board ofthe Company in 1995 as a Director responsible for the PersonalProducts business. In addition, he held regional responsibility asthe Category Leader for Personal Products for the then CentralAsia & Middle East (CAME) Group.

In 2000, Mr. Manwani moved to UK as Senior Vice Presidentfor the Global Hair Care and Oral Care Categories and in early2001, he was appointed as President - Home & Personal Care

(HPC), Latin America Business Group. He has also served asthe Chairman of Unilevers Latin America Advisory Council. In2004, he was appointed President and CEO of the HPC NorthAmerica Business Group and in April 2005 was elevated to theUnilever Executive as the President - Asia & Africa. In 2008,Mr. Manwani received the CNBC Asia Business Leader of theYear Award and as a part of the Singapore National Day Awards2012, Mr. Manwani was conferred the Public Service Medal(Friends of Singapore) by the Singapore Government.

Mr. Manwani is an Honours Graduate from the Mumbai Universityand holds a Master Degree in Management Studies. He hasalso attended the Advanced Management Programme (AMP) atHarvard Business School.

Mr. Manwani is a member of the Nomination and RemunerationCommittee of the Company.

Directorship in other Companies

Indian School of Business

Whirlpool Corporation

Pearson PLC

Qualcomm Inc.

Membership / Chairmanship of Board Committees in other

Companies

Whirlpool CorporationCorporate Governance and Nominating Committee MemberFinance Committee Member

Pearson PLCNomination Committee Member

SANJIV MEHTA DIN : 06699923

Mr. Sanjiv Mehta (53) joined the Board of the Company in October 2013He is also the Executive Vice President for Unilever in South Asiaand a member of Unilevers Global Market Executive.

Mr. Mehta joined Unilever in October 1992. He has led severaUnilever businesses across South Asia, South East Asia andMiddle East. He was appointed Chairman and Managing Directoof Unilever Bangladesh in 2002. In 2007, he was appointed asChairman and CEO of Unilever Philippines. In 2008, he tookup responsibility as the Chairman of Unilever North Africaand Middle East (NAME), leading a multi country organisationspanning 20 countries in the region.

During his tenure as the head of various Unilever Companies

the business achieved significant success accelerating bothgrowth and profitability. Importantly, he has been instrumentain building leadership talent and substantially strengtheningorganisational capabilities.

Before joining Unilever, Mr. Mehta worked for Union CarbideIndia. He is a Commerce graduate and a Chartered AccountantHe has also completed Advanced Management Program fromHarvard Business School.

He is a Member of the Nomination and Remuneration CommitteeStakeholders Relationship Committee and Corporate SociaResponsibility Committee of the Company.

Directorship in other CompaniesKimberly Clark Lever Private Limited

Hindustan Unilever Foundation

Bombay Chamber of Commerce and Industry

Breach Candy Hospital Trust

Federation of Indian Chamber of Commerce and Industry


Companies

Nil

ADITYA NARAYAN DIN : 00012084Mr. Aditya Narayan (62) began his career as a ManagemenTrainee with ICI India Limited (now Akzo Nobel India Limitedin 1973. He grew through diverse functions and businessesincluding a role as a Corporate Planning Manager at ICI GroupHQ in London. He served as the Managing Director of ICI Indiaduring 1996 - 2003 and then as its Non-Executive Chairman ove2003 - 2010. He also served as the President and CEO of BHPBilliton India during 2005 - 2009.


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Prole of DrectorsAnnual Report 2013-14

Mr. Narayan is a B. Tech. from IIT Kanpur and also has formalqualifications in Law. He was a Fellow in Interdisciplinary

Sciences at the University of Rochester, USA. He was aCommonwealth Scholar at the Manchester Business School in1991 and a Fellow at the Aspen Institute, Colorado, USA in 1998.

Mr. Narayan joined the Board of the Company as an IndependentDirector in 2001. He is the Chairman of the Audit Committee anda Member of the Nomination and Remuneration Committee andCorporate Social Responsibility Committee of the Company.


Linde India Limited


Companies

Linde India LimitedAudit Committee MemberShareholders / Investors Grievance Committee Chairman

S. RAMADORAI DIN : 00000002

Mr. S. Ramadorai (69) has been in public service since February2011, currently acting as Chairman of National Skill DevelopmentAgency (NSDA) in the rank of a Cabinet Minister. The NSDA isa newly formed autonomous body which will coordinate andharmonise the skill development efforts of the Government andthe private sector to achieve the skilling targets of the nation. Heis also Chairman of the National Skill Development Corporation

(NSDC), a Public Private Partnership arm of the Governmentof India for creating large, for-profit vocational institutions.Mr. Ramadorai continues as the Vice Chairman of Tata ConsultancyServices Limited.

In recognition of Mr. Ramadorais commitment and dedicationto the IT industry he was awarded the Padma Bhushan, Indiasthird highest civilian honour, in January 2006. In April 2009, he wasawarded the CBE (Commander of the Order of the British Empire)by Her Majesty Queen Elizabeth II for his contribution to the Indo-British economic relations.

Mr. Ramadorais academic credentials include a Bachelordegree in Physics from Delhi University, a Bachelor ofEngineering, degree in Electronics and Telecommunicationsfrom Indian Institute of Science, Bengaluru and a Master degreein Computer Science from the University of California, USA.Mr. Ramadorai attended the MIT Sloan School of Managementshighly acclaimed Senior Executive Development Programmein 1993.

Mr. Ramadorai joined the Board of the Company asIndependent Director in May 2002. He is a Member of

Audit Committee and the Chairman of the Nomination Remuneration Committee of the Company.


Tata Consultancy Services Limited

Tata Industries Limited

Tata Technologies Limited

CMC Limited

Piramal Enterprises Limited

Tata Elxsi Limited

Tata Teleservices (Maharashtra) Limited

Tata Communications Limited

Tata Advanced Systems Limited

Asian Paints Limited

BSE Limited

Tata Lockheed Martin Aerostructures Limited

Tara Aerospace Systems Limited

Air Asia (India) Private Limited

Tata Communication International Pte. Limited

Tata America International Corporation

Computational Research Laboratories Inc.

Membership / Chairmanship of Board Committees in oth

Companies

Tata Consultancy Services LimitedShareholders / Investors Grievance Committee MemberRemuneration Committee MemberExecutive Committee MemberEthics and Compliance Committee MemberRisk Management Committee Member

Tata Industries LimitedRemuneration Committee Member

Tata Technologies LimitedAudit Committee Member

Compensation and Remuneration Committee Chairman

CMC LimitedGovernance Committee MemberExecutive Committee Chairman

Piramal Enterprises LimitedNomination and Remuneration Committee Member


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Prole of Drectors28 Hndustan Unlever Lmted

Tata Elxsi LimitedExecutive Committee ChairmanAudit Committee MemberRemuneration Committee MemberNomination Committee Member

Tata Teleservices (Maharashtra) LimitedAudit Committee MemberEthics and Compliance Committee MemberExecutive Committee Member

Tata Communications International Pte. LimitedRemuneration Committee Chairman

Tata Advanced Systems Limited

Audit Committee ChairmanRemuneration Committee Chairman

BSE LimitedAdvisory Committee ChairmanAudit Committee MemberShare Allotment and Shareholders / Investors GrievanceCommittee ChairmanTrading and Surveillance Function Committee ChairmanCompensation Committee ChairmanPublic Interest Director Committee ChairmanDefaulters Committee MemberListing Function Committee MemberEthics Committee ChairmanMembership Selection Committee ChairmanStanding Committee Technology ChairmanSub-Committee for Monitoring Compliance of suggestiongiven in SEBI inspection report - ChairmanArbitration Committee - Member

O. P. BHATT DIN : 00548091

Mr. O. P. Bhatt (63) is the former Chairman of SBI (State Bankof India). In the 36 years that Mr. Bhatt served at SBI, he workedon several important national and international assignments.Mr. Bhatt led SBI through challenging times by capitalising onthe banks strengths. As Chairman of SBI, he was heading thelargest financial group in India, comprising, in addition to SBI,seven associate banks, five international banking subsidiariesand nine financial services companies in India. Under hisleadership, SBI rose on the Global List rankings of Fortune 500.

Mr. Bhatt was nominated Banker of the Year by BusinessStandard and CNN IBN Indian of the Year for Business in 2007.Mr. Bhatt was Chairman of the Indian Banks Association. He hasalso been a part of Indias eco-diplomacy as member of the Indo-US, Indo- Russia and Indo-French CEOs Forum. Presently, he isthe Governor on the Board of Centre for Creative Leadership,USA.

Mr. Bhatt holds a Graduate degree in Physics and a Post Graduatedegree in English literature (Gold Medal).

Mr. Bhatt was appointed as an Independent Director on the Boardof the Company in December 2011. He is a Member of the AudiCommittee and Nomination and Remuneration Committee of theCompany. He is the Chairman of the Stakeholders RelationshiCommittee and Corporate Social Responsibility Committee othe Company.


Oil and Natural Gas Corporation Limited

Tata Consultancy Services Limited

Tata Steel Limited

Standard Chartered PLC, London


Companies

Oil and Natural Gas Corporation LimitedAudit and Ethics Committee MemberShareholders / Investors Grievances Committee MemberProject Appraisal Committee ChairmanHeath, Safety and Environment Committee MemberFinancial Management Committee Member

Tata Consultancy Services LimitedAudit Committee MemberRisk Management Committee Member

Shareholders / Investors Grievances Committee MemberTata Steel LimitedAudit Committee MemberRemuneration Committee Member

DR. SANJIV MISRA DIN : 03075797

Dr. Sanjiv Misra (66) is a retired Indian Administrative Services(IAS) officer and a former member of the 13th FinanceCommission, a constitutional position with the rank of a Ministeof State. Prior to joining the Finance Commission, Dr. Misra haserved in a wide range of key positions in the Federal and StateGovernments, including as Managing Director of the GujaraIndustrial Development Corporation and stints at senior levels

in the Government of India in the Cabinet Office, the Ministryof Petroleum, the Ministry of Health & Family Welfare and theMinistry of Finance. He served as a Secretary in the Ministry oFinance till his superannuation.

Dr. Misra has represented India in various internationaconferences, seminars and negotiations. Till recently, Dr. Misrawas a Member of the Advisory Council of the Asian Developmen


Companies (Contd.)


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Prole of DrectorsAnnual Report 2013-14

Bank Institute, Tokyo. He was also a member of the Committeeon Fiscal Consolidation (Kelkar Committee) set up by the

Finance Minister in August 2012 to chart out a road map forfiscal consolidation for the Indian economy.

Dr. Misra graduated in Economics from St. Stephens College,Delhi. He has a Masters degree in Economics from the DelhiSchool of Economics, a Masters degree in Public Administrationfrom John F Kennedy School of Government, Harvard University,USA and a Ph. D. from the Jawaharlal Nehru University, NewDelhi. In recognition of exceptional academic strengths andleadership qualities, Dr. Misra was designated as Lucius NLittauer Fellow of 1987 at Harvard University.

Dr. Misra was appointed as an Independent Director on theBoard of the Company in April 2013. He is a Member of the Audit

Committee and Nomination and Remuneration Committee andCorporate Social Responsibility Committee of the Company.


Akzo Nobel India Limited

BSE Limited

Axis Bank Limited


Companies

BSE Limited

Audit Committee ChairmanPublic Interest Director Committee MemberDefaulters Committee MemberEthics Committee MemberDisciplinary Action Committee MemberCompensation Committee MemberOversight Committee (Member Regulation) MemberOversight Committee (Listing Function) MemberInspection and Compliance Committee MemberIPO Committee Member

Akzo Nobel India LimitedAudit Committee MemberShareholders / Investors Grievances Committee ChairmanRemuneration and Nomination Committee Member

Axis Bank LimitedRisk Management Committee - MemberCustomer Service Committee - Member

PRADEEP BANERJEE DIN : 02985965

Mr. Pradeep Banerjee (55) joined the Company as a ManagemTrainee in 1980. He has held a series of assignments in SuChain, Research & Development and Categories. Mr. Banebecame the Vice President - Technical (Home & Personal Cin 2003 and later moved to UK in 2005 as Vice President - GSupply Chain for Personal Care Category. He served as thePresident for Global Procurement in Singapore.

Mr. Banerjee was appointed as Executive Director - Supply Cof the Company in March 2010. He holds a Bachelor degreEngineering (Chemical) from IIT Delhi.


Unilever Nepal Limited

Unilever India Exports Limited

Membership / Chairmanship of Board Committees in oth

Companies

Nil

DIRECTORS INTEREST

The Directors of the Company may be deemed to be conceor interested to the extent of shares held by them in the Comas given in the table below:

Name of the Director No. of Shares % Hold

Harish Manwani 22,130 0.0

Sanjiv Mehta Nil

Aditya Narayan Nil

S. Ramadorai 35 0.0

O. P. Bhatt Nil

Sanjiv Misra Nil

Pradeep Banerjee 26,024 0.0


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Drectors Report30 Hndustan Unlever Lmted

DIRETORS REPORTand Management Discussion and Analysis

To the Members,

Your Companys Directors are pleased to present the 81st Annual Report of the Company, along with Audited Accounts, for the financiayear ended 31st March, 2014.

1. FINANCIAL PERFORMANCE STANDALONE

1.1. Results

(Rs. crores)

For the year ended31st March, 2014


Revenue from operations, net of excise 28,019.13 25,810.21

Profit before exceptional items and tax 4,799.71 4,349.48

Profit for the year 3,867.49 3,796.67

Dividend (including tax on distributed profits)* (3,272.97) (4,655.68)

Transfer to General Reserve (386.75) (379.67)

Profit & Loss Account balance carried forward 743.05 535.28

* In the year 2012-13, the Board of Directors declared a Special Dividend of Rs. 8.00 per Equity Share.

1.2. Category Wise Turnover

(Rs. crores)



Sales Others* Sales Others*Soaps and Detergents 13,460.98 222.43 12,460.96 240.86

Personal Products 7,979.81 141.10 7,309.10 162.56

Beverages 3,275.12 36.74 2,913.67 60.99

Packaged Foods 1,620.75 27.55 1,473.86 31.88

Others (including Exports, Chemicals, Infant Care Products, Water, etc.) 1,071.63 84.67 1,048.79 43.99

TOTAL 27,408.29 512

Documents

HUL-Annual-Report-2013-14_tcm114-391926