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Marico Ltd

BSE Code : 531642 | NSE Symbol : MARICO | ISIN:INE196A01026| SECTOR : FMCG |

NSE BSE
 
SMC down arrow

477.85

-9.90 (-2.03%) Volume 280564

21-Jan-2022 EOD

Prev. Close

487.75

Open Price

487.95

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

477.85(6534)

 

Today’s High/Low 487.95 - 475.00

52 wk High/Low 607.70 - 379.10

Key Stats

MARKET CAP (RS CR) 61755.73
P/E 53.69
BOOK VALUE (RS) 28.2136447
DIV (%) 750
MARKET LOT 1
EPS (TTM) 8.9
PRICE/BOOK 16.9368404926429
DIV YIELD.(%) 1.57
FACE VALUE (RS) 1
DELIVERABLES (%) 43.63
4

News & Announcements

20-Jan-2022

Marico Ltd - Marico Limited - Credit Rating

19-Jan-2022

Marico Ltd - Announcement under Regulation 30 (LODR)-Credit Rating

18-Jan-2022

Marico Ltd - Statement Of Investor Complaints For The Quarter Ended December 2021

14-Jan-2022

Marico Ltd - Marico Limited - Other General Purpose

12-Jan-2022

Marico to discuss results

24-Dec-2021

Marico allots 10,430 equity shares under ESOP

07-Dec-2021

Marico allots 2.50 lakh equity shares under ESOP

10-Nov-2021

Marico allots 8330 equity shares under ESOP

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Ador Multi Products Ltd 523120
Ajay Home Products Ltd 40331
Amar Remedies Ltd 532664 AMAR
Amarshiv Opticals Ltd (Wound-up) 523892
Bajaj Consumer Care Ltd 533229 BAJAJCON
Birla Pacific Medspa Ltd 533469
Carewell Hygiene Products Ltd 526013
Dabur India Ltd 500096 DABUR
Emami Ltd 531162 EMAMILTD
Enjayes Natural Flavours Ltd 531964
Fem Care Pharma Ltd(merged) 524608
GKB Ophthalmics Ltd 533212 GKB
Godrej Consumer Products Ltd 532424 GODREJCP
Godrej Soaps Ltd (Merged) 523870
Indo American Optics Ltd 526119
JHS Svendgaard Laboratories Ltd 532771 JHS
Jyothy Labs Ltd 532926 JYOTHYLAB
Kaya Ltd 539276 KAYA
Kukar Sons (Indo French) Exports Ltd 521117
Lykis Ltd 530689
Lynx Optics Ltd 526123
Marico Kaya Enterprises Ltd 538503 MAKE
Novateor Research Laboratories Ltd 542771
Paramount Cosmetics (India) Ltd 507970
Radix Industries (India) Ltd 531412
Regency Diaper Industries Ltd 523281
Safal Herbs Ltd 532034
Shri Niranjan Ayurved Bhavan Ltd 530641
Sonal Cosmetics (Exports) Ltd 526029 SONALCOSM
Swastik Surfactants Ltd 506718
Tata Oil Mills Company Ltd (Merged) 507660
Velvette International Pharma Products Ltd 524528

Share Holding

Category No. of shares Percentage
Total Foreign 339063869 26.25
Total Institutions 109809402 8.50
Total Govt Holding 1117710 0.09
Total Non Promoter Corporate Holding 9885653 0.77
Total Promoters 769027740 59.52
Total Public & others 63038754 4.88
Total 1291943128 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Marico Ltd

Marico Limited is one of India's leading consumer products companies operating in the beauty and wellness space. Currently present in 25 countries across emerging markets of Asia and Africa, Marico has nurtured multiple brands in the categories of hair care, skin care, edible oils, health foods, male grooming, and fabric care. Marico's India business markets household brands such as Parachute, Parachute Advansed, Saffola, Hair & Care, Nihar, Nihar Naturals, Livon, Set Wet, Mediker and Revive among others. The International business offers unique brands such as Parachute, HairCode, Caivil, Hercules, Black Chic, Isoplus, Code 10, Ingwe, X-Men and Thuan Phat that are localized to fulfil the lifestyle needs of international consumers. Marico Limited (ML), a leading Fast Moving Consumer Goods (FMCG) player was incorporated on 13th October 1988 under the name of Marico Foods Limited. The name of the company was changed from Marico Foods Limited to Marico Industries Limited with effect from 31st October of the year 1989. During the same year 1989, in December, the company had entered into an agreement with M/s. Rasoi Industries Limited for purchase of its unit located at M.I.D.C. Industrial Estate, Jalgaon. After a year, in 1990, ML made a Registered Users Agreement with Bombay Oil Industries Ltd (BOIL) for the use of the brands Parachute and Saffola for an initial period of 3 years commenced from 1st April of the same year. The Company established a new plant at Kanjikode, Palghat District of Kerala to manufacture Parachute Coconut Oil with capacity of 24000 tonnes of coconut oil per annum, began commercial operation in May of the year 1993. During the year 1995, ML had acquired the Brand SIL' from KFL for the consideration of Rs 3 crores. Marico had extended its Sweekar oil brand during the year 1997, by the way of two new refined oils entry namely Sweekar cotton seed oil and Sweekar mustard oil. In the identical year of 1997, the company had set up a factory near Jalgaon to process the cotton seeds and another factory near Jaipur for the mustard oil. The Company made the join venture between a Lever group company and Nissin of Japan in the year 1998, and its products were distributed through HLL's channels. During the year 2000, the company made a tie up with the International Association of Trichologists (IAT), a non-profit organisation based in Australia. In the identical year, ML had launched Parachute Dandruff Solution Coconut Hair Oil in Calcutta, the first oil to combine coconut oil with antidandruff properties in single hair oil. After a year, in 2001, the company had introduced the Revive Anti-Bacteria starch. Marico had acquired a controlling equity interest in Sundari LLC during the period of 2003. High Court of Judicature at Bombay approves the Scheme of Amalgamation of Anandita Arnav Trading & Investment Private Ltd, Madhav Nandini Trading & Investment Private Ltd, Rajvi Rishabh Trading & Investment Private Ltd and Rishabh Harsh Trading & Investment Private Ltd with the company on 12th February 2004. In the same year of 2004, the company had forayed into the beauty products segment with the launch of Silk-n-Shine, a post-wash hair care product. During the year 2006, Marico had acquired Hindustan Lever Limited's Nihar for the consideration of Rs 216 crores. In October of the year 2007, the company had entered into the South African ethnic hair care and health care market. Marico acquired the consumer division of Enaleni Pharmaceuticals, through purchase of 100% shares in Enaleni Pharmaceuticals Consumer Division (EPCD), an Enaleni subsidiary. ML had divested of its processed foods business, Sil' to a Danish business house, Good Food Group in March of the year 2008. The transaction, for an undisclosed consideration envisages a sale of Mario's Sil business to the Indian subsidiary of Good Food Group A/S, Scandic Food India (Scandic). In 2009, Marico made a public offering of equity in Bangladesh in a first for one its overseas subsidiaries. In 2010, Marico began its South East Asia journey with the launch of Code 10, a male grooming brand, in Malaysia and Derma Rx skin care solutions in Singapore. In India, Saffola launched Masala oats as breakfast food during the year. In 2011, Parachute Advanced entered the skin-care category with the launch of Parachute Advanced Body Lotion (PABL). During the year, Parachute Gold Hair Cream was launched in the Middle East market targeted to women. On 18 February 2011, Marico announced that it has acquired 85% equity stake in International Consumer Products Corporation (ICP), one of the most successful Vietnamese FMCG companies, for an undisclosed consideration. ICP was founded, in 2001, by Dr. Phan Quoc Cong and his partner. ICP achieved a turnover of a little over USD 25 million during the calendar year 2010. Its brands X-Men, L'Ovite, Thuan Phat and others have a significant presence across personal care, beauty cosmetics and sauces/condiments categories. On 25 March 2011, Marico Group announced the divestment of its refined sunflower oil brand Sweekar' to Cargill India Private Limited (Cargill). The transaction, for an undisclosed consideration, envisages an assignment of the Sweekar trademark and copyrights from Marico to Cargill. On 15 February 2012, Marico announced that it has executed documents to acquire Set Wet, Livon, Zatak and certain other personal care brands currently owned by Reckitt Benckiser (RB). RB had acquired these brands from Paras Pharmaceuticals in a deal completed during April 2011. The transaction envisages transfer of all key assets including intellectual property rights, supply agreements and third party manufacturing agreements (Paras PC business), for an undisclosed consideration. These assets are in the process of being transferred to a separate company in which Marico will acquire 100% shares. The Paras PC business is expected to achieve a turnover of over Rs 150 crore during FY 2012. Brands in the portfolio are amongst the top three positions in the hair gels, male deodorant and leave-on hair serum categories. This acquisition gives Marico an opportunity to participate in the rapidly growing deodorant and male grooming categories in India. The Board of Directors of Marico at its meeting held on 6 April 2012 considered, approved and recommended a proposal to issue and allot 2.94 crore equity shares at issue price of Rs 170 per share aggregating Rs 500 crore on preferential basis to Indivest Pte Ltd, an affiliate of Government of Singapore Investment Corporation Pte Ltd (GIC), and Baring India Private Equity Fund III Listed Investments Limited. The Board of Directors of Marico at its meeting held on 7 January 2013 approved demerger of the Kaya skin care solutions business into a separate company which will be named Marico Kaya Enterprises Limited (MaKE) or any such other name as may be approved by the Registrar of Companies. The business undertaking of Kaya housed in Marico Limited, comprising investment in equity of Kaya Limited, related IPRs, employee contracts and cash and bank balances will be demerged into MaKE through a High Court approved Scheme of Arrangement, subject to approvals by the shareholders and creditors and lenders in Marico Limited. As a consideration, the shareholders of Marico Limited as on the record date, shall be issued 1 share of MaKE with a face value of Rs 10 each to be issued at a premium of Rs 200 per share for every 50 shares of Marico with a face value of Re 1 each. On 25 October 2013, Marcio announced that it has decided to stop production at its manufacturing plant at Ponda in Goa. This unit was set up in 1997 for manufacture and packaging of pure coconut oil. Due to input material supply and logistic dynamics that changed over the year, the operations at the plant became commercially unviable. The company has decided to close the plant in due course for which initial preparatory steps are being taken. With effect from 21 November 2013, Marico stopped manufacturing activities at its Dehradun Camp Road plant and initiated for a closure of the plant. This plant was set up in 2003 for manufacture of cosmetics. On 14 January 2014, credit rating agency CRISIL upgraded its ratings on the long-term debt instruments, and long-term bank facilities of Marico to 'CRISIL AA+/Stable' from 'CRISIL AA/Positive', and reaffirmed its rating on the short-term debt programme and short-term bank facilities at 'CRISIL A1+'. The rating upgrade reflects CRISIL's expectation of improvement in Marico's business risk profile over the medium term driven by increasing revenue diversity and dominant market position in branded coconut oil, value added hair oil, and premium refined edible oil segments. The Board of Directors of Marico at its meeting held on 4 November 2015 recommended the issue bonus shares in the ratio of 1:1 i.e. one fully paid-up equity share of Re. 1 each for every one existing fully paid-up equity share of Re. 1 each held in the company. On 27 May 2016, Marico announced that the commercial production for manufacturing of value added hair oils has successfully commenced at its newly set up plant in Guwahati, Assam. Marico's second plant in Guwahati, Assam set up to manufacture value added personal care products successfully commenced commercial production on 16 March 2017. On 17 March 2017, Marico announced a strategic investment in Zed Lifestyle Private Limited with an acquisition of 45% equity stake for an undisclosed consideration. The equity stake shall be acquired over a period of two years, through primary infusion and secondary buy-outs. Zed Lifestyle owns Beardo, a fast growing male grooming brand founded by entrepreneurs Ashutosh Valani and Priyank Shah in June 2016 in Ahmedabad, India. Marico views this investment in Zed Lifestyle as a stepping stone towards its ambition of strengthening its presence and widening its portfolio in the male grooming market. On 28 July 2017, Marico South Africa Pty. Limited (MSA), a wholly owned step-down subsidiary of Marico announced the acquisition of business including related intellectual property rights of ISOPLUS, a leading hair styling brand in South Africa from JM Products SA Pty. Limited and Ms. Mary L Harris, its owner for a consideration of 75 million South African Rand (about Rs 36 crore) at a revenue multiple of 1.2. The strategic buyout will enable MSA to become a full spectrum ethnic hair care company in South Africa. The acquisition comprises purchase of manufacturing facilities, working capital and all intellectual property rights owned by JM Products and Ms. Mary L Harris. On 7 March 2018, Marico announced that it has exited Bellezimo Professionale Products Private Limited (Bellezimo) by selling back its entire 45% equity stake in the company to the promoters of Bellezimo for a total consideration of Rs 1.60 crore. Bellezimo is engaged in marketing skin care products to cater to Salons channel. The capital expenditure in FY2018 was Rs 128 crore (USD20 million). During the FY2019,the company entered into Shareholders' Agreement and share subscription agreement with Revolutionary Fitness Pvt Ltd(Revofit) and acquired 22.46% of its equity stake. Consequently Revofit became an associate company of Marico. During the FY2020,the company spent Rs 194 crore towards capital expenditure(CAPEX) for capacity expansion and maintenance of existing manufacturing facilities. The Ministry of Home Affairs vide order No.40-3/2020 dated 24.03.2020 notified first ever nationwide lockdown in India to contain the outbreak of COVID 19. As a result, the operations were temporarily disrupted at manufacturing, warehouse and distribution locations of Marico India. Further, International businesses were also temporarily disrupted with many of the territories experiencing partial or complete lockdown in the last week of March 2020. On 30 June 2020, the Company has acquired the remaining 55% stake in ZED Lifestyle Private Limited (which was earlier a Joint Venture) and converted it into a wholly owned subsidiary. During the quarter ended 30 September 2020, the Company has sold its entire stake in 'Revolutionary Fitness Private Limited' and 'Hello Green Private Limited' (Joint Ventures). The National Company Law Tribunal at Mumbai Bench has, vide order dated December 2, 2020 sanctioned Scheme of Arrangement (the Scheme') of Marico Consumer Care Ltd (MCCL) (Subsidiary of Marico Ltd) with effective date as April 1, 2020 with the holding company.

Marico Ltd Chairman Speech

Our fortitude and values come to the fore

Dear Shareholders,

I am pleased to present to you the third Integrated Report of your Company. The pandemic created many unforeseen challenges on our path. I take this opportunity to send our thoughts and prayers to all stakeholders affected by the crisis, including the familes,i fr endsi and relat ives of the valued members of your Company. We have not suffered a global health crisis of this magnitude in generations, and are more than grateful to all those frontline workers who have worked tirelessly to help keep others safe and provde essent i al goods and services to all.

At Marico, our members come first and we are focusing on their well-being by taking all possible steps to provde thei support required to cope with these difficult times. Despite the wdespreadi d isruption during the year under revew,i your Company demonstrated both resili ence and ag ility and delivered impressive results. This has only reinforced our faith in the lasting strength of the strategic building blocks of your Company, namely brand, people and culture. It is the trusted equity of our brands that consumers seek solace in, especally dur i ing such uncertainty. The fortitude of our members and the values i ngrained in our culture have truly come to the fore in these unprecedented times. I_firmly beleve thati it is only when you're empowered with freedom and opportunity that you rise above the task at hand and take complete ownership to make a_difference.

A visible silver lining

A year since the onset of the pandemic, the global economy remains under pressure, accompanied by sustained fatalities and widespread unemployment. However, despite the uncertainties, the way out of this health and economic crisis is increasingly visible. Vaccination is picking up pace and the workforce around the world is adapting to ways of working with reduced mobility. The International Monetary Fund (IMF), in its latest report, has projected a stronger recovery for the global economy compared to its earlier forecast, with growth projected at 6% in 2021, moderating to 4.4% in 2022, after a historic contraction of an estimated 3.3% in 2020.

The Indian economy contracted by 7.3% in FY21. In view of the severity and spread of the second COVID-19 wave in India, accompanied by the overwhelming pressure on the healthcare system, the IMF is likely to lower its most recent growth rate projection of 12.5% for FY22. With the human and economic toll on the rise, I hope that we overcome this crisis through a coordinated policy response to fight the virus, including acceleration of the vaccination campaign along with allocation of more fiscal resources to the health sector and social support for the vulnerable.

Sustainable value creation at Marico

Our commitment to responsible growth has always been the focal point of everything we do at Marico. It has been our long-standing belief that sustainable and purposeful businesses will stand the test of time and drive superior long-term performance stands more validated now than ever before. The severe human crisis that we are facing today has further necessitated a stakeholder approach to growth, which relies on compassion, collaboration and inclusivity.

In FY21, your Company continued to make concerted efforts to reduce operational risks, enhance environmental stewardship, garner eco-consciousness amongst consumers, maintain best-in-class governance standards and most importantly, safeguard lives to thrive in the next normal of business.

As part of our climate action goals, our aim is to transition the operations of all facilities to carbon neutral status and mitigate our value chain climate impact. Over 72% of your Company's energy needs are met from renewable energy sources. Our Perundurai (Tamil Nadu) manufacturing facility has been certified as ‘Carbon Neutral' and has received platinum-level certification from CII Green Company Rating System (GreenCo) and Indian Green Building Council (IGBC) - all three notable achievements.

Water conservation is a core thrust area of our sustainability agenda and your Company aims to become a water steward, thereby creating sufficient quantities for community usage and agricultural purposes. Under the ‘Jalaashay' programme, your Company has continually replenished 100% of the water consumed in its operations and has built a cumulative conservation potential of approximately 2.15_ Billion litres so far. We have also ensured that 100% of your Company's liquid waste is treated and reused within the plant boundaries.

Towards plastic waste management, the ‘UpCycle' programme has resulted in 95% of your Company's product packaging (by weight) being recyclable. Additionally, in conformance with our Extended Producer Responsibility (EPR) commitment, we have completed collection, energy recovery and environmentally safe disposal of about 1,630_MT (equivalent in weight) of post-consumer multi-layer packaging used in our products. We have also completed a collaborative circular packaging initiative with Dow and Lucro Plastecycle towards the usage of post-consumer recycled (PCR) shrink films for the brand Parachute.

Through our Parachute Kalpavriksha programme, we are striving to empower coconut farmers in India to leverage scientific techniques, advanced agricultural trainings and a range of farm-support resources that improve the quality of yields as well as boost socio-economic livelihoods. The Company has enrolled 17,997 farmers this year (cumulative number stands at 39,040 farmers), covering 54,931 acres of coconut farms (cumulative number stands at 1.8 Lakh acres) and effecting an overall year-on-year improvement in productivity of 15%.

Enabling socially inclusive development

This year, your Company continued its efforts towards enabling responsible and socially-inclusive growth for the community through a variety of educational outreach initiatives, livelihood sustenance programmes and innovation-led value-creation campaigns.

During the ongoing pandemic, your Company has been able to distribute 1.4 Million masks, 6.7 Lakh PPE kits and 633 ventilators to help safeguard lives of primary healthcare workers, the police and emergency services staff, among others.

Since its inception in 2003, the Marico Innovation Foundation (MIF) has played a catalytic role in the innovation ecosystem to help start-ups scale-up. In collaboration with other organisations, the Foundation helped fund nine scale-up innovation challenges to recognise winning solutions. Of these, the most impactful has been the Innovate2Beat COVID Grand Challenge, which was launched to find affordable and scalable affordable and scalable healthcare solutions in India. The five winning solutions received a grant of H_24 Million.

Looking ahead

In any crisis, it is important to move quickly to reset objectives in line with changing market realities. However, our strategic priorities, which have always been guided by our credo – ‘Making a Difference' – remain unaltered and gain even more relevance in this evolving context. Your Company will continue to focus on nurturing and building responsible, safe, authentic and trusted products for our consumers and making them more accessible through agile and resilient execution. We will maintain a collaborative approach with all our partners in the value chain and stay true to our commitment to the community and the planet in a bid to create sustainable value for all.

I continue to act as the Non-Executive Chairman of the Board, while Saugata continues to lead your Company's strategic growth initiatives. While the Board remains the guide and mentor of the top management, keeping in mind the right balance in composition relative to Director tenure, your Company will undertake a Board rejuvenation exercise over the next few years. I also lead efforts to improve the collective functioning of the Board while remaining actively involved in our CSR initiatives.

I would once again like to express my gratitude to all our team members for valiantly fighting through the challenges posed by this unprecedented crisis and extend my sincere gratitude to the Board for its continued guidance and support. I also convey heartfelt appreciation for all our business partners, vendors and other business associates who have firmly stood by your Company amidst adversity. We deeply value the faith, guidance and support of all our shareholders and would continue to do so as we attempt to emerge stronger from the challenges and look ahead to brighter times.

Warm regards,

Harsh Mariwala

Chairman

   

Marico Ltd Company History

Marico Limited is one of India's leading consumer products companies operating in the beauty and wellness space. Currently present in 25 countries across emerging markets of Asia and Africa, Marico has nurtured multiple brands in the categories of hair care, skin care, edible oils, health foods, male grooming, and fabric care. Marico's India business markets household brands such as Parachute, Parachute Advansed, Saffola, Hair & Care, Nihar, Nihar Naturals, Livon, Set Wet, Mediker and Revive among others. The International business offers unique brands such as Parachute, HairCode, Caivil, Hercules, Black Chic, Isoplus, Code 10, Ingwe, X-Men and Thuan Phat that are localized to fulfil the lifestyle needs of international consumers. Marico Limited (ML), a leading Fast Moving Consumer Goods (FMCG) player was incorporated on 13th October 1988 under the name of Marico Foods Limited. The name of the company was changed from Marico Foods Limited to Marico Industries Limited with effect from 31st October of the year 1989. During the same year 1989, in December, the company had entered into an agreement with M/s. Rasoi Industries Limited for purchase of its unit located at M.I.D.C. Industrial Estate, Jalgaon. After a year, in 1990, ML made a Registered Users Agreement with Bombay Oil Industries Ltd (BOIL) for the use of the brands Parachute and Saffola for an initial period of 3 years commenced from 1st April of the same year. The Company established a new plant at Kanjikode, Palghat District of Kerala to manufacture Parachute Coconut Oil with capacity of 24000 tonnes of coconut oil per annum, began commercial operation in May of the year 1993. During the year 1995, ML had acquired the Brand SIL' from KFL for the consideration of Rs 3 crores. Marico had extended its Sweekar oil brand during the year 1997, by the way of two new refined oils entry namely Sweekar cotton seed oil and Sweekar mustard oil. In the identical year of 1997, the company had set up a factory near Jalgaon to process the cotton seeds and another factory near Jaipur for the mustard oil. The Company made the join venture between a Lever group company and Nissin of Japan in the year 1998, and its products were distributed through HLL's channels. During the year 2000, the company made a tie up with the International Association of Trichologists (IAT), a non-profit organisation based in Australia. In the identical year, ML had launched Parachute Dandruff Solution Coconut Hair Oil in Calcutta, the first oil to combine coconut oil with antidandruff properties in single hair oil. After a year, in 2001, the company had introduced the Revive Anti-Bacteria starch. Marico had acquired a controlling equity interest in Sundari LLC during the period of 2003. High Court of Judicature at Bombay approves the Scheme of Amalgamation of Anandita Arnav Trading & Investment Private Ltd, Madhav Nandini Trading & Investment Private Ltd, Rajvi Rishabh Trading & Investment Private Ltd and Rishabh Harsh Trading & Investment Private Ltd with the company on 12th February 2004. In the same year of 2004, the company had forayed into the beauty products segment with the launch of Silk-n-Shine, a post-wash hair care product. During the year 2006, Marico had acquired Hindustan Lever Limited's Nihar for the consideration of Rs 216 crores. In October of the year 2007, the company had entered into the South African ethnic hair care and health care market. Marico acquired the consumer division of Enaleni Pharmaceuticals, through purchase of 100% shares in Enaleni Pharmaceuticals Consumer Division (EPCD), an Enaleni subsidiary. ML had divested of its processed foods business, Sil' to a Danish business house, Good Food Group in March of the year 2008. The transaction, for an undisclosed consideration envisages a sale of Mario's Sil business to the Indian subsidiary of Good Food Group A/S, Scandic Food India (Scandic). In 2009, Marico made a public offering of equity in Bangladesh in a first for one its overseas subsidiaries. In 2010, Marico began its South East Asia journey with the launch of Code 10, a male grooming brand, in Malaysia and Derma Rx skin care solutions in Singapore. In India, Saffola launched Masala oats as breakfast food during the year. In 2011, Parachute Advanced entered the skin-care category with the launch of Parachute Advanced Body Lotion (PABL). During the year, Parachute Gold Hair Cream was launched in the Middle East market targeted to women. On 18 February 2011, Marico announced that it has acquired 85% equity stake in International Consumer Products Corporation (ICP), one of the most successful Vietnamese FMCG companies, for an undisclosed consideration. ICP was founded, in 2001, by Dr. Phan Quoc Cong and his partner. ICP achieved a turnover of a little over USD 25 million during the calendar year 2010. Its brands X-Men, L'Ovite, Thuan Phat and others have a significant presence across personal care, beauty cosmetics and sauces/condiments categories. On 25 March 2011, Marico Group announced the divestment of its refined sunflower oil brand Sweekar' to Cargill India Private Limited (Cargill). The transaction, for an undisclosed consideration, envisages an assignment of the Sweekar trademark and copyrights from Marico to Cargill. On 15 February 2012, Marico announced that it has executed documents to acquire Set Wet, Livon, Zatak and certain other personal care brands currently owned by Reckitt Benckiser (RB). RB had acquired these brands from Paras Pharmaceuticals in a deal completed during April 2011. The transaction envisages transfer of all key assets including intellectual property rights, supply agreements and third party manufacturing agreements (Paras PC business), for an undisclosed consideration. These assets are in the process of being transferred to a separate company in which Marico will acquire 100% shares. The Paras PC business is expected to achieve a turnover of over Rs 150 crore during FY 2012. Brands in the portfolio are amongst the top three positions in the hair gels, male deodorant and leave-on hair serum categories. This acquisition gives Marico an opportunity to participate in the rapidly growing deodorant and male grooming categories in India. The Board of Directors of Marico at its meeting held on 6 April 2012 considered, approved and recommended a proposal to issue and allot 2.94 crore equity shares at issue price of Rs 170 per share aggregating Rs 500 crore on preferential basis to Indivest Pte Ltd, an affiliate of Government of Singapore Investment Corporation Pte Ltd (GIC), and Baring India Private Equity Fund III Listed Investments Limited. The Board of Directors of Marico at its meeting held on 7 January 2013 approved demerger of the Kaya skin care solutions business into a separate company which will be named Marico Kaya Enterprises Limited (MaKE) or any such other name as may be approved by the Registrar of Companies. The business undertaking of Kaya housed in Marico Limited, comprising investment in equity of Kaya Limited, related IPRs, employee contracts and cash and bank balances will be demerged into MaKE through a High Court approved Scheme of Arrangement, subject to approvals by the shareholders and creditors and lenders in Marico Limited. As a consideration, the shareholders of Marico Limited as on the record date, shall be issued 1 share of MaKE with a face value of Rs 10 each to be issued at a premium of Rs 200 per share for every 50 shares of Marico with a face value of Re 1 each. On 25 October 2013, Marcio announced that it has decided to stop production at its manufacturing plant at Ponda in Goa. This unit was set up in 1997 for manufacture and packaging of pure coconut oil. Due to input material supply and logistic dynamics that changed over the year, the operations at the plant became commercially unviable. The company has decided to close the plant in due course for which initial preparatory steps are being taken. With effect from 21 November 2013, Marico stopped manufacturing activities at its Dehradun Camp Road plant and initiated for a closure of the plant. This plant was set up in 2003 for manufacture of cosmetics. On 14 January 2014, credit rating agency CRISIL upgraded its ratings on the long-term debt instruments, and long-term bank facilities of Marico to 'CRISIL AA+/Stable' from 'CRISIL AA/Positive', and reaffirmed its rating on the short-term debt programme and short-term bank facilities at 'CRISIL A1+'. The rating upgrade reflects CRISIL's expectation of improvement in Marico's business risk profile over the medium term driven by increasing revenue diversity and dominant market position in branded coconut oil, value added hair oil, and premium refined edible oil segments. The Board of Directors of Marico at its meeting held on 4 November 2015 recommended the issue bonus shares in the ratio of 1:1 i.e. one fully paid-up equity share of Re. 1 each for every one existing fully paid-up equity share of Re. 1 each held in the company. On 27 May 2016, Marico announced that the commercial production for manufacturing of value added hair oils has successfully commenced at its newly set up plant in Guwahati, Assam. Marico's second plant in Guwahati, Assam set up to manufacture value added personal care products successfully commenced commercial production on 16 March 2017. On 17 March 2017, Marico announced a strategic investment in Zed Lifestyle Private Limited with an acquisition of 45% equity stake for an undisclosed consideration. The equity stake shall be acquired over a period of two years, through primary infusion and secondary buy-outs. Zed Lifestyle owns Beardo, a fast growing male grooming brand founded by entrepreneurs Ashutosh Valani and Priyank Shah in June 2016 in Ahmedabad, India. Marico views this investment in Zed Lifestyle as a stepping stone towards its ambition of strengthening its presence and widening its portfolio in the male grooming market. On 28 July 2017, Marico South Africa Pty. Limited (MSA), a wholly owned step-down subsidiary of Marico announced the acquisition of business including related intellectual property rights of ISOPLUS, a leading hair styling brand in South Africa from JM Products SA Pty. Limited and Ms. Mary L Harris, its owner for a consideration of 75 million South African Rand (about Rs 36 crore) at a revenue multiple of 1.2. The strategic buyout will enable MSA to become a full spectrum ethnic hair care company in South Africa. The acquisition comprises purchase of manufacturing facilities, working capital and all intellectual property rights owned by JM Products and Ms. Mary L Harris. On 7 March 2018, Marico announced that it has exited Bellezimo Professionale Products Private Limited (Bellezimo) by selling back its entire 45% equity stake in the company to the promoters of Bellezimo for a total consideration of Rs 1.60 crore. Bellezimo is engaged in marketing skin care products to cater to Salons channel. The capital expenditure in FY2018 was Rs 128 crore (USD20 million). During the FY2019,the company entered into Shareholders' Agreement and share subscription agreement with Revolutionary Fitness Pvt Ltd(Revofit) and acquired 22.46% of its equity stake. Consequently Revofit became an associate company of Marico. During the FY2020,the company spent Rs 194 crore towards capital expenditure(CAPEX) for capacity expansion and maintenance of existing manufacturing facilities. The Ministry of Home Affairs vide order No.40-3/2020 dated 24.03.2020 notified first ever nationwide lockdown in India to contain the outbreak of COVID 19. As a result, the operations were temporarily disrupted at manufacturing, warehouse and distribution locations of Marico India. Further, International businesses were also temporarily disrupted with many of the territories experiencing partial or complete lockdown in the last week of March 2020. On 30 June 2020, the Company has acquired the remaining 55% stake in ZED Lifestyle Private Limited (which was earlier a Joint Venture) and converted it into a wholly owned subsidiary. During the quarter ended 30 September 2020, the Company has sold its entire stake in 'Revolutionary Fitness Private Limited' and 'Hello Green Private Limited' (Joint Ventures). The National Company Law Tribunal at Mumbai Bench has, vide order dated December 2, 2020 sanctioned Scheme of Arrangement (the Scheme') of Marico Consumer Care Ltd (MCCL) (Subsidiary of Marico Ltd) with effective date as April 1, 2020 with the holding company.

Marico Ltd Directors Reports

To the Members,

Your Board of Directors ("Board") is pleased to present the Thirty Third Annual Report of Marico Limited ("Marico" or

"the Company" or "your Company"), for the financial year ended March 31, 2021 ("the year under review" or "the year" or "FY21").

In compliance with the applicable provisions of Companies Act, 2013, ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1, 2020 to March 31, 2021, in respect of Marico and Marico Consolidated comprising Marico, its subsidiaries and associate companies. The consolidated entity has been referred to as "Marico Group" or "the Group" in this report.

FINANCIAL RESULTS - AN OVERVIEW

(R in Crores)

Year ended Year ended
Particulars
March 31, 2021 March 31, 2020
Consolidated Summary for the Group
Revenue from Operations 8,048 7,315
Profit before Tax 1,523 1,374
Profit after tax before exceptional items 1,165 1,065
Profit after Tax 1,199 1,043
Marico Limited (Standalone) 6,337 5,853
Revenue from Operations
Profit before Tax 1,311 1,261
Less: Provision for Tax for the current year 205 254
Profit after Tax for the current year 1,106 1,007
Other Comprehensive Income for the current year 2 (2)
Add: Surplus brought forward 2,906 2,759
Profit available for appropriation 3,351 3,332
Appropriations: Distribution to shareholders 968 872
Surplus carried forward 2,904 2,765

REVIEW OF OPERATIONS

In FY21, Marico Group posted revenue from operations of INR 8,048 Crores (USD 1.1 billion) which was 10% higher than the previous year. The underlying domestic volume growth for the year was 7% and the constant currency growth in the international business was 7%. The business delivered an operating margin of 19.8% and recurring net profit of INR 1,162 crores, a growth of 11% over the last year on a like-to-like basis.

Marico India, the domestic FMCG business, achieved a turnover of INR 6,189 Crores in FY21, up 9% over the last year. The underlying volume growth was 7%, despite headwinds in discretionary consumption through the year and significant supply chain disruptions in Q1FY21, as business progressively scaled up with restrictions easing subsequently. The operating margin for the India business was at 21.3% in FY21 vs 22.4% in previous year. The profitability was impacted by severe input cost push in second half of FY21.

During the year, Marico International, the International FMCG business, posted a turnover of INR 1,859 Crores, a growth of 12% over the last year. The business reported constant currency growth of 7%. The operating margin for the International business expanded to 23.5% in FY21 from 21.5% in previous year, due to favourable market mix and tight cost management across all geographies.

There are no material changes and commitments affecting the financial position of your company, which have occurred between the end of the FY21 and the date of this report. Further, there has been no change in the nature of business of the Company.

RESERVES

There is no amount proposed to be transferred to the Reserves.

DIVIDEND

Your Company's wealth distribution philosophy aims at sharing its prosperity with its shareholders, through a formal earmarking/ disbursement of profits to its shareholders. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, which is made available on the Company's website and can be accessed using the link - https://marico.com/investorspdf/Dividend_Distribution_Policy.pdf. Based on the principles enunciated in the above Policy, your Company's dividend to equity shareholders during FY21 comprised the following:

• First Interim Dividend of 300% on the equity base of R129.12 Crores aggregating to R387.38 Crores declared by your Board of Directors on October 28, 2020; and

• Second Interim Dividend of 450% on the equity base of R129.13 Crores aggregating to R581.11 Crores declared by your Board of Directors on March 3, 2021.

The total equity dividend during FY21 aggregated to R 7.5 per equity share of R 1 each resulting in a total payout of R968.48 Crores. Thus, dividend pay-out ratio was 83% of the consolidated profit after tax as compared to 95% in the previous year.

CHANGES IN SHARE CAPITAL

During FY21, the paid-up share capital of the Company the lockdown has been increased from R 129.10 Crores to R 129.13 Crores, consequent to allotment of 331,910 equity shares of R 1 each under the Marico Employee Stock Option Plan, 2016.

SUBSIDIARIES AND ASSOCIATE COMPANIES

A list of bodies corporate which are subsidiaries/associates/ joint ventures of your Company is provided as part of the notes to Consolidated Financial Statements. The following developments took place with regards to Subsidiaries and Associate Companies of Marico: Subsidiaries and Associates:

• Marico Bangladesh Limited continues to be the material subsidiary of the Company, in terms of provisions of the SEBI Listing Regulations.

• Marico acquired balance 55% equity stake from the existing shareholders of Zed Lifestyle Private Limited ("ZED Lifestyle"), an associate company and consequently ZED Lifestyle became a wholly owned subsidiary of your Company, with effec t from June 30, 2020.

• Marico Consumer Care Limited (MCCL), a wholly owned subsidiary of the Company, amalgamated with the Company with effec t from January 20, 2021, pursuant to the Scheme of Amalgamation ("Scheme") approved by the Hon'ble National Company Law Tribunal, Mumbai Bench vide its order dated December 2, 2020. Accordingly, MCCL ceased to be a subsidiary of the Company with effec t from January 20, 2021.

• On July 21, 2021, the Company acquired 52.4% equity stake ni Apcos Naturals Private Limited ("Apcos") and consequently Apcos became the subsidiary of the company.

• Revolutionary Fitness Private Limited and Hello Green Private Limited ceased to be the associates of your Company, with effec t from September 23, 2020.

A separate statement containing the salient features of the financial statements of all subsidiaries and associate companies/ joint ventures of your Company (in Form AOC - 1) forms part of this Report.

The audited financial statements of the subsidiary companies and related information are available on the Company's website on - https://marico.com/india/investors/documentation and the same are also available for inspection by the Members. Any Member desirous of inspecting the financial statements or obtaining copies of the same may write to the Company Secretary or email at investor@marico.com.

Your Company has approved a policy for determining material subsidiaries and the same is available on the Company's website at: https://marico.com/investorspdf/Policy_for_Determination_of_Material_Subsidiary.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of the loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the standalone financial statement of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis forms an integral part of this Report and, inter-alia, gives an update on the following matters:

• Economic scenario

• Fast moving consumer goods sector in India

• Marico growth story

• Overview of Consolidated results of operations

• Outlook

• Human Resources

• Information Technology and digital

• Risks & opportunities

• Internal control systems and their adequacy

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of the Board of Directors and the number of meetings held and attended by the Board of Directors, during the year under review, are detailed in the Corporate Governance Report. Appended below are the changes in the Board of Directors and Key Managerial Personnel:

I. Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with Rules made thereunder and the Articles of Association of the Company, Mr. Rajendra Mariwala (DIN: 00007246) is liable to retire by rotation at the ensuing 33rd Annual

General Meeting ("AGM") and being eligible, has offered himself for re-appointment. Accordingly, there-appointment of Mr. Rajendra Mariwala is being placed for the approval of the Members at the 33rd AGM. The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee has recommended his re-appointment at 33rd AGM. A brief profile of Mr. Rajendra Mariwala and other related information is appended to the Notice of the AGM.

II. Appointment of Independent Director

The Board at its Meeting held on July 30, 2021, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Milind Barve (DIN: 00087839) as the Additional Director (Independent) of your Company with effect from August 2, 2021. Mr. Barve will hold office as Additional Director (Independent) upto the date of the 33rd AGM and subject to the approval of Members at the 33rd AGM shall be appointed as Independent Director to hold office for a period of 5 (five) consecutive years effective August 02, 2021. Notice in writing, proposing his candidature for appointment as Independent Director, under section 160 of the Act has been received by the Company from a Member. Accordingly, the Board recommends to the Members, the appointment of aforesaid Independent Director and relevant details pertaining to his appointment are provided in the Notice convening 33rd AGM.

III. Key Managerial Personnel

During the year under review, Mr. Vivek Karve demitted his offic e as the Chief Financial Office r of the Company with effec t from the close of business hours of September 10, 2020. The Board places on record its appreciation for the invaluable contribution made by Mr. Karve during the course of his service. In succession to Mr. Karve, Mr. Pawan Agrawal was appointed as the Chief Financial Office r of the Company with effec t from close of business hours of September 10, 2020. Ms. Hemangi Ghag resigned as the Company Secretary and Compliance Office r of the Company to be effectiv e from closure of Business hours on September 03, 2021.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company, confir m that:

a. in the preparation of the annual financia l statement for the financia l year ended March 31, 2021, the applicable accounting standards have been followed and there are no material departures from the same; b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair s of your Company as at March 31, 2021 and of the profi t of your Company for the said period; c. proper and sufficien t care has been taken for the 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 fraud and other irregularities; d. the annual accounts have been prepared on a ‘going concern' basis; e. proper internal financia l controls to be followed by the Company were laid down and such internal financia l controls are adequate and were operating effectivel y and; f. proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectivel y.

PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectivenes s. The Policy and criteria for Board Evaluation si duly approved by the Nomination and Remuneration Committee. This process at Marico si conducted through structured questionnaires which cover various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Member's strengths and contribution, execution and performance of specific duties, obligations and governance. Performance evaluation si facilitated by the Chairman of the Board who si supported by the Chairperson of the Nomination and Remuneration Committee. Under the said evaluation mechanism, post receiving individual feedbacks (which also involved peer evaluation), the following process was followed to assimilate and process the feedback:

• A meeting of the Independent Directors was held wherein performance of Non-Independent Directors, Chairman of the Board and of the entire Board was evaluated.

• The entire Board discussed the finding s of the evaluation with the Independent Directors and also evaluated the performance of the Individual Directors, the Board as a whole and all Committees of the Board.

• As an outcome of the above process, individual feedback will be shared with each Director subsequently during the year.

With respect to the focus areas identified by the Board last year, the following progress was made in the year under review:

For the year under review, the performance evaluation exercise conducted has resulted in identification of the following focus areas, for it to work upon in the coming years:

1. Your Company already has an elaborate familiarization programme in place for effective induction of new directors. The Board acknowledged this and reiterated the importance of a rigorous execution of this induction process to ensure a smooth transfer and seamless integration of the new Board Members.

2. The Board laid specific emphasis on strategic risk management and building management capability in this area. It believes that the environment is very volatile. COVID19 outbreak was a clear example of a black swan event. Should the situation escalate further, it may have a deeper impact on demand and supply scenarios. In light of this and such black swan events, it is important to de-risk the Company to sustain and improve its operating and financial performance. The Board would therefore provide its strategic inputs to survive and win amidst such VUCA environment.

3. The Board would continue to mentor the MD & CEO and the senior management team for defining and executing out the transformation agenda which is aimed at building a future-ready Marico more specifically in areas of portfolio, channel strategies, digital strategies and talent management.

4. The Board would focus on Board Rejuvenation and assimilation of new Board members.

5. For the Board Committees, the following focus areas will continue for the coming year: a. Audit Committee: Further strengthening the GRCC policies, processes and systems in the Company with special focus on automation and exception analytics; b. Nomination and Remuneration Committee: i. helping strengthen the culture codes for the Company and improving the talent management processes, with specific focus on strengthening the top talent pipeline ii. succession planning for MD & CEO and the Senior Management Personnel. c. Corporate Social Responsibility Committee:

Bringing focus on improving the effectiveness of Marico's CSR spends.

The Board is also committed to review the progress on these priorities during the annual Board Retreats held every year.

BUSINESS RESPONSIBILITY REPORT (BRR)

At Marico, we believe that transparent, accurate and comprehensive disclosure practices not only aid in strategic decision-making but also help in demonstrating incremental value created for all groups of stakeholders. nI line with the global megatrends and evolving normal of business environment, your Company has transitioned to Integrated Reporting which enables financia l and non-financia l factors to be viewed from the same lens. Marico has published its third Integrated Report emphasizing on the continual goal of focusing on the imperatives of how the Company creates value over the short, medium and long term for all its stakeholders. The Integrated Report has been prepared as per the framework developed by International Integrated Reporting Council (IIRC). The financia l sections of BRR are presented in line with the requirements of the Act read with the Rules made thereunder, the Indian Accounting Standards, the SEBI Listing Regulations and the requisite Secretarial Standards issued by the Institute of Company Secretaries of India. The non-financia l section (Sustainability and Corporate Social Responsibility) is presented in conformance to the Global Reporting Initiative (GRI) Standard's Core Performance Indicators, the UN-Sustainable Development Goals (SDGs) and other sectorally relevant international sustainability disclosure guidelines. BRR has been published in adherence to the SEBI Listing Regulations and to the Ministry of Corporate Affair s' National Voluntary Guidelines (NVGs) that guides listed corporations to use a 9-principle framework for demonstrating their environmental, social and economic responsibilities, during the year under review. Sustainability for your Company is the way of doing business. From vision, purpose, strategy, operations and communication perspective, your Company has integrated sustainability into its core business DNA. The value protection and value creation paradigms have been designed in a way that ti propels socially inclusive growth that si impactful, innovative, and agile. Sincere effort s have been undertaken to enhance your Company's environmentally positive footprint, expand socio-economic empowerment and demonstrate transparency ni business conduct. Consequently, your Company has taken ambitious targets in relation to increasing the number of farmer s, mapping product sustainability footprint, reducing energy intensity by transitioning to low-carbon sources, reducing GHG emission intensity, achieving water stewardship, responsible sourcing and building resilience across business dimensions to futureproof value creation.

AUDITORS & AUDITORS' REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act, the Members at the 29th AGM held on August 1, 2017 had approved the appointment of M/s. B S R &Co. LLP, Chartered Accountants, for a term of 5 (five) years, to hold offic e till the conclusion of the 34th AGM of the Company. Accordingly, the Statutory Auditors would hold offic e until the conclusion of the 34th AGM of the Company. The Statutory Auditors have confirme d their eligibility for acting as the Statutory Auditors of the Company for the financialyear 2021-22. The Auditor's Report for the financial year ended March 31, 2021 on the financial statements of the Company forms part of the Annual Report. The said report was issued by the Statutory Auditor with an unmodifie d opinion and does not contain any qualificatio n, reservation, adverse remark or disclaimer. During the year under review, the Auditors have not reported any fraud under Section 143 (12) of the Act and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITORS

In terms of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company si required to maintain cost accounting records and have them audited every year. Accordingly, the Board at its meeting held on July 30, 2021, based on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki & Associates, Cost Accountants, as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financia l year ending March 31, 2022. A remuneration of R 9,50,000 (Rupees Nine Lacs Fifty Thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the Members at the 33d r AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financia l year ending March 31, 2022 is placed at the 33rd AGM. The Company has received consent and certificate of eligibility from M/s. Ashwin Solanki & Associates.

During the year under review, the Cost Auditor had not reported any fraud under Section 143(12) of the Act and therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on April 30, 2021,based on the recommendation of the Audit Committee, approved the appointment of Dr. K. R. Chandratre, Practicing Company Secretary (Certificate of Practice No. 5144) as the Secretarial Auditor of the Company to conduct audit of the secretarial records of the Company for the financia l year ending March 31, 2022. The Company has received consentfrom Dr. K. R. Chandratre to act as such. The Secretarial Audit Report for FY21 si enclosed as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualificatio n, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Act.

RISK MANAGEMENT

For your Company, Risk Management is an integral and important aspect of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficien t running of the business. A risk-aware organization is better equipped to maximize shareholder value.

The key cornerstones of your Company's Risk Management Framework are:

• Periodic assessment and prioritization of risks that affect the business of your Company;

• Development and deployment of risk mitigation plans to reduce vulnerability to prioritized risks;

• Focus on both the results and efforts mitigate the risks;

• Defined the functional teams, the top management and the Board review the progress of the mitigation plans;

• Integration of Risk Management with strategic business plan, annual operating plans, performance management system and significant business decisions;

• Constant scanning of external environment for new and emerging risks;

• Wherever, applicable and feasible, defining the risk appetite and install adequate internal controls to ensure that the limits are adhered to.

The Risk Management Committee ("RMC") constituted by the Board assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. The Board si responsible for reviewing and guiding on the risk management policy of the Company while the Audit Committee of the Board si responsible for evaluating the risk management systems ni the Company. The detailed terms of reference and the composition of RMC are set out ni the Corporate Governance Report. Your company has also put ni place a robust Crisis Management Framework monitored by internal crisis management committee which is responsible for laying out crisis response mechanism, communication protocols, and periodic training and competency building around crisis management.

Your Company has complied with the applicable laws pertaining to Risk Management and Risk Management Policy thereof. Further, your Company has strengthened its Risk Management framework by adopting a comprehensive Risk Management Policy.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. Your Company's approach on Corporate Governance has been detailed out in the Corporate Governance Report. Your Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to

• Effectiveness and efficiency of operations required to

• Reliability of financial reporting

• Compliance with applicable laws and regulations reviewandmonitoringmechanism wherein

• Prevention and detection of frauds

• Safeguarding of assets

Your Company has defined policies and standard operating procedures for all key business processes to guide business operations in ethical and compliant manner. Compliance to these policies are ensured through periodic self-assessment as well as internal and statutory audits. The Company has robust ERP and other supplementary IT systems which are an integral part of internal control framework. The Company continues to constantly leverage technology in enhancing the internal controls. The Company also uses data analytics to identify trends and exceptions to proactively monitor any control deviations for corrective action. Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. On a voluntary basis, your Company's material subsidiary, Marico Bangladesh Limited ("MBL") has also adopted this framework and its progress is reviewed by MBL's Audit Committee and its Board of Directors, which exhibits Marico's commitment to good governance at a group level.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen or in respect of which complete details are not available, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of R 1 Crore per transaction, in a financia l year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis. All transactions with related parties entered into during FY21 were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions. During the year under review, there were no transactions for which consent of the Board of Directors was required to be taken and accordingly, no disclosure is required in respect of the Related Party Transactions in the Form AOC-2 in terms of Section 134 of the Act and Rules framed thereunder. The attention of the Members is drawn to the note no. 30 to the Standalone Financial Statement setting out the related party transaction disclosures, for FY21. The Policy on Related Party Transactions is available on the Company's website and can be accessed using the link - https://marico.com/investorspdf/Policy_on_Related_Party_Transactions.pdf

NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION

Your Company has in place the Nomination and Remuneration Committee of the Board (NRC), which performs the functions as mandated under the Act and the SEBI Listing Regulations. The composition of the NRC is detailed in the Corporate Governance Report forming part of the Annual Report.

In terms of the applicable provisions of the Act, read with the Rules framed thereunder and the SEBI Listing Regulations, your Board has adopted a Policy for appointment, removal and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP") and also on the Board Diversity, Succession Planning and Evaluation of Directors ("NRE Policy"). The remuneration paid to Directors, KMP and SMP of the Company are as per the terms laid down in the NRE Policy. The Managing Director & CEO of your Company does not receive remuneration or commission from any of the subsidiaries of your Company. The salient features ofthisPolicy are outlined inthe Corporate Governance Report and the Policy is made available on the Company's website, which can be accessed using the link https://marico.com/investorspdf/Policy_on_Nomination,_Remuneration_and_Evaluation.pdf

MARICO EMPLOYEE BENEFIT SCHEME/PLAN

• Marico Employee Stock Option Plan, 2016

The Members at the 28th AGM held on August 5, 2016, had approved the Marico Employee Stock Option Plan, 2016 ("Marico ESOP 2016" or "the Plan") for issuance of the employee stock options ("Options") to the eligible employees of the Company including the Managing Director & CEO and also the eligible employees of its subsidiaries, both in India and outside India. Marico ESOP 2016 aims to promote desired behavior among employees for meeting the Company's long-term objectives and enable retention of employees for desired objectives and duration, through a customized approach.

The Plan envisages to grant options, not exceeding in aggregate, 0.6% of the issued equity share capital of the Company as on August 5, 2016 ("the Commencement Date") to the eligible employees of the Company and its subsidiaries and not exceeding 0.15% of the issued equity share capital of the Company as on the Commencement Date, to any individual employee.

The NRC is entrusted with the responsibility of administering the Plan and the Scheme(s) notified thereunder, from time to time.

As on March 31, 2021, an aggregate of 5,334,530 Options were outstanding which constitute about 0.41% of the issued equity share capital of the Company as on that date.

• Marico Employees Stock Appreciation Rights Plan, 2011

The Company had adopted Marico Stock Appreciation Rights Plan, 2011 (‘STAR Plan') in the year 2011, for the welfare of its employees and those of its subsidiaries.

Under the Plan, various schemes are notified for conferring cash incentive benefit to the eligible employees through grant of stock appreciation rights (STARs). The NRC administers the Plan and the

Scheme(s) notified thereunder, from time to time. The NRC notifies various Schemes for granting STARs to the eligible employees. Each STAR is represented by one equity share of the Company. The eligible employees are entitled to receive in cash the excess of the maturity price over the grant price in respect of such STARs subject to fulfillment and applicability of Income Tax. The STAR Plan involves secondary market acquisition of the Equity Shares of your Company by an Independent Trust set up by your Company for the implementation of the STAR Plan. Your Company lends monies to such Trust for making secondary acquisition of equity shares, subject to the statutory ceilings.

As at March 31, 2021 an aggregate of 1,197,180 STARs were outstanding which constitute about 0.09% of the paid up equity share capital of the Company as on that date.

STATUTORY INFORMATION ON MARICO EMPLOYEE BENEFIT SCHEME/PLAN AND TRUST

The disclosure requirements in terms of Regulation 14 of the SEBI (Share Based Employee Benefit s) Regulations, 2014, as amended and the SEBI Circular dated June 16, 2015, for Marico Employee Benefi t Scheme/Plan and Trust, is made available on the Company's website and can be accessed using the link: https://marico.com/india/investors/documentation. Further, the Company has complied with the applicable accounting standards in this regard. Further, during the year under review, the Company has not given loan to any of its employees for purchase of shares of the Company. All Marico Employee Benefi t Schemes/Plans are in compliance with the SEBI (Share Based Employee Benefit s) Regulations, 2014, as amended and the resolutions passed by the Members at the General Meetings approving such employee benefi t Schemes/Plans. Further, an annual certificat e to that effec t is obtained from the Statutory Auditors of the Company i.e. M/s. B S R & Co. LLP.

DISCLOSURES

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employee's remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is disclosed in "Annexure B" to this report.

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended is available on the Company's website https://marico.com/india/investors/documentation. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid annexure. Any Member desirous of obtaining a copy of theof certain conditions said annexure may write to the Company Secretary or email at investor@marico.com.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance along with the certificat e from Dr. K.R. Chandratre, Practicing Company Secretary, on its compliance is annexed to this report as "Annexure C".

VIGIL MECHANISM

Your Company has a robust vigil mechanism in the form of Code of Conduct ("CoC") which enables its stakeholders to report concerns about unethical or inappropriate behaviour, actual or suspected fraud, leak of unpublished price sensitive information, unfair or unethical actions or any other violation of the CoC. There are separate guidelines called Marico's Code of Business Ethics that are applicable to our associates who partner us in our organizational objectives and customers.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the Rules made thereunder, your Company has adopted a policy ("Anti-Sexual Harassment Policy") for the prevention of sexual harassment and constituted Internal Committees to deal with complaints relating to sexual harassment at workplace. During the FY2020-21, the Company has not received any complaint on sexual harassment.

The vigil mechanism of the Company provides for adequate safeguards against victimization of directors, employees and third parties who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee ni exceptional cases. The CoC guidelines are designed to ensure that Directors, employees and third parties may report genuine concerns on CoC adherence or violations thereof without fear of retaliation. To encourage such members to report any concerns and to maintain anonymity, the Company has engaged an independent agency for managing the whistleblowing system and has provided toll-free helpline numbers across the geographies where ti si having a presence along with a website and email address, wherein the grievances/ concerns can reach the Company. For administration and governance of the Code, a committee called Code of Conduct Committee si constituted ("CoC Committee"). All cases reported under the whistleblower policy are reported to the CoC Committee and are subject to a review by the Audit Committee and the Nomination and Remuneration Committee of the Company. In addition to the independent Ethics Hotline system, your Company has also provided ni its CoC direct access to the members of the CoC Committee and a drop box facility to report concerns or violations of the CoC. All new employees go through a detailed personal orientation on CoC and anti-sexual harassment policy. Further, all employees have to mandatorily complete the online learning cum certificatio n course on CoC on an annual basis. Your Company seeks affirmatio n on compliance of CoC on an annual basis from all the employees and on a quarterly basis from the Directors and the employees at senior level. Additionally, separate trainings (classroom/online) on Anti-Sexual Harassment Policy & Marico Insider Trading Rules are conducted to educate the employees on the said Policy/Rules. The education and sensitization si further strengthened through periodic e-mail communications and focused group discussions with the employees to ensure the CoC is followed ni spirit and failures are minimized. The Company also ensures capability building of and mandatory certification s by its business partners on Marico's Code of Conduct and Marico's Code of Business Ethics. The Board and the Audit Committee thereof are informed periodically on the matters reported under CoC and the status of resolution of such cases.

The Company affirm s that no person has been denied access to the Audit Committee.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended si enclosed as "Annexure D" to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The composition of the CSR Committee is disclosed ni the Corporate Governance Report. During the year under review, the Company amended its CSR policy to align the same with the amendments to the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financia l year 2020-21 together with progress thereon and the report on CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in "Annexure E" to this Report and the CSR Policy can be accessed using the link

https://marico.com/investorspdf/Corporate-Social-Responsibility-Policy.pdf

Further, the Chief Financial Office r of the Company has certifie d that CSR spends of the Company for FY21 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard – 1 and Secretarial Standard – 2 issued by Institute of Company Secretaries of India and notifie d by the Ministry of Corporate Affairs of India.

DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of the financia l year 2020-21 or the previous financia l year. Your Company did not accept any deposits during FY21.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant/materia l orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future, apart from the order dated December 2, 2020, passed by the Hon'ble National Company Law Tribunal, Mumbai Bench, approving the Scheme of Amalgamation, between the Company, Marico Consumer Care Limited and their respective shareholders.

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Your Board confirm s that there si no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

ANNUAL RETURN

Pursuant to Section 134 3)( (a) of the Act, the draft annual return for FY21 prepared ni accordance with Section 92(3) of the Act si made available on the website of the Company and can be accessed using the link: https://marico.com/india/investors/documentation.

COST RECORDS

The maintenance of cost records as specified under Section 148 of the Act, is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank Company's employees for their dedicated service and firm commitment to the goals & vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, distributors, third party manufacturers, bankers and all other business associates and from the neighborhood communities of the various Marico locations. We look forward to continued support of all these partners in progress.

On behalf of the Board of Directors
Harsh Mariwala
Place: Dubai Chairman
Date: July 30, 2021 DIN: 00210342

   

Marico Ltd Company Background

Harsh MariwalaSaugata Gupta
Incorporation Year1988
Registered Office7th Floor Grande Palladium,175 CST Rd Kalina Santacruz(E)
Mumbai,Maharashtra-400098
Telephone91-022-66480480,Managing Director
Fax91-022-26500159
Company SecretaryHemangi Ghag
AuditorBSR & Co LLP
Face Value1
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park ,L B S Marg ,Vikhroli West ,Mumbai-400083

Marico Ltd Company Management

Director NameDirector DesignationYear
Harsh Mariwala Chairman 2021
Nikhil Khattau Independent Director 2021
Rajen Mariwala Non Executive Director 2021
Hema Ravichandar Independent Director 2021
B S Nagesh Independent Director 2021
Saugata Gupta Managing Director 2021
Rishabh Mariwala Non Executive Director 2021
Ananth Narayanan Independent Director 2021
Hemangi Ghag Company Secretary 2021
Sanjay Dube Addtnl Independent Director 2021
Kanwar Bir Singh Anand Additional Director 2021
Rajeev Vasudeva Independent Director 2021

Marico Ltd Listing Information

Listing Information
BSE_500
BSE_FMCG
BSE_100
BSE_200
BSEDOLLEX
NIFTYJR
CNX500
CNX100
CNX_FMCG
CNXCONSUMP
CNX200
BSECARBONE
NFT100EQWT
BSEALLCAP
BSELARGECA
NFTQULTY30
SENSNEXT50
ESG100
LMI250
BSEDSI
BSELVI
BSEQUI
NFT100LV30
BSE100LTMC
NFTYLM250
NFTY200Q30
NFTYALV30
NF500M5025

Marico Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Edible Oil Refining MT 0003691
Hair Oils KL 0001426
Personal Care Products NA 000345
Others NA 000331
Govt Grant/Budgetary Support NA 00054
Scrap sales NA 0006
By products NA 0000
Oil Seeds-Traded MT 0000
Others-Traded NA 0000
Excise Duty NA 0000
Service Income-Commission NA 0000
Other Operating Revenue NA 0000
Personal Care Product-Traded NA 0000

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