Marico Ltd
Chairman Speech
ON A JOURNEY GUIDED BY unwavering principles
Your Company will remain focused on fortifying its three core
assets, namely brand, people, and culture, which will ensure that it continues to
withstand the seemingly constant forces of unpredictability and disruption."
Dear Shareholders,
It is a pleasure to present the fourth Integrated Report of your
Company for FY22.
The last year was extraordinarily challenging for everyone, including
our consumers, our people, our business associates and the community at large. However, it
was the resilience and positive spirit of all stakeholders that led your Company's
performance to belie, to a large extent, the difficult circumstances during the year,
which were brought about by emerging variants of the COVID-19, geo-political tensions and
their accompanying effects on the macro-economic environment. In the VUCA world, we
remained committed to our purpose of creating shared value for all. Your Company will
remain focused on fortifying its three core assets, namely brand, people and culture,
which will ensure that it continues to withstand the seemingly constant forces of
unpredictability and disruption. While the core domestic and international portfolios
continue to anchor the performance, the new portfolios and capability building initiatives
pave the way for sustained and profitable growth in the long run. The near term
notwithstanding, we remain confident of the medium- and long-term prospects of the FMCG
sector as transient macro disturbances settle, and fundamental drivers of the Indian
consumption story come to the fore.
Relentless pursuit of a sustainable world
At Marico, sustainability has always been at the core of our business
strategy such that we ensure a long-term win-win situation for all stakeholders.
You will be pleased to note that your Company was able to surpass the
five-year targets set across our environmental, social and governance (ESG) parameters up
to FY22 through cohesive and structured set of interventions.
FY22 has been a milestone year in our sustainable value creation
journey as we also stepped up our overall climate resilience and ESG leadership agenda. In
February 2022, your Company announced its commitment to achieve net zero emissions in its
global operations by 2040. This will entail transitioning to 100% certified carbon neutral
operations across Marico's global operations (India, Bangladesh, Vietnam and Egypt) and
utilising 100% renewable energy, while reducing direct GHG emissions across its global
footprint.
Water stewardship has been one of the pillars of our sustainability
agenda as we aim to ensure there is enough water for community usage and agricultural
purposes. Under the ‘Jalashay' programme, your Company has created 263 Crore litres
of water conservation capacities pan-India, till date.
At Marico, sustainability has always been at the core of our
business strategy such that we ensure a long-term win- win situation for all
stakeholders. You will be pleased to note that your Company was able to surpass the
five-year targets set across our environmental, social and governance (ESG) parameters up
to FY22 through cohesive and structured set of interventions."
Under the Parachute Kalpavriksha initiative, we aim to improve
productivity of small-scale farmers. Nearly 71,660 acres of farms, encompassing over
24,000 farmers, were enrolled in FY22, while the programme has boosted productivity by 15%
y-o-y in the last three years for the farmer members who have participated in the
programme for over a year.
Towards plastic waste management, your Company has achieved 96%
recyclable packaging through the ‘Upcycle' programme. Additionally, in-line with
Extended Producer Responsibility (EPR) towards collection and environmentally safe
disposal of postconsumer plastic waste, we collected, co-processed and recycled ~6,300 MT
of plastic waste in FY22. Your Company has also joined the India Plastics Pact (IPP), a
global leadership platform to propel India's future towards integration of circularity
principles in the plastics' ecosystem, as a Founding Member.
Under the ‘Jalashay' programme, your Company has created 263
Crore litres of water conservation capacities pan-India, till date.
Additionally, we collected and coprocessed ~6,300 MT of plastic
waste in FY22."
More recently, we have launched the Marico ESG 2.0 framework, which
serves as a launchpad to the next Decade of Action (2030). It comprises over 50 key
performance indicators across ESG parameters that are of material relevance to your
Company and its stakeholders, now and into the future. The eight focus areas that will top
the agenda are achievement of net zero targets, water neutrality, circular economy,
responsible sourcing, brands with purpose, inclusion and diversity, sustainable coconut
and mandatory human rights certification across value chain. On the governance front as
well, your Company has maintained best-in-class practices under the able guidance of the
Board.
During the year, our sustainability efforts stood validated, as Marico
was the only FMCG Company to feature in the ‘Leadership' category in the CRISIL
Sustainability Yearbook 2022 and Marico's MSCI ESG rating moved up to AA this year.
Your Company also continued to drive social value creation through
education, skilling and livelihood sustenance initiatives. Marico's flagship CSR
programme, Nihar Shanti Pathshala Funwala touched lives of over 3 Lakh teachers and 4 Lakh
students through an amalgamation of digitally powered and workbook-led English literacy
courses. A vocational skill empowerment academy, specifically designed to create
livelihood generation opportunities for women and youth, was launched in FY22. Till date,
over 8,000 beneficiaries have been successfully enrolled into the programme, of which over
5,800 have already received placement opportunities.
Marico Innovation Foundation (MIF), a not-for-profit institution and a
subsidiary of Marico, has strived to fuel and nurture innovation in India, and so far has
engaged with over 100 mentors and has been associated with 100+ indigenous
innovations."
Over the years, our people, values and culture have formed the
bedrock of what Marico is today. We have trusted our members to deliver the right outcomes
for the business."
Marico Innovation Foundation (MIF), a not-for-profit institution and a
subsidiary of Marico, has strived to fuel and nurture innovation in India. It has enabled
innovators across sectors such as agriculture, clean energy, education, consumer goods and
med- tech, among others and has helped solve business challenges across functions like
sales, distribution, marketing, finance, among others. So far, MIF has engaged with over
100 mentors and has been associated with 100+ indigenous innovations.
Evolving our already strong culture
At times, adversities bring out the best in us. The pandemic has reset
major work trends and made us revisit our people policies. I believe that for companies
that have always put people first, it gets relatively easy to navigate such uncertainties.
Over the years, our people, values and culture have formed the bedrock of what Marico is
today. We have trusted our members to deliver the right outcomes for the business.
We have realised that with changing times and business priorities,
people's aspirations are continuously evolving as well. With a strong belief that business
and talent aspirations go hand in hand, we launched our new Talent Value Proposition (TVP)
this year. It is aimed at nurturing the growth of the members by fostering a diverse,
autonomous and transparent work environment. Talent and diversity are key in creating a
culture of innovation as it brings in great ideas, an open culture where one can
communicate ideas and, the most important of all, is to remove the fear of failure,
because it halts innovation. With this step, we aim to futureproof the talent proposition
for our members.
Your Company introduced new Ways of Working in the latter half of 2021
and became one of the first few companies to launch a hybrid work model. We have moved to
this model for the long term and have adapted our workplace to create a sustainable hybrid
framework.
Building a resilient future
Your Company aims to become a leading emerging market FMCG
multinational in chosen markets in Asia and Africa. We consistently endeavour to delight
consumers with best-in-class products that meet their needs and aspirations by nurturing
and building trusted brands with a strong purpose and proposition. In addition to
strengthening the core franchises, your Company is directing significant energies towards
diversification of the overall portfolio with focus on foods, premium personal care
including digital-first brands, and accelerated growth in the international business. We
foster a longterm mindset to build an organisation that outlives the founders and wish to
leave behind a legacy that thrives through generations. Constant innovation and a culture
that encourages new ideas will be key to realising this vision.
Your Company benefits greatly from the wisdom of its Board, who is
committed to providing constructive critique on strategic matters and advice on matters
requiring domain expertise. I continue to act as the Non-Executive Chairman and Saugata
continues to lead your Company's strategic growth initiatives. I will also continue to
lead efforts to improve the collective functioning of the Board and am actively involved
in the Company's CSR initiatives. I had stated our intent to undertake a Board
rejuvenation exercise in my last letter. We were pleased to welcome Mr. Rajeev Vasudeva,
Ms. Apurva Purohit and Ms. Nayantara Bali as Independent Directors on the Board of your
Company and appreciate the fresh perspective that they bring to the table.
Your Company also continued to drive social value creation through education,
skilling and livelihood sustenance initiatives."
I thank the Board for their ongoing engagement and guidance, and our
shareholders for putting their trust in Marico. I take this opportunity to thank all our
people for their extraordinary commitment to the organisation even in the face of
unprecedented challenges. I would also like to express my sincere gratitude towards all
our business partners, vendors and associates for their unwavering support as we are
geared up to make concerted efforts which shall propel Marico into the next phase of
growth.
Warm regards,
Harsh Mariwala
Chairman
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Marico Ltd
Directors Reports
To the Members,
Your Board of Directors ("Board") is pleased to
present the Thirty Fourth Annual Report of Marico Limited ("Marico" or
"Company" or "your Company"), for the financial year
ended March 31, 2022 ("year under review" or "year" or
"FY22").
In compliance with the applicable provisions of the Companies Act, 2013
("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, 2021 to March 31, 2022, in respect of Marico and
"Marico Consolidated" comprising Marico and its subsidiaries. The consolidated
entity has been referred to as "Marico Group" or "Group"
in this report.
FINANCIAL RESULTS - OVERVIEW
(Rs in Crores)
| Particulars |
Year ended March 31, 2022 |
Year ended March 31, 2021 |
| Consolidated Summary for the Group |
|
|
| Revenue from Operations |
9,512 |
8,048 |
| Profit before Tax |
1,601 |
1,523 |
| Profit after tax before exceptional items |
1,601 |
1,165 |
| Profit after Tax |
1,255 |
1,199 |
| Marico Limited (Standalone) Revenue from Operations |
7,500 |
6,337 |
| Profit before Tax |
1,413 |
1,311 |
| Less: Provision for Tax for the current year |
250 |
205 |
| Profit after Tax for the current year |
1,163 |
1,106 |
| Other Comprehensive Income for the current year |
2 |
1 |
| Add: Surplus brought forward |
2,904 |
2,765 |
| Profit available for appropriation |
4,069 |
3,872 |
| Appropriations: Distribution to shareholders |
1,195 |
968 |
| Surplus carried forward |
2,874 |
2,904 |
REVIEW OF OPERATIONS
In FY22, Marico Limited posted a consolidated turnover of Rs 9,512
Crores (USD 1.3 billion), 18% higher than the previous year. The underlying domestic
volume growth for the year was 7% and constant currency growth in the international
business was 16%. The operating margin stood at 17.8%, down 201 bps from the previous
year. Recurring net profit was at Rs 1,230 Crores, a growth of 6% over the last year on a
like-to-like basis.
Marico's domestic business achieved a turnover of Rs 7,333 Crores,
up 18% over the last year. The underlying volume growth was healthy at 7%, despite
weakening consumer sentiment and sharp volatility in key input cost prices. The operating
margin for the India business was at 18.2% in FY22 vs 21.3% in the previous year. The
profitability was impacted by severe input cost push through the year, while the Company
did not hold back investments in brand building to protect short-term margins.
Marico's International business posted a turnover of Rs 2,179
Crores, a growth of 17% over the last year. The business reported constant currency growth
of 16%, with double-digit growth in each of the key markets.
The operating margin for the International business expanded to 24.3%
in FY22 from 23.5% in the previous year.
Further details on Marico's business, outlook, financial and
operational performance, etc. are provided as part of the Management Discussion and
Analysis Report.
There are no material changes and commitments affecting the financial
position of your Company, which have occurred between the end of FY22 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 details various parameters
based on which the Board may recommend or declare Dividend, usage of retained earnings,
etc. The Dividend Distribution Policy is available on the Company's website at
https:// marico.com/investorspdf/Dividend Distribution Policy. pdf.
Based on the principles enunciated in the above Policy, your Company
paid the following dividend to equity shareholders during FY22:
• First Interim Dividend of Rs 3 per equity share of Rs 1 each
aggregating to Rs 387.58 Crores declared by the Board on October 28, 2021; and
• Second Interim Dividend of Rs 6.25 per equity share of Rs 1 each
aggregating to Rs 807.73 Crores declared by the Board on January 28, 2022.
The total equity dividend during FY22 aggregated to Rs 9.25 per equity
share of Rs 1 each, resulting in a total payout of Rs 1,195.31 Crores. Thus, the dividend
pay-out ratio was 97% of the consolidated profit after tax excluding one-offs as compared
to 83% in the previous year. Your Company is in compliance with the Dividend Distribution
Policy as approved by the Board.
CHANGES IN SHARE CAPITAL
During FY22, the paid-up equity share capital of the Company has
increased from Rs 129.13 Crores to Rs 129.28 Crores, consequent to allotment of 14,37,280
equity shares of 1 each upon exercise of stock options under the Marico Employee Stock
Option Plan, 2016.
SUBSIDIARIES
A list of bodies corporate which are subsidiaries of your Company is
provided as part of the notes to the Consolidated Financial Statements. The following
developments took place with regards to Subsidiaries of Marico during FY22:
• Marico Bangladesh Limited continues to be the material
subsidiary of the Company, in terms of provisions of the SEBI Listing Regulations.
• On July 21, 2021, the Company acquired 52.38% equity stake in
Apcos Naturals Private Limited ("Apcos") and consequently, Apcos became a
subsidiary of the Company.
• Marico Gulf LLC became a wholly owned subsidiary of Marico
Middle East FZE with effect from January 17, 2022 and consequently, a step-down wholly
owned subsidiary of the Company.
In accordance with Section 129(3) of the Act, a separate statement
containing the salient features of the financial statements of all subsidiaries and
associate companies/ joint ventures, if any, in prescribed Form AOC - 1 forms part of this
Report. The statement also provides details of performance and financial position of each
of the subsidiaries.
The audited financial statements together with related information and
other reports of each of the subsidiary companies are available on the Company's
website at https://marico.com/india/investors/documentation/ annual-reports and the same
are also available for inspection by the Members. Any Member desirous of inspecting the
said financial statements or obtaining copies of the same may write to the Company
Secretary 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, as required under
Section 186 of the Act and Schedule V of the SEBI Listing Regulations, are provided as
part of the notes to the financial statements of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Management Discussion and Analysis forms an integral part of
this Report and gives an update, inter-alia, on the following matters:
• Industry structure and developments
• Segment-wise overview of business performance
• Financial Overview
• Outlook
• Human Resources
• Risks & opportunities
• Internal control systems and their adequacy
BOARD OF DIRECTORS
Your Company actively seeks to adopt best global practices for an
effective functioning of the Board and believes in having a truly diverse Board whose
wisdom and strength can be leveraged for creating greater stakeholder value, protection of
their interests and better corporate governance.
As on March 31, 2022, the Board comprised one Executive Director, six
Non-Executive Independent Directors and three Non-Executive Non-Independent Directors. In
the opinion of the Board, all the Independent Directors satisfy the criteria of
independence as defined under the Act, rules framed thereunder and the SEBI Listing
Regulations, and that they are independent of the Management of the Company.
In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key
skills, expertise and core competencies of the Board, including the Independent Directors,
is provided as part of the Corporate Governance Report.
As required under Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the Independent Directors have completed the
registration with the Independent Directors Databank and also completed the online
proficiency test conducted by the Indian Institute of Corporate Affairs, wherever
required.
As a measure of enhanced corporate governance and increased Board
effectiveness, the Board based on the recommendation of the Nomination and Remuneration
Committee ("NRC"), appointed Mr. Nikhil Khattau, Independent Director, as
the Lead Independent Director amongst the Independent Directors with effect from April 7,
2022. The Lead Independent Director will preside over the separate meeting(s) of
Independent Directors as Chairperson, act as a representative of Independent Directors and
carry out such other roles and responsibilities as may be assigned by the Board or group
of Independent Directors from time to time.
The Board met five times during FY22 on April 30, 2021, May 26, 2021,
July 30, 2021, October 28, 2021 and January 28, 2022. The necessary quorum was present for
all the meetings. The maximum interval between any two meetings did not exceed 120 days.
CHANGES IN DIRECTORS
Mr. Sanjay Dube and Mr. K.B.S. Anand, Independent Directors, stepped
down from the Board with effect from July 30, 2021 on account of full time executive
commitments and personal factors, respectively. Mr. B. S. Nagesh completed his second
consecutive term as an Independent Director on March 31, 2022 and consequently ceased to
be a Director of the Company with effect from end of day on March 31, 2022.
The Board places on record their deep appreciation for the invaluable
contributions made by Mr. B. S. Nagesh, Mr. Sanjay Dube and Mr. K.B.S. Anand during their
association with the Company.
At its meeting held on July 30, 2021, the Board based on the
recommendation of NRC, approved the appointment of Mr. Milind Barve (DIN: 00087839) as an
Additional Director in the capacity of Independent Director for a term of 5 (five)
consecutive years with effect from August 2, 2021, subject to approval of the
shareholders. At the 33rd Annual General Meeting ("AGM") held on August
30, 2021, the shareholders of the Company approved, inter-alia, appointment of Mr. Milind
Barve as an Independent Director of the Company for a period of 5 (five) consecutive years
from August 2, 2021 to August 1, 2026, not liable to retire by rotation.
At its meeting held on October 28, 2021, the Board based on the
recommendation of NRC, approved the appointment of Mr. Rajeev Vasudeva (DIN: 02066480) as
an Additional Director in the capacity of Independent Director for a term of 5 (five)
consecutive years with effect from November 1, 2021, subject to approval of the
shareholders.
Further, at its meeting held on April 7, 2022, the Board based on the
recommendation of NRC, approved the below matters, subject to approval of the shareholders
by way of postal ballot through remote e-voting:
1. Re-appointment of Mr. Ananth Sankaranarayanan (DIN: 07527676) as an
Independent Director for a second term of 5 (five) consecutive years w.e.f. June 26, 2022
to June 25, 2027;
2. Appointment of Ms. Apurva Purohit (DIN: 00190097) as an Additional
Director in the capacity of Independent Director for a term of 5 (five) consecutive years
w.e.f. April 7, 2022 to April 6, 2027;
3. Appointment of Ms. Nayantara Bali (DIN: 03570657) as an Additional
Director in the capacity of Independent Director for a term of 5 (five) consecutive years
w.e.f. April 7, 2022 to April 6, 2027; and
4. Recommendation of appointment of Mr. Rajeev Vasudeva (DIN: 02066480)
as an Independent Director by the shareholders, for a term of 5 (five) consecutive years
w.e.f. November 1, 2021 to October 31, 2026.
Notice of postal ballot dated April 7, 2022, seeking approval,
inter-alia, for the aforesaid matters, was sent to those Members, whose names appeared in
the Register of Members/List of Beneficial Owners as on Friday, April 8, 2022 and whose
e-mail addresses were registered with the Company/Depositories. The results of postal
ballot through remote e-voting on the aforesaid matters will be declared by the Company on
or before Tuesday, May 17, 2022.
In accordance with provisions of Section 152 of the Act read with the
rules made thereunder and the Articles of Association of the Company, Mr. Harsh Mariwala
(DIN: 00210342), Non-Executive Director, retires by rotation at the 34th AGM and being
eligible, has offered himself for re-appointment. Based on the recommendation of NRC, the
Board has recommended for the approval of the Members, re-appointment of Mr. Harsh
Mariwala as a Non-Executive Director at the 34th AGM. A brief profile of Mr. Harsh
Mariwala and other requisite information will be provided as part of the Notice of AGM.
CHANGES IN KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Hemangi Ghag resigned as the Company
Secretary & Compliance Officer with effect from close of business hours of September
3, 2021, to pursue opportunities outside the Company. The Board places on record its
appreciation for the invaluable contribution made by Ms. Ghag during the course of her
service.
Mr. Vinay M A, a fellow member of the Institute of Company Secretaries
of India, was appointed as the Company Secretary & Compliance Officer of the Company
with effect from October 28, 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, confirm that:
a. in the preparation of the annual financial statements for the
financial year ended March 31, 2022, 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 affairs of your Company as at March 31, 2022
and of the profit of your Company for the said period;
c. proper and sufficient 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 financial controls to be followed by the Company
were laid down and such internal financial controls are adequate and were operating
effectively; and
f. proper systems to ensure compliance with the provisions of all
applicable laws were devised and that such systems were adequate and operating
effectively.
PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the
Board level is pivotal to its Board Engagement and Effectiveness. The Policy and criteria
for Board Evaluation is duly approved by NRC. Performance evaluation is facilitated by the
Chairman of the Board who is supported by the Chairperson of NRC. This process at Marico
is 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.
Evaluation of Committees of the Board was based on criteria such as
adequacy of Committee composition, adherence to charter and laying down the full year
agenda, role of Chairperson including allocation of time and eliciting contributions from
all Committee members, effectiveness of Committee's performance and quality of
support/ recommendation to the Board, etc.
In addition to the questionnaires, detailed one-on-one in-sighting was
carried out by the Chairperson of the NRC with individual Board members. Feedback was also
taken from senior management personnel on relevant aspects of Board functioning and shared
with the Chairperson of the NRC. A quantitative analysis and Board Effectiveness
presentation with in-sighting feedback and trends was shared and presented by the
Chairperson of the NRC to all Board Members. Thereafter, 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 including the Managing Director & CEO ("MD
& CEO"), Chairman of the Board and of the Board as a whole was evaluated.
• The entire Board discussed the findings of the evaluation with
the Independent Directors and also evaluated the performance of the Individual Directors
including the MD & CEO, 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:
| Focus Areas |
Progress made |
| Effectively overseeing the risk management strategies and
practices amidst a highly volatile macro environment accentuated by the pandemic. |
The top risks and challenges were tracked. The processes and
systems were strengthened to future proof the organisation and execute the strategy
better. |
| Focus on Board Rejuvenation and assimilation of New Board
Members. |
The process of rejuvenation of the Board was aligned and is
being executed during the year. A robust process for succession planning has been set up
and regularly discussed at the Board and NRC. |
| Mentoring the Senior Management to create an agile
organisation that can adapt to the highly VUCA (Volatile, Uncertain, Complex &
Ambiguous) environment. |
During the year, the Board heavily engaged with the top
management team to successfully implement the transformation journey, particularly
portfolio diversification and digital transformation. |
| Focus Areas for the Committees: |
The Committees continued to perform on their respective focus
areas to augment governance and internal controls. |
| Audit Committee: To strengthen the GRCC (governance, risk
management, controls and compliance) policies, processes and systems in the Company with
special focus on automation and exception analytics. |
|
| Nomination and Remuneration Committee: |
|
| - To help strengthen the culture codes for the Company and
improving the talent management processes, with specific focus on strengthening the top
talent pipeline. |
|
| - To ensure succession planning for MD & CEO and Senior
Management Personnel. |
|
| Corporate Social Responsibility Committee: To bring focus on
improving the effectiveness of CSR spends. |
|
For the year under review, the performance evaluation exercise
conducted has resulted in identification of the following focus areas, for the Company 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. COVID-19 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's important to de-risk the Company to
sustain and improve its operating and financial performance. The Board will therefore
provide its strategic inputs to survive and win amidst such VUCA environment.
3. The Board will continue to mentor the MD & CEO and the senior
management team for defining and executing 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. 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)
Your Company realizes the power of being transparent and accountable as
an organization, which in turn, helps in maintaining the trust that stakeholders' have
placed in us. Marico considers disclosure practice as a strong tool to share strategic
developments, business performance and the overall value generated for various stakeholder
groups over a period of time. Keeping up with evolving disclosure patterns, your Company
transitioned to Integrated Reporting (as per the International Integrated Reporting
Council (IIRC) framework) which draws a correlation between the financial and
non-financial factors.
Marico has published its fourth Integrated Report underlining the new
set of targets and business goals that pave the way for short, medium and long-term value
creation of the Company.
The financial 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-financial section (Sustainability
and Corporate Social Responsibility) of BRR 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 the Ministry of Corporate Affairs' 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.
At Marico, sustainability is regarded as a business enabler that
influences key strategic decisions. Having ingrained sustainability into its culture, your
Company has spurred towards a carbon neutral future. This transformation is driven by
robust sustainability governance structure, ethical business conduct, ESG risk mitigation
strategies, ambitious targets towards transitioning to low-carbon sources, lowering GHG
emission intensity, achieving water stewardship, incorporating responsible sourcing
principles, and mapping product sustainability footprint.
AUDIT COMMITTEE & AUDITORS AUDIT COMMITTEE
Your Company has constituted an Audit Committee which performs the
roles and functions as mandated under the Act, the SEBI Listing Regulations and such other
matters as prescribed by the Board from time to time. The detailed terms of reference of
the Audit Committee, attendance at its meetings and other details have been provided in
the Corporate Governance Report. As on the date of this Report, the Audit Committee
consists of three Independent Directors, Mr. Nikhil Khattau, Ms. Hema Ravichandar and Mr.
Milind Barve. Mr. Nikhil Khattau is the Chairman of the Audit Committee.
During the year under review, the Board has accepted the
recommendations of the Audit Committee on various matters. There have been no instances
where such recommendations have not been accepted.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act, the Members had
at the 29th AGM held on August 1, 2017 appointed M/s. B S R & Co. LLP, Chartered
Accountants (Firm registration No. 101248W/W-100022), as the Statutory Auditors of the
Company for a term of 5 (five) consecutive years. Accordingly, the first term of Statutory
Auditors expires on the conclusion of the 34th AGM.
The Board at its meeting held on May 5, 2022, based on the
recommendation of the Audit Committee, approved the proposal for re-appointment of M/s. B
S R & Co. LLP, Chartered Accountants (Firm registration No. 101248W/W-100022), as the
Statutory Auditors of the Company for a second term of 5 (five) consecutive years
commencing from the conclusion of 34th AGM upto the conclusion of 39th AGM to be held in
the year 2027, subject to approval of the Members at the ensuing AGM.
M/s. B S R & Co. LLP have consented to act as Statutory Auditors
and confirmed their eligibility to be re-appointed in terms of Section 141 and other
applicable provisions of the Act.
The Auditor's Report on the financial statements of the Company for the
financial year ended March 31, 2022 forms part of the Annual Report. The said report was
issued by the Statutory Auditors with an unmodified opinion and does not contain any
qualifications, reservations or adverse remarks. During the year under review, the
Auditors have not reported any fraud under Section 143(12) of the Act and therefore
disclosure of details under Section 134(3)(ca) of the Act is not applicable.
COST AUDITORS
In terms of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is required to maintain cost accounting
records and have them audited every year. Your Company has made and maintained the cost
accounts and records, as required. Accordingly, the Board at its meeting held on May 5,
2022, based on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki
& Associates, Cost Accountants (Firm registration no: 100392), as the Cost Auditors of
the Company to conduct audit of the cost records of the Company for the financial year
ending March 31, 2023. A remuneration of Rs 10,00,000 (Rupees Ten Lakhs 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 34th AGM. Accordingly, the matter
relating to ratification of the remuneration payable to the Cost Auditors for the
financial year ending March 31, 2023 will be placed as part of the Notice of the 34th AGM.
The Company has received requisite consent and certificate of eligibility from M/s. Ashwin
Solanki & Associates.
During the year under review, the Cost Auditor has not reported any
fraud under Section 143(12) of the Act and therefore disclosure of details under Section
134(3)(ca) of the Act is not applicable.
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 May 5, 2022, 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 for the financial year ending March 31, 2023. The Company has received
consent from Dr. K. R. Chandratre to act as such.
The Secretarial Audit Report in form MR-3 for FY22 is enclosed as
"Annexure A" to this report. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse remarks. During the year under review,
the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and
therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
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 efficient 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:
• A well-defined risk management policy;
• 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 required to mitigate the
risks;
• Defined review and monitoring mechanism wherein 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.
Your Company has also put in 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 in place a Risk Management Committee ("RMC")
chaired by an Independant Director, which assists the Board in monitoring and overseeing
implementation of the risk management policy, including evaluating the adequacy of risk
management systems and such other functions as mandated under the SEBI Listing Regulations
and as the Board may deem fit from time to time. The composition, detailed terms of
reference of the RMC and attendance at its meetings are provided as part of the Corporate
Governance Report.
In terms of the applicable provisions of the SEBI Listing Regulations,
your Board has adopted a Risk Management Policy, which is available on the Company's
website at https:// marico.com/investorspdf/Risk Management Policy.pdf
Further details of the risk management framework of the Company are
provided as part of the Management Discussion and Analysis Report.
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 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
• Reliability of financial reporting
• Compliance with applicable laws and regulations
• 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 is 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, the Audit Committee
grants an approval to enter into such unforeseen transactions, provided the transaction
value does not exceed the limit of Rs. 1 Crore per transaction, in a financial 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 FY22 were at
arm's length basis and in the ordinary course of business and in accordance with the
provisions of the Act and 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 was required to be taken in terms of Section 188(1) of the Act and
accordingly, no disclosure is required in respect of the related party transactions in
Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. The attention
of the Members is drawn to the note no. 30 to the standalone financial statements setting
out the disclosures on related party transactions for FY22.
The Company has amended its Policy on Related Party Transactions
pursuant to the recent amendments under the SEBI Listing Regulations regarding framework
for related party transactions and the same is available on the Company's website at
https://marico.com/investorspdf/ Policy on Related Party Transactions.pdf.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your
Company has filed the reports on related party transactions with the Stock Exchanges.
NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON
NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION
Your Company has in place NRC of the Board, which performs the
functions as mandated under the Act, the SEBI Listing Regulations and such other functions
as prescribed by the Board from time to time. The composition of NRC, attendance at its
meetings and other details have been provided as part of the Corporate Governance 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 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 MD & CEO of your Company does not receive remuneration or
commission from any of the subsidiaries of your Company.
The salient features of this Policy are outlined in the Corporate
Governance Report and the NRE Policy is made available on the Company's website at
https://marico.com/ investorspdf/Policy on Nomination, Remuneration and Evaluation.pdf.
MARICO EMPLOYEE BENEFIT PLAN
• Marico Employee Stock Option Plan, 2016
At the 28th AGM held on August 5, 2016, the Members approved
institution of the Marico Employee Stock Option Plan, 2016 ("Marico ESOP 2016 Plan"
or "Plan") as a long-term incentive plan for grant of employee stock
options ("Options") to eligible employees of the Company including the MD
& CEO and that of its subsidiaries, whether in India or outside India ("Eligible
Employee"). Marico ESOP 2016 Plan aims to align individual goals and performance
of employees to annual and long-term business objectives of the Company, reward employees
for creating long-term value, and attract and retain high potential and critical employees
in a competitive talent environment.
The NRC is entrusted with the responsibility of administering the Plan
and the Scheme(s) notified or to be notified thereunder, from time to time.
The Plan envisaged grant of Options upto an aggregate maximum of 0.6%
of the issued equity share capital of the Company as on August 5, 2016 ("Commencement
Date") (excluding outstanding warrants and conversions), being 77,41,027 Options
and upto an aggregate maximum of 0.15% of the issued equity share capital of the Company
as on the Commencement Date to any single Eligible Employee in any single scheme
notified/to be notified under the Plan.
Based on the recommendation of NRC, the Board at its meeting held on
January 28, 2022 approved the following matters, for which the Company has sought approval
of the Members through postal ballot by remote e-voting vide notice dated April 7, 2022 as
mentioned earlier:
- Increase in limit of Options that can be granted from time to time
under the Plan from the existing limits of 0.6% of the issued equity share capital of the
Company as on the Commencement Date i.e. August 5, 2016, being 77,41,027 Options, to an
aggregate of 2,09,41,027 Options (as may be adjusted for any changes in capital structure
of the Company), constituting an additional 1,32,00,000 Options.
- Further, the limit for grant of Options to any single Eligible
Employee in any one single scheme notified under the Plan remains unchanged at 0.15% of
the issued capital as on the Commencement Date, being 19,35,257 Options.
- Amendments to the Marico ESOP 2016 Plan modifying the relevant
clauses to give effect to the aforesaid increase in limits and certain other changes
intended to bring the language thereof in uniformity with the re-enacted SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations")
and adopt references to latest regulatory enactments.
As on March 31, 2022, an aggregate of 48,54,896 Options were
outstanding which constitute about 0.38% of the issued equity share capital of the Company
as on that date.
• Marico Employees Stock Appreciation Rights Plan, 2011
The Company adopted Marico Stock Appreciation Rights Plan, 2011 ("STAR
Plan") in the year 2011, for the welfare of its employees and those of its
subsidiaries ("Eligible Employees"). 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 fulfilment of certain conditions and
applicability of Income Tax. The STAR Plan involves secondary market acquisition of the
equity shares 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 and provisions of applicable law.
As at March 31, 2022, an aggregate of14,15,569 STARs were outstanding
which constitute about 0.11% 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 in terms of Regulation 14 of the SBEB Regulations is
made available on the Company's website at
https://marico.com/india/investors/documentation/ annual-reports. Further, the Company has
complied with the applicable accounting standards in this regard. During the year under
review, the Company has not given loan to any of its employees for purchase of equity
shares of the Company.
It is hereby affirmed that the Marico ESOP 2016 Plan and STAR Plan
instituted by the Company are in compliance with the SBEB Regulations, as amended from
time to time, and the resolutions passed by the Members approving the same.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The ratio of remuneration of each Director to the median
employees' 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 at
https://marico.com/india/investors/documentation/ annual-reports. 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 the said annexure may access the
aforesaid weblink or write to the Company Secretary at investor@marico.com.
CORPORATE GOVERNANCE
Your Company believes that effective leadership, robust policies,
processes and systems and a rich legacy of values form the hallmark of our best corporate
governance framework. These values are reflected in Marico's culture, business
practices, disclosure policies and relationship with its stakeholders. These ethics and
values are practiced by Marico and its subsidiaries globally, which is at par with best
international standards and good corporate conduct.
Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate
report on Corporate Governance is annexed to this report as "Annexure C".
Further, a certificate from Dr. K.R. Chandratre, Practicing Company Secretary, on
compliance with corporate governance norms under the SEBI Listing Regulations forms part
of the Corporate Governance Report.
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. The objective of CoC is to ensure that your Company conducts its business in
the most principled and ethical manner, the highest level of governance and a
discrimination and harassment-free workplace for all its employees.
In compliance with the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 and 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. Details of complaint on sexual
harassment are as under:
| Particulars |
Number of Complaint(s) |
| Complaint(s) filed during FY22 |
1 |
| Complaint(s) disposed-off during FY22 |
1 |
| Complaint(s) pending as at end of FY22 |
0 |
The Company conducts Global PoSH survey where members can anonymously
confirm if they have experienced/witnessed instances of sexual harassment while working
with Marico in the past one year. Further the survey results are shared by Members of
Executive Committee in their respective constituency to strengthen the awareness and
sensitize the members on the law.
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 in 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 (including through anonymous reporting). To encourage such members to report
any concerns and to maintain anonymity, the Company has engaged an independent agency for
managing the whistleblowing system. To this end, your Company has provided the below
options for reporting:
1. Globally accessible toll-free telephone numbers in multiple
countries and web-helpline available in multiple languages which are available 24*7,
wherein grievances/concerns can be reported to the Company anonymously.
2. CoC Website- marico.ethicspoint.com (with an option to report
anonymously).
3. CoC Mobile Helpline- maricomobile.ethicspoint.com (with an
option to report anonymously).
For administration and governance of the Code, a committee called Code
of Conduct Committee is constituted ("CoC Committee"). All cases reported
under the whistleblower policy are reported to the CoC Committee and are subject to review
by the Audit Committee and NRC. In addition to the independent Ethics helpline system,
your Company has also provided in its CoC direct access to the members of the CoC
Committee, Internal Committee, contacting respective Business HR/CXO and a complaint drop
box facility to report concerns or violations of the CoC (with an option to file a
complaint anonymously).
All new employees go through a detailed personal orientation on CoC and
anti-sexual harassment policy, along with the E-Learning module which can be completed and
referred throughout the year. Your Company seeks affirmation on compliance of CoC 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, 2015 are conducted to educate the employees on the said
policy/rules. The education and sensitization is further strengthened through periodic
email communications and focused group discussions with the employees to ensure the CoC is
followed in spirit and failures are minimized. In addition to above, the Company ensures
notifying the members in Townhall about the cases COC committee dealt with in the previous
year in the form of case studies by concealing the identity of the members involved. The
Company also ensures capability building of and mandatory certifications by its business
partners on Marico's Code of Conduct and Marico's Code of Business Ethics.
Further details on vigil mechanism are available on the website of the Company at
https://marico.com/india/about-us/code-of-conduct.
The Board, the Audit Committee and NRC are informed periodically on the
matters reported under CoC and the status of resolution of such cases.
The Company affirms that no personnel 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, is enclosed as "Annexure
D" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Marico's stated purpose is to "Make a Difference" and
your Company's CSR philosophy is anchored on this core purpose of making a difference
to the lives of all its stakeholders to help them achieve their full potential. Your
Company believes that economic value and social value are inter-linked and it has a
commitment towards the inter-dependent ecosystem consisting of various stakeholders.
In terms of the Act and rules framed thereunder, the Company has
adopted a CSR Policy, which is available on website of the Company at https://marico.com/
investorspdf/Corporate-Social-Responsibilitv-Policy.pdf.
The Company has in place a CSR Committee, which functions in accordance
with the applicable provisions of the Act and such other matters as prescribed by the
Board from time to time. The detailed terms of reference of the CSR Committee, attendance
at its meetings and other details have been provided in the Corporate Governance Report.
As on the date of this Report, the CSR Committee consists of six Directors, Mr. Ananth
Sankaranarayanan, Mr. Harsh Mariwala, Mr. Saugata Gupta, Mr. Rajendra Mariwala, Mr. Milind
Barve and Ms. Nayantara Bali. Mr. Ananth Sankaranarayanan is the Chairman of the CSR
Committee.
During FY22, your Company spent 22.32 Crores towards its CSR
activities. A brief outline of the CSR Philosophy, salient features of the CSR Policy of
the Company, the CSR initiatives undertaken during the financial year 2021-22 together
with progress thereon and the report on CSR activities in the prescribed format including
details on impact assessment, as required by the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are set out in "Annexure E" to this
Report.
Further, the Chief Financial Officer of the Company has certified that
CSR spends of the Company for FY22 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
the Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.
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 FY22 or the previous financial year. Your Company did not accept
any deposits during FY22.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there were no significant/material orders
passed by the regulators or courts or tribunals impacting the going concern status of your
Company and its operations in future.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return for
FY22 prepared in accordance with Section 92(3) of the Act is made available on the website
of the Company at https://marico.com/india/investors/documentation/ annual-reports.
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.
OTHER DISCLOSURES
a) There are no proceedings made or pending under the Insolvency and
Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or
Financial Institution, during the year under review.
b) Your Company has not issued shares with differential voting rights
and sweat equity shares during the year under review.
c) Details of unclaimed dividends and equity shares transferred to the
Investor Education and Protection Fund authority have been provided as part of the
Corporate Governance report.
ACKNOWLEDGEMENT
Your Board takes this opportunity to thank the 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 the shareholders, distributors, third party manufacturers, bankers and all
other business associates and from the neighborhood communities of various Marico
locations. We look forward to continued support of all these partners in the future.
|
On behalf of the Board of Directors |
|
Harsh Mariwala |
| Place: Mumbai |
Chairman |
| Date: May 5, 2022 |
DIN:00210342 |
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