Marico Ltd
Directors Reports
To the Members,
Your Board of Directors (“Board”) is pleased to present the Thirty
Fifth Annual Report of Marico Limited (“Marico” or “Company”
or “your Company”) for the financial year ended March 31, 2023 (“year
under review” or “year” or “FY23”).
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, 2022 to March 31, 2023, 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
(H in Crores)
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Consolidated Summary for the Group |
|
|
| Revenue from Operations |
9,764 |
9,512 |
| Profit before Tax |
1,743 |
1,601 |
| Profit before Tax and exceptional items |
1,743 |
1,601 |
| Profit after Tax |
1,322 |
1,255 |
| Marico Limited (Standalone) Revenue from Operations |
7,478 |
7,500 |
| Profit before Tax |
1,492 |
1,413 |
| Less: Provision for Tax for the current year |
313 |
250 |
| Profit after Tax for the current year |
1,179 |
1,163 |
| Other Comprehensive Income for the current year |
0.15 |
2 |
| Add: Surplus brought forward |
2,874 |
2,904 |
| Profit available for Appropriation |
4,053 |
4,069 |
| Appropriations: Distribution to shareholders |
582 |
1,195 |
| Surplus carried forward |
3,471 |
2,874 |
REVIEW OF OPERATIONS
In FY23, Marico Limited posted a consolidated turnover of H 9,764 Crores (USD
1.2 billion), up 3% from the previous year. The underlying domestic volume growth for the
year was 1% and constant currency growth in the international business was 13%. The
business delivered operating profit of H 1,810 Crores, up 8% over the last year. The
operating margin stood at 18.5%, up ~87 bps from the previous year. Recurring net profit
after tax was at H 1,280 Crores, a growth of 4% over the last year.
The domestic business achieved a turnover of H 7,351 Crores, marginally higher than the
last year. Volume growth was modest at 1%, owing to higher retail inflation weakening
consumption trends, especially in the rural sector. The operating margin of the India
business was at 19.8% in
FY23 vs 17.4% in the previous year. The improved profitability was a result of
moderation in the prices of key commodities such as copra and vegetable oils as well as a
more favourable portfolio mix.
The International business posted a turnover of H 2,413 Crores, a growth of 11% over
the last year. The business reported constant currency growth of 13%, with each of the key
markets growing in tandem. The operating margin of the International business was at 23.7%
in FY23 vs. 24.4% in the previous year. Higher input costs and currency headwinds in
certain markets impacted profitability of the international business.
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 FY23 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/disbursementofprofitstoitsshareholdersandalso
retaining sufficient profits in the business for various purposes. In accordance with
Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend
Distribution Policy, which details various parameters subject to consideration of which
the Board may recommend or declare Dividend, including working capital and capital
expenditure requirements, funds required for acquisitions, reducing debt, contingencies,
etc. The Dividend Distribution Policy is available on the Company's website at https://marico.com/investorspdf/Dividend_Distribution_
Policy.pdf. Your Company is in compliance with the Dividend Distribution Policy as
approved by the Board.
Based on the principles and factors enunciated in the above Policy, your Company paid
an Interim Dividend of H 4.50 per equity share of H 1 each aggregating to H 581.87 Crores
to equity shareholders during FY23, as declared by the Board on February 27, 2023. Thus,
the Dividend pay-out ratio for FY23 was 45% of the recurring consolidated net profit after
tax as compared to 97% on a similar basis in the previous year. The lower Dividend pay-out
for FY23 is primarily on account of utilization of funds at a group level for strategic
acquisitions made in India and Vietnam. Average Dividend pay-outs to shareholders for the
last 3 years is at a healthy ~75% of the recurring consolidated net profit after tax, and
your Company is committed to maintaining a strong dividend pay-out going forward, in
accordance with its Dividend Distribution Policy.
CHANGES IN SHARE CAPITAL
During FY23, the paid-up equity share capital of the Company has increased from H
129.28 Crores to H 129.31 Crores, consequent to allotment of 2,97,100 equity shares of H 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 FY23:
• Marico Bangladesh Limited continues to be the material subsidiary of the
Company, in terms of provisions of Regulation 16(1)(c) of the SEBI Listing Regulations.
• On May 23, 2022, your Company acquired 53.98% equity stake in HW Wellness
Solutions Private Limited (“True Elements”) and consequently, True
Elements became a subsidiary of the Company.
• Beauty X Joint Stock Company (“Beauty X”), Vietnam, became a
wholly owned subsidiary of Marico South-East Asia Corporation (“MSEA”),
pursuant to completion of acquisition by MSEA on January 31, 2023 as per the closing
conditions and terms of the definitive agreement between the parties. Consequently, Beauty
X became a step-down wholly owned subsidiary of the Company.
• On July 4, 2022 and November 11, 2022, the Company acquired additional equity
stake of 4.14% and 3.48% respectively in Apcos Naturals Private Limited, thereby
increasing the total equity stake from 52.38% to 60%.
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
& Compliance Officer at investor@marico.com.
In line with the requirements of the Act and SEBI Listing Regulations, 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
• Shareholder Value
• Outlook
• Human Resources
• Information Technology & Digital
• Risk Management
• Internal control systems and their adequacy & Internal Financial Controls
(IFC)
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company actively seeks to adopt global best 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. Marico's Board comprises eminent persons with proven competence and
integrity, who bring in vast experience and expertise, strategic guidance and leadership
qualities.
As on March 31, 2023, the Board comprised one Executive Director, seven Non-Executive
Independent Directors (including three Women Independent Directors) and three
Non-Executive Non-Independent Directors.
The Company has received requisite declarations from all the Independent Directors of
the Company confirming that they meet the criteria of independence prescribed under
Section 149(6) of the Act read with Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the
SEBI Listing Regulations. The Independent Directors have also confirmed that they are not
aware of any circumstance or situation that exists or may be reasonably anticipated that
could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. 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 (including those appointed
during the year) possess requisite qualifications, experience, expertise, proficiency and
hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014. In terms of the requirements under the SEBI Listing Regulations,
the Board has identified list of key skills, expertise and core competencies of the Board,
including the Independent Directors, details of which are 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 (including those appointed during the year)
have registred themselves 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 inter alia presides over separate meeting(s) of the Independent Directors
as Chairperson, acts as a representative of Independent Directors and carries 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 six times during FY23 on April 7, 2022, May 5, 2022, August 6, 2022,
November 4, 2022, February 3, 2023 and February 27, 2023. The necessary quorum was present
for all the meetings. The maximum interval between any two meetings did not exceed 120
days.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Appointment/Re-appointment of Directors
In terms of the Company's Policy on Nomination, Remuneration and Evaluation (“NRE
Policy”), the Board at its meeting held on April 7, 2022, based on the
recommendation of NRC and evaluation of the balance of skills, knowledge, experience and
expertise on the Board and that of the respective Director, approved and recommended to
the shareholders the following matters relating to appointment/re-appointment of
Independent Directors, who are not liable to retire by rotation:
1. Re-appointment of Mr. Ananth Sankaranarayanan (DIN: 07527676) as an Independent
Director for a second term of 5 (five) consecutive years with effect from June 26, 2022 to
June 25, 2027, based on the positive outcome of his performance evaluation and
contributions during his first term as Independent
Director.
2. Appointment of Ms. Apurva Purohit (DIN: 00190097) as an Independent Director
for a term of 5 (five) consecutive years with effect from April 7, 2022 to April 6, 2027.
3. Appointment of Ms. Nayantara Bali (DIN: 03570657) as an Independent Director
for a term of 5 (five) consecutive years with effect from April 7, 2022 to April 6, 2027.
4. Recommendation of appointment of Mr. Rajeev Vasudeva (DIN: 02066480) as an
Independent Director for a term of 5 (five) consecutive years with effect from November 1,
2021 to October 31, 2026, as previously approved by the Board.
Subsequently, the Members approved the aforesaid appointment/re-appointment vide
special resolutions dated May 14, 2022 passed through postal ballot. The results of postal
ballot were declared by the Company on May 17, 2022, details whereof have been provided as
part of the Corporate Governance Report.
The Board at its meeting held on May 5, 2023, based on the recommendation of NRC,
approved the below matters subject to approval of Members at the 35th Annual
General Meeting (AGM):
1. Re-appointment of Mr. Saugata Gupta (DIN: 05251806) as the Managing Director &
CEO (“ MD & CEO”) of the Company for a term of 2 (two) years with
effect from April 1, 2024 to March 31, 2026, not liable to retire by rotation, and terms
thereof including remuneration.
2. Appointment of Mr. Rajan Bharti Mittal (DIN: 00028016) as an Additional
Director in the capacity of Independent Director for a term of 5 (five) consecutive years
with effect from July 1, 2023 to June 30, 2028.
The Company has received requisite notices in writing, proposing the candidature of Mr.
Saugata Gupta for re-appointment as MD & CEO and Mr. Rajan Bharti Mittal for
appointment as Independent Director, under Section 160 of the Act. The Board recommends
the aforesaid re-appointment/appointment to the Members for approval. Relevant details
pertaining to the proposals, including terms of appointment and remuneration, are provided
as part of the Notice convening the 35th AGM.
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. Rishabh Mariwala
(DIN:03072284), Non-Executive Director, retires by rotation at the 35th 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.
Rishabh Mariwala as a Non-Executive Director at the 35th AGM. A brief profile
of Mr. Rishabh Mariwala and other requisite information are provided as part of the Notice
of 35th AGM.
II. Key Managerial Personnel
Other than the proposal for re-appointment of Mr. Saugata Gupta as MD & CEO
as aforesaid, there were no changes in the Key Managerial Personnel of your Company.
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, 2023, 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, 2023 and of the profit 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 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.
Evaluation of Directors was based on criteria such as preparedness and participation in
discussions, quality of inputs, managing Board relationships, understanding of corporate
governance framework, financial reporting, industry and market conditions, exercising
independent judgment, etc.
Evaluation of the Board was based on criteria such as information architecture, Board
dynamics and composition, focus on substantive issues, capacity building and future
readying the organisation, governance mechanisms, etc.
In addition to the questionnaires, detailed one-on-one insighting is carried out
annually by the Chairperson of the NRC with individual Board members. Feedback is 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 is shared and presented by the
Chairperson of the NRC to all Board Members. Thereafter, the following process is followed
to assimilate and process the feedback:
• A meeting of the Independent Directors is held wherein performance of
Non-Independent Directors including the MD & CEO, Chairman of the Board and of the
Board as a whole is evaluated.
The entire Board discusses the findings of the evaluation with the Independent
Directors and also evaluates 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 is 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 |
| Strategic risk management- Board oversight and building management capability for
implementing risk management strategies and practices amidst a highly volatile macro
environment. |
Key risks and mitigation measures were monitored. Processes and systems were further
strengthened with a view to de-risk the organisation and to sustain and improve the
long-term performance. |
| As part of Board rejuvenation, focus on induction and assimilation of New Board
Members. |
Rejuvenation of the Board was executed during the year. Comprehensive induction was
conducted by the Management team for new Board Members. 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 continued to deeply engage with the Executive management
team to successfully implement the strategies, including digital transformation, foods
business and premiumisation. |
| Focus Areas for the Committees: |
As part of its terms of reference and focused discussions on agenda matters, the
Committees continued to drive their respective priorities to augment governance and
internal controls. |
| Audit Committee: further strengthening 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: |
|
| - helping strengthen the culture codes for the Company and improving the talent
management processes, with specific focus on strengthening the top talent pipeline. |
|
| - succession planning for MD & CEO and Senior Management Personnel. |
|
| Corporate Social Responsibility Committee: bringing focus on improving the
effectiveness of CSR spends. |
|
For the year under review, the performance evaluation exercise conducted has resulted
in identification of following focus areas, for the Company to work upon in the coming
years:
1. Continued focus on Board effectiveness and assimilation of new Board members.
Evaluating and enhancing the role of Lead Independent Director, wherever required, in
fostering a cohesive and high-performing Board. Your Company already has an elaborate
familiarization programme for effective induction to ensure seamless integration of the
new Board Members.
2. Continued emphasis at a Board level on strategic risk management and building
management capability in this area. Strengthening processes and systems coupled with
robust monitoring, to mitigate key risks including volatility in international markets,
exposure to currency fluctuations in certain geographies, path to sustainable and
profitable growth in digital and foods business. The Board will continue to provide
strategic inputs to win and grow amidst such VUCA environment.
3. Relentless pursuit of sustainability, which has always been at the core of Marico's
business strategy. Deep focus on sustainable value creation and long-term win-win for all
stakeholders, driving ESG leadership through cohesive and structured set of interventions
under Marico ESG 2.0 framework, aligned with the relevant United Nations (UN) Sustainable
Development Goals (SDGs). Maintaining best-in-class governance practices under the able
guidance of the Board.
4. 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 the strategic transformational initiatives in areas
of innovation and diversification of foods business and premium brands, cost management,
digital maturity and talent management.
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 analytics, cyber security and
standardisation of practices across all units within Marico; b. Nomination and
Remuneration Committee: i. helping strengthen the culture within the organisation that is
positive, enabling and inclusive with diverse talent across gender, ability and thought.
ii. further strengthening the top talent pipeline and succession planning for MD & CEO
and the Senior Management Personnel. c. Corporate Social Responsibility Committee:
Bringing focus on effectively measuring impact created through CSR spends by Marico. The
Board is also committed to review the progress on these priorities during the annual Board
Retreats held every year.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) AND BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)
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. Considering the Company's deep
focus on Sustainability, ESG is considered a Board-level mandate from a governance
standpoint, and discussed periodically as part of Board meetings.
During the year, your Company launched its Sustainability 2.0 Framework that highlights
its commitment to drive sustainable value creation and stakeholder capitalism in this
decade of action. Covering over 50 KPIs across the environmental, social, and governance
pillars - the initiative defines Marico's long-term sustainability goals that it aims to
achieve by 2030. The launch of Marico's Sustainability 2.0 initiative reaffirms its
commitment to becoming a future-ready organization that creates value for all
stakeholders, from its employees and business partners to the communities in which it
operates. The initiative aims to reduce its environmental impact, balance profitability
with sustainability, and implement a more transparent, efficient, and effective corporate
governance framework. A detailed write-up on Marico's stakeholder engagement process,
covering interalia the constituents of stakeholder ecosystem, engagement
objectives and mode of engagement, has been provided as part of the Chapter titled
“Stakeholder Engagement” of this Integrated Annual Report.
As part of the deployment, Marico has outlined an extensive 8-point commitment to
effect change around key focus areas ranging from Net Zero emissions in domestic
operations by 2030, Responsible Sourcing, Inclusivity and Diversity, Human Rights and
Ethics, etc.
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. Marico has published its fifth Integrated Annual 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. Keeping up with changes in regulatory
requirements and evolving disclosure patterns, your Company is presenting its first
Business Responsibility and Sustainability Report (“BRSR”), which forms
part of this Integrated Annual Report. The BRSR covers the Company's performance against
the nine principles of the ‘National Guidelines on Responsible Business Conduct' and
is in adherence to the SEBI Listing Regulations.
The financial sections of BRSR 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) is presented in conformance to the Global Reporting Initiative (GRI)
Standard's Core Performance Indicators, the UNSustainable Development Goals (SDGs) and
other sector relevant international sustainability disclosure guidelines.
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 four Independent Directors, Mr. Nikhil Khattau, Ms. Hema Ravichandar, Mr. Milind Barve
and Ms. Apurva Purohit. 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 at the 34th
AGM held on August 5, 2022 approved the 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, from the conclusion of 34th
AGM upto the conclusion of 39th AGM to be held in the year 2027. Accordingly,
the Statutory Auditors will hold office until the conclusion of 39th AGM of the
Company.
The aforesaid re-appointment was recommended by the Audit Committee/Board to the
shareholders based on the positive outcome of review of performance of M/s. B S R &
Co. LLP during their first term as auditors and considering various factors such as their
independence, industry experience, skills and expertise and quality of audit. The Audit
Committee periodically reviews the independence of Auditors through quarterly
affirmations, review of non-audit services, internal checks and balances to mitigate
conflict of interest, etc. The Auditor's Report on the financial statements of the Company
for the financial year ended March 31, 2023 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, 2023, 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 for the financial year ending March 31, 2024. A
remuneration of H 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 35th AGM. Accordingly, the matter relating to
ratification of the remuneration payable to the Cost Auditors for the financial year
ending March 31, 2024 forms part of the Notice of the 35th 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, 2023, 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, 2024. The Company has received consent from Dr. K. R.
Chandratre to act as such.
The Secretarial Audit Report in form MR-3 for FY23 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 Framework ensures adequate
controls and monitoring mechanisms for 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, the Risk Management Committee, Audit Committee 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 implementing
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 Independent 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 Integrated Annual Report.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Internal Financial Controls are an integral 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 an 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
Vide amendments to the SEBI Listing Regulations effective April 1, 2022,
substantial changes were introduced in the related party transaction framework, inter
alia, by enhancing the purview of definition of related party, and overall coverage of
transactions with related parties.
In line with the requirements of the Act, read with the amended SEBI Listing
Regulations, the Company revised its Policy on Related Party Transactions and the
same is available on its website at
https://marico.com/investorspdf/Policy_on_Related_ Party_Transactions.pdf. The Policy
captures framework for Related Party Transactions and intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions with
related parties.
All transactions with related parties and subsequent material modifications are placed
before the Audit Committee for its review and 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 Audit Committee. 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 H 1 Crore per
transaction, in a financial year. The Audit Committee reviews all transactions entered
into pursuant to the omnibus approvals so granted (including long-term or recurring RPTs),
on a quarterly basis. All transactions with related parties entered into during FY23 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. Further, there were no material
related party transactions in terms of the SEBI Listing Regulations requiring approval of
the Members during the year under review. Attention of the Members is drawn to note no. 30
of the standalone financial statements setting out the disclosures on related party
transactions for FY23.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed
the reports on related party transactions with the Stock Exchanges within statutory
timelines.
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 amended its 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”) at
its meeting held on May 5, 2023 to incorporate the recent amendments under the SEBI
Listing Regulations. 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”). Stock options have long been proven to be an
effective tool for organizations to incentivize employees to accelerate profitable growth
and wealth creation while also working as a performance reward and retention tool. 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 for shareholders by achieving the business objectives and accelerating Company
performance, 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.
During the year under review, based on the recommendation of NRC and the Board, the
shareholders approved the following matters relating to Marico ESOP 2016 Plan vide special
resolutions dated May 14, 2022 passed through postal ballot:
- Increase in limit of Options that can be granted from time to time under the Plan
from the existing limits of 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, to revised
limits of upto 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, as previously approved at the 28th AGM
held on August 5, 2016, remains unchanged at 0.15% of the issued capital as on the
Commencement Date, being 19,35,257 Options.
- The Marico ESOP 2016 Plan was amended to modify 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.
The Board affirms that the amendments to the Marico ESOP 2016 Plan as aforesaid are in
compliance with the SBEB Regulations and the changes effected thereto are not prejudicial
to the interests of the employees.
As on March 31, 2023, an aggregate of 64,37,040 Options were outstanding which
constitute about 0.50% of the paid-up 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 on March 31, 2023, an aggregate of 13,16,749 STARs were outstanding which constitute
about 0.10% 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 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) and 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 information. Any Member desirous of obtaining a copy of the said
information 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.
The Board, in conjunction with the management, sets values of your Company and drives the
Company's business with these principles. These ethics and 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
behavior, 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. It is also made a part of agreements executed by your Company
with its vendors. Your Company discourages bribery and corruption in any form and has
adopted an Anti-Bribery and Anti-Corruption Policy, which is available on the website at
https://marico.com/aboutus_coc_pdf/Anti-Bribery-Anti-Corruption-Policy.pdf. 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 FY23 |
Nil |
| Complaint(s) disposed-off during FY23 |
Nil |
| Complaint(s) pending as at end of FY23 |
Nil |
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
employees on the requirements under law.
All cases involving violation/potential violation of code are referred to the CoC
Committee. 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, the Company has engaged an independent agency for managing the
whistleblowing system.
Any violation may also be reported anonymously. 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 (“CoC Committee”) is constituted. 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, 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 an e-learning module which can be completed and referred to
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 and Marico Insider Trading
Rules, 2015 are conducted to educate the employees on the said policy/rules. The education
and sensitization are further strengthened through periodic email communications and
focused group discussions with 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 the website at
https://marico.com/investorspdf/Corporate-Social-Responsibility-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 five Directors, Mr. Ananth
Sankaranarayanan, Mr. Harsh Mariwala, Mr. Saugata Gupta, Mr. Milind Barve and Ms.
Nayantara Bali. Mr. Ananth Sankaranarayanan is the Chairman of the CSR Committee.
During FY23, your Company spent H 22.69 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 2022-23 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 FY23 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
FY23 or the previous financial year. Your Company did not accept any deposits during FY23.
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 FY23 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 are no instances 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 and 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, 2023 |
DIN: 00210342 |
Annexure ‘B' to the Board's Report
Information required under Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
A) Ratio of Remuneration of each Director to the median remuneration of all the
employees of your Company and details of percentage increase in the remuneration of each
Director for the financial year 2022-23 are as follows:
| Name of Director |
Designation |
Remuneration for FY 2022-23* (J) |
Remuneration for FY 2021-22* (J) |
Ratio of remuneration to MRE** |
% Increase/ (Decrease) in remuneration |
| Mr. Harsh Mariwala1 |
Chairman & Non-Executive Director |
2,80,44,000 |
4,00,25,000 |
22.02 |
-29.93% |
| Mr. Saugata Gupta2 |
Managing Director & CEO |
25,10,75,800 |
36,10,03,928 |
197.17 |
-30.45% |
| Mr. Ananth S |
Independent Director |
46,00,000 |
41,50,000 |
3.61 |
10.84% |
| Ms. Apurva Purohit3 |
Independent Director |
43,91,667 |
NA |
3.45 |
NA |
| Ms. Hema Ravichandar |
Independent Director |
53,00,000 |
50,00,000 |
4.16 |
6.00% |
| Ms. Nayantara Bali4 |
Independent Director |
41,41,667 |
NA |
3.25 |
NA |
| Mr. Nikhil Khattau5 |
Lead Independent Director |
78,30,000 |
54,31,644 |
6.15 |
44.16% |
| Mr. Milind Barve6 |
Independent Director |
46,50,000 |
27,79,338 |
3.65 |
NA |
| Mr. Rajeev Vasudeva7 |
Independent Director |
43,00,000 |
16,08,333 |
3.38 |
NA |
| Mr. Rajendra Mariwala |
Non-Executive Director |
42,30,000 |
43,80,000 |
3.32 |
-3.42% |
| Mr. Rishabh Mariwala |
Non-Executive Director |
41,00,000 |
40,00,000 |
3.22 |
2.50% |
* The remuneration of all Non-Executive Directors includes sitting fees paid
during the financial year.
** MRE - Median Remuneration of Employees
1 With effect from November 1, 2022, the Board of Directors on the
recommendation of Nomination and Remuneration Committee (NRC), revised the commission
payable to Mr. Harsh Mariwala fromH 2.35 Crores per annum to H 1.15 Crores per annum. The
remuneration of Mr. Harsh Mariwala for the financial year 2022-23 is based on the
aforesaid scale and also includes certain amounts pertaining to the immediately preceding
financial year paid in FY 2022-23.
2 The remuneration of Mr. Saugata Gupta includes fixed pay, variable pay,
retiral benefits, performance incentives/rewards as per the Company's policies and as
determined by the NRC and the Board, and perquisite value of stock options exercised
during the respective financial years. The remuneration for financial year 2021-22
includes perquisite value of stock options exercised ofH 22,47,42,836 (FY 2022-23: Nil).
3 Ms. Apurva Purohit was appointed as Independent Director w.e.f. April 7, 2022.
Her remuneration pertains to the period from the date of appointment till March 31, 2023
and accordingly is not comparable with the previous financial year.
4 Ms. Nayantara Bali was appointed as Independent Director w.e.f. April 7, 2022.
Her remuneration pertains to the period from the date of appointment till March 31, 2023
and accordingly is not comparable with the previous financial year.
5 Mr. Nikhil Khattau was appointed as the Lead Independent Director w.e.f. April
7, 2022 and his remuneration additionally includes commission payable towards such role.
6 Mr. Milind Barve was appointed as Independent Director w.e.f. August 2, 2021.
Accordingly, his remuneration for the financial year 2022-23 is not comparable with the
previous financial year.
7 Mr. Rajeev Vasudeva was appointed as Independent Director w.e.f. November 1,
2021. Accordingly, his remuneration for the financial year 2022-23 is not comparable with
the previous financial year.
B) Details of percentage increase in the remuneration of Chief Financial Officer and
Company Secretary in the financial year 2022-23 are as follows:
| Name of KMP |
Designation |
Remuneration for FY 2022-23 (J) |
Remuneration for FY 2021-22 (J) |
% Increase/ (Decrease) in Remuneration |
| Mr. Pawan Agrawal8 |
Chief Financial Officer |
2,72,39,476 |
2,74,99,255 |
-0.94% |
| Mr. Vinay M A9 |
Company Secretary & Compliance Officer |
59,10,652 |
26,60,071 |
NA |
8 Remuneration of Mr. Pawan Agrawal for the financial year 2021-22 includes
perquisite value of stock options exercised during that financial year. There were no such
perquisites towards exercise of stock options during the financial year 2022-23.
9 Mr. Vinay M A was appointed as the Company Secretary & Compliance Officer
with effect from October 28, 2021. Accordingly, his remuneration for the financial year
2022-23 is not comparable with the previous financial year.
C) Percentage increase in the Median Remuneration of all employees in the financial
year 2022-23 is as follows:
|
FY 2022-23 |
FY 2021-22 |
Increase (%) |
|
Median |
Median |
|
| Median$ remuneration of all employees per annum |
12,73,388 |
11,56,149 |
10.14% |
$ For calculation of median remuneration, the employee count taken is 1,307 and
1,249 for the financial year 2022-23 and 2021-22 respectively, which comprise employees
(excluding workmen) who have served for the whole ofthe respective financial years.
D) Number of permanent employees on the rolls of the Company as of March 31, 2023:
1,806 (inclusive of workmen)
E) Comparison of average percentage increase in remuneration of all employees other
than KMP and the percentage increase in the remuneration of KMP:
|
FY 2022-23 |
FY 2021-22 |
Increase/ (Decrease) % |
| Average percentage increase in the Remuneration of all Employees other than KMP@ |
3,78,24,51,963 |
3,45,33,61,970 |
9.53% |
| Average Percentage increase in the Remuneration of KMP& |
|
|
|
| Mr. Saugata Gupta, Managing Director & CEO2 |
25,10,75,800 |
36,10,03,928 |
-30.45% |
| Mr. Pawan Agrawal, Chief Financial Officer 8 |
2,72,39,476 |
2,74,99,255 |
-0.94% |
| Mr. Vinay M A, Company Secretary & Compliance Officer 9 |
59,10,652 |
26,60,071 |
NA |
@ Employees, other than KMPs, who have served for the whole or part of the
respective financial years have been considered. Remuneration includes performance
incentives and perquisite value of stock options exercised during the respective financial
years.
& For further details on change in remuneration of KMPs, please refer the
explanations provided in respective note nos. 2, 8 and9 above.
F) Affirmation:
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key
Managerial Personnel and Senior Management is as per the
Company's Policy on Nomination, Remuneration & Evaluation.
For Marico Limited
|
Harsh Mariwala |
| Place : Mumbai |
Chairman |
| Date : May 5, 2023 |
DIN: 00210342 |