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Marico Ltd.

BSE: 531642 Sector: Consumer
NSE: MARICO ISIN Code: INE196A01026
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OPEN 540.00
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VOLUME 51022
52-Week high 549.50
52-Week low 333.30
P/E 59.23
Mkt Cap.(Rs cr) 68,464
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 540.00
CLOSE 534.95
VOLUME 51022
52-Week high 549.50
52-Week low 333.30
P/E 59.23
Mkt Cap.(Rs cr) 68,464
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Marico Ltd. (MARICO) - Director Report

Company director report

To the Members

Your Board of Directors ("Board") are pleased to present the Thirty SecondAnnual Report of Marico Limited ("Marico" or "the Company" or"your Company") for the financial year ended March 31 2020 ("the yearunder review" or "the year" or "FY20").

In compliance with the applicable provisions of Companies Act 2013 ("theAct") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the SEBI Listing Regulations")this report covers the financial results and other developments during the financial yearfrom April 1 2019 to March 31 2020 and up to the date of the Board meeting held on May4 2020 approving this report in respect of Marico and Marico Consolidated comprisingMarico its subsidiaries and associate companies. The consolidated entity has beenreferred to as "Marico Group" or "the Group" in this report.

FINANCIAL RESULTS - AN OVERVIEW

(Rs.in Crore)
Particulars Year ended March 31 2020 Year ended March 31 2019
Consolidated Summary for the Group
Revenue from Operations 7315 7334
ProfitbeforeTax 1374 1257
Profitafter tax before exceptional items 1065 943
ProfitafterTax 1043 1131
Marico Limited - Revenue from Operations 5853 5971
ProfitbeforeTax 1258 1183
Less: Provision for Tax for the current year 252 54
Profit after Tax for the current year 1006 1129
Other Comprehensive Income for the current year (2) (1)
Add: Surplus brought forward 2757 2331
Profit available for appropriation 3228 2892
Appropriations: Distribution to shareholders 872 613
Tax on dividend 130 89
Surplus carried forward 2760 2757

REVIEW OF OPERATIONS

In FY20 Marico posted revenue from operations of INR 7315 Crores which wasmarginally lower than the previous year. The underlying volume growth for the year was 2%.The business delivered an operating margin of 20.1% and INR 1043 Crores a growth of 13%over the last year on a comparable basis.

Marico India the domestic FMCG business achieved a turnover of INR 5655 Crores inFY20 down 2% over the last year. The underlying volume growth was a muted 1% vastlyaffected by the consumption slowdown witnessed in the economy through the year which wasfurther exacerbated by lockdowns enforced in the month of March 2020 to contain theoutbreak of COVID-19 in India. The operating margin (before corporate allocations) for theIndia business was at 22%. The improvement in profitability was led by significant grossmargin tailwinds owing to a benign input cost environment.

During the year Marico International the International FMCG business posted aturnover of INR 1660 Crores a growth of 5% over the last year. The business reportedconstant currency growth of 5%. The operating margin (before corporate allocations) forthe International business expanded by 139 bps to 21.5% led by gross margin expansion inthe Bangladesh business.

There are no material changes and commitments affecting the financial position ofyourCompany which have occurred between the end of the FY20 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 itsshareholders through a formal earmarking/ disbursement of profits to its shareholders.The Dividend Distribution Policy adopted by your Company is available on the Company'swebsite which can be accessed using the link -https://marico.com/investorspdf/Dividend_Distribution_Policy.pdf. The Policy also formspart of the Corporate Governance Report.

Based on the principles enunciated in this Policy your Company's distribution toequity shareholders during FY20 comprised the following:

• First Interim Dividend of 275% on the equity base of Rs.129.09 Croresaggregating to Rs.355.01 Crores declared by your Board of Directors on October 25 2019;

• Second Interim Dividend of325% on the equity base of Rs.129.09 Croresaggregating to Rs.419.56 Crores declared by your Board of Directors on January 30 2020and

• Third Interim Dividend of 75% on the equity base of Rs.129.09 Crores aggregatingto Rs.96.82 Crores declared by your Board of Directors on March 6 2020.

The total equity dividend for FY20 (including dividend distribution tax) aggregated toRs.1001.24 Crores. Thus dividend pay-out ratio was 95% of the consolidated profit aftertax as compared to 76% in the previous year.

CHANGES IN SHARE CAPITAL

During FY20 the paid up share capital of the Company has been increased form Rs.129.08Crores to r129.10 Crores consequent to the allotment of 153690 equity shares of Rs.1each under the Marico Employee Stock Option Plan 2016.

SUBSIDIARIES AND ASSOCIATE COMPANIES

A list of bodies corporate which are subsidiaries/associates/ joint ventures of yourCompany is provided as part of the notes to Consolidated Financial Statements.

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

The financial statements of the subsidiary companies and related information areuploaded on the website of your Company and can be accessed using the link-https://marico.com/india/investors/documentation and the same are available for inspection by theMembers. Any Member desirous of making inspection or obtaining copies of the saidfinancial statements may write to the Company Secretary or email at investor@marico.com.

Your Company has approved a policy for determining material subsidiaries and the sameis uploaded on the Company's website which can be accessed using thelink:https://marico.com/investorspdf/Policy_for_ Determination_of_Material_Subsidiary.pdf.In terms of this Policy Marico Bangladesh Limited continues to be the material subsidiaryof your Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

• Macro-economic indicators

• Fast moving consumer goods sector in India and Marico growth story

• Overview of Consolidated results of operations

• Outlook

• Human Resources

• Information Technology and digital

• Risks & opportunities

• Internal control systems and their adequacy

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Appointment of Mr. Sanjay Dube and Mr. Kanwar Bir Singh Anand as AdditionalDirectors (Independent) of the Company

The Board of Directors at its Meeting held on January 30 2020 appointed Mr. SanjayDube as an Additional Director (Independent) of your Company with effect from January 302020. Further the Board at its Meeting held on March 6 2020 appointed Mr. Kanwar BirSingh Anand as an Additional Director (Independent) of the Company with effect from April1 2020.

Mr. Dube and Mr. Anand hold office as Additional Directors (Independent) upto the dateof the 32nd Annual General Meeting ("the AGM") and subject to theapproval of Members at the AGM shall be appointed as Independent Directors to hold officefor a period of 5 years each from the date of their respective appointments. Notice inwriting signifying their candidature for appointment as Independent Directors underSection 160 of the Act has been received by the Company from a Member. Accordingly thematters relating to their appointment are being placed for the approval of the Members atthe AGM. Brief profile of each of these

Directors and other related information is appended in the Corporate Governance Report.

II. Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with Rules madethereunder and the Articles of Association of the Company Mr. Rishabh Mariwala is liableto retire by rotation at the AGM and being eligible has offered himself forre-appointment. Accordingly the appointment of Mr. Rishabh Mariwala is being placed forthe approval of the Members at the AGM. A brief profile of Mr. Rishabh Mariwala and otherrelated information is appended in the Corporate Governance Report.

III. Declaration by Independent Directors

The Company has received declarations from the Independent Directors confirming thatthey satisfy the criteria of independence as prescribed under the provisions of the Actand the SEBI Listing Regulations.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

IV. Key Managerial Personnel

During the year under review there were no changes in the Key Managerial Personnel ofyour Company.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual financial statement for the financial year endedMarch 31 2020 the applicable accounting standards have been followed and there are nomaterial departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2020 and of the profitof your Company for the said period;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 andsuch internal financial controls are adequate and were operating effectively and

f. proper systems to ensure compliance with the provisions of all applicable laws weredevised and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION

Evaluation of the performance of the individual Directors Chairman of the Board theBoard as a whole and its Statutory Committees was carried out for the year under review.The manner in which the evaluation was carried out and the outcome of the evaluation areexplained in the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT & SUSTAINABILITY REPORT

Your Company continues to publish the Integrated Report for the second year which willcontinue to focus on the imperatives of how the Company creates value over the shortmedium and long term for all its stakeholders. The Integrated Report for the year endedMarch 31 2020 has been prepared as per the framework developed by InternationalIntegrated Reporting Council (IIRC).

Your Company strives to create value for all stakeholders whilst growing responsiblyand sustainably. Accordingly your Company has aligned its sustainability efforts towardsreducing environmental footprint and increasing positive social impact. Consequently yourCompany has taken ambitious targets in relation to increasing the number of farmerbeneficiaries reducing energy intensity reducing GHG emission intensity achieving waterstewardship and responsible sourcing.

The Company has subsumed the sustainability disclosures in the Integrated Report whichhave been exhibited in line with the Global Reporting Initiative (GRI) SustainabilityReporting Standards (SRS) core guidelines. The Company has also presented separately theBusiness Responsibility Report (BRR) as per the requirements of Regulation 34 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 describing the environmental social and governance initiatives taken bythe Company.

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act the Members at the 29thAnnual General Meeting held on August 1 2017 had approved the appointment of M/s. B SRs.& Co. LLP Chartered Accountants for a term of 5 (five) years to hold office tillthe conclusion of the 34th AGM of the Company. Accordingly the StatutoryAuditors would hold office untill the conclusion of the 34th AGM of theCompany. The Statutory Auditors have confirmed their eligibility for acting as theStatutory Auditors of the Company for the financialyear 2020-21.

The Auditor's Report for the year ended March 31 2020 on the financial statements ofthe Company forms part of Annual Report. There is no qualification reservation or adverseremark or disclaimer in the said Auditor's Report. During the year under review theAuditors have not reported any fraud under Section 143 (12) of the Act and therefore nodetails are required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITORS

In terms of the Section 148 of the Act read with the Companies (Cost Records and Audit)Rules 2014 the Company is required to maintain cost accounting records and have themaudited every year. The Board at its meeting held on May 4 2020 based on therecommendation of the Audit Committee approved the appointment of M/s. Ashwin Solanki& Associates Cost Accountants as the Cost Auditors of the Company to conduct auditof the cost records of the Company for the financial year ending March 31 2021. Aremuneration of Rs.900000 (Rupees Nine Lacs only) plus applicable taxes and out ofpocket expenses has been fixed for the Cost Auditors subject to the ratification of suchfees by the Members at the AGM. Accordingly the matter relating to ratification of theremuneration payable to the Cost Auditors for the financial year ending March 31 2021will be placed at the AGM. The Company has received consent and certificate of eligibilityfrom M/s. Ashwin Solanki & Associates.

During the year under review the Cost Auditor had not reported any fraud under Section143(12) of the Act and therefore no details are required to be disclosed under Section134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board at its meeting held on May4 2020 based on the recommendation of the Audit Committee approved the appointment ofDr. K. R. Chandratre Practicing Company Secretary (Certificate of Practice No. 5144) asthe Secretarial Auditor to conduct audit of the secretarial records of the Company for thefinancial year ending March 31 2021. The Company has received consent from Dr. K. R.Chandratre to act as such.

The Secretarial Audit Report for FY 2019-20 is enclosed as "Annexure A" tothis report. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer. During the year under review the Secretarial Auditor hasnot reported any fraud under Section 143(12) of the Act and therefore no details arerequired to be disclosed under Section 134 (3)(ca) of the Act.

RISK MANAGEMENT

For your Company Risk Management is an integral and important aspect of CorporateGovernance. Your Company believes that a robust Risk Management ensures adequate controlsand monitoring mechanisms for a smooth and efficient running of the business. A risk-awareorganization is betterequipped to maximize shareholder value.

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

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

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

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

• Defined review and monitoring mechanism wherein the functional teams the topmanagement and the Board review the progress of the mitigation plans;

• Embedding of the Risk Management processes in significant decisions such aslarge capital expenditures mergers acquisitions and corporate restructuring;

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

The Risk Management Committee ("RMC") constituted by the Board assists theBoard in monitoring and reviewing the risk management plan implementation of the riskmanagement framework of the Company and such other functions as Board may deem fit. TheBoard is responsible for reviewing and guiding on the risk policy of the Company while theAudit Committee of the Board is responsible for evaluating the risk management systems inthe Company. The detailed terms of reference and the composition of RMC are set out in theCorporate Governance Report.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management process whichin turn is a part of Corporate Governance addressing financial and financial reportingrisks. The Internal Financial Controls have been documented embedded in the businessprocesses. Your Company's approach on Corporate Governance has been detailed out in theCorporate Governance Report. Your Company has deployed the principles enunciated thereinto ensure adequacy of Internal Financial Controls with reference to the financialstatements. Your Board reviews the internal processes systems and the internal financialcontrols and accordingly the Directors' Responsibility Statement contains a confirmationas regards adequacy of the internal financial controls. Assurances on the effectiveness ofInternal Financial Controls is obtained through management reviews self-assessmentcontinuous monitoring by functional heads as well as testing of the internal financialcontrol systems by the internal auditors during the course of their audits. We believethat these systems provide reasonable assurance that our internal financial controls aredesigned effectivelyand 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'sAudit Committee and its Board of Directors which exhibits Marico's commitment to goodgovernance at a group level.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for itsapproval. An omnibus approval from the Audit Committee is obtained for the related partytransactions which are repetitive in nature. In case of transactions which are unforeseenor in respect of which complete details are not available the Audit Committee grants anomnibus approval to enter into such unforeseen transactions provided the transactionvalue does not exceed the limit Rs.1 Crore per transaction in a financial year. The AuditCommittee reviews all transactions entered into pursuant to the omnibus approvals sogranted on a quarterly basis.

All transactions with related parties during FY20 were at arm's length basis and in theordinary course of business and in accordance with the provisions of the Act and the Rulesmade thereunder the SEBI Listing Regulations and the Company's Policy on Related PartyTransactions. There were no transactions for which consent of the Board of Directors wasrequired to be taken and accordingly no disclosure is made in respect of the RelatedParty Transactions in the Form AOC-2 in terms of Section 134 of the Act and Rules framedthereunder.

The Policy on Related Party Transactions is uploaded on the Company's website and canbe accessed using the link -https://marico.com/investorspdf/Policy_on_Related_Party_Transactions.pdf.

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

In terms of the applicable provisions of the Act read with the Rules framed thereunderand the SEBI Listing Regulations your Board has adopted a Policy for appointment removaland remuneration of Directors Key Managerial Personnel ("KMP") and SeniorManagement Personnel ("SMP") and also on Board Diversity Succession Planningand Evaluation of Directors ("NRE Policy"). The remuneration paid to DirectorsKMP and SMP of the Company are as per the terms laid down in the NRE Policy. The ManagingDirector & CEO of your Company does not receive remuneration or commission from any ofthe subsidiaries of your Company.

The salient features of this Policy are outlined in the Corporate Governance Report andthe Policy can be accessed using this link-https://marico.com/investorspdf/Policy_on_Nomination_Remuneration_and_Evaluation.pdf

MARICO EMPLOYEE BENEFIT SCHEME/PLAN

• Marico Employee Stock Option Plan 2016

The Members at the 28th Annual General Meeting held on August 5 2016 hadapproved the Marico Employee Stock Option Plan 2016 ("Marico ESOP 2016" or"the Plan") for issuance of the employee stock options ("Options") tothe eligible employees of the Company including the Managing Director & CEO and alsothe eligible employees of its subsidiaries whether in India or outside India. Marico ESOP2016 aims to promote desired behavior among employees for meeting the Company's long termobjectives and enable retention of employees for desired objectives and duration througha customized approach.

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

The Nomination and Remuneration Committee is entrusted with the responsibility ofadministering the Plan and the Scheme(s) notified thereunder.

As on March 31 2020 an aggregate of 4483320 Options were outstanding whichconstitute about 0.35% of the issued equity share capital of the Company as on that date.

• Marico Employees Stock Appreciation Rights Plan 2011

The Company had adopted Marico Stock Appreciation Rights Plan 2011 ('STAR Plan') inthe year 2011 for the welfare of its employees and those of its subsidiaries. Under thePlan various schemes have been notified from time to time for conferring cash incentivebenefit to the eligible employees through grant of stock appreciation rights (STARs). TheNomination and Remuneration Committee administers the Plan. The Committee notifies variousSchemes for granting STARs to the eligible employees. Each STAR is represented by oneequity share of the Company. The eligible employees are entitled to receive in cash theexcess of the maturity price over the grant price in respect of such STARs subject tofulfillment of certain conditions and applicability of Income Tax. The STAR Plan involvessecondary market acquisition of the Equity Shares of your Company by an Independent Trustset up by your Company for the implementation of the STAR Plan. Your Company lends moniesto the Trust for making secondary acquisition of Equity Shares subject to statutoryceilings.

As at March 31 2020 an aggregate of 970110 STARs were outstanding which constituteabout 0.08% of the paid up equity share capital of the Company as on that date.

STATUTORY INFORMATION ON ESOS STAR AND TRUST

Disclosure on ESOS STAR and Trust in terms of Regulation 14 of the SEBI (Share BasedEmployee Benefits) Regulation 2014 and SEBI Circular dated June 16 2015 is madeavailable Marico Limited Integrated Report 2019-20 on the website of the Company and canbe accessed using the link: https://marico.com/india/investors/documentation. Further theCompany has complied with the applicable accounting standards in this regard. Furtherduring the year under review the Company has not given loan to any of its employees forpurchase of shares of the Company.

All schemes are in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014 as applicable and the resolutions passed by the Members at the GeneralMeetings approving such employee benefit Schemes/Plans. Further an annual certificate tothat effect is obtained from the Statutory Auditors of the Company i.e. M/s. B S R &Co. LLP.

DISCLOSURES

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employee's remuneration as perSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2016 is disclosed in "AnnexureB" to this report.

The statement containing particulars of remuneration of employees as required underSection 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is available on the websitewww.marico.com. In terms of Section 136(1) of the Act the Annual Report is being sent tothe Members excluding the aforesaid annexure. Any Member desirous of obtaining a copy ofthe said annexure may write to the Company Secretary or email at investor@marico.com.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations a separate report onCorporate Governance along with the certificate from the Secretarial Auditor on itscompliance is annexed to this report as "Annexure C". Dr. K.R.Chandratre Practicing Company Secretaries have certified the Company's compliancerequirements of Corporate Governance in terms of Regulation 34 of the SEBI ListingRegulations and their Compliance Certificate is annexed to the Report on CorporateGovernance.

VIGIL MECHANISM

Your Company has a robust vigil mechanism in the form of Code of Conduct("CoC") which enables its stakeholders to report concerns aboutunethical/inappropriate behaviour actual or suspected fraud or any other violation of theCoC.

Considering the changes in the internal as well as external environment the Boardamended the CoC during the year. The CoC can be accessed on its website using the link:https://marico.com/aboutus_coc_pdf/Marico-Code-of- Conduct-2019.pdf

This mechanism also provides for adequate safeguards against victimization of employeeswho avail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee in exceptional cases. The guidelines are meant for all members of the Companyfrom the day they join the organization and are designed to ensure that they may raise anyspecific concern on integrity value adherence without fear of being punished for raisingthat concern. There are separate guidelines under the CoC that are applicable to ourassociates who partner us in our organizational objectivesand customersforwhomweexist.

Your Company has a policy for the prevention of sexual harassment. As per therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 and the Rules made thereunder your Company has constituted InternalCommittee ("IC") to deal with complaints relating to sexual harassment atworkplace. During the FY 2019-20 the Company had not received any complaint on sexualharassment.

To encourage employees to report any concerns and to maintain anonymity the Companyhas provided a toll free helpline number and a website wherein the grievances/ concernscan reach the Company or the Chairman of the Audit Committee. For administration andgovernance of the Code a Committee called Code of Conduct Committee is constituted.

All new employees go through a detailed personal orientation on CoC. Further allemployees have to mandatory complete the online learning cum certification course on CoC.Your Company seeks affirmation on compliance of CoC on an annual basis from all theemployees and on a quarterly basis from the Directors and the employees at senior level.Additionally separate trainings (classroom/online) on Anti-Sexual Harassment Policy &Insider Trading Rules are conducted to educate the employees on the said Policy/Rules. Theeducation and sensitization is further strengthened through periodic email communicationsand focused group discussions with the employees to ensure the CoC is followed in spiritand failures are minimized.

The Board and the Audit Committee are informed periodically on the matters reportedunder CoC and the status of resolution of such cases.

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

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is enclosed as "Annexure D" to thisreport.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The composition of the CSR Committee is disclosed in the Corporate Governance Report.

A brief outline of the CSR Philosophy salient features of the CSR Policy of theCompany and changes therein the CSR initiatives undertaken during the financial year201920 together with progress thereon and the report on CSR activities as required by theCompanies (Corporate Social Responsibility Policy) Rules 2014 are set out in "AnnexureE" to this Report and the CSR policy can be accessed through the link:https://marico.com/investorspdf/CSR_Policy_(1).pdf.

SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standard-1and Secretarial Standard - 2 issued by Institute of Company Secretaries of India andnotified bythe Ministryof Corporate Affairs oflndia.

DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Actread together with the Companies (Acceptance of Deposits) Rules 2014 at the end of thefinancial year 2019-20 or the previous financial year. Your Company did not accept anydeposits during FY20.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its operations in future.

ANNUALRETURN

The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Act read with the Companies (Management andAdministration) Rules 2014 are enclosed as "Annexure F" to this report.

Pursuant to Section 134 (3) (a) of the Act annual return will be placed on the websiteof the Company and can be accessed using the link:https://marico.com/india/investors/documentation.

COST RECORDS

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

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank Company's employeesfor their dedicatedservice and firm commitment to the goals & vision of the Company. Your Board alsowishes to place on record its sincere appreciation for the wholehearted support receivedfrom shareholders distributors third party manufacturers bankers and all other businessassociates and from the neighborhood communities of the various Marico locations. We lookforward to continued support of all these partners in progress.

On behalf of the Board of Directors
Harsh Mariwala
Place : Mumbai Chairman
Date : May 4 2020 DIN:00210342

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