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Marico Ltd.

BSE: 531642 Sector: Consumer
NSE: MARICO ISIN Code: INE196A01026
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VOLUME 27369
52-Week high 606.00
52-Week low 455.80
P/E 54.54
Mkt Cap.(Rs cr) 63,462
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 479.00
CLOSE 477.75
VOLUME 27369
52-Week high 606.00
52-Week low 455.80
P/E 54.54
Mkt Cap.(Rs cr) 63,462
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") is pleased to present theThirty Third Annual Report of Marico Limited ("Marico" or

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

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

FINANCIAL RESULTS - AN OVERVIEW

(R in Crores)

Year ended Year ended
Particulars
March 31 2021 March 31 2020
Consolidated Summary for the Group
Revenue from Operations 8048 7315
Profit before Tax 1523 1374
Profit after tax before exceptional items 1165 1065
Profit after Tax 1199 1043
Marico Limited (Standalone) 6337 5853
Revenue from Operations
Profit before Tax 1311 1261
Less: Provision for Tax for the current year 205 254
Profit after Tax for the current year 1106 1007
Other Comprehensive Income for the current year 2 (2)
Add: Surplus brought forward 2906 2759
Profit available for appropriation 3351 3332
Appropriations: Distribution to shareholders 968 872
Surplus carried forward 2904 2765

REVIEW OF OPERATIONS

In FY21 Marico Group posted revenue from operations of INR 8048Crores (USD 1.1 billion) which was 10% higher than the previous year. The underlyingdomestic volume growth for the year was 7% and the constant currency growth in theinternational business was 7%. The business delivered an operating margin of 19.8% andrecurring net profit of INR 1162 crores a growth of 11% over the last year on alike-to-like basis.

Marico India the domestic FMCG business achieved a turnover of INR6189 Crores in FY21 up 9% over the last year. The underlying volume growth was 7%despite headwinds in discretionary consumption through the year and significant supplychain disruptions in Q1FY21 as business progressively scaled up with restrictions easingsubsequently. The operating margin for the India business was at 21.3% in FY21 vs 22.4% inprevious year. The profitability was impacted by severe input cost push in second half ofFY21.

During the year Marico International the International FMCG businessposted a turnover of INR 1859 Crores a growth of 12% over the last year. The businessreported constant currency growth of 7%. The operating margin for the Internationalbusiness expanded to 23.5% in FY21 from 21.5% in previous year due to favourable marketmix and tight cost management across all geographies.

There are no material changes and commitments affecting the financialposition of your company which have occurred between the end of the FY21 and the date ofthis 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 itsprosperity with its shareholders through a formal earmarking/ disbursement of profits toits shareholders. In accordance with Regulation 43A of the SEBI Listing Regulations theCompany has adopted the Dividend Distribution Policy which is made available on theCompany's website and can be accessed using the link -https://marico.com/investorspdf/Dividend_Distribution_Policy.pdf. Based on the principlesenunciated in the above Policy your Company's dividend to equity shareholders duringFY21 comprised the following:

• First Interim Dividend of 300% on the equity base of R129.12Crores aggregating to R387.38 Crores declared by your Board of Directors on October 282020; and

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

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

CHANGES IN SHARE CAPITAL

During FY21 the paid-up share capital of the Company the lockdown hasbeen increased from R 129.10 Crores to R 129.13 Crores consequent to allotment of 331910equity shares of R 1 each under the Marico Employee Stock Option Plan 2016.

SUBSIDIARIES AND ASSOCIATE COMPANIES

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

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

• Marico acquired balance 55% equity stake from the existingshareholders of Zed Lifestyle Private Limited ("ZED Lifestyle") an associatecompany and consequently ZED Lifestyle became a wholly owned subsidiary of your Companywith effec t from June 30 2020.

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

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

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

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

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

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

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of the loans guarantees and investments covered under Section186 of the Act form part of the notes to the standalone financial statement of theCompany.

MANAGEMENT DISCUSSION AND ANALYSIS

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

• Economic scenario

• Fast moving consumer goods sector in India

• Marico growth story

• Overview of Consolidated results of operations

• Outlook

• Human Resources

• Information Technology and digital

• Risks & opportunities

• Internal control systems and their adequacy

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of the Board of Directors and the number of meetings heldand attended by the Board of Directors during the year under review are detailed in theCorporate Governance Report. Appended below are the changes in the Board of Directors andKey Managerial Personnel:

I. Director retiring by rotation

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

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

II. Appointment of Independent Director

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

III. Key Managerial Personnel

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual financia l statement for thefinancia l year ended March 31 2021 the applicable accounting standards have beenfollowed and there are no material departures from the same; b. the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affair s of your Company as at March 31 2021 and of the profi t of your Company forthe said period; c. proper and sufficien t care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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. properinternal financia l controls to be followed by the Company were laid down and suchinternal financia l controls are adequate and were operating effectivel y and; f. propersystems to ensure compliance with the provisions of all applicable laws were devised andthat such systems were adequate and operating effectivel y.

PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at theBoard level is pivotal to its Board Engagement and Effectivenes s. The Policy and criteriafor Board Evaluation si duly approved by the Nomination and Remuneration Committee. Thisprocess at Marico si conducted through structured questionnaires which cover variousaspects of the Board's functioning such as adequacy of the composition of the Boardand its Committees Member's strengths and contribution execution and performance ofspecific duties obligations and governance. Performance evaluation si facilitated by theChairman of the Board who si supported by the Chairperson of the Nomination andRemuneration Committee. Under the said evaluation mechanism post receiving individualfeedbacks (which also involved peer evaluation) the following process was followed toassimilate and process the feedback:

• A meeting of the Independent Directors was held whereinperformance of Non-Independent Directors Chairman of the Board and of the entire Boardwas evaluated.

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

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

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

For the year under review the performance evaluation exerciseconducted has resulted in identification of the following focus areas for it to work uponin the coming years:

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

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

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

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

5. For the Board Committees the following focus areas will continuefor the coming year: a. Audit Committee: Further strengthening the GRCC policiesprocesses and systems in the Company with special focus on automation and exceptionanalytics; b. Nomination and Remuneration Committee: i. helping strengthen the culturecodes for the Company and improving the talent management processes with specific focuson strengthening the top talent pipeline ii. succession planning for MD & CEO and theSenior Management Personnel. c. Corporate Social Responsibility Committee:

Bringing focus on improving the effectiveness of Marico's CSRspends.

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

BUSINESS RESPONSIBILITY REPORT (BRR)

At Marico we believe that transparent accurate and comprehensivedisclosure practices not only aid in strategic decision-making but also help indemonstrating incremental value created for all groups of stakeholders. nI line with theglobal megatrends and evolving normal of business environment your Company hastransitioned to Integrated Reporting which enables financia l and non-financia l factorsto be viewed from the same lens. Marico has published its third Integrated Reportemphasizing on the continual goal of focusing on the imperatives of how the Companycreates value over the short medium and long term for all its stakeholders. TheIntegrated Report has been prepared as per the framework developed by InternationalIntegrated Reporting Council (IIRC). The financia l sections of BRR are presented in linewith the requirements of the Act read with the Rules made thereunder the IndianAccounting Standards the SEBI Listing Regulations and the requisite Secretarial Standardsissued by the Institute of Company Secretaries of India. The non-financia l section(Sustainability and Corporate Social Responsibility) is presented in conformance to theGlobal Reporting Initiative (GRI) Standard's Core Performance Indicators theUN-Sustainable Development Goals (SDGs) and other sectorally relevant internationalsustainability disclosure guidelines. BRR has been published in adherence to the SEBIListing Regulations and to the Ministry of Corporate Affair s' National VoluntaryGuidelines (NVGs) that guides listed corporations to use a 9-principle framework fordemonstrating their environmental social and economic responsibilities during the yearunder review. Sustainability for your Company is the way of doing business. From visionpurpose strategy operations and communication perspective your Company has integratedsustainability into its core business DNA. The value protection and value creationparadigms have been designed in a way that ti propels socially inclusive growth that siimpactful innovative and agile. Sincere effort s have been undertaken to enhance yourCompany's environmentally positive footprint expand socio-economic empowerment anddemonstrate transparency ni business conduct. Consequently your Company has takenambitious targets in relation to increasing the number of farmer s mapping productsustainability footprint reducing energy intensity by transitioning to low-carbonsources reducing GHG emission intensity achieving water stewardship responsiblesourcing and building resilience across business dimensions to futureproof value creation.

AUDITORS & AUDITORS' REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act the Members atthe 29th AGM held on August 1 2017 had approved the appointment of M/s. B S R &Co.LLP Chartered Accountants for a term of 5 (five) years to hold offic e till theconclusion of the 34th AGM of the Company. Accordingly the Statutory Auditors would holdoffic e until the conclusion of the 34th AGM of the Company. The Statutory Auditors haveconfirme d their eligibility for acting as the Statutory Auditors of the Company for thefinancialyear 2021-22. The Auditor's Report for the financial year ended March 312021 on the financial statements of the Company forms part of the Annual Report. The saidreport was issued by the Statutory Auditor with an unmodifie d opinion and does notcontain any qualificatio n reservation adverse remark or disclaimer. During the yearunder review the Auditors have not reported any fraud under Section 143 (12) of the Actand therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

COST AUDITORS

In terms of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 the Company si required to maintain cost accountingrecords and have them audited every year. Accordingly the Board at its meeting held onJuly 30 2021 based on the recommendation of the Audit Committee appointed M/s. AshwinSolanki & Associates Cost Accountants as the Cost Auditors of the Company to conductaudit of the cost records of the Company for the financia l year ending March 31 2022. Aremuneration of R 950000 (Rupees Nine Lacs Fifty Thousand only) plus applicable taxesand out of pocket expenses has been fixed for the Cost Auditors subject to theratification of such fees by the Members at the 33d r AGM. Accordingly the matterrelating to ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31 2022 is placed at the 33rd AGM. The Company has received consentand certificate of eligibility from M/s. Ashwin Solanki & Associates.

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

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act read with the Companies(Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board at its meeting held onApril 30 2021based on the recommendation of the Audit Committee approved theappointment of Dr. K. R. Chandratre Practicing Company Secretary (Certificate of PracticeNo. 5144) as the Secretarial Auditor of the Company to conduct audit of the secretarialrecords of the Company for the financia l year ending March 31 2022. The Company hasreceived consentfrom Dr. K. R. Chandratre to act as such. The Secretarial Audit Report forFY21 si enclosed as "Annexure A" to this report. The Secretarial Audit Reportdoes not contain any qualificatio n reservation adverse remark or disclaimer. During theyear under review the Secretarial Auditor has not reported any fraud under Section143(12) of the Act and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.

RISK MANAGEMENT

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

The key cornerstones of your Company's Risk Management Frameworkare:

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

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

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

• Defined the functional teams the top management and the Boardreview the progress of the mitigation plans;

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

• Constant scanning of external environment for new and emergingrisks;

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

The Risk Management Committee ("RMC") constituted by theBoard assists the Board in monitoring and reviewing the risk management planimplementation of the risk management framework of the Company and such other functions asBoard may deem fit. The Board si responsible for reviewing and guiding on the riskmanagement policy of the Company while the Audit Committee of the Board si responsible forevaluating the risk management systems ni the Company. The detailed terms of reference andthe composition of RMC are set out ni the Corporate Governance Report. Your company hasalso put ni place a robust Crisis Management Framework monitored by internal crisismanagement committee which is responsible for laying out crisis response mechanismcommunication protocols and periodic training and competency building around crisismanagement.

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the riskmanagement process which in turn is a part of Corporate Governance addressing financialand financial reporting risks. The Internal Financial Controls have been documented andembedded in the business processes. Your Company's approach on Corporate Governancehas been detailed out in the Corporate Governance Report. Your Company has deployed theprinciples enunciated therein to ensure adequacy of Internal Financial Controls withreference to

• Effectiveness and efficiency of operations required to

• Reliability of financial reporting

• Compliance with applicable laws and regulationsreviewandmonitoringmechanism wherein

• Prevention and detection of frauds

• Safeguarding of assets

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

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the AuditCommittee for its approval. An omnibus approval from the Audit Committee is obtained forthe related party transactions which are repetitive in nature based on the criteriaapproved by the Board. In case of transactions which are unforeseen or in respect of whichcomplete details are not available the Audit Committee grants an approval to enter intosuch unforeseen transactions provided the transaction value does not exceed the limit ofR 1 Crore per transaction in a financia l year. The Audit Committee reviews alltransactions entered into pursuant to the omnibus approvals so granted on a quarterlybasis. All transactions with related parties entered into during FY21 were at arm'slength basis and in the ordinary course of business and in accordance with the provisionsof the Act and the Rules made thereunder the SEBI Listing Regulations and theCompany's Policy on Related Party Transactions. During the year under review therewere no transactions for which consent of the Board of Directors was required to be takenand accordingly no disclosure is required in respect of the Related Party Transactions inthe Form AOC-2 in terms of Section 134 of the Act and Rules framed thereunder. Theattention of the Members is drawn to the note no. 30 to the Standalone Financial Statementsetting out the related party transaction disclosures for FY21. The Policy on RelatedParty Transactions is available on the Company's website and can be accessed usingthe link - https://marico.com/investorspdf/Policy_on_Related_Party_Transactions.pdf

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

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

In terms of the applicable provisions of the Act read with the Rulesframed thereunder and the SEBI Listing Regulations your Board has adopted a Policy forappointment removal and remuneration of Directors Key Managerial Personnel("KMP") and Senior Management Personnel ("SMP") and also on the BoardDiversity Succession Planning and Evaluation of Directors ("NRE Policy"). Theremuneration paid to Directors KMP and SMP of the Company are as per the terms laid downin the NRE Policy. The Managing Director & CEO of your Company does not receiveremuneration or commission from any of the subsidiaries of your Company. The salientfeatures ofthisPolicy are outlined inthe Corporate Governance Report and the Policy ismade available on the Company's website which can be accessed using the linkhttps://marico.com/investorspdf/Policy_on_Nomination_Remuneration_and_Evaluation.pdf

MARICO EMPLOYEE BENEFIT SCHEME/PLAN

• Marico Employee Stock Option Plan 2016

The Members at the 28th AGM held on August 5 2016 had approved theMarico Employee Stock Option Plan 2016 ("Marico ESOP 2016" or "thePlan") for issuance of the employee stock options ("Options") to theeligible employees of the Company including the Managing Director & CEO and also theeligible employees of its subsidiaries both in India and outside India. Marico ESOP 2016aims 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 issued equity share capital of the Company as on August 5 2016 ("theCommencement Date") to the eligible employees of the Company and its subsidiaries andnot exceeding 0.15% of the issued equity share capital of the Company as on theCommencement Date to any individual employee.

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

As on March 31 2021 an aggregate of 5334530 Options wereoutstanding which constitute about 0.41% of the issued equity share capital of the Companyas on that date.

• Marico Employees Stock Appreciation Rights Plan 2011

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

Under the Plan various schemes are notified for conferring cashincentive 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 notifiesvarious Schemes for granting STARs to the eligible employees. Each STAR is represented byone equity share of the Company. The eligible employees are entitled to receive in cashthe excess of the maturity price over the grant price in respect of such STARs subject tofulfillment and applicability of Income Tax. The STAR Plan involves secondary marketacquisition of the Equity Shares of your Company by an Independent Trust set up by yourCompany for the implementation of the STAR Plan. Your Company lends monies to such Trustfor making secondary acquisition of equity shares subject to the statutory ceilings.

As at March 31 2021 an aggregate of 1197180 STARs were outstandingwhich constitute about 0.09% of the paid up equity share capital of the Company as on thatdate.

STATUTORY INFORMATION ON MARICO EMPLOYEE BENEFIT SCHEME/PLAN AND TRUST

The disclosure requirements in terms of Regulation 14 of the SEBI(Share Based Employee Benefit s) Regulations 2014 as amended and the SEBI Circular datedJune 16 2015 for Marico Employee Benefi t Scheme/Plan and Trust is made available onthe Company's website and can be accessed using the link:https://marico.com/india/investors/documentation. Further the Company has complied withthe applicable accounting standards in this regard. Further during the year under reviewthe Company has not given loan to any of its employees for purchase of shares of theCompany. All Marico Employee Benefi t Schemes/Plans are in compliance with the SEBI (ShareBased Employee Benefit s) Regulations 2014 as amended and the resolutions passed by theMembers at the General Meetings approving such employee benefi t Schemes/Plans. Furtheran annual certificat e to that effec t is obtained from the Statutory Auditors of theCompany 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 medianemployee's remuneration as per Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedis disclosed in "Annexure B" to this report.

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

CORPORATE GOVERNANCE REPORT

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

VIGIL MECHANISM

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

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

The vigil mechanism of the Company provides for adequate safeguardsagainst victimization of directors employees and third parties who avail of the mechanismand also provides for direct access to the Chairman of the Audit Committee ni exceptionalcases. The CoC guidelines are designed to ensure that Directors employees and thirdparties may report genuine concerns on CoC adherence or violations thereof without fear ofretaliation. To encourage such members to report any concerns and to maintain anonymitythe Company has engaged an independent agency for managing the whistleblowing system andhas provided toll-free helpline numbers across the geographies where ti si having apresence along with a website and email address wherein the grievances/ concerns canreach the Company. For administration and governance of the Code a committee called Codeof Conduct Committee si constituted ("CoC Committee"). All cases reported underthe whistleblower policy are reported to the CoC Committee and are subject to a review bythe Audit Committee and the Nomination and Remuneration Committee of the Company. Inaddition to the independent Ethics Hotline system your Company has also provided ni itsCoC direct access to the members of the CoC Committee and a drop box facility to reportconcerns or violations of the CoC. All new employees go through a detailed personalorientation on CoC and anti-sexual harassment policy. Further all employees have tomandatorily complete the online learning cum certificatio n course on CoC on an annualbasis. Your Company seeks affirmatio n on compliance of CoC on an annual basis from allthe employees and on a quarterly basis from the Directors and the employees at seniorlevel. Additionally separate trainings (classroom/online) on Anti-Sexual HarassmentPolicy & Marico Insider Trading Rules are conducted to educate the employees on thesaid Policy/Rules. The education and sensitization si further strengthened throughperiodic e-mail communications and focused group discussions with the employees to ensurethe CoC is followed ni spirit and failures are minimized. The Company also ensurescapability building of and mandatory certification s by its business partners onMarico's Code of Conduct and Marico's Code of Business Ethics. The Board and theAudit Committee thereof are informed periodically on the matters reported under CoC andthe status of resolution of such cases.

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

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The composition of the CSR Committee is disclosed ni the CorporateGovernance Report. During the year under review the Company amended its CSR policy toalign the same with the amendments to the Companies (Corporate Social ResponsibilityPolicy) Amendment Rules 2021. A brief outline of the CSR Philosophy salient features ofthe CSR Policy of the Company the CSR initiatives undertaken during the financia l year2020-21 together with progress thereon and the report on CSR activities in the prescribedformat as required by the Companies (Corporate Social Responsibility Policy) Rules 2014are set out in "Annexure E" to this Report and the CSR Policy can be accessedusing the link

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

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

SECRETARIAL STANDARDS

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

DEPOSITS

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

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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

NO PENDING PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

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

ANNUAL RETURN

Pursuant to Section 134 3)( (a) of the Act the draft annual return forFY21 prepared ni accordance with Section 92(3) of the Act si made available 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 theAct is applicable to the Company and accordingly all the cost records are made andmaintained by the Company and audited by the cost auditors.

ACKNOWLEDGEMENT

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

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

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