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Marico Ltd.

BSE: 531642 Sector: Consumer
NSE: MARICO ISIN Code: INE196A01026
BSE 00:00 | 24 Apr Marico Ltd
NSE 05:30 | 01 Jan Marico Ltd
OPEN 302.00
PREVIOUS CLOSE 302.00
VOLUME 46764
52-Week high 403.70
52-Week low 233.80
P/E 32.28
Mkt Cap.(Rs cr) 39,511
Buy Price 306.05
Buy Qty 76.00
Sell Price 306.80
Sell Qty 1.00
OPEN 302.00
CLOSE 302.00
VOLUME 46764
52-Week high 403.70
52-Week low 233.80
P/E 32.28
Mkt Cap.(Rs cr) 39,511
Buy Price 306.05
Buy Qty 76.00
Sell Price 306.80
Sell Qty 1.00

Marico Ltd. (MARICO) - Director Report


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Company director report

To the Members

Your Board of Directors ("Board") are pleased to present theThirty First Annual Report of Marico Limited ("Marico" or "theCompany" or "your Company") for the financial year ended March 31 2019("the year under review" or "the year" or "FY19").

In compliance with the applicable provisions of Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for time being inforce) ("the Act") and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("the SEBIRegulations") this report covers the financial results and other developments duringthe financial year April 1 2018 to March 31 2019 and upto the date of the Board meetingheld on May 6 2019 to approve this report in respect of Marico and Marico Consolidatedcomprising Marico its subsidiaries and associate companies. The consolidated entity hasbeen referred to as "Marico Group" or "Your Group" or "theGroup" in this report.

FINANCIAL RESULTS - AN OVERVIEW

(r in Crore)
Particulars Year ended March312019 Year ended March 31 2018
Consolidated Summary for the Group
Revenue from Operations 7334 6333
Prof itbeforeTax 1263 1117
Prof it after Tax 1135 827
Marico Limited - Revenue from Operations 5971 5181
Prof itbeforeTax 1187 954
Less: Provision for Tax for the current year 55 236
Prof it after Tax for the current year 1132 718
Other Comprehensive Income for the current year (1) (1)
Add: Surplus brought forward 2348 2266
Prof it available for appropriation 3480 2984
Appropriations: Distribution to shareholders 613 549
Tax on dividend 89 87
702 636
Surplus carried forward 2777 2348

REVIEW OF OPERATIONS

During FY19 Marico posted revenue from operations of INR 7334 Croresa growth of 16% over the previous year. Volume growth for the year was 8%. The valuegrowth was led by price increases taken in core portfolios of the domestic business tocounter significant input cost push and favorable forex impact on translation of overseasrevenues. The business delivered an operating margin of 17.5% and recurring bottom line ofINR 930 Crores (excluding the impact of the tax adjustments for earlier years) a growthof 14% over the last year. The reported bottom line was INR 1118 Crores.

Marico India the domestic FMCG business achieved a turnover of INR5756 Crores in FY19 a growth of 16% over the last year. Volume growth for the year was8% in line with the medium term aspiration. The value growth was led by price hikes takenin core portfolios in response to rising input costs. The operating margin (beforecorporate allocations) for the India business was at 19.6% in FY19. Prof itability for theyear was subdued by gross margin contraction which was only partly contained by the pricehikes taken in respective portfolios.

During the year Marico International the International FMCG businessposted a turnover of INR 1578 Crores a growth of 16% over the last year. The businessreported a 9% constant currency growth (volume growth of 8%) during the year. Theoperating margin (before corporate allocations) for the International business was at19.1% in FY19 a sustained structural shift over the last few years from levels of below10%.

There are no material changes and commitments affecting the financialposition ofyour Company which have occurred between the end of the FY19 and the date ofthis report.

Further there has been no change in the nature of business of theCompany.

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 prof its toits shareholders. The Dividend Distribution Policy ("DD Policy") adopted by yourCompany is available on the Company's website which can be accessed using the link https://marico.com/investorspdf/ DividendDistribution Policy.pdf. The Policy also forms part of the Corporate Governance Report.

Based on the principles enunciated in the DD Policy yourCompany's distribution to equity shareholders during FY19 comprised the following:

• First Interim Dividend of 200% on the equity base of R129.09Crores aggregating to R 258.17 Crores declared byyour Board ofDirectors on November 12018 and

• Second Interim Dividend of 275% on the equity base of R129.09Crores aggregating to R354.99 Crores declared by your Board of Directors on February 52019.

The total equity dividend for FY19 (including dividend distributiontax) aggregated to R702.62 Crores. Thus dividend pay-out ratio was 76% of theconsolidated prof it after tax as compared to 78% in the previous year.

CHANGES IN SHARE CAPITAL

During FY19 there was no change in the paid up share capital of theCompany.

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. During the year under review the Company entered into Shareholders'Agreement and Share Subscription Agreement with Revolutionary Fitness Private Limited("Revof it") and acquired 22.46% of its equity stake. Consequently Revof itbecame an associate company of Marico.

The Company incorporated the following subsidiaries during the yearunder review:

a. A non-prof it company limited by guarantee in India named 'ParachuteKalpavriksha Foundation' to undertake the Company's CSR initiatives towardscommunity and ecological sustenance and

b. A private limited company named 'Marico (Lanka) PrivateLimited' in Sri Lanka to strengthen the Company's business in that country.

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 financial statements of the subsidiary companies and relatedinformation are uploaded on the website of your Company and can be accessed using the link http://marico.com/india/investors/documentation and the same are available for inspection by the Members at the Registered Office of yourCompany during business hours on all working days except Saturdays and Sundays up to thedate of the 31st Annual General Meeting ("31st AGM") as required under Section136 of the Act. Any Member desirous

of obtaining a copy of the said financial statements may write to theCompany Secretary at the Registered Office Address.

Your Company has approved a policy for determining materialsubsidiaries and the same is uploaded on the Company's website which can be accessedusing the link https://marico.com/investorspdf/Policyfor Determining Material subsidiaries.pdf As per this Policy your Company did nothave any material subsidiary as on March 31 2019. However based on financials of FY 19Marico Bangladesh Limited has been identified as material subsidiary in FY 2019-20.

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:

Macro-Economic Indicators & FMCG Industry Opportunities and threatsRisks and concerns

Internal control systems and their adequacy Discussion on financial andoperational performance Outlook

Segment-wise performance

Human capital Initiative outlook Details of significant changes in keyfinancial ratios etc.

Details of any change in Return on Net Worth as compared to theimmediately previous financial year along with a detailed explanation thereof

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

I. Re-appointment of Mr. Rajeev Bakshi Mr. B. S. Nagesh Ms. HemaRavichandar and Mr. Nikhil Khattau as Additional Directors (Independent) of the Company.

The tenure of Mr. Rajeev Bakshi (DIN: 00044621) Mr. B. S. Nagesh (DIN:00027595) Ms. Hema Ravichandar (DIN: 00032929) and Mr. Nikhil Khattau (DIN: 00017880)Independent Directors was due to expire on March 31 2019. The Board of Directors at itsMeeting held on March 12 2019 approved the re-appointment of the said Directors asAdditional Directors (Independent) to hold office as Independent Directors for a tenure asmentioned below subject to the approval of the shareholders by a Special Resolution atthe ensuing 31st AGM of the Company. Accordingly the matters with respect to theirre-appointment are proposed in the Notice of the 31st AGM. Brief profile of each of thesaid Director and other related information is appended in the Corporate GovernanceReport.

Names of the Independent Director No. of year(s) re-appointed for Tenure
1. Mr. Rajeev Bakshi 1 From April 1 2019 to March 31 2020
2. Mr. B.S. Nagesh 3 From April 1 2019 to March 31 2022
3. Ms. Hema Ravichandar 5 From April 1 2019 to March 31 2024
4. Mr. Nikhil Khattau 5 From April 1 2019 to March 31 2024

II. Re-appointment of Mr. Saugata Gupta as the Managing Director of theCompany

As the tenure of Mr. Saugata Gupta Managing Director & ChiefExecutive Officer was due to expire on March 31 2019 the Board of Directors at theirmeeting held on March 12 2019 re-appointed him for another term of 5 years with effectfrom April 1 2019 subject to the approval of the Shareholders. Accordingly the matterwith respect to the re-appointment of Mr. Saugata Gupta is proposed in the Notice of the31st AGM. A brief profile of Mr. Saugata Gupta and other related information is appendedin the Corporate Governance Report.

III. 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. Harsh Mariwala(DIN: 00210342) is liable to retire by rotation at the AGM and being eligible has offeredhimself for re-appointment. Accordingly the appointment of Mr. Harsh Mariwala is beingplaced for the approval of the Members at the 31st AGM. A brief profile of Mr. HarshMariwala and other related information is appended in the Corporate Governance Report.

IV. Declaration by Independent Directors

The Company has received declaration from each of its IndependentDirectors confirming that they satisfy the criteria of independence as prescribed underthe provisions of the Act and the SEBI Regulations.

None of the Directors of the Company are disqualified for beingappointed as Directors as specified in Section 164(2) of the Companies Act 2013 and Rule14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

V. Key Managerial Personnel

During the year under review there were no changes in the KeyManagerial Personnel of the Company.

Mr. Saugata Gupta was re-appointed by the Board subject to theapproval of the shareholders as the Managing Director & CEO of the Company foranother term of5 consecutive years with effect from April 12019.

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 confirm that:

a. in the preparation of the annual financial statement for thefinancial year ended March 31 2019 the applicable accounting standards have beenfollowed and there are no material departures from the same;

b. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your Company as at March 31 2019and of the prof it of your Company for the said period;

c. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d. the annual accounts have been prepared on a 'going concern'basis;

e. proper internal financial controls to be followed by the Companywere laid down and such internal financial controls are adequate and were operatingeffectively and

f. proper systems to ensure compliance with the provisions of allapplicable laws were devised and that such systems were adequate and operatingeffectively.

PERFORMANCE EVALUATION

In accordance with the relevant provisions of the Act read with thecorresponding Rules framed thereunder the SEBI

Regulations evaluation of the performance of the individual DirectorsChairman of the Board the Board as a whole and its individual statutory Committees wascarried out for the year under review. The manner in which the evaluation was carried outand the outcome of the evaluation are explained in the Corporate Governance Report.

BUSINESS RESPONSIBILITY REPORT & SUSTAINABILITY REPORT

The current financial year marks an important milestone in theCompany's corporate reporting journey as it is transitioning towards Integrated Reportingwhich focuses on the imperatives of how the Company creates value over the short mediumand long term for all its stakeholders. The Company's maiden Integrated Report for theperiod 1 April 2018 to 31 March 2019 has been prepared as per the framework developed byInternational Integrated Reporting Council (IIRC).

Your Company strives to create value for all stakeholders whilstgrowing responsibly and sustainably. Accordingly your Company has aligned itssustainability efforts towards reducing environmental footprint and increasing positivesocial impact. Consequently your Company has taken ambitious targets in relation toincreasing the number of farmer beneficiaries reducing energy intensity reducing GHGemission intensity achieving water stewardship and responsible sourcing.

During the year under review the Company has subsumed thesustainability disclosures in the Integrated Report which has been exhibited in line withthe Global Reporting Initiative (GRI) Sustainability Reporting Standards (SRS) coreguidelines. The Company has also presented the Business Responsibility Report (BRR) as perthe requirements of Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 describing the environmentalsocial and governance initiatives taken by the Company. The Integrated Report of theCompany for the financial year 2018-19 can be accessed on its website using this link https://marico.com/india/investors/documentation .

AUDITORS & AUDITORS REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act the Members atthe 29th Annual General Meeting held on August 1 2017 had approved the appointment ofM/s. B S R & Co. LLP Chartered Accountants for a term of five years to hold officetill the conclusion of the 34th Annual General Meeting of the Company. The requirement forthe annual ratification of the appointment of the Statutory Auditors by

Shareholders at every AGM has been omitted pursuant to the Companies(Amendment) Act 2017 notified on May 7 2018 and accordingly the same is not placed forratification.

The Statutory Auditors have confirmed their eligibility for acting asthe Statutory Auditors of the Company for the financial year 2019-20.

The Auditor's Report for the year ended March 31 2019 on thefinancialstatements of the Company forms part ofAnnual Report. There is no qualificationreservation or adverse remark or disclaimer in the said Auditor's Report. During the yearunder review the Auditors have not reported any fraud under Section 143 (12) of the Actand therefore no detail 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 is required to maintain cost accountingrecords and have them audited every year. The Board at its meeting held on May 6 2019based on the recommendation of the Audit Committee approved the appointment of M/s.Ashwin Solanki & Associates Cost Accountants as the Cost Auditors of the Company toconduct audit of the cost records of the Company for the financial year ending March 312020 at a fee of Rs. 9.5 lacs plus applicable taxes and out of pocket expenses subject tothe ratification of the said fees by the Members at the ensuing 31st AGM. Accordingly thematter relating to ratification of the remuneration payable to the Cost Auditors for thefinancial year ending March 31 2020 is placed at the 31st AGM. The Company has received awritten consent and 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(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board at itsmeeting held on May 6 2019 based on the recommendation of the Audit Committee approvedthe appointment of Dr. K. R. Chandratre Practicing Company Secretary (Certificate ofPractice No. 5144) as the Secretarial Auditor to conduct audit of the secretarial recordsof the Company for the financial year ending March 31 2020. The Company has receivedconsent from Dr. K. R. Chandratre to act as such.

The Secretarial Audit Report for FY19 is enclosed as "AnnexureA" to this report. The Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer. During the year under review the SecretarialAuditor had 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.

RISK MANAGEMENT

For your Company Risk Management is an integral and importantcomponent of Corporate Governance. Your Company believes that a robust Risk Managementensures adequate controls and monitoring mechanisms for a smooth and efficient running ofthe business. A risk-aware organization is better equipped to maximize the shareholdervalue.

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 reduce thevulnerability to the prioritized risks;

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

Defined review and monitoring mechanism wherein the functional teamsthe top management and the Board review the progress of the mitigation plans;

Embedding of the Risk Management processes in significant decisionssuch as large capital expenditures mergers acquisitions and corporate restructuring;

Wherever applicable and feasible defining the risk appetite andinstall 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 detailed terms of reference and the composition of RMC are set outin the Corporate Governance Report.

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 documentedembedded 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 the financial statements. Your Board has also reviewed the internalprocesses systems and the internal financial controls and the Directors'Responsibility Statement contains a confirmation as regards adequacy of the internalfinancial controls. Assurances on the effectiveness of Internal Financial Controls isobtained through management reviews self-assessment continuous monitoring by functionalheads as well as testing of the internal financial control systems by the internalauditors during the course of their audits. We believe that these systems providereasonable assurance that our internal financial controls are designed effectively and areoperating as intended.

On a voluntary basis your Company's largest overseas subsidiaryMarico Bangladesh Limited (MBL) has also adopted this framework and progress is reviewedby MBL'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. In case of transactionswhich are unforeseen or in respect of which complete details are not available the AuditCommittee grants an omnibus approval to enter into such unforeseen transactions providedthe transaction value does not exceed R 1 Crore (per transaction in a financial year). TheAudit Committee reviews all transactions entered into pursuant to the omnibus approvals sogranted on a quarterly basis.

All transactions with related parties entered into during FY19 were atarm's length basis and in the ordinary course of business and in accordance with theprovisions of the Act and the Rules made thereunder the SEBI Regulations and theCompany's Policy on Related Party Transactions. There were no transactions which werematerial (considering the materiality thresholds prescribed under the Act and Regulation23 of the SEBI Regulations). 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 theCompany's website and can be accessed using the link https://marico.com/investorspdf/Policyon 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("formerly known as Corporate Governance Committee") which performs thefunctions as mandated under the provisions of Section 178 of the Act and SEBI Regulations.The composition of the Committee is detailed in the Corporate Governance Report.

In terms of the applicable provisions of the Act read with the Rulesframed thereunder and the SEBI Regulations your Board has in place a Policy forappointment removal and remuneration of Directors Key Managerial Personnel (KMP) andSenior Management Personnel (SMP) and also on Board Diversity Succession Planning andEvaluation of Directors ("NR Policy"). The remuneration paid to Directors KMPand SMP of the Company are as per the terms laid down in the NR Policy of the Company. TheManaging Director & CEO of your Company does not receive remuneration or commissionfrom any of the subsidiaries of your Company.

The salient features of this Policy are outlined in the CorporateGovernance Report and the Policy can be accessed using this link - https://marico.com/investorspdf/Policyon 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 2016had approved 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 theeligible employees of its subsidiaries whether in India or outside India. Marico ESOP2016 aims to promote desired behavior among employees for meeting the Company's longterm objectives and enable retention of employees for desired objectives and durationthrough a customized approach.

The Plan envisages to grant options not exceeding in aggregate 0.6%of the issued equity share capital of the Company as on August 5 2016 ("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 Nomination and Remuneration Committee is entrusted with theresponsibility of administering the Plan and the Scheme(s) notified thereunder.

As on March 31 2019 an aggregate of 3059590 Options wereoutstanding which constitute about 0.24% of the issued equity share capital of theCompany.

• Marico Employees Stock Appreciation Rights Plan 2011

The Company had adopted Marico Stock Appreciation Rights Plan 2011('STAR Plan') in the year 2011 for the welfare of its employees and those of itssubsidiaries. Under the Plan various schemes have been notified from time to time forconferring cash incentive benefit to the eligible employees through grant of stockappreciation rights (STARs). The Nomination and Remuneration Committee acts as theCompensation Committee for the purpose of the administration of the Plan. The Committeenotifies various Schemes for granting STARs to the eligible employees. Each STAR isrepresented by one equity share of the Company. The eligible employees are entitled toreceive in cash the excess of the maturity price over the grant price in respect of suchSTARs subject to fulfillment of certain conditions and applicability of Income Tax. TheSTAR Plan involves secondary market acquisition of the Equity Shares of your Company by anIndependent Trust set up by your Company for the implementation of the STAR Plan. YourCompany lends monies to the Trust for making secondary acquisition of Equity Sharessubject to statutory ceilings.

As at March 31 2019 an aggregate of 980940 STARs were outstandingwhich constitute about 0.076% of the current paid up equity share capital of the Company.

STATUTORY INFORMATION ON ESOS STAR AND TRUST

Disclosure on ESOS STAR and Trust in terms of Regulation 14 of theSEBI (Share Based Employee Benefits) Regulation 2014 and SEBI Circular dated June 162015 is made available on the website of the Company and can be accessed using the link: https://marico.com/india/investors/documentation .

Further the Company has complied with the applicable accountingstandards in this regard. Also during the year under review your Company has not givenloan to any of its employees for purchase of shares of the Company.

All schemes are in compliance with the SEBI (Share Based EmployeeBenefits) Regulations 2014 as applicable and the resolutions passed by the Members atthe General Meetings

approving such employee benefit Schemes/Plans. Further a certificateto thateffecthas been obtained from theStatutory Auditors of the Company i.e. M/s. B S R& Co. LLP.

DISCLOSURES

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Seven (7) meetings of the Board ofDirectors were held during thefinancial year under review. The details of the meetings of the Board and its Committeesheld during the year under review are stated in the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee comprises Independent Directors namely Mr. NikhilKhattau (Chairman) Mr. B. S. Nagesh Ms. Hema Ravichandar and Non-Executive(Non-Independent) Director Mr. Rajen Mariwala. Powers and role of the Audit Committee areincluded in the Corporate Governance Report. During the year under review all therecommendations made by the Audit Committee were accepted by the Board.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The ratio of remuneration of each Director to the median employee'sremuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2016 is 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 is available on thewebsite of the Company . In terms of Section 136(1) of the Act the Annual Report is beingsent to the Members excluding the aforesaid annexure. Any Member desirous of obtaining acopy of the said annexure may write to the Company Secretary at the Registered OfficeAddress.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI Regulations a separate report onCorporate Governance along with the certificate from the Statutory Auditors on itscompliance is annexed to this report as "Annexure C".

VIGIL MECHANISM

Your Company has a robust vigil mechanism in the form of Unified Codeof Conduct ("CoC") which enables the stakeholders to report concerns aboutunethical/inappropriate behaviour actual or suspected fraud or violation of the Code.Considering the changes in the internal as well as external environment the Board hasrevised and adopted the amended CoC on May 6 2019. The CoC can be accessed on its websiteusing the link http://marico.com/investorspdf/MaricoCoC.PDF .

This mechanism also provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provide for direct accessto the Chairman of the Audit Committee in exceptional cases. The guidelines are meant forall members of the Company from the day they join the organization and are designed toensure that they may raise any specific concern on integrity value adherence without fearof being punished for raising that concern. The guidelines also cover our associates whopartner us in our organizational objectives and customers for whom we exist.

Your Company has a policy for the prevention of sexual harassment whichis embedded in the CoC. As per the requirement of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 and Rules made thereunderyour Company has constituted an Internal Committee ("IC") to deal withcomplaints relating to sexual harassment at workplace. During the FY19 this Committee hasreceived and resolved one complaint on sexual harassment.

To encourage employees to report any concerns and to maintainanonymity the Company has provided a toll free helpline number and a website wherein thegrievances/ concerns can reach the Company. For administration and governance of the Codea Committee called Code of Conduct Committee ("CCC") is constituted.

All new employees go through a detailed personal orientation on CoC.Further all employees have to mandatorily complete the online learning cum certificationcourse on CoC. Your Company seeks an affirmation on compliance of CoC on an annual basisfrom all the employees and on a quarterly basis from 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 thematters reported to CCC and the status of resolution of such cases.

The Company affirms 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 is enclosed as "Annexure D"to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The composition of the CSR Committee is disclosed in the CorporateGovernance Report.

A brief outline of the CSR Philosophy salient features of the CSRPolicy of the Company and changes therein the CSR initiatives undertaken during thefinancial year 2018-19 together with progress thereon and the report on CSR activities asrequired by the Companies (Corporate Social Responsibility Policy) Rules 2014 are setout in "Annexure E" to this Report and the CSR policy can be accessed throughthe link https://marico.com/investorspdf/CSRPolicy (1).pdf .

SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions ofSecretarial Standard - 1 and Secretarial Standard - 2 issued by Institute of CompanySecretaries of India and notified bythe Ministry of Corporate Affairs of lndia.

DEPOSITS

There were no outstanding deposits within the meaning of Sections 73and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules 2014at the end of the financial year 2018-19 or the previous financial year. Your Company didnot accept any deposits during FY19.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the regulators orcourts or tribunals impacting the going concern status of your Company and its operationsin future.

ANNUAL RETURN

The details forming part of the extract of the Annual Return in FormMGT-9 in accordance 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 beplaced on the website of the Company and can be accessed using the link:htttps://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.
Place : Mumbai Harsh Mariwala Chairman
Date : May 6 2019 DIN: 00210342