To the Members,
Your Board of Directors ("Board") is pleased to present the Thirty Sixth Annual Report of Marico Limited ("Marico" or "Company" or "your Company") for the financial year ended March 31,2024 ("year under review" or "year" or "FY24").
In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1, 2023 to March 31, 2024, in respect of Marico and "Marico Consolidated" comprising Marico and its subsidiaries. The consolidated entity has been referred to as "Marico Group" or "Group" in this report.
FINANCIAL RESULTS - OVERVIEW
In FY24, the Company posted a consolidated turnover of H 9,653 Crores (USD 1.2 billion), down 1% from the previous year. The underlying domestic volume growth for the year was 2% and constant currency growth in the international business was 9%. The business delivered operating profit of H 2,026 Crores, up 12% over the last year. The operating margin stood at 21.0%, up ~245 bps from the previous year. Recurring net profit after tax was at H 1,470 Crores, a growth of 15% over the last year on a like-to-like basis.
The domestic business achieved a turnover of H 7,132 Crores, 3% lower than the last year, impacted by pricing corrections in key portfolios. Volume growth was at 2%, mainly attributable to slower than anticipated uptick in consumption, especially in rural, and persistent sluggishness in General Trade. The operating margin of the India business was at 22.4% in FY24 vs 19.8% in the previous year. The improved profitability was a result of moderation in the prices of key commodities such as copra and vegetable oils as well as a favourable portfolio mix.
The International business posted a turnover of H 2,521 Crores, a growth of 4% over the last year. The business reported constant currency growth of 9%, thereby exhibiting resounding resilience amidst currency depreciation and macro-economic headwinds in certain markets. The operating margin of the International business was at 26.8% in FY24 vs. 23.7% in the previous year. The improved profitability was a result of benign input costs and scale benefits arising from the accelerated scale up in MENA and South African businesses.
Further details on Marico's business, outlook, financial and operational performance, etc. are provided as part of the Management Discussion and Analysis Report.
There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of FY24 and the date of this report.
Further, there has been no change in the nature of business of the Company.
RESERVES
There is no amount proposed to be transferred to the Reserves.
DIVIDEND
Your Company's wealth distribution philosophy aims at sharing its prosperity with its shareholders, through a formal earmarking/disbursement of profits to its shareholders while retaining sufficient profits in the business for various purposes. In accordance with Regulation 43A of the SEBI Listing Regulations, the Company has adopted the Dividend Distribution Policy, which details various parameters subject to consideration of which the Board may recommend or declare Dividend, including working capital and capital expenditure requirements, funds required for acquisitions, reducing debt, contingencies, etc. The Dividend Distribution Policy is available on the Company's website at https://marico.com/investorspdf/ Dividend Distribution Policy.pdf.
Based on the principles enunciated in the above Policy, your Company paid the following dividend to equity shareholders during FY24:
Thus, the dividend pay-out ratio was 83% of the recurring consolidated net profit after tax as compared to 45% in the previous year. Your Company is in compliance with the Dividend Distribution Policy as approved by the Board.
CHANGES IN SHARE CAPITAL
During FY24, the paid-up equity share capital of the Company increased from H 129.31 Crores to H 129.41 Crores, consequent to allotment of 10,17,450 equity shares of H 1 each upon exercise of stock options under the Marico Employee Stock Option Plan, 2016.
SUBSIDIARIES
A list of bodies corporate which are subsidiaries of your Company is provided as part of the notes to the Consolidated Financial Statements. The following developments took place with regard to subsidiaries of Marico during FY24:
• Marico Bangladesh Limited continues to be the material subsidiary of the Company, in terms of provisions of Regulation 16(1)(c) of the SEBI Listing Regulations.
• Your Company acquired 32.75% equity stake in Satiya Nutraceuticals Private Limited ("Plix"/"Satiya Nutraceuticals") on a fully diluted basis and requisite majority control over its Board composition/total voting rights on July 26, 2023, and consequently, Plix became a subsidiary of the Company. Juizo Advisory Private Limited, a wholly owned subsidiary of Plix also became a step-down subsidiary of the Company on account of the aforesaid transaction. Subsequently, the Company acquired additional equity stake of 18.49% in Satiya Nutraceuticals, thereby increasing the total equity stake to 51.24% on a fully diluted basis as at March 31,2024.
• On January 2, 2024, the Company received a certified copy of the order passed by the Hon'ble High Court of Bombay approving the dissolution of Halite Personal Care India Private Limited ("Halite"), a wholly owned subsidiary of the Company. In terms of the said order read with Section 497(6) of the Companies Act, 1956, the dissolution is effective from November 2, 2023, the date of submission of Official Liquidator's report to the Hon'ble High Court. Halite initiated voluntary liquidation in the year 2013 and had since remained dormant.
In accordance with Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies/joint ventures, if any, in prescribed Form AOC - 1 forms part of this Report. The statement also provides details of performance and financial position of each of the subsidiaries.
The audited financial statements together with related information and other reports of each of the subsidiary companies are available on the Company's website at https://marico.com/ india/investors/documentation/annualreports and the same are also available for inspection by the Members. Any Member desirous of inspecting the said financial statements or obtaining copies of the same may write to the Company Secretary & Compliance Officer at investor@marico.com.
In line with the requirements of the Act and SEBI Listing Regulations, your Company has approved a policy for determining material subsidiaries and the same is available on the Company's website at https://marico.com/investorspdf/Policy for Determination of Material Subsidiary.pdf.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of the loans, guarantees and investments, as required under Section 186 of the Act and Schedule V of the SEBI Listing Regulations, are provided as part of the notes to the financial statements of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed Management Discussion and Analysis forms an integral part of this Report and gives an update, inter-alia, on the following matters:
• Economic Scenario
• Industry structure and developments
• Segment-wise overview of business performance
• Financial Overview
• Shareholder Value
• Outlook
• Human Resources
• Information Technology & Digital
• Risk Management
• Internal control systems and their adequacy & Internal Financial Controls (IFC)
• Enterprise Risk Management Framework
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company actively seeks to adopt global best practices for an effective functioning of the Board and believes in having a truly diverse Board whose wisdom and strength can be leveraged for creating greater stakeholder value, protection of their interests and better corporate governance. Marico's Board comprises eminent persons with proven competence and integrity, who bring in vast experience and expertise, strategic guidance and leadership qualities.
As on March 31, 2024, the Board comprised one Executive Director, eight Non-Executive Independent Directors (including three Women Independent Directors) and three Non-Executive Non-Independent Directors.
The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the SEBI Listing Regulations, and that they are independent of the Management of the Company.
The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
In the opinion of the Board, all Independent Directors (including those appointed during the year) possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. In terms of the requirements under the SEBI Listing Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.
As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors (including those appointed during the year) have registered themselves with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.
The Board met five times during FY24 on May 5, 2023, July 28, 2023, October 30, 2023, January 29, 2024 and February 27, 2024. Necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Appointment/Re-appointment of Directors
The Board at its meeting held on May 5, 2023, based on the recommendation of NRC, approved the below matters which were approved by Members at its 35th Annual General Meeting (AGM) held on August 11, 2023:
1. Re-appointment of Mr. Saugata Gupta (DIN: 05251806) as the Managing Director & CEO ("MD & CEO") of the Company for a term of 2 (two) years with effect from April 1 , 2024 to March 31 , 2026, not liable to retire by rotation, and terms thereof including remuneration.
2. Appointment of Mr. Rajan Bharti Mittal (DIN: 00028016) as an Independent Director for a term of 5 (five) consecutive years with effect from July 1, 2023 to June 30, 2028, not liable to retire by rotation.
In terms of the Company's Policy on Nomination, Remuneration and Evaluation ("NRE Policy"), the Board at its meeting held on February 27, 2024, based on the recommendation of NRC and considering Mr. Nikhil Khattau's experience, expertise, skills and contributions as part of his long-standing association with the Company, approved and recommended to the Members the appointment of Mr. Nikhil Khattau (DIN: 0001 7880) as a Non-Independent Non-Executive Director w.e.f. April 1, 2024 (post completion of his tenure as Independent
Director w.e.f. end of day on March 31,2024). Subsequently, the Members approved the aforesaid appointment vide resolution dated April 7, 2024 passed through postal ballot. Details of voting results of postal ballot have been provided as part of the Corporate Governance Report. Mr. Nikhil Khattau ceased to be the Lead Independent Director w.e.f. end of day on March 31, 2024. Further, Mr. Nikhil Khattau ceased to be the Chairman/Member of the Audit Committee, Risk Management Committee and Stakeholders' Relationship Committee as well as the Member of the Nomination and Remuneration Committee, upon completion of his tenure as an Independent Director.
Ms. Hema Ravichandar (DIN: 00032929) completed her second consecutive term as an Independent Director on March 31 , 2024 and consequently ceased to be a Director of the Company with effect from end of day on March 31, 2024. Further, Ms. Hema Ravichandar ceased to be the Chairperson/Member of the Nomination and Remuneration Committee and Member of the Audit Committee, upon completion of her tenure as an Independent Director.
The Board of Directors and Management place on record their deep appreciation for the contributions made by Ms. Hema Ravichandar during her association with the Company over the years.
In accordance with the provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Rajendra Mariwala (DIN: 00007246), Non-Executive Director, retires by rotation at the 36th AGM and being eligible, has offered himself for re-appointment. Based on the recommendation of NRC, the Board has recommended for the approval of the Members, re-appointment of Mr. Rajendra Mariwala as a Non-Executive Director at the 36th AGM. A brief profile of Mr. Rajendra Mariwala and other requisite information are provided as part of the Notice of 36th AGM.
II. Key Managerial Personnel
Other than the re-appointment of Mr. Saugata Gupta as MD & CEO as aforesaid, there were no changes in the Key Managerial Personnel of your Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:
a. in the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit of your Company for the said period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a 'going concern' basis;
e. proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.
PERFORMANCE EVALUATION
Your Company believes that the process of performance evaluation at the Board level is pivotal to its Board Engagement and Effectiveness. The Policy and criteria for Board Evaluation is duly approved by NRC. Performance evaluation is facilitated by the Chairman of the Board who is supported by the Chairperson of NRC. This process at Marico is conducted through structured questionnaires which cover various aspects of the Board's
functioning such as adequacy of the composition of the Board and its Committees, Member's strengths and contribution, execution and performance of specific duties, obligations and governance.
Evaluation of Committees of the Board was based on criteria such as adequacy of Committee composition, adherence to charter and laying down the full year agenda, role of Chairperson including allocation of time and eliciting contributions from all Committee members, effectiveness of Committee's performance and quality of support/recommendation to the Board, etc.
Evaluation of Directors was based on criteria such as preparedness and participation in discussions, quality of inputs, managing Board relationships, understanding of corporate governance framework, financial reporting, industry and market conditions, exercising independent judgment, etc.
Evaluation of the Board was based on criteria such as information architecture, Board dynamics and composition, focus on substantive issues, capacity building and future readying the organisation, governance mechanisms, etc.
In addition to the questionnaires, detailed one-on-one in-sighting is carried out annually by the Chairperson of the NRC with individual Board members. Feedback is also taken from senior management personnel on relevant aspects of Board functioning and shared with the Chairperson of the NRC. A quantitative analysis and Board Effectiveness presentation with in-sighting feedback and trends is shared by the Chairperson of the NRC to all Board Members. Thereafter, the following process is followed to assimilate and process the feedback:
• A meeting of the Independent Directors is held wherein performance of Non-Independent Directors including the MD & CEO, Chairman of the Board and of the Board as a whole is evaluated.
• The entire Board discusses the findings of evaluation with the Independent Directors and also evaluates the performance of the Individual Directors including the MD & CEO, the Board as a whole and all Committees of the Board.
• As an outcome of the above process, individual feedback is shared with each Director subsequently during the year.
With respect to the focus areas identified by the Board last year, the following progress was made in the year under review:
Focus Areas for the Committees:
Audit Committee: further strengthening the GRCC (governance, risk management, controls and compliance) policies, processes and systems in the Company with special focus on automation and analytics, cyber security and standardisation of practices across all units within Marico.
Nomination and Remuneration Committee:
- helping strengthen the culture within the organisation that is positive, enabling and inclusive with diverse talent across gender, ability and thought.
- further strengthening the top talent pipeline and succession planning for MD & CEO and the Senior Management Personnel.
Corporate Social Responsibility Committee: bringing focus on effectively measuring impact created through CSR spends by Marico.
As part of its terms of reference and focused discussions on agenda matters, the Committees continued to drive their respective priorities to augment governance and internal controls.
For the year under review, the performance evaluation exercise conducted has resulted in identification of following focus areas, for the Company to work upon in the coming years:
1. Marico 3.0: building a future-ready organisation- sustained focus of the Board and management on driving the future strategy of Marico, transformational agenda, portfolio mix and innovation, sustainable and profitable growth of digital business, bringing more 'outside-in' perspective and building critical capabilities to make the organisation future-ready. Continued emphasis at the Board level on strategic risk management, strengthening processes and systems coupled with robust monitoring, to mitigate key risks including volatility in international markets, exposure to currency fluctuations in certain geographies, etc.
2. Board effectiveness- continued strengthening of Board dynamics and assimilation of new Board members, with the objective of fostering a cohesive and high-performing
Board. Ongoing engagement with Board members on strategic priorities, businesses and brands, policies and processes, as well as relevant industry developments.
3. Mentoring MD & CEO and Management- The Board will continue to mentor the MD & CEO and the senior management team on leadership development, succession planning, talent management, capability building to future ready the organisation across various dimensions and enabling cultural integration with acquired D2C businesses.
4. Sustainability & ESG- relentless focus on sustainable value creation and long-term win-win for all stakeholders. Under Marico ESG 2.0 framework, driving impactful interventions in the areas of net-zero emissions, responsible sourcing, water stewardship, inclusivity and diversity, etc., ethical business conduct, continued implementation of a robust sustainability governance structure and best-in-class practices under the able guidance of the Board.
5. For the Board Committees, the following focus areas will continue for the coming year:
a. Audit Committee: Maintaining continued rigour in implementation of the GRCC policies, processes and systems in the Company with focus on regulatory changes, comprehensive internal audits, automation and analytics, cyber security and assimilation of best practices and learnings across all units within Marico.
b. Nomination and Remuneration Committee:
i. Continued reinforcement of Marico 3.0 cultures and values, fostering a positive, enabling and inclusive culture with diverse talent across gender, ability and thought. Focus on alignment of compensation structures with longterm performance.
ii. Strengthening the top talent pipeline and succession planning for the MD & CEO and Senior Management Personnel.
c. Corporate Social Responsibility Committee: Prioritise and focus on identified CSR programs to enhance the impact, long-term sustainability and reach of such programs. Continued focus on effectively measuring impact created through CSR spends by Marico.
d. Risk Management Committee: Evaluating refresh of key risks based on strategic business plans and priorities. Continued monitoring of risk management systems and maintaining a robust system for tracking efforts and outcome metrics for risk mitigation.
The Board is also committed to review the progress on these priorities during the annual Board Retreats held every year.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
At Marico, sustainability is regarded as a business enabler that influences key strategic decisions. Having ingrained sustainability into its culture, your Company has spurred towards a carbon neutral future. This transformation is driven by robust sustainability governance structure, ethical business conduct, ESG risk mitigation strategies, ambitious targets towards transitioning to low-carbon sources, lowering GHG emission intensity, achieving water stewardship, incorporating responsible sourcing principles, and mapping product sustainability footprint. Considering the Company's deep focus on Sustainability, ESG is considered a Board-level mandate from a governance standpoint and discussed periodically as part of Board meetings.
As part of its commitment to drive sustainable value creation and stakeholder capitalism, your Company has continued to drive impactful initiatives and actions under its Sustainability 2.0 Framework launched in FY22. Covering over 50 KPIs across the environmental, social and governance pillars - the framework defines Marico's long-term sustainability goals that it aims to achieve by 2030. Marico's Sustainability 2.0 roadmap reaffirms its commitment to becoming a future-ready organization that creates value for all stakeholders, from its employees and business partners to the communities in which it operates. The program aims to reduce its environmental impact, balance profitability with social license to operate, and implement a more transparent, efficient, and effective corporate governance framework. A detailed write-up on Marico's stakeholder engagement process, covering inter alia the constituents of stakeholder ecosystem, engagement objectives and mode of engagement, has been provided as part of the Chapter titled "Stakeholder Engagement" of this Integrated Annual Report.
As part of the deployment, Marico has adopted an extensive 8-point commitment to effect change around key focus areas ranging from Net Zero emissions in domestic operations by 2030, Circular Economy, Responsible Sourcing, Inclusivity and Diversity, Human Rights and Ethics, etc.
Your Company realizes the power of being transparent and accountable as an organization, which in turn, helps in maintaining the trust that stakeholders' have placed in us. Marico considers disclosure practices as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. Marico has published its sixth Integrated Annual Report underlining the new set of targets and business goals that pave the way for short, medium and long-term value creation of the Company. Keeping up with changes in regulatory requirements and evolving disclosure patterns, your Company is presenting its second Business Responsibility and Sustainability Report ("BRSR"), alongwith the reasonable assurance report on the BRSR Core from an independent agency. The BRSR covers the Company's performance against the nine principles of the 'National Guidelines on Responsible Business Conduct' and is in adherence to the SEBI Listing Regulations.
The financial sections of BRSR are presented in line with the requirements of the Act read with the rules made thereunder, the Indian Accounting Standards, the SEBI Listing Regulations and the requisite Secretarial Standards issued by the Institute of Company Secretaries of India. The non-financial section (Sustainability and Corporate Social Responsibility) is presented in conformance to the Global Reporting Initiative (GRI) Standard's Core Performance Indicators, the UN Sustainable Development Goals (SDGs) and other sector relevant international sustainability disclosure guidelines.
AUDIT COMMITTEE & AUDITORS
AUDIT COMMITTEE
Your Company has constituted an Audit Committee which performs the roles and functions as mandated under the Act, the SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the Audit Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the Audit Committee consists of three Independent Directors, Mr. Milind Barve, Ms. Apurva Purohit and Mr. Ananth Sankaranarayanan. Mr. Milind Barve is the Chairman of the Audit Committee.
During the year under review, the Board has accepted the recommendations of the Audit Committee on various matters. There have been no instances where such recommendations have not been accepted.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act, the Members at the 34th AGM held on August 5, 2022 approved the re-appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm registration No. 101248W/W-100022), as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years, from the conclusion of 34th AGM upto the conclusion of 39th AGM to be held in the year 2027. Accordingly, the Statutory Auditors will hold office until the conclusion of 39th AGM of the Company.
The Auditor's Report on the financial statements of the Company for the financial year ended March 31, 2024 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any fraud under Section 1 43(1 2) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. The Audit Committee periodically reviews the independence of Auditors through quarterly affirmations, review of non-audit services, internal checks and balances to mitigate conflict of interest, etc.
COST AUDITORS
In terms of Section 1 48 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. Your Company has made and maintained the cost accounts and records, as required. Accordingly, the Board at its meeting held on May 6, 2024, based on the recommendation of the Audit Committee, appointed M/s. Ashwin Solanki & Associates, Cost Accountants (Firm registration no.: 100392), as the Cost Auditors of the Company to conduct audit of the cost records for the financial year ending March 31, 2025.
A remuneration of H 10,50,000/- (Rupees Ten Lakhs and Fifty Thousand only) plus applicable taxes and out of pocket expenses, has been fixed for the Cost Auditors, subject to the ratification of such fees by the Members at the 36th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31 , 2025 forms part of the Notice of the 36th AGM. The Company has received requisite consent and certificate of eligibility from M/s. Ashwin Solanki & Associates.
During the year under review, the Cost Auditor has not reported any fraud under Section 1 43(1 2) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
SECRETARIAL AUDITOR
Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, the Board at its meeting held on May 6, 2024, based on the recommendation of the Audit Committee, approved the appointment of Dr. K. R. Chandratre, Practicing Company Secretary (Certificate of Practice No. 5144), as the Secretarial Auditor of the Company to conduct audit of the secretarial records for the financial year ending March 31,2025. The Company has received consent from Dr. K. R. Chandratre to act as such.
The Secretarial Audit Report in form MR-3 for FY24 is enclosed as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
RISK MANAGEMENT
Your Company believes that Risk Management is an integral and important aspect of Corporate Governance and a robust Risk Management Framework ensures adequate controls and monitoring mechanisms for smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value.
The key cornerstones of your Company's Risk Management Framework are:
• A well-defined risk management policy;
• Periodic assessment and prioritization of risks that affect the business of your Company;
• Development and deployment of risk mitigation plans to reduce vulnerability to prioritized risks;
• Focus on both the results and efforts required to mitigate the risks;
• Defined review and monitoring mechanism wherein the functional teams, top management, Risk Management Committee, Audit Committee and the Board review the progress of the mitigation plans;
• Comprehensive Enterprise Risk Management Framework;
• Integration of Risk Management with strategic business plan, annual operating plans, performance management system and significant business decisions;
• Constant scanning of external environment for new and emerging risks;
• Wherever applicable and feasible, defining the risk appetite and implementing adequate internal controls to ensure that the limits are adhered to.
Your Company has also put in place a robust Crisis Management Framework monitored by internal crisis management committee which is responsible for laying out crisis response mechanism, communication protocols, and periodic training and competency building around crisis management.
Your Company has in place a Risk Management Committee ("RMC") chaired by an Independent Director, which assists the Board in monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems and such other functions as mandated under the SEBI Listing Regulations and as the Board may deem fit from time to time. The composition, detailed terms of reference of the RMC and attendance at its meetings are provided as part of the Corporate Governance Report.
In terms of the applicable provisions of the SEBI Listing Regulations, your Board has adopted a Risk Management Policy, which is available on the Company's website at https://marico. com/investorspdf/Risk Management Policy.pdf.
Further details of the Risk Management Framework of the Company are provided as part of the Integrated Annual Report.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
Internal Financial Controls are an integral part of the risk management process which in turn forms part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. Your Company has deployed the principles enunciated below to ensure adequacy of Internal Financial Controls with reference to:
• Effectiveness and efficiency of operations
• Reliability of financial reporting
• Compliance with applicable laws and regulations
• Prevention and detection of frauds
• Safeguarding of assets
Your Company has defined policies and standard operating procedures for all key business processes to guide business operations in an ethical and compliant manner. Compliance to these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company has robust ERP and other supplementary IT systems which are an integral part of internal control framework. The Company continues to constantly leverage technology in enhancing the internal controls. The Company also uses data analytics to identify trends and exceptions to pro-actively monitor any control deviations for corrective action.
Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Company believes that these systems provide reasonable assurance that its internal financial controls are designed effectively and are operating as intended.
On a voluntary basis, your Company's material subsidiary, Marico Bangladesh Limited ("MBL") has also adopted this framework and its progress is reviewed by MBL's Audit Committee and its Board of Directors, which exhibits Marico's commitment to good governance at a group level.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations as amended from time to time, the Company has adopted a Policy on Related Party Transactions and the same is available on its website at https://marico.com/investorspdf/ Policy on Related Party Transactions.pdf. The Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.
All transactions with related parties and subsequent material modifications are placed before the Audit Committee for its review and approval. Before the commencement of each financial year, an omnibus approval from Audit Committee is obtained for related party transactions for such year which are repetitive in nature, based on the approved criteria. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of H 1 Crore per transaction in a financial year. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted (including long-term or recurring RPTs), on a quarterly basis.
All transactions with related parties entered into during FY24 were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions.
During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the SEBI Listing Regulations requiring approval of the Members during the year under review. Attention of the Members is drawn to note no. 30 of the standalone financial statements setting out the disclosures on related party transactions for FY24.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.
NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION
Your Company has in place an NRC which performs the functions as mandated under the Act, the SEBI Listing Regulations and such other functions as prescribed by the Board from time to time. The composition of NRC, attendance at its meetings and other details have been provided as part of the Corporate Governance Report.
In terms of the applicable provisions of the Act read with the rules framed thereunder and the SEBI Listing Regulations, your Board has approved the Policy for appointment, removal and remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP") and also on Board Diversity, Succession Planning and Evaluation of Directors ("NRE Policy"). At its meeting held on May 5, 2023, the Board approved the revised NRE Policy incorporating certain amendments under the SEBI Listing Regulations. The remuneration paid to Directors, KMP and SMP of the Company are as per the terms laid down in the NRE Policy. The MD & CEO of your Company does not receive remuneration or commission from any of the subsidiaries of your Company.
The salient features of this Policy are outlined in the Corporate Governance Report and the NRE Policy is available on the Company's website at https://marico.com/investorspdf/Policy on Nomination, Remuneration and Evaluation.pdf.
MARICO EMPLOYEE BENEFIT PLAN
Marico Employee Stock Option Plan, 2016
At the 28th AGM held on August 5, 2016, the Members approved institution of the Marico Employee Stock Option Plan, 2016 ("Marico ESOP 2016 Plan" or "Plan") as a long-term incentive plan for grant of employee stock options ("Options") to eligible employees of the Company including the MD & CEO and that of its subsidiaries, whether in India or outside India ("Eligible Employee"), which was further amended by the shareholders vide resolutions dated May 14, 2022 passed through Postal Ballot. Stock options have long been proven to be an effective tool for organizations to incentivize employees to accelerate profitable growth and wealth creation while also working as a performance reward and retention tool. Marico ESOP 2016 Plan aims to align individual goals and performance of employees to annual and long-term business objectives of the Company, reward employees for creating long-term value for shareholders by achieving the business objectives and accelerating Company performance and attract and retain high potential and critical employees in a competitive talent environment.
The NRC is entrusted with the responsibility of administering the Plan and the scheme(s) notified or to be notified thereunder, from time to time.
The Board at its meeting held on May 6, 2024 approved amendments to the Marico ESOP 2016 Plan, subject to approval of Members at the 36th AGM, authorizing NRC to extend the Exercise Period within which the vested options are required to be exercised in the event of separation of employee(s) due to various reasons such as death, permanent disability, retirement, resignation or other separations, subject to the overall period being within 5 years from the date of vesting, as currently stipulated as maximum Exercise Period in the Plan. Further details of the proposed amendment and other requisite information are provided as part of the Notice of 36th AGM. The Board recommends the aforesaid amendments to the Marico ESOP 2016 Plan for approval of the Members of the Company.
As on March 31, 2024, an aggregate of 74,80,423 Options were outstanding which constitute about 0.58% of the paid-up equity share capital of the Company as on that date.
Marico Employees Stock Appreciation Rights Plan, 2011
The Company adopted Marico Stock Appreciation Rights Plan, 2011 ("STAR Plan") in the year 2011, for the welfare of its employees and those of its subsidiaries ("Eligible Employees").
Under the STAR Plan, various schemes are notified for conferring cash incentive benefit to the Eligible Employees through grant of stock appreciation rights ("STARs").
The NRC administers the STAR Plan and the scheme(s) notified thereunder, from time to time. The NRC notifies various schemes for granting STARs to the eligible employees. Each STAR is represented by one equity share of the Company. The eligible employees are entitled to receive in cash the excess of the maturity price over the grant price in respect of such STARs subject to fulfilment of certain conditions and applicability of Income Tax. The STAR Plan involves secondary market acquisition of the equity shares by an Independent Trust set up by your Company for the implementation of the STAR Plan. Your Company lends monies to such Trust for making secondary acquisition of equity shares, subject to the statutory ceilings and provisions of applicable law.
As on March 31, 2024, an aggregate of 13,87,084 STARs were outstanding which constitute about 0.11% of the paid-up equity share capital of the Company as on that date.
STATUTORY INFORMATION ON MARICO EMPLOYEE BENEFIT SCHEME/PLAN AND TRUST
The disclosure in terms of Regulation 14 of the SBEB Regulations is made available on the Company's website at https://marico. com/india/investors/documentation/annualreports. Further, the Company has complied with the applicable accounting standards in this regard. During the year under review, the Company has not given loan to any of its employees for purchase of shares of the Company.
It is hereby affirmed that the Marico ESOP 2016 Plan and STAR Plan instituted by the Company are in compliance with the SBEB Regulations, as amended from time to time, and the resolutions passed by the Members approving the same.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The ratio of remuneration of each Director to the median employees' remuneration as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is disclosed in "Annexure B" to this report.
The statement containing names of the top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid statement. The statement is open for inspection upon request by the Members and any Member desirous of obtaining the same may write to the Company Secretary at investor@marico.com.
CORPORATE GOVERNANCE
Your Company believes that effective leadership, robust policies, processes and systems and a rich legacy of values form the hallmark of our best corporate governance framework. The Board, in conjunction with the management, sets values of your Company and drives the Company's business with these principles. These ethics and values are reflected in Marico's culture, business practices, disclosure policies and relationship with its stakeholders. These ethics and values are practiced by Marico and its subsidiaries globally, which is at par with best international standards and good corporate conduct.
Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate report on Corporate Governance is annexed to this report as "Annexure C". Further, a certificate from Dr. K. R. Chandratre, Practicing Company Secretary, on compliance with corporate governance norms under the SEBI Listing Regulations forms part of the Corporate Governance Report.
VIGIL MECHANISM
Your Company has a robust vigil mechanism in the form of Code of Conduct ("CoC") which enables its stakeholders to report concerns about unethical or inappropriate behavior, actual or suspected fraud, leak of unpublished price sensitive information, unfair or unethical actions, or any other violation of the CoC. There are separate guidelines called Marico's Code of Business Ethics that are applicable to our associates who partner us in our organizational objectives. It is also made a part of agreements executed by your Company with its vendors. Your Company discourages bribery and corruption in any form and has adopted an Anti-Bribery and Anti-Corruption Policy, which is available on the website at https://marico.com/aboutus coc pdf/Anti- Bribery-Anti-Corruption-Policy.pdf. The objective of CoC is to ensure that your Company conducts its business in the most principled and ethical manner, the highest level of governance and a discrimination and harassment-free workplace for all its employees.
In compliance with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has adopted a policy ("Anti-Sexual Harassment Policy") for the prevention of sexual harassment and constituted Internal Committees to deal with complaints relating to sexual harassment at workplace. Details of complaint on sexual harassment are as under:
The Company conducts Global PoSH survey where members can anonymously confirm if they have experienced/witnessed instances of sexual harassment while working with Marico in the past one year. Further, the survey results are shared by members of Executive Committee in their respective constituency to strengthen the awareness and sensitize the employees on the requirements under law.
All cases involving violation/potential violation of code are referred to the CoC Committee. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors, employees and third parties who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The CoC guidelines are designed to ensure that Directors, employees and third parties may report genuine concerns on CoC adherence or violations thereof without fear of retaliation (including through anonymous reporting). To encourage such members to report any concerns, the Company has engaged an independent agency for managing the whistleblowing system.
At its meeting held on January 29, 2024, the Board approved certain amendments to the CoC incorporating administrative changes and procedures across various jurisdictions where the Company operates.
Any violation may also be reported anonymously. To this end, your Company has provided the below options for reporting:
1. Globally accessible toll-free telephone numbers in multiple countries and web-helpline in multiple languages which are available 24*7, through which grievances/concerns can be reported to the Company anonymously.
2. CoC Website- marico.ethicspoint.com (with an option to report anonymously).
3. CoC Mobile Helpline - maricomobile.ethicspoint.com (with an option to report anonymously).
For administration and governance of the Code, a committee called Code of Conduct Committee is constituted. All cases reported under the whistleblower policy are reported to the CoC Committee and are subject to review by the Audit Committee. In addition to the independent Ethics helpline system, your Company has also provided in its CoC, direct access to the members of the CoC Committee, Internal Committee, respective Business HR/CXO and a complaint drop box facility to report concerns or violations of the CoC (with an option to file a complaint anonymously).
All new employees go through a detailed personal orientation on CoC and anti-sexual harassment policy, along with an e-learning module which can be completed and referred to throughout the year. Your Company seeks affirmation on compliance of CoC on a quarterly basis from the Directors and the employees at senior level. Additionally, separate trainings (classroom/online) on CoC principles on Anti-Sexual Harassment Policy and Marico Insider Trading Rules, 2015 are conducted to educate the employees on the said policy/rules. The education and sensitization are further strengthened through periodic email communications and focused group discussions with employees to ensure the CoC is followed in spirit and failures are minimized. In addition to above, the Company ensures notifying the members in Townhall about the cases CoC Committee dealt with in the previous year in the form of case studies by concealing the identity of the members involved. The Company also ensures capability building of and mandatory certifications by its business partners on Marico's Code of Conduct and Marico's Code of Business Ethics. Further details on vigil mechanism are available on the website of the Company at https://marico.com/india/about-us/code-of-conduct.
The Board and Audit Committee are informed periodically on the matters reported under CoC and the status of resolution of such cases.
The Company affirms that no personnel has been denied access to the Audit Committee.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is enclosed as "Annexure D" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Marico's stated purpose is to "Make a Difference" and your Company's CSR philosophy is anchored on this core purpose of making a difference to the lives of all its stakeholders to help them achieve their full potential. Your Company believes that economic value and social value are inter-linked, and it has a commitment towards the inter-dependent ecosystem consisting of various stakeholders.
Based on recommendation of the CSR Committee, the Board at its meeting held on May 6, 2024 amended the CSR Policy to align certain key thrust areas as per the Company's CSR philosophy and other administrative practices. The amended policy is available on the website at https://marico.com/investorspdf/ Corporate Social Responsibility Policy.pdf.
The Company has in place a CSR Committee, which functions in accordance with the applicable provisions of the Act and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the CSR Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the CSR Committee consists of five Directors, Mr. Ananth Sankaranarayanan, Mr. Harsh Mariwala,
Mr. Saugata Gupta, Mr. Milind Barve and Ms. Nayantara Bali. Mr. Ananth Sankaranarayanan is the Chairman of the CSR Committee.
During FY24, your Company spent H 23.79 Crores towards its CSR activities. A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2023-24 together with progress thereon and the report on CSR activities in the prescribed format including details on impact assessment, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in "Annexure E" to this Report.
Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for FY24 have been utilized for the purpose and in the manner approved by the Board of Directors of the Company.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.
DEPOSITS
There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 201 4, as amended, at the end of FY24 or the previous financial year. Your Company did not accept any deposits during FY24.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.
ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Act, the draft annual return for FY24 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company at https:// marico.com/india/investors/documentation/annualreports.
COST RECORDS
The maintenance of cost records as specified under Section 148 of the Act, is applicable to the Company and accordingly all the cost records are made and maintained by the Company and audited by the cost auditors.
OTHER DISCLOSURES
a. There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.
b. Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
c. Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report.
ACKNOWLEDGEMENT
Your Board takes this opportunity to thank the employees for their dedicated service and firm commitment to the goals and vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the Members, distributors, third party manufacturers, bankers and all other business associates and from the neighbourhood communities of various Marico locations. We look forward to continued support of all these partners in the future.