The Board of Directors (Board) is pleased to present the Twenty
 Third Annual Report of your Company, Marico Limited, for the year ended
 March 31, 2011 (the year under review, the year or FY11).
 
 In line with the requirements of the Listing Agreement with the Bombay
 Stock Exchange and National Stock Exchange, your Company has been
 reporting consolidated results – taking into account the results of its
 subsidiaries. This Discussion therefore covers the financial results
 and other developments during April 2010 – March 2011 in respect of
 Marico Consolidated comprising– Domestic Consumer Products Business
 under Marico Limited (Marico) in India, International Consumer Products
 Business comprising exports from Marico and operations of its overseas
 subsidiaries and the Solutions Business of Kaya in India and overseas.
 The consolidated entity has been referred to as Marico or Group or
 Your Group in this discussion.
 
 FINANCIAL RESULTS - AN OVERVIEW
 
                                                  Rs. Crore 
 
                                              Year ended March 31,
 
                                              2011           2010
 
 Consolidated Summary Financials 
 
 for the Group
 
 Sales and Services                          3128.3        2660.8
 
 Profit before Tax                            376.4         297.9
 
 Profit after Tax                             286.4         231.7
 
 Marico Limited - financials
 
 Sales and Services                          2346.9        2024.3
 
 Profit before Tax                            374.6         292.6
 
 Less: Provision for Ta x for the 
 
 current year                                  59.2          57.5
 
 Profit after Tax for the current year        315.3         235.0
 
 Add : Surplus brought forward               382.61         233.1
 
 Profit available for Appropriation           697.9         468.1
 
 Appropriations :
 
 Distribution to shareholders                  40.5          40.2
 
 Tax on dividend                                6.7           6.8
 
                                               47.2          47.0
 
 Transfer to General Reserve                   31.5          23.5
 
 Debenture Redemption Reserve                  16.7          15.0
 
 Surplus carried forward                      602.5         382.6
 
 Total                                        697.9         468.1
 
 
 
 DISTRIBUTION TO EQUITY SHAREHOLDERS
 
 Your companys Distribution policy has aimed at sharing your Companys
 prosperity with its shareholders, through a formal earmarking /
 disbursement of profits to shareholders.
 
 Marico has identified acquisitions as one of its avenues to pursue
 growth. Since April 2005, the Group has consummated 11 acquisitions
 including two each in India, Bangladesh, Egypt and South Africa and one
 each in Malaysia, Singapore and Vietnam. As part of its growth agenda,
 Marico would continue to explore new acquisition opportunities. These
 would call for additional funding.
 
 As indicated last year, your Company intends to be more conservative in
 the quantum of dividend payout in the near future.
 
 Your Companys distribution to equity shareholders during FY 11
 comprised the following:
 
 First interim dividend of 30% on the equity base of Rs 61.41 Crore
 
 Second interim dividend of 36% on the equity base of Rs. 61.45 Crore
 
 The total equity dividend for FY11 at 66.0% is thus at par with the
 dividend paid during FY10. The total dividend (including dividend tax)
 was Rs. 47.2 crore (about 16.5 % of the group PAT).
 
 DIRECTORS REPORT
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 An Annexure to this Report contains a detailed Management Discussion
 and Analysis, which, inter alia, covers the following:
 
 Industry structure and development
 
 Opportunities and Threats
 
 Risks and Concerns
 
 Internal control systems and their adequacy
 
 Discussion on financial and operational performance
 
 Segment-wise performance
 
 Outlook
 
 In addition, a Review of Operations of your Company has been given in
 this report.
 
 REVIEW OF OPERATIONS
 
 Marico achieved a strong growth of 18% in revenue over the previous
 year and registered a top line of Rs 3128 crores during FY11. A
 substantial part of the growth was organic growth, with 12% volume led
 growth while the remaining came from price increases and sales mix. The
 top line increase was accompanied by a bottom-line growth of 24%, after
 considering the impact of extra-ordinary / exceptional items. Profit
 After Tax (PAT) including exceptional / extra-ordinary items during the
 year was at Rs 286.4 crore as against Rs. 232 crore in FY10. The
 financials for FY11 include certain exceptional items of Rs 48.9 crores
 (Rs 29.4 Cr on account of write back of provision towards contingent
 excise duty liability provided in FY10, Rs. 50 Cr on account of profit
 on sale of Sweekar intellectual property rights, Rs. 7.7 Cr on account
 of impairment of clinic assets in Kaya Limited and Rs 22.7 Cr on
 account of impairment of intangibles related to Fiancée business) while
 the financials of FY 10 include certain exceptional items .  The
 exceptional items have been explained in detail in the Management
 Discussion and Analysis, which is an integral part of this Report. Had
 it not been for these items, the PAT for FY11 would have been Rs. 256.3
 Cr, a growth of 6% over FY10 (extraordinary items excluded from the
 comparable figure in the previous year).
 
 During the year, Marico extended its record of year on year quarterly
 growth.
 
 Q4FY11 was on a Y-o-Y basis:
 
 The 42nd consecutive Quarter of growth in Turnover and
 
 The 46th consecutive Quarter of growth in Profits
 
 The company has demonstrated steady growth on both the top line and
 bottom line. Over the last 5 years, they have grown at a Compounded
 Annual Growth Rate of 22 % and 27% respectively
 
 Consumer Products Business: India
 
 Parachute, Maricos flagship brand, continued to expand its franchise
 during the year. Parachute coconut oil in rigid packs, the focus part
 of its portfolio, grew by 8% in volume as compared to FY10. Coconut oil
 category as a whole grew by 5% in volume as compared to FY10. The
 volume growth have been lower than expected due to steep rise in the
 input prices due to which the Company took the prices up of the
 Products. Marico offers its consumers a basket of value added hair oils
 for their pre-wash and post wash hair conditioning, nourishment and
 grooming needs (Key brands being Parachute Advansed hair oil, Parachute
 Advansed Cooling oil, Parachute Jasmine non sticky hair oil, Nihar
 Naturals perfumed hair oil, Hair & Care nourishing non sticky hair oil,
 Hair & Care Almond Gold and Shanti Badam Amla hair oil). During the
 year, all Maricos hair oil brands recorded healthy growth and the
 portfolio as a whole grew by about 23% in volume terms over FY10. Super
 Premium edible oils brand Saffola grew by about 16% in volume terms
 compared to FY10. These growths were aided by introduction of new
 products.
 
 Marico has been constantly investing in a healthy pipeline of new
 products. During the year your company launched new prototypes.  These
 included variants of Saffola Rice Arise (Basmati and Long grain) -
 lower GI rice, Parachute Advansed Ayurvedic hair fall solution and
 Parachute Advansed Body Lotion.
 
 International FMCG Business
 
 From a single digit share in FY05, about 23% of the groups turnover is
 now contributed by Maricos International FMCG business.  Its key
 geographical presence is in Bangladesh, MENA (Middle East and North
 Africa), Malaysia, South Africa and Vietnam.
 
 Maricos South African subsidiary acquired the healthcare brand
 Ingwe. Its product portfolio complements the existing healthcare
 brand Hercules. In February 2011, Marico strengthened its entry into
 the South East Asian region through the acquisition of International
 Consumer Products in Vietnam.
 
 During FY11, the companys international business recorded a turnover
 growth of 22% over FY10. Much of this growth was derived from consumer
 franchise expansion - about 19%, accompanied by price led growth of 8%.
 However, this was impacted adversely by forex appreciation of 5%.
 Political disturbance in the MENA region adversely effected the growth
 of the international business in Q4 of FY11.
 
 Kaya
 
 Kaya is the first organized player in the segment of cosmetic
 dermatology and now enjoys a large first mover advantage in the segment
 in India. It now offers its technology led cosmetic dermatological
 services through 103 clinics: 81 in India across 26 cities and 16 in
 the Middle East, 2 in Dhaka and 4 clinics through Derma Rx in Singapore
 and Malaysia.
 
 During the year Kaya acquired Singapore based skin care solutions
 business Derma Rx. This gave Kaya an access to an advanced skin care
 market in terms of a wide bouquet of products and technology capable of
 being transported across geographies.
 
 Kayas offering are in the nature of discretionary spends. We had seen
 a down turn in Kayas performance in FY10 due to some external and
 internal factors. While external macro environment is picking up we had
 identified customer retention and share of product sales as key issues
 to be addressed internally during FY11. There were efforts put to
 tackle these issues. Kaya has seen a reasonable success as a result of
 these measures taken.
 
 Our overall experience with Kaya Skin care business has been
 encouraging. This is a fairly young business- only 8 years since its
 inception. We have already experienced, in a few accounting periods,
 profitability at both clinic level and regional level. Maricos belief
 in the Kaya Business model is therefore intact, especially as we
 perceive the long term opportunity in skin care solutions to be
 significant.
 
 OTHER CORPORATE DEVELOPMENTS
 
 Acquisition of Derma Rx
 
 Kaya Limited, Maricos wholly owned subsidiary delivering skin care
 solutions in India acquired the cosmetic dermatological business of the
 Singapore based Derma Rx Asia Pacific Pte Ltd (DRx AP). This
 acquisition provides Kaya access to a range of highly efficacious skin
 care products. These products are capable of being transported across
 geographies. Some of these products have already been introduced in
 India and are in the process of being introduced in the Middle East. We
 believe that it will help in increasing the share of products to total
 revenue of Kaya.
 
 Acquisition of the Brand Ingwe
 
 Marico, through its wholly owned subsidiary, Marico South Africa (Pty)
 Ltd acquired the brand Ingwe from South Africa based Guideline
 Trading Company. The range comprises immuno boosters focused on the
 ethnic consumer in South Africa. The acquisition of Ingwe brings in a
 range of products that complements that of MSAs brand Hercules.
 
 Acquisition of the International Consumer Products (ICP)
 
 Marico strengthened its foot hold in South East Asia by taking up 85%
 equity in International Consumer Products Corporation (ICP), one of the
 most successful Vietnamese FMCG companies. ICP was founded, in 2001, by
 Dr. Phan Quoc Cong and his partner. Its brands (X-Men, LOvite, Thuan
 Phat and others) have a significant presence across personal care,
 beauty cosmetics and sauces/ condiments categories. X-Men is a leading
 player in the male grooming segment in Vietnam and is the 2nd Most
 Trusted Personal Care brand in the country. With over 35% market share,
 it leads the mens shampoo category. LOvite, the companys premium
 cosmetics brand ranks amongst the top 5 premium cosmetics brands in
 Vietnam.
 
 Divestment of Brand Sweekar
 
 Marico divested its refined sunflower oil brand Sweekar to Cargill
 India private Limited (Cargill). This is in line with Companys focus
 towards wellness platform through Saffola and thus focusing on healthy
 edible oils and functional foods.
 
 Marico Employee Stock Option Scheme 2007
 
 In pursuance of shareholders approval obtained on November 24, 2006,
 your Company formulated and implemented an Employee Stock Options
 Scheme (the Scheme) for grant of Employee Stock Options (ESOS) to
 certain employees of the Company and its subsidiaries. The Corporate
 Governance Committee (Committee) of the Board of Directors of your
 Company is entrusted with the responsibility of administering the
 Scheme and in pursuance thereof, the Committee has granted 1,13,76,300
 stock options (as at March 31, 2011) comprising about 1.85% of the
 current paid up equity capital of the Company. Additional information
 on ESOS as required by Securities and Exchange Board of India
 (Employees Stock Option Scheme and Employees Stock Purchase Scheme)
 Guidelines, 1999 is annexed and forms part of this report.
 
 None of the Non-executive Directors (including Independent Directors)
 have received stock options in pursuance of the above Scheme. Likewise,
 no employee has been granted stock options, during the year equal to or
 exceeding 0.5% of the issued capital (excluding outstanding warrants
 and conversions) of the Company at the time of grant.
 
 The companys Auditors, M/s. Price Waterhouse, have certified that the
 Scheme has been implemented in accordance with the SEBI Guidelines and
 the resolution passed by the members at the Extra-Ordinary General
 Meeting held on November 24, 2006.
 
 Marico Employees Stock Appreciation Rights Plan, 2011
 
 During the financial year under review, the Board of Directors of your
 Company implemented a long term incentive plan namely, Marico Stock
 Appreciation Rights Plan, 2011 (STAR Plan) for the welfare of its
 employees and those of its subsidiaries.
 
 The purposes envisaged in the STAR Plan and the various schemes
 thereunder are:
 
 a.  To promote amongst Members the desired behavior for meeting long
 term business objectives of Marico Group
 
 b.  To enable retention of desired Members in Marico Group
 
 c.  To enable attraction of talent especially to challenging roles
 
 d.  To provide a wealth building dimension to the remuneration
 structure
 
 The Corporate Governance Committee of the Board of Directors has
 granted stock appreciation rights to certain eligible employees
 pursuant to the Companys Employee Stock Appreciation Rights Scheme,
 2011(Scheme), which is notified under the STAR Plan . The vesting
 period under the Scheme is from March 28, 2011 to September 30, 2013.
 Under the Scheme, the respective employees are entitled to receive
 excess of the maturity price over the grant price subject to fulfilment
 of certain conditions. The stock appreciation rights equivalent to
 2,874,000 shares were granted to employees which were outstanding as on
 March 31, 2011.
 
 Application to the Central Government for exemption from including
 Balance Sheets of the Subsidiary Companies
 
 Your Company had applied to the Central Government under Section 212(8)
 of the Companies Act seeking an exemption from attaching copies of the
 Balance Sheet, Profit and Loss Accounts, Directors Report and
 Auditors Report of its subsidiary companies.  With reference to the
 application, the Ministry of Corporate Affairs has granted a general
 exemption subject to fulfillment of certain conditions.
 
 In terms of the said exemption granted by the Ministry of Corporate
 Affairs; copies of the Balance Sheet, Profit and Loss Account, Report
 of the Board of Directors and the Report of the Auditors of the
 Subsidiary Companies have not been attached to the Balance Sheet of the
 Company. However, the statement required under section 212 of the
 Companies Act, 1956 is attached. The Company will make these documents
 / details available upon request by any member of the Company
 interested in obtaining the same and same would also be made available
 on its website. The Consolidated Financial Statements prepared by the
 Company pursuant to Accounting Standard AS-21 as prescribed by the
 Companies (Accounting Standards) Rules, 2006, include financial
 information of its subsidiaries.
 
 PUBLIC DEPOSITS
 
 There were no outstanding Public deposits at the end of this or the
 previous year. The Company did not accept any public deposits during
 the year.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act)
 amended by the Companies (Amendment) Act, 2000, the Directors confirm
 that:
 
 In preparation of the Annual Accounts of your Company, the Accounting
 Standards, laid down by the Institute of Chartered Accountants of India
 from time to time, have been followed.
 
 Appropriate accounting policies have been selected and applied
 consistently, and reasonable and prudent judgement and estimates have
 been made so as to ensure that the accounts give a true and fair view
 of the state of affairs of your Company as at March 31, 2011 and the
 profits of your Company for the year ended March 31, 2011.
 
 Proper and sufficient care has been taken for maintenance of
 appropriate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of your Company and for preventing and
 detecting frauds and other irregularities.
 
 The annual accounts have been prepared on a going concern basis.
 
 The observation(s) and qualification(s) of the Auditors in their report
 to the Members have been adequately dealt with in the relevant notes to
 the accounts. Hence no additional explanation is considered necessary.
 
 
 CORPORATE GOVERNANCE
 
 A report on Corporate Governance has been provided as a separate part
 of this Report.
 
 GROUP
 
 Pursuant to intimation from Promoters of your Company, the names of
 Promoters and companies comprising Group as defined in the Monopolies
 and Restrictive Trade Practices Act, 1969, have been disclosed in the
 Annual Report of your Company for the purpose of Regulation 3(1)(e) of
 the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997.
 
 DIRECTORS
 
 Directors retiring by rotation
 
 Mr. Nikhil Khattau and Ms. Hema Ravichandar, Directors of the Company,
 retire by rotation as per Section 256 of the Companies Act, 1956 and
 being eligible offer themselves for re-appointment.
 
 Changes in the Board of Directors
 
 Mr. B. S. Nagesh was appointed with effect from July 16, 2010 as a
 Non-executive and Independent Director in casual vacancy created by
 resignation of Director, Mr. Bipin Shah. Mr. Nagesh would hold office
 as Director of the Company up to the conclusion of the Annual General
 Meeting to be held for the Financial Year 2011-12.
 
 Mr. Harsh Mariwalathe Managing Director of your Company was
 re-appointed as the Managing Director by the Board of Directors at its
 meeting held on January 27, 2011 for a further period of 3 years with
 effect from April 1, 2011, subject to the approval of the Shareholders
 at the ensuing Annual General Meeting.
 
 Change in the Company Secretary & Compliance Officer
 
 Ms Rachana Lodaya ceased to be the Company Secretary & Compliance
 Officer with effect from October 27, 2010 and Ms. Hemangi Wadkar was
 appointed as the Company Secretary & Compliance Officer of the Company
 in her place with effect from that date.
 
 ADDITIONAL STATUTORY INFORMATION
 
 Information under Section 217(1)(e) of the Act read with the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988 is annexed and forms part of this Report. Information
 pursuant to Section 217(2A) of the Act read with the Companies
 (Particulars of Employees) Rules, 1975, as amended by the Companies
 (Particulars of Employees) Amendment Rules, 1999 forms part of this
 Report. Although in accordance with the provisions of Section
 219(1)(b)(iv) of the Act such information has been excluded from the
 Report and Accounts sent to the Members, any member desirous of
 obtaining this information may write to the Company Secretary at the
 Registered Office of the Company.
 
 AUDITORS
 
 M/s. Price Waterhouse, Chartered Accountants and Statutory Auditors of
 the Company retire at the ensuing Annual General Meeting and have
 confirmed their eligibility for re-appointment.
 
 Aneja Associates, a Chartered Accountant Firm, has been associated with
 your Company as its internal auditor. They have been partnering your
 Company in the area of risk management and internal control systems.
 Your Company has re-appointed Aneja Associates as its internal auditor
 for the year 2010-11.
 
 ACKNOWLEDGEMENT
 
 The Board takes this opportunity to thank all its employees for their
 dedicated service and firm commitment to the goals of the Company. The
 Board also wishes to place on record its sincere appreciation for the
 wholehearted support received from shareholders, distributors, bankers
 and all other business associates, and from the neighbourhood
 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
 
                                       Chairman and Managing Director
 
 Place : Mumbai 
 
 Date : May 2, 2011