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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 The Board of Directors (''Board'') is pleased to present the Twenty
 Seventh Annual Report of your Company, Marico Limited, for the year
 ended March 31,2015 (''the year under review'', ''the year'' or ''FY15'').
 
 In line with the requirements of the Companies Act, 2013 and the
 Listing Agreement entered with the BSE Limited and the National Stock
 Exchange of India Limited this report covers the financial results and
 other developments during April 2014 to March 2015 in respect of Marico
 Limited (''Marico'') and Marico Consolidated comprising Marico and its
 subsidiaries in India and overseas. The consolidated entity has been
 referred to as ''Marico'' or ''Group'' or ''Your Group'' in this report.
 
 FINANCIAL RESULTS - AN OVERVIEW
 
                                                          Rs. Crore
 
                                                    Year ended March 31,
                                                  2015           2014
 
 Consolidated Summary Financials for the Group
 
 Revenue from Operations                         5,732.98     4,686.52
 
 Profit before Tax                                 821.65       694.58
 
 Profit after Tax                                  573.45       485.38
 
 Marico Limited - financials
 
 Revenue from Operations                         4,681.20     3,682.49
 
 Profit before Tax                                 731.04       717.28
 
 Less: Provision for Tax for the current year      185.87       140.06
 
 Profit after Tax for the current year             545.17       577.22
 
 Add : Surplus brought forward                   1,393.63      1162.84
 
 Profit available for Appropriation              1,938.80     1,740.06
 
 Appropriations:
 
 Distribution to shareholders                      161.24       257.94
 
 Tax on dividend                                    13.72         9.37
 
                                                   174.51       267.31
 
 Transfer to General Reserve                           -         57.72
 
 Debenture Redemption Reserve                       11.17        20.86
 
 Surplus carried forward                         1,753.12     1,394.17
 
 Total                                           1,938.80     1,740.06
 
 The Company proposes to transfer an amount of Rs. 25 Crore from the
 Debenture Redemption Reserve to the General Reserves.
 
 DIVIDEND
 
 Your Company''s distribution policy has aimed at sharing its prosperity
 with its shareholders, through a formal earmarking/disbursement of
 profits to shareholders.
 
 Your Company''s distribution to equity shareholders during FY15
 comprised the following:
 
 First Interim dividend of 100% on the equity base of Rs. 64.49 Crore.
 
 Second Interim dividend of 150% on the equity base of Rs. 64.50 Crore.
 
 The total equity dividend for FY15 (including dividend tax) aggregated
 to Rs. 174.51 Crore. The overall dividend payout ratio hence is 30% as
 compared to 47% during FY14. The shareholders may note that the
 dividend pay-out in FY14 included a one-time silver jubilee dividend of
 1 75% of the paid up equity capital of Rs. 64.49 Crore.
 
 REVIEW OF OPERATIONS
 
 During FY15 Marico posted revenue from operations of INR 5,733 Crore, a
 growth of 22% over the previous year. The business delivered a volume
 growth of 4% with an operating margin of 15.2%. The business reported
 bottom line of INR 573 Crore, growth of 18% over last year.
 
 Marico India achieved a turnover of INR 4,449 Crore in FY15, a growth
 of 26% over last year. Volume growth for the year was at 6%.  The
 overall sales growth was bolstered by the price increases taken across
 the portfolio to cover a major part of the significant input cost push.
 The operating margin for the India business was healthy at 17.7% before
 corporate allocations despite the hyper-inflation in commodity costs.
 
 During the year, Marico International posted a turnover of INR 1,284
 Crore, a growth of 10% over FY14 in constant currency terms. The
 operating margin for the year was at 17.1% (before corporate
 allocations) reflecting a structural shift based on the cost management
 projects undertaken by your Company and Synergies of One Marico.
 
 Your Company has demonstrated steady growth on both the top line and
 the bottom line. Over the last 5 years, the top line has grown by 18%
 and bottom line by 15% at a Compounded Annual Growth Rate.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 A detailed Management Discussion and Analysis, which inter alia, covers
 the following forms part of the Annual Report.
 
 * 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.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
 
 Your Board of Directors during the year under review approved the
 Corporate Social Responsibility (CSR) Policy for your Company pursuant
 to the provisions of Section 135 of the Companies Act, 2013 read with
 the Companies (Corporate Social Responsibility Policy) Rules, 2014,
 based on the recommendations of the CSR Committee. The CSR Policy is
 available on the website of the Company at
 http://marico.com/india/investors/documentation/corporate-governance.
 The composition of the CSR Committee is disclosed in the Corporate
 Governance Report.
 
 A brief outline of the CSR Policy of the Company, the CSR initiatives
 undertaken during the financial year 2014-15 together with the progress
 thereon and the Annual Report on CSR activities as required by the
 Companies (Corporate Social Responsibility Policy) Rules, 2014, are set
 out in Annexure A to this Report.
 
 SUBSIDIARIES
 
 The list of companies which are subsidiaries of your Company is
 provided in the notes to Consolidated Financial Statements. During the
 period under review, there were no companies which have become
 subsidiaries or ceased to be subsidiaries of your Company.
 
 A separate statement containing salient features of the financial
 statements of all subsidiaries of your Company forms part of the
 Consolidated Financial Statements in compliance with Section 129 and
 other applicable provisions, if any, of the Companies Act, 2013. The
 statement reflects the performance and financial position of each of
 the subsidiaries.
 
 The financial statements of the subsidiary companies and related
 information shall be uploaded on the website of your Company which 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
 your Company during business hours on all working days except Saturdays
 up to the date of the Annual General Meeting, as required under Section
 136 of the Companies Act, 2013. Any Member desirous of obtaining a copy
 of the said financial statements may write to the Company Secretary at
 the Registered Office address of your Company.
 
 Your Company has approved a policy for determining material
 subsidiaries and the same is uploaded on the Company''s website which
 can be accessed using the link
 http://marico.com/investorspdf/Policy_for_determining_
 Material_Subsidiaries.pdf.
 
 RELATED PARTY TRANSACTIONS
 
 All transactions with related parties entered into during the financial
 year 2014-15 were at arm''s length basis and in the ordinary course of
 business and in accordance with the provisions of the Companies Act,
 2013 and the Rules made thereunder (the Act). There were no
 transactions which were material (considering the materiality
 thresholds prescribed under the Act). Accordingly, no disclosure is
 made in respect of the Related Party Transactions in the prescribed
 Form AOC-2 in terms of Section 134 of the Act.
 
 All transactions with related parties are placed before the Audit
 Committee for approval. An omnibus approval of the Audit Committee is
 obtained for the related party transactions which are repetitive in
 nature. In case of transactions which are unforeseen and in respect of
 which complete details are not available, the Audit Committee grants an
 omnibus approval to enter into such unforeseen transactions provided
 the transaction value does not exceed Rs. 1 Crore (per transaction in a
 financial year). The Audit Committee reviews all transactions entered
 into pursuant to the omnibus approval(s) so granted on a quarterly
 basis.
 
 During the year under review, your Board approved a policy on Related
 Party Transactions as required under Clause 49 of the Listing
 Agreement. The policy is uploaded on the Company''s website and can be
 accessed using the link http://marico.com/investorspdf/
 Policy_on_Related_Party_Transactions. pdf.
 
 DEPOSITS
 
 There were no outstanding deposits within the meaning of Sections 73
 and 74 of the Companies Act, 2013 read with the Companies (Acceptance
 of Deposits) Rules, 2014, at the end of the financial year 2014-15 or
 the previous financial year. Your Company did not accept any such
 deposit during the financial year 2014-15.
 
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
 
 Details of Loans, Guarantees and Investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 notes to the Standalone Financial Statements of the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and information and based on the
 information and explanations provided to them by the Company, your
 Directors make the following statement in terms of Section 134(3)(c) of
 the Companies Act, 2013 (the Act):
 
 * that in the preparation of the annual financial statements for the
 year ended March 31,2015, the applicable accounting standards have been
 followed and there are no material departures from the same;
 
 * that 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 31,2015 and of the profit and loss of your
 Company for the said period;
 
 * that proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 * that the annual accounts have been prepared on a ''going concern''
 basis;
 
 * that proper internal financial controls to be followed by the Company
 were laid down and such internal financial controls are adequate and
 were operating effectively;
 
 * that proper systems to ensure compliance with the provisions of all
 applicable laws were devised and that such systems were adequate and
 operating effectively.
 
 DIRECTORS
 
 Your Board of Directors had re-designated Mr. Harsh Mariwala as
 Non-Executive Chairman and appointed Mr. Saugata Gupta, the Chief
 Executive Officer of the Company as an Additional Director and Managing
 Director, of your Company, both with effect from April 1,2014.
 Thereafter, the Members at the 26th Annual General Meeting held on July
 30, 2014 approved the appointment and terms of remuneration of Mr.
 Saugata Gupta as the Managing Director & CEO for a period of 5 years
 with effect from April 1,2014.
 
 At the said Annual General Meeting, the Members also appointed Mr.
 Rajeev Bakshi, Mr. Atul Choksey, Mr. Nikhil Khattau, Mr. Anand Kripalu,
 Ms. Hema Ravichandar and Mr. B. S. Nagesh, as Independent Directors of
 the Company, each for a term of five years beginning April 1,2014.
 There is no other change in the composition of the Board.
 
 During the financial year under review, declarations were received from
 all Independent Directors of the Company that they satisfy the
 criteria of Independence as defined under Clause 49 of the Listing
 Agreement and Section 149(6) of the Companies Act, 2013 read with the
 Schedules and Rules made thereunder.
 
 DIRECTORS RETIRING BY ROTATION
 
 In accordance with the provisions of the Companies Act, 2013 and in
 terms of the Memorandum and Articles of Association of the Company, Mr.
 Harsh Mariwala is liable to retire by rotation at the 27th Annual
 General Meeting (AGM) and being eligible has offered himself for
 re-appointment. His re-appointment is being placed for your approval at
 the AGM. The brief profile of Mr. Mariwala and other related
 information has been detailed in the Corporate Governance Report. Your
 Directors recommend his re-appointment as the Non-Executive Director of
 your Company.
 
 KEY MANAGERIAL PERSONNEL
 
 As stated above, Mr. Saugata Gupta was appointed as the Managing
 Director & CEO of your Company with effect from April 1,2014.  Further,
 Mr. Vivek Karve was appointed as the Chief Financial Officer of the
 Company with effect from April 1,2014. Ms. Hemangi Ghag continues to be
 the Company Secretary of the Company.
 
 MEETINGS
 
 The details of the meetings of the Board of Directors of the Company
 held during the year under review are given in the Corporate Governance
 Report.
 
 AUDIT COMMITTEE
 
 The composition of the Audit Committee of the Board of Directors is
 stated in the Corporate Governance Report.
 
 COMPANY''S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY,
 EVALUATION AND SUCCESSION
 
 In terms of the applicable provisions of the Companies Act, 2013 read
 with the Rules made thereunder and Clause 49 of the Listing Agreement
 entered into by the Company with Stock Exchanges, your Board has
 formulated a Policy on appointment, removal and remuneration of
 Directors, Key Managerial Personnel and Senior Management Personnel and
 also on Board Diversity, Succession Planning and Evaluation of
 Directors. Salient features of the Policy are stated in the Corporate
 Governance Report.
 
 BOARD EVALUATION
 
 Your Board is committed to assessing its own performance in order to
 identify its strengths and areas in which it may improve its
 functioning. Towards this end the Corporate Governance Committee of the
 Board (which functions as the Nomination and Remuneration Committee of
 the Company for the purpose of the Companies Act, 2013) established the
 criteria and processes for evaluation of performance of individual
 Directors, Chairman of the Board, the Board as a whole and its
 individual statutory Committees. The appointment/re-appointment/
 continuation of Directors are subject to the outcome of the annual
 evaluation process. The manner in which the evaluation has been carried
 out has been explained in the Corporate Governance Report.
 
 DISCLOSURE RELATING TO REMUNERATION
 
 The information required pursuant to Section 197(12) read with Rule
 5(1) of The Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 is disclosed in Annexure B'' to this report.
 
 The Managing Director and CEO of your Company does not receive
 remuneration from any of the subsidiaries of your Company.
 
 The statement containing particulars of remuneration of employees as
 required under Section 197(12) of the Companies Act, 2013 read with
 Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, is given in an annexure to the
 Annual Report. In terms of Section 136(1) of the Companies Act, 2013,
 the Annual Report is being sent to the Members excluding the aforesaid
 annexure. However, this annexure shall be made available on the website
 of the Company 21 days prior to the date of the Annual General Meeting
 (AGM). The information is also available for inspection by the
 Members at the Registered Office of the Company during business hours
 on all working days except Saturdays up to the date of the AGM. Any
 Member desirous of obtaining a copy of the said annexure may write to
 the Company Secretary at the Registered Office address of your Company.
 
 INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
 
 Your Company''s approach on Corporate Governance has been detailed out
 in the Corporate Governance Report. Your Company has deployed the
 principles enunciated therein to ensure adequacy of Internal Financial
 Controls with reference to the financial statements.  Your Board has
 also reviewed the internal processes, systems and the internal
 financial controls and the Directors'' Responsibility Statement contains
 a confirmation as regards adequacy of the internal financial controls.
 
 VIGIL MECHANISM
 
 Your Company has a robust vigil mechanism in the form of Unified Code
 of Conduct which enables employees to report concerns about unethical
 behaviour, actual or suspected fraud or violation of the Code. The
 Company''s Unified Code of Conduct can be accessed on its website using
 the link http://marico.com/investorspdf/CoC_book_09-04-14.pdf.
 
 This mechanism also provides for adequate safeguards against
 victimization of employees who avail of the mechanism and also provide
 for direct access to the Chairman of the Audit Committee in exceptional
 cases. The guidelines are meant for all Members of the Organization
 from the day they join and are designed to ensure that they may raise
 any specific concern on integrity, value adherence without fear of
 being punished for raising that concern. The guidelines also cover our
 associates who partner us in our organizational objectives and
 customers for whom we exist.
 
 To encourage employees to report any concerns and to maintain
 anonymity, the Company has provided a toll free helpline number and a
 website, wherein the grievances / concerns can reach the Company. For
 administration and governance of the Code, a Committee called the Code
 of Conduct Committee (CCC) is constituted. The CCC has the following
 sub-Committees namely:
 
 * HR Committee - with an objective to appoint investigation team for
 investigation of HR related concerns / complaints.
 
 * IT Committee - with an objective of implementing the IT policy and
 resolution of IT related concerns / complaints under the Code.
 
 * Whistle Blower Committee - with an objective to appoint an
 investigation team for investigation of whistle blower complaints.
 
 * Prevention of Sexual Harassment Committee (PoSH Committee) — with
 an objective to ensure a harassment free work environment including but
 not limited to appointment of investigation team for investigation of
 sexual harassment concerns/complaints.
 
 The Board and its Audit Committee are informed periodically on the
 matters reported to CCC and the status of resolution of such cases.
 
 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
 
 As stated earlier your Company has a policy for the prevention of
 sexual harassment which is embedded in the CCC. As per the requirement
 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
 & Redressal) Act, 2013 and Rules made thereunder, your Company has
 constituted an Internal Complaints Committees (ICC). During the
 financial year 2014-15, the ICC received 2 complaints on sexual
 harassment and the same were disposed of in accordance with applicable
 laws and the policy of your Company.
 
 RISK MANAGEMENT
 
 For your Company, Risk Management is an integral and important
 component of Corporate Governance. Your Company believes that a robust
 Risk Management ensures adequate controls and monitoring mechanisms for
 a smooth and efficient running of the business.  A risk-aware
 organization is better equipped to maximize the shareholder value.
 
 The key cornerstones of your Company''s Risk Management Framework are:
 
 1.  Periodic assessment and prioritization of risks that affect the
 business of your Company;
 
 2.  Development and deployment of risk mitigation plans to reduce the
 vulnerability to the prioritized risks;
 
 3.  Focus on both the results and efforts required to mitigate the
 risks;
 
 4.  Defined review and monitoring mechanism wherein the functional
 teams, the top management and the Board review the progress of the
 mitigation plans;
 
 5.  Embedding of the Risk Management processes in significant decisions
 such as large capital expenditures, mergers, acquisitions and corporate
 restructuring;
 
 6.  Wherever, applicable and feasible, defining the risk appetite and
 install adequate internal controls to ensure that the limits are
 adhered to.
 
 In terms of Clause 49 of the Listing Agreement with Stock Exchanges,
 your Board of Directors during the year under review constituted a Risk
 Management Committee (RMC). The RMC assists the Board in monitoring
 and reviewing the risk management plan, implementation of the risk
 management framework of the Company and such other functions as the
 Board may deem fit. The detailed terms of reference and the composition
 of RMC are set out in the Corporate Governance Report.
 
 Details of significant and material orders passed by the regulators
 
 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.
 
 ESOP /Stock Appreciation Rights Schemes
 
 Marico Employee Stock Option Scheme 2007
 
 Your Company had formulated and implemented an Employee Stock Options
 Scheme (the Scheme) in 2007 for grant of Employee Stock Options (ESOS)
 to certain employees of the Company and its subsidiaries. The Corporate
 Governance Committee (''CGC'') of the Board of Directors of your Company
 is entrusted with the responsibility of administering the Scheme and in
 pursuance thereof, the CGC has granted 11,376,300 stock options (as at
 March 31,2015) comprising about 1.76% of the current paid up equity
 capital of the Company as at March 31,2015. An aggregate of 1,03,600
 options were outstanding as on March 31,2015.
 
 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.
 
 Marico Employee Stock Option Scheme 2014
 
 The Members of the Company at its Extra Ordinary General Meeting held
 on March 25, 2014 approved the Marico Employee Stock Option Scheme 2014
 (the Scheme) for the benefit of the Chief Executive Officer of the
 Company (now Managinig Director & Chief Executive Officer). The
 objective of this Scheme is to give a wealth building dimension to the
 remuneration structure of the Managinig Director & Chief Executive
 Officer. Further, it also aimed at promoting desired behaviour for
 meeting organization''s long term objectives and to enable retention
 through a customized approach.
 
 The CGC is responsible for administrating the Scheme in pursuance of
 which on April 1, 2014 it granted 3,00,000 stock options comprising
 about 0.05% of the current paid up equity capital of the Company as at
 March 31,2015 to the Managing Director & CEO.
 
 Marico MD CEO Employee Stock Option Plan 2014
 
 At the 26th Annual General Meeting (AGM) of the Company held on July
 30, 2014, the Members had approved the Marico MD CEO Employee Stock
 Option Plan 2014 (MD CEO ESOP Plan 2014 or the Plan) for the
 benefit of Managing Director & Chief Executive Officer (MD & CEO) of
 the Company. The objective of this Plan is to enable grant of stock
 options on an annual basis to the MD & CEO as a part of his
 remuneration through one or more Scheme(s) notified under the Plan. The
 number of equity shares that may arise on a cumulative basis upon
 exercise of stock options under this Plan shall not exceed in aggregate
 0.5% of the total paid up equity share capital of the Company.
 
 The CGC is entrusted with the responsibility of administering the Plan
 and the Schemes notified thereunder. Accordingly, the CGC on January 5,
 2015 notified Scheme I under the Marico MD CEO ESOP Plan 2014 for grant
 of 46,600 stock options to the Managing Director & CEO under the said
 Scheme. These stock options constitute 0.007% of the paid up equity
 share capital of the Company as on the date of this Report.
 
 Statutory information on ESOS
 
 Additional information on ESOS in terms of section 62(1 )(b) of the
 Companies Act, 2013 read with Rule 12(9) of the Companies (Share
 Capital and Debentures) Rules, 2014 is enclosed as ''Annexure C'' and
 forms part of this report. Further, the Company has complied with the
 applicable accounting standards in this regard.
 
 The Statutory Auditors of the Company i.e. M/s. Price Waterhouse, have
 certified that implementation of all the above ESOP Schemes/ Plan is in
 accordance with the erstwhile SEBI ESOP Guidelines, 1999, the SEBI
 (Share Based Employees Benefits) Regulations, 2014, as applicable and
 the resolutions passed by the Members at the respective General
 Meetings approving the ESOP Schemes/Plan.
 
 Marico Employees Stock Appreciation Rights Plan, 2011
 
 Your Company had implemented a long term incentive plan namely, Marico
 Stock Appreciation Rights Plan in 2011 (''STAR Plan'') for the welfare of
 its employees and those of its subsidiaries. Under the STAR Plan the
 Corporate Governance Committee notifies various Schemes for granting
 Stock Appreciation Rights (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
 fulfillment of certain conditions and applicability of tax. The STAR
 Plan involves secondary market acquisition of the shares of your
 Company by an independent Trust set up by your Company for the
 implementation of the STAR Plan. Your Company lends monies to the Trust
 for making secondary acquisition of shares.
 
 During the year under review, no fresh grants were made by the Company
 as the SEBI (Share Based Employee Benefit) Regulations, 2014, notified
 in October, 2014, require the Company to seek approval of its Members
 for implementation of any stock appreciation rights scheme.
 Accordingly, appropriate resolutions for seeking approval of the
 Members for implementation of the STAR Plan are set out in the Notice
 convening the 27th Annual General Meeting.
 
 As at March 31,2015 an aggregate of 19,93,300 STARs were outstanding
 which comprises about 0.31% of the current paid up equity share capital
 of the Company.
 
 AUDITORS
 
 Statutory Auditors
 
 The Members at the 26th Annual General Meeting (AGM) had approved the
 appointment of M/s. Price Waterhouse as Statutory Auditors of your
 Company for a period of 3 years to hold office from the conclusion of
 the 26th AGM until the conclusion of the 29th AGM. In terms of section
 139 of the Companies Act, 2013 such appointment is subject to the
 ratification by the Members at each AGM.  M/s. Price Waterhouse have
 confirmed their eligibility to act as the Auditors of your Company.
 Further, as required under Clause 49 of the Listing Agreement with
 Stock Exchanges, the Auditors have confirmed that they hold a valid
 certificate issued by the Peer Review Board of the Institute of
 Chartered Accountants of India.
 
 Accordingly, your Directors seek ratification of the appointment of the
 Statutory Auditors for the financial year 2015-1 6.
 
 Cost Auditors
 
 M/s. Ashwin Solanki & Associates, Cost Accountants, were appointed as
 the Cost Auditor for the financial year 2014-15 to conduct the audit of
 the cost records of your Company. Your Directors have re-appointed M/s.
 Ashwin Solanki & Associates, Cost Accountants as the Cost Auditors of
 the Compnay for the financial year 2015-16 at a remuneration of
 Rs.8,00,000 (plus applicable taxes) in addition to out of pocket
 expenses incurred, if any, in connection with the audit. In terms of
 the provisions of Section 148(3) of the Companies Act, 2013 read with
 the Companies (Audit and Auditors) Rules, 2014, as amended the
 remuneration payable to the Cost Auditors has to be ratified by the
 Members of the Company. Accordingly, the Board seeks ratification of
 the remuneration payable to the Cost Auditors for the financial years
 2015-1 6 at the 27th Annual General Meeting.
 
 SECRETARIAL AUDIT
 
 Pursuant to Section 204 of the Companies Act, 2013 read with the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014, your Company appointed Dr. K.R. Chandratre, Practicing Company
 Secretary, to conduct the Secretarial Audit of your Company. The
 Secretarial Audit Report is enclosed as ''Annexure D'' to this report.
 The Secretarial Audit Report does not contain any qualification,
 reservation or adverse remark.
 
 STATUTORY AUDITORS'' REPORT
 
 The Auditors'' Report for the year ended March 31,2015 does not contain
 any qualification, reservation or adverse remark.  CORPORATE GOVERNANCE
 
 As per Clause 49 of the Listing Agreement with Stock Exchanges, a
 separate section on corporate governance practices followed by the
 Company together with a certificate from the Company''s Statutory
 Auditors confirming compliance thereto is annexed to this report.
 
 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 Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
 Rules, 2014 is enclosed as ''Annexure E'' to this report.
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in Form
 MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013
 read with the Companies (Management and Administration) Rules, 2014,
 are enclosed as ''Annexure F'' to this report.
 
 ACKNOWLEDGEMENT
 
 Your Board takes this opportunity to thank all its employees for their
 dedicated service and firm commitment to the goals of the Company. Your
 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 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
 Date : April 30, 2015                                       Chairman
Source : Dion Global Solutions Limited
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