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Marico

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Directors Report Year End : Mar '16    « Mar 15
The Board of Directors (''Board'') is pleased to present the Twenty
 Eighth Annual Report of your Company, Marico Limited, for the year
 ended March 31, 2016 (''the year under review'', ''the year''or ''FY16'').
 
 In line with the requirements of the Companies Act, 2013 (''the Act'')
 and the Securities and Exchange Board of India (Listing Obligations and
 Disclosure Requirements) Regulations, 2015 (''the SEBI Regulations''),
 this report covers the financial results and other developments during
 the financial year April 1, 2015 to March 31, 2016 in respect of Marico
 Limited (''Marico'' or ''the Company''or ''your Company'') and Marico
 Consolidated comprising Marico, its subsidiaries and associate in India
 and overseas. The consolidated entity has been referred to as ''Marico
 Group''or ''Your Group''in this report.
 
 FINANCIAL RESULTS - AN OVERVIEW
 
                                                        (Rs. in Crore)
 
                                              Year ended   Year ended 
 Particulars                                   March 31,    March 31,
                                                    2016         2015
 
 Consolidated Summary Financials 
 for the Group
 
 Revenue from Operations                        6,132.04     5,732.98
 
 Profit before Tax                              1,033.75       821.65
 
 Profit after Tax                                 724.78       573.45
 
 Marico Limited - financial                     4,947.37     4,681.20
 
 Revenue from Operations
 
 Profit before Tax                                944.10       731.04
 
 Less: Provision for Tax for the                  242.24       185.87
 current year
 
 Profit after Tax for the current year            701.86       545.17
 
 Add: Surplus brought forward                   1,753.12     1,393.63
 
 Profit available for Appropriation             2,454.98     1,938.80
 
 Appropriations:Distribution to                   435.43       161.24
 shareholders
 
 Tax on dividend                                   65.43        13.27
 
                                                  500.86       174.51
 
 Transfer to Debenture                                 -        11.17
 
 Redemption Reserve
 
 Surplus carried forward                        1,954.12     1,753.12
 
 Total                                          2,454.98     1,938.80
 
 RESERVES
 
 There is no amount proposed to be transferred to the Reserves.
 
 BONUS ISSUE AND RECLASSIFICATION OF AUTHORIZED SHARE CAPITAL OF THE
 COMPANY
 
 In order to increase the overall liquidity to enable broad- based
 investor participation, the Company, during the year under review
 issued bonus equity shares in the ratio of 1:1 to the shareholders
 which were allotted in December, 2015.
 
 To facilitate the aforesaid bonus issue, your Company re-classified its
 Authorized Share Capital to Rs. 215 Crores divided into Rs.150 Crores
 Equity Shares of Re. 1 each and Rs.6.5 Crores Preference Shares of Rs. 10
 each, which led to consequential alteration of Clause V of the
 Memorandum of Association of your Company.
 
 DIVIDEND
 
 Your Company''s wealth distribution philosophy has aimed at sharing its
 prosperity with its shareholders, through a forma
 earmarking/disbursement of profits to the shareholders.
 
 Your Company''s distribution to equity shareholders during FY16
 comprised the following:
 
 First Interim Dividend of 175% on the equity base of Rs. 64.51 Crores.
 
 Second Interim Dividend of 150% on the post bonus equity base of Rs.
 129.02 Crores.
 
 One time Special Third Interim Dividend of 100% on the post bonus
 equity base of Rs. 129.02 Crores.
 
 The total equity dividend for FY16 (including dividend distribution
 tax) aggregated to Rs. 500.86 Crores. The overal dividend payout ratio
 hence is 69% of the consolidated profit after tax as compared to 30%
 during FY15.
 
 REVIEW OF OPERATIONS
 
 During FY16 Marico posted revenue from operations of Rs. 6,132 Crores,
 a growth of 7% over the previous year. The business delivered a volume
 growth of 7% with an operating margin of 17.3%. The business reported
 bottom line of Rs. 725 Crores, growth of 26% over last year.
 
 Marico India, the domestic FMCG business, achieved a turnover of Rs.
 4,755 Crores in FY16, a growth of 7% over last year. Volume growth for
 the year was also at 7%. The overal sales growth was backed by
 continued growth momentum in categories of Parachute Coconut Oil,
 Edible Oils and Value Added Hair Oils (VAHO). The operating margin for
 the India business was healthy at 21.6% before corporate allocations.
 Higher operating margins can be attributed mainly to gross margin
 expansion led by softer input costs.
 
 During the year, Marico International, the International FMCG business,
 posted a turnover of Rs. 1,376 Crores, a growth of 7% over FY15 in
 constant currency terms. The operating margin for the year was at 17.7%
 (before corporate allocations) reflecting a sustained structural shift
 over the last few years.
 
 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 16%
 and bottom line by 19% 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.
 
 - Update on Macro Economic Indicators & FMCG Industry
 
 - Opportunities and Threats
 
 - Risks and Concerns
 
 - Internal control systems and their adequacy
 
 - Discussion on financial and operational performance
 
 - Segment-wise performance
 
 - Outlook
 
 - Material development in Human Resource /Industrial Relations including
 number of people employed
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
 
 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 2015-16 together with progress
 thereon and the 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 AND ASSOCIATE
 
 A list of companies which are subsidiaries/associate to your Company is
 provided as part of the notes to Consolidated Financial Statements.
 During the period under review, there were no companies which have
 become subsidiaries of your Company. Beauté Cosmétique Societé Par
 Actions, a company in Vietnam, ceased to be a subsidiary of your
 Company w.e.f May 14, 2015 consequent to divestment. During the year
 under review, Bellezimo Professionale Products Private Limited became
 an associate of your Company w.e.f October 21, 2015 as per Section 2(6)
 of the Companies Act, 2013, consequent to acquisition of 45% equity
 stake by your Company.
 
 A separate statement containing salient features of the financial
 statements of all subsidiaries of your Company forms part of the
 Consolidated Financial Statement in compliance with Section 129 and
 other applicable provisions of the Act.  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 and Sundays
 up to the date of the Annual General Meeting, as required under Section
 136 of the Act. Any Member desirous of obtaining a copy of the said
 financial statements may write to the Company Secretary at the
 Registered Office Address.
 
 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 2015-16 were at arm''s length basis and in the ordinary course of
 business and in accordance with the provisions of the Act and the Rules
 made thereunder. There were no transactions which were material
 (considering the materiality thresholds prescribed under the Act or
 clause 49 of the erstwhile Listing Agreement/Regulation 23 of the SEBI
 Regulations). 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 and Rules made thereunder.
 
 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 approvals so granted on a quarterly basis.
 During the year under review, in accordance with the amendment brought
 to the Companies (Meetings of Board and its Powers) Rules, 2014, on
 December 14, 2015, the Audit Committee, as authorized by the Board, has
 framed Criteria for granting an omnibus approval to the related party
 transactions to be entered into by the Company.
 
 During the year under review, your Board updated the policy on Related
 Party Transactions as required under the SEBI Regulations. 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 Act, read together with the Companies (Acceptance of
 Deposits) Rules, 2014, at the end of the financial year 2015-16 or the
 previous financial year.  Your Company did not accept any deposit
 during the financial year 2015-16.
 
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
 
 Details of Loans, Guarantees and Investments covered under the
 provisions of Section 186 of the Act, 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 Act:
 
 - that in the preparation of the annual financial statements for the
 year ended March 31, 2016, 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, 2016 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
 
 There is no change in the composition of the Board.
 
 During the year under review, declarations were received from all
 Independent Directors of the Company that they satisfy the ''criteria of
 Independence''as defined under Regulation 16(1)(b) of the SEBI
 Regulations and Section 149(6) of the Act, read with Schedule IV and
 the relevant 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.
 Rajen Mariwala (DIN: 00007246) is liable to retire by rotation at the
 28th 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. Your Directors recommend his re-appointment as the
 Non-Executive Director of your Company.
 
 KEY MANAGERIAL PERSONNEL
 
 During the year under review, there is no change in the Key Managerial
 Personnel of the Company. Subsequent to the close of the year, Mr.
 Surender Sharma, Head Legal - International Business has been appointed
 as the Company Secretary & Compliance Officer w.e.f. April 29, 2016 in
 place of Ms.  Hemangi Ghag, who resigned from the post of Company
 Secretary & Compliance Officer on April 28, 2016. Ms. Ghag continues as
 an employee of your Company.
 
 The Key Managerial Personnel of the Company as on date are:
 
 1.  Mr. Saugata Gupta is the Managing Director (MD) & Chief Executive
 Officer (CEO).
 
 2.  Mr. Vivek Karve is the Chief Financial Officer (CFO).
 
 3.  Mr. Surender Sharma is the Company Secretary (CS).
 
 MEETINGS
 
 The details of the meetings of the Board of Directors and its
 Committees held during the year under review are stated in the
 Corporate Governance Report.
 
 The details of attendance of the Directors in the Board Meetings and
 its Committees during the year under review are stated in the Corporate
 Governance Report.
 
 AUDIT COMMITTEE
 
 The composition of the Audit Committee of the Board of Directors along
 with the composition of other Committees 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 Act, read with the Rules
 made thereunder and the SEBI Regulations, 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 said Policy are stated in the Corporate Government
 Report.
 
 BOARD EVALUATION
 
 Your Board is committed to assessing its own performance as also
 performance of individual director 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 (''CGC) (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 is subject to positive outcome of the annual evaluation
 process. The manner in which the evaluation has been carried out has
 been explained in the Corporate Governance Report. In terms of the Act,
 the Independent Directors on your Board also meet separately once in a
 year to discuss the matters as prescribed under Schedule IV to the Act
 and to assess the performance of the Non - Independent Directors of
 your Board.
 
 The board evaluation exercise during the year under review has resulted
 in the Board identifying three focus areas for it to work upon in the
 coming years:
 
 1.  Intensifying its efforts in guiding the organization to get future
 ready, especially in identifying new growth drivers;
 
 2.  Renewed focus and time commitment for mentoring the senior
 management, setting them up for success in the ever changing macro
 environment; and
 
 3.  Revisiting the Board composition with an eye on future trends
 especially in the digital era.
 
 The Board is also committed to review progress on these priorities
 during the annual Board Retreats held once a year.
 
 DISCLOSURE RELATING TO REMUNERATION
 
 The information required pursuant to Section 197(12) of the Act, 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 & 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 Act, 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 Act, 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 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 and
 Sundays 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.
 
 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 Company 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 for 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, the Audit Committee and the Corporate Governance Committee
 are informed periodically on the matters reported to CCC and the status
 of resolution of such cases.
 
 The Company affirms that no personnel has been denied access to the
 Audit Committee.
 
 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
 
 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 2015- 16, the
 ICC received 1 complaint on sexual harassment and the same was 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.
 
 The constitution of the Risk Management Committee (''RMC'') is stated in
 the Corporate Governance Report. 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 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 Option
 Scheme (''the Scheme'') in 2007 for grant of Employee Stock Options (''the
 Options'') to certain employees of the Company and its subsidiaries.
 Accordingly, during the year under review, in view of exercise of the
 Options by the eligible employees of the Company, an aggregate of
 1,03,600 equity shares were issued to them by the Company.
 
 Subsequent to exercise of all the Options under the Scheme, the Scheme
 was concluded.
 
 None of the Non-Executive Directors (including Independent Directors)
 have received 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 Genera Meeting held on
 March 25, 2014 approved the Marico Employee Stock Option Scheme 2014
 (''the Scheme'') for the benefit of the Managing Director & Chief
 Executive Officer (MD & CEO). The objective of this Scheme was to give
 a wealth building dimension to the remuneration structure of the MD &
 CEO. 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. The stock options
 (3,00,000) granted to the MD & CEO by the CGC on April 1, 2014, stand
 increased to 6,00,000 as at March 31, 2016 due to bonus equity shares
 issued by the Company during the year under review (in the ratio of
 1:1) and are vested in the MD & CEO. The stock options vested in the MD
 & CEO constitute 0.05% of the current paid up equity capital of the
 Company as on the date of this Report.
 
 Marico MD CEO Employee Stock Option Plan 2014
 
 At the 26th Annual General Meeting 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 Scheme(s) notified thereunder. Accordingly, no stock options
 were granted to the MD & CEO under the said Scheme for the year under
 review. However, the options granted (46,600) to the MD & CEO on
 January 5, 2015 by the CGC stand increased to 93,200 as at March 31,
 2016 due to bonus equity shares issued by the Company during the year
 under review (in the ratio of 1:1). These stock options constitute
 0.007% of the paid up equity share capital of the Company as on the
 date of this Report.
 
 Marico Employees Stock Appreciation Rights Plan, 2011
 
 At the 27th Annual General Meeting of the Company held on August 5,
 2015, the Members had approved the Marico Stock Appreciation Rights
 Plan, 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 equity 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.
 
 As at March 31, 2016 an aggregate of 50, 67,800 STARs were outstanding
 which constitute about 0.39% of the current paid up equity share
 capital of the Company.
 
 Statutory information on ESOS, STAR and Trust
 
 Disclosure on ESOS, STAR and Trust in terms of Section 62(1)(b) of the
 Act, read with Rule 12(9) of the Companies (Share Capital and
 Debentures) Rules, 2014, Regulation 14 of the SEBI (Share Based
 Employee Regulations) and SEBI Circular dated June 16, 2015 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/Plans is in
 accordance with the erstwhile Securities and Exchange board of India
 (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
 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/Plans.
 
 AUDITORS
 
 Statutory Auditors
 
 The Members, pursuant to the appointment of M/s. Price Waterhouse,
 Chartered Accountants as the statutory auditors of your Company at the
 26th Annual General Meeting of your Company (AGM''), had ratified their
 appointment at the 27th AGM, to hold office from the conclusion thereof
 till the conclusion of the 28th AGM of the Company. Further, as required
 under Regulation 33(1)(d) of the SEBI Regulations, the Auditors have
 confirmed that they hold a valid certificate issued by the Peer Review
 Board of the Institute of Chartered Accountants of India.
 
 The appointment of statutory auditors is approved by the Members up to
 the conclusion of 29th AGM of the Company.
 
 Accordingly, your Directors seek ratification of the appointment of the
 statutory auditors for the financial year 2016-17.
 
 Cost Auditors
 
 M/s. Ashwin Solanki & Associates, Cost Accountants, were appointed as
 the Cost Auditor for the financial year 2015-16 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 Auditor for
 the financial year 2016-17. In terms of the provisions of Section
 148(3) of the Act, 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 year 2016-17 at the 28th AGM.
 
 SECRETARIAL AUDIT
 
 Pursuant to Section 204 of the Act, read with the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
 your Company appointed Dr. K. R. Chandratre, Practising Company
 Secretary, to conduct the secretaria 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 AUDITOR''S REPORT
 
 The Auditor''s Report for the year ended March 31, 2016 does not contain
 any qualification, reservation or adverse remark.
 
 CORPORATE GOVERNANCE
 
 As per the SEBI Regulations, 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 attached
 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 Act, 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 Act, 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 & vision 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 29, 2016                                     Chairman
 
                                                         (00210342)
Source : Dion Global Solutions Limited
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