Marico Annual Report - FY16

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MAKING A

DIFFERENCE
FOR 25 YEARS
A N N U A L R E P O R T 2 0 1 5 - 1 6
Robust Performance
7% 7% 22%
Revenue Volume Growth of revenue from
(Y-o-Y growth) (Y-o-Y growth) International Business

Strong Portfolio
7% 9% 14% 1 Billion
Volume Y-o-Y growth Volume Y-o-Y growth Volume Y-o-Y growth Mark crossed by
in Parachute Coconut in Saffola Edible Oil in the Value Added Oats category within
Oil (Coconut Oil Category (Market Hair Oils Segment 4 years of launch
Market Share - 59%) Share 63%) (Market Share 32%) and is now the most
distributed Oats
brand in the country

Higher Profitability
50.1% 17.7% 17.3% 26%
Gross margins International Operating margins PAT (Y-o-Y growth)
448 bps expansion business operating 215 bps expansion for with a 5 year CAGR
for the year margins in FY16 the year of 19%
Circa 10% expansion
in 3 years

Robust Balance Sheet


`466 45% 21% 0.2
Crores ROCE in FY16 EVA (Y-o-Y growth) Debt/Equity Ratio

Net cash surplus


on books

Higher Shareholder Value

69% 25%
Dividend Payout Ratio Increase in shareholder value
in FY16, increased over the year
from 19% in FY13
Marico Limited is one of India's leading consumer
products companies operating in the beauty and
wellness space. Empowered with freedom and
opportunity, we work to make a dierence to the
lives of all our stakeholders - members, associates,
consumers, investors, and society at large.

In this report
Strategic Statutory Financial
Report Reports Statements
02 The World of Marico 42 Management Discussion 139 Consolidated Financial
08 Consolidated Financial & Analysis Statements
Performance FY16 60 Business Responsibility 194 Standalone Financial
12 Consolidated Quarterly Report Statements
Financials 74 Boards Report
13 Driving Consistent Growth 114 Corporate Governance Report
16 Chairmans Message 250 Notice
20 Managing Director and CEOs 265 Proxy Form
Message 267 Attendance Slip
24 Brand Visibility
30 Sustainability Report Summary
36 Diversity and Inclusion
38 Corporate Information
40 Awards and Accolades
Making a difference for 25 years

The World of Marico

25+ YEARS OF RICH


25+
countries present in
across emerging
markets
25%+
total shareholder return
since listing

EXPERIENCE

Largest 1 out of 1 out of


coconut oil brand
in the world - every 10 every 3
Parachute coconuts grown in India Indians lives are touched
is used by Marico by Marico

18% 26% 10
topline CAGR growth bottomline CAGR growth acquisitions in
since inception since inception 10 years

95% 80% >20,000


of our portfolio enjoys portfolio with consistent population town mostly
market leadership market share gains Y-o-Y covered by Maricos
(No.1 or No.2) distribution network

7.5 Crores 7.5 Crores 4.6 Million


packs sold every households touched retail outlets serviced by
month every month nationwide distribution
network

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We have presence in 25 countries across emerging markets of Asia


and Africa. Marico has nurtured multiple brands in the categories
of hair care, skin care, edible oils, health foods, male grooming, and
fabric care. Marico's India business markets household brands that
add value to the life of 1 in every 3 Indians.
The International business offers unique brands that are localised to fulfil the lifestyle needs of our international
consumers. Marico's sustainable growth story rests on an empowering work culture that encourages our members
to take complete ownership and make a difference to the entire business ecosystem.

Core Values
Our values guide our actions and how we behave in our everyday business. They
have enabled us to create a unique culture at Marico. Our values are the DNA of
our organisation, immersed in every member across hierarchies and geographies.

BOUNDARYLESSNESS Seeking support and influencing others beyond the function and
organisation to achieve a better outcome/decision without diluting
one's accountability.

OPPORTUNITY SEEKING Identifying early opportunity signals in the environment to generate


growth options.

INNOVATION Experimentation and calculated risk taking to increase success


probability of radical/pioneering ideas to get quantum results.

TRANSPARENCY & OPENNESS Allowing diversity of opinion by listening without bias, giving, and
receiving critique, with mutual respect and trust for the other.

CONSUMER CENTRIC Keeping consumer as the focus and a partner in creating and
delivering solutions.

BIAS FOR ACTION Preference for quick thoughtful action as opposed to delayed action
through analysis.

EXCELLENCE Continuous improvement of performance standards and capability


building for sustained long-term success.

GLOBAL OUTLOOK Sensitivity and adaptability to cultural diversity and learning from
different cultures.

3
Making a difference for 25 years

Quality Certifications and Food Safety Systems. Our Manufacturing Plant is


designed in-line with international standards of GMP
Marico adopts stringent Quality Systems, good and Food Safety system. Each batch of final product
Manufacturing Practices and robust Food Safety undergoes stringent testing and complies with all
systems for its products across the value chain. applicable laws and our own high standards of quality
and safety. Our manufacturing units are assessed
All our Foods & Edible Oils units are FSSC 22000 by team of trained assessors on Q-Cert and Marico
certified plant for Food Safety systems including ISO Manufacturing Excellence models.
22000:2005, ISO/TS 22002-1 and additional FSSC
22000 requirements. Our manufacturing plants are also As a part of its journey towards Business Excellence,
ISO 9001, 14000, 18000, 22716 GMP Certified. Each Marico has now adopted the Business Excellence and
of the units has a sophisticated state-of-art analytical has received prestigious awards like IMC Ramakrishna
and testing laboratory, which is certified by NABL Bajaj National Quality Award, The International Asia
(National Accreditation Board for Testing & Calibration Pacific Quality Award and Rajiv Gandhi National Quality
Laboratories). Our Marico Consumer Cell is ISO 10002 Award for some of its manufacturing units and business
certified which emphasises on Quality Management associates.
system for Consumer Response Management process.
Taking the quality journey a step forward to its business
All Raw and Packaging Material goes through stringent associates, the Company has designed and implemented
food safety and quality control checks during the the Warehouse Quality & Safety certification model.
incoming stage. All the material vendors are periodically It encompasses FSSAI schedule IV requirements &
audited for compliance to specifications and Quality ISO22000 compliance.

Global Presence
We strive to make a difference with our presence
in over 25+ countries across emerging markets.

North Africa
& Middle East South
Asia
South
East Asia
South and
Sub-Saharan
Africa

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Domestic Presence: India

1
2

4 3
5 6
7
7
8 9 9
9
10
11
11 15 16
12
14

17
13
22
20 18
21 21 18
18

19
23 25
24 26

28
27
27 29 30
30
30

31
32
33

34 34
35

37 36
41
39 38

40

1 Jammu 10 Ghaziabad 19 Cuttack 28 Bhiwandi 37 Coimbatore Factories


2 Baddi 11 Jaipur 20 Jabalpur 29 Pune 38 Perundurai Depots
3 Parwanoo 12 Lucknow 21 Indore 30 Hyderabad 39 Kanjikode Regional Offices
4 Zirakpur 13 Ranchi 22 Ahmedabad 31 Vijaywada 40 Cochin
Redistribution Centres
5 Chandigarh 14 Patna 23 Paldhi 32 Hubli 41 Port Blair
6 Paonta Sahib 15 Siliguri 24 Jalgaon 33 Goa Consignment Sales Agent
7 Dehradun 16 Guwahati 25 Nagpur 34 Bangalore Head Office
8 Rohtak 17 Agartala 26 Raipur 35 Chennai
9 NCR 18 Kolkata 27 Mumbai 36 Pondicherry

5
Making a difference for 25 years

1971
HARSH MARIWALA, A YOUNG
GRADUATE, JOINS BOMBAY OIL
INDUSTRIES, THE FAMILY BUSINESS.

1974
HARSH ENVISIONS A BRANDED FMCG
MARKET FOR COCONUT AND REFINED
EDIBLE OILS IN SMALL CONSUMER PACKS
AND SETS UP A NATIONAL DISTRIBUTION
NETWORK FOR PARACHUTE.

1980s
THE UBIQUITOUS PARACHUTE
BLUE BOTTLE MAKES ITS FIRST
APPEARANCE IN THE 1980s
HARSHS FIRST INNOVATION.
TRADITIONAL TIN PACKS ARE REPLACED BY
PLASTIC PACKS, PIONEERING AN INDUSTRY
WIDE SHIFT.

2ND APRIL

1990 THE JOURNEY


CALLED MARICO
BEGINS!

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Purpose is
the reason
we exist
PURPOSE STATEMENT

To transform in a sustainable
manner, the lives of those we touch,
by nurturing and empowering them
to maximise their true potential.

Marico is today more than just a business.


We have the responsibility of defining, creating
and distributing value.
Being a principal agent of social change.

Business has a much broader positive impact on among all stakeholders and catalysts creativity,
the world when it is based on a higher purpose that innovation and organisation, commitment.
goes beyond only generating profits and creating
shareholder value. Purpose is a reason a company A firms purpose is the glue that holds the
exists. A compelling sense of higher purpose organisation together, the amniotic fluid that
creates an extraordinary degree of engagement nourishes the life force of the organisation.

7
Making a difference for 25 years

Consolidated Financial Performance FY16

Share of International
Sales & Services (` in Crores) FMCG Business (%)

FY12 3,980 FY12 23


FY13 4,596 FY13 22
FY14 4,687 FY14 25
FY15 5,733 FY15 22
FY16 6,132 FY16 22

EBITDA Margin (%) Net Profit (` in Crores)

FY12 12.2 FY12 317


FY13 13.6 FY13 396
FY14 16.0 FY14 485
FY15 15.2 FY15 573
FY16 17.3 FY16 725

Dividend Declared (%) Cash Profit (` in Crores)

FY12 70 FY12 392


FY13 100 FY13 481
FY14 350 FY14 573
FY15 250 FY15 656
FY16 675 FY16 818

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EVA (` in Crores) Debt/Equity


FY12 199 FY12 0.7
FY13 283 FY13 0.4
FY14 313 FY14 0.5
FY15 407 FY15 0.2
FY16 492 FY16 0.2

Sustainable wealth creation


A rupee invested in Marico at its IPO in May 1996 is worth `117 presently (on March 31, 2016) implying a
compounded annual return of 27%. That same rupee would be worth just `7 if invested in the Sensex implying
a CAGR of 10%. Thus, Marico has outperformed the Sensex by over 17.8x over the past 20 years.

Investment Through Shares Value ( in `) Indexed Value


April 1996 - Original IPO 100 17,500 100
Purchase
August 2002 Bonus (Equity 1:1) 200 - -
September 2002 Bonus (Preference 1:1) 200 - -
May 2004 Bonus (Equity 1:1) 400 - -
February 2007 Share Split (10:1) 4000 - -
December 2015 Bonus (Equity 1:1) 8000 - -
Holdings and Cost as on March 31, 2016 8,000 17,500 100

Return Through Shares Value (in `) Indexed Value


March 31, 2016 Market value 8000 19,60,000 11,200
March 2004 Redemption proceeds of Bonus 200 2,000 11
Preference shares
April 1996 - March 2016 Dividend Received*# 83,899 479
Gross Returns 20,45,899 11,691

Compound Annual Return since IPO 27% 27%

* Dividends are inclusive of those received on Bonus Preference Shares


# Subject to taxes as applicable

9
Making a difference for 25 years

1991
MARICO LEADERSHIP
CO-CREATES ITS FIRST CORPORATE
MISSION AND VALUES DOCUMENT
- THE 3PS OF MARICO PEOPLE,
PRODUCTS, PROFITS.
THE COMPANY ARTICULATES A COMMON CULTURE
RIGHT FROM THE START TO ARTICULATE WHO THEY
WERE AND WHAT VALUES DID THEY STAND FOR.

MARICO
DIVERSIFIES
199294
SETS UP ITS
FIRST OVERSEAS
OFFICE IN DUBAI.

1996
MARICO LISTS ON
THE INDIAN STOCK
EXCHANGE.
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A global Today, we operate in 25 countries and have operations in Middle East,


South Africa, North Africa, Sub-Sahara Region, Bangladesh and South East

outlook Asia. All these countries have very different ethnic population. Our core value
of Global Outlook encourages Mariconians to be sensitive and adaptable
to cultural diversity and learn from different cultures. Today, 39% of our
workforce comprises non-Indians and represents 9 nationalities.

25+
countries
Operations in Middle East,
South Africa, North Africa,
Sub-Sahara Region, Bangladesh
and South East Asia

11
Making a difference for 25 years

Consolidated Quarterly Financials


2015-16 (` Crores)

Particulars Three Month Ended Annual

Q1 Q2 Q3 Q4
Apr-Jun 15 Jul-Sep 15 Oct-Dec 15 Jan-Mar 16 FY16
Total Revenue 1,814.9 1,499.6 1,573.4 1,334.6 6,225.4
Total Expenditure 1,457.9 1,255.7 1,262.6 1,090.4 5,069.6
Finance Charges 4.4 3.6 5.6 6.7 20.3
Gross profit after Finance Charges but 352.6 240.3 305.2 237.5 1,135.6
before Depreciation and Taxation
Depreciation and Amortisation 20.6 23.9 24.7 32.6 101.8
Profit before Taxation and Exceptional Item 332.0 216.4 280.5 204.9 1,033.8
Exceptional Item - - - - -
Profit before Tax 332.0 216.4 280.5 204.9 1,033.8
Minority Interest and Goodwill on 3.7 3.3 2.7 2.1 11.8
consolidation
Profit before Tax after minority interest & 328.3 213.1 277.8 202.8 1,021.9
goodwill
Tax Expense (net of MAT credit entitlement) 90.4 62.4 80.0 64.4 297.1
Profit after Tax 237.8 150.7 197.8 138.4 724.8
Equity Share Capital 64.5 64.5 129.0 129.0 129.0
Earning per Share - (`) 1.8 1.2 1.5 1.1 5.6

2014-15 (` Crores)
Particulars Three Month Ended Annual
Q1 Q2 Q3 Q4
Apr-Jun 14 Jul-Sep 14 Oct-Dec 14 Jan-Mar 15 FY15
Total Revenue 1,641.5 1,442.9 1,462.5 1,245.0 5,791.9
Total Expenditure 1,356.5 1,235.9 1,215.5 1,055.0 4,862.9
Finance Charges 7.0 5.1 5.2 5.6 23.0
Gross profit after Finance Charges but 277.9 201.8 241.9 184.4 906.0
before Depreciation and Taxation
Depreciation and Amortisation 20.4 20.5 23.5 20.0 84.3
Profit before Taxation and Exceptional Item 257.6 181.3 218.4 164.4 821.7
Exceptional Item - - - - -
Profit before Tax 257.6 181.3 218.4 164.4 821.7
Minority Interest and Goodwill on 4.4 3.1 2.3 1.6 11.4
consolidation
Profit before Tax after minority interest & 253.1 178.2 216.1 162.8 810.2
goodwill
Tax Expense (net of MAT credit entitlement) 67.8 59.9 56.2 52.8 236.8
Profit after Tax 185.3 118.3 159.9 110.0 573.5
Equity Share Capital 64.5 64.5 64.5 64.5 64.5
Earning per Share - (`) 1.4 0.9 1.2 0.9 4.5

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Driving Consistent Growth


By 2020, Marico aspires to be an admired emerging market MNC with
leadership in two core categories of nourishment and male styling
in two continents Asia and Africa. Marico plans to achieve this
aspiration by seeking to win amongst consumers, trade and talent.

Towards this goal of 2020, the Company has identified will be executed synergistically under the One Marico
5 areas of Transformation where it will develop top umbrella. As the Company scales up, it has to maintain
quartile capability, processes and execution excellence. a delicate balance between an entrepreneurial way of
They are Innovation, Go To Market Transformation, working while continuing to strengthen governance
Talent Value Proposition, IT & Analytics and Cost and processes. The Companys focus will be on creating
Management. winning brands, winning culture and a winning talent
pool to create a virtuous cycle of great talent and an
The Companys philosophy of developing capability enabling culture of driving innovation driven growth.
ahead of growth to drive a sustainable business
model across both Indian and International markets

13
Making a difference for 25 years

1999THREAT FROM AN INTERNATIONAL GIANT SPURS THE


COMPANY TO DEFEND ITS TURF. MARICO TRIUMPHS AND
FORTIFIES ITS PLACE IN CONSUMERS HEARTS.

MARICO VENTURES INTO SKIN CARE


2002
SOLUTIONS WITH KAYA- INDIAS
FIRST- EVER-UNISEX TOP-OF-THE-
LINE DERMATOLOGY LED CLINICS.

MARICO TRULY
MAKES A
DIFFERENCE
SETS UP MARICO INNOVATION FOUNDATION.
2003
TRANSFORMS
THE LIVES OF ITS
STAKEHOLDERS.
ESTABLISHES COPRA COLLECTION CENTERS TO
PROCURE DIRECTLY FROM FARMERS AND STARTS
TRAINING THEM ON BEST FARMING PRACTICES.
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Marico Innovation
Foundation recognises
the most breakthrough
Indian Innovations
Marico Innovation Foundation is a not-for-profit organisation working
towards the cause of innovation since 2003. The Foundation creates
impact through its four core programs:
MIF Scale-up program works closely with innovative social organisations
which are driven to achieve large scale impact. We diagnose the
challenges, implement prototype solutions and integrate successful
solutions into the business offering of the organisation.
MIF is presently working with 8 organisations across 6 sectors in India.
MIF Innovation Awards celebrate the most breakthrough Indian innovations
that hold the potential to have a large scale impact. 49 breakthrough
innovations have been recognised in the last 10 years.
We have also created a platform called hack2incubate designed to
inspire innovations and incubate them into successful businesses.

Marico provides
support to
thousands of farmers
Collection centres were initiated by Marico in 2003 to procure copra directly
from Farmers & Converters in Tamil Nadu and Kerala. These centres not only
provide supply assurance to the Company but also a number of benefits
to the farmers such as: Fair Pricing and Buying Assurance irrespective of
market conditions.

There are 27 collection centres in Kerala & Tamil Nadu benefitting over
5,000 farmers. Marico is engaged with the Coconut Development Board
in 16 clusters benefitting 4,000+ farmers. In order to develop long-term
sustainable farming source, Marico endeavours to train farmers on best
farming practices. Marico has trained approximately 1,200 farmers
towards model farm practices.

Marico has entered into a Public Private Partnership arrangement with


Government of Maharashtra wherein the Company has covered 1,250
acres of Safflower area and 575 small and marginal farmers.

15
Making a difference for 25 years

Chairmans Message

Dear Shareholders,
It gives me immense pleasure in presenting
to you the 28th Annual Report of the
Company on this landmark silver jubilee year
for Marico Limited. Over the last 25 years,
we have run the business ably and efficiently
using our three key assets - brand, talent,
and culture to deliver sustainable business
and earnings growth, thereby creating
long-term value for our shareholders.
Harsh Mariwala

My vision for the future is to continue to


strive hard to fulfil Maricos potential and road map ensuring highest levels of
contribute to the growth of the worlds corporate governance at all times. I
also lead the efforts as a member of
largest democratic nation, economically, the Board to improve the collective
socially and sustainably. functioning of the Board. I am also
actively involved in the Companys
Corporate Social Responsibility (CSR)
initiatives.
The year under review was no
exception with healthy volume and My vision for the future is to continue
profit growth. Mr. Saugata Gupta, to strive hard to fulfil Maricos potential
Managing Director (MD) & CEO of your and contribute to the growth of the
Company continues to run the day- worlds largest democratic nation,
to-day operations of the Company economically, socially and sustainably.
and steer it towards its medium-term We continue to work with our
aspiration of becoming a significant stakeholders to support Indias
emerging markets multinational solid growth.
company. I continue to act as the
Non-Executive Chairman of the Board, Indias economy is in the midst of
mentoring and advising the MD for a recovery with lower fiscal and
your Companys strategy and future current account deficit, lower inflation

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in a poll conducted by Asiamoney and


was also recognised for Excellence in
Corporate Governance by the Institute
of Company Secretaries of India.
I firmly believe that the Business of Business
is beyond Business and therefore I would like I firmly believe that the Business of
to re-affirm our commitment to innovation and Business is beyond Business and
therefore I would like to re-affirm
purpose-inspired growth which maximises the our commitment to innovation and
potential of all stakeholders it deals with. purpose-inspired growth which
maximises the potential of all
stakeholders it deals with.

Before I conclude, I would like to


thank your Companys employees,
whom we call members and all other
and benign commodity prices. Our closely with its ecosystem to create a stakeholders for their consistent
countrys growth seems poised to sustainable and inclusive growth for commitment, engagement, support,
return to a high-growth path. India has all. During the year, your Company and encouragement in our journey. We
continued to perform amidst global remained committed to this purpose will continue to seek our shareholders
turmoil and delivered 7.6% GDP for with various initiatives. Maricos participation and support, as we
2015-16. There is a near-term concern brands play a very crucial role in the extend our footprint to create new
due to the drought situation in most Companys CSR efforts. Nihar Shanti pathways to progress and tap
part of the country. However, with Amla, a hair oil brand contributes impending strategic investment
prospects of a better than average towards girl child education initiatives. opportunities.
monsoon, it is likely to have a positive Saffolalife, an initiative supported
effect on consumption in the medium by Saffola, works towards creating With warm regards,
term. These are exciting times for awareness on women heart health in
your Company as it looks to expand India. Marico Innovation Foundation
its business in India. While some of (MIF) is a not-for-profit subsidiary of
the overseas geographies where your your Company. It was incorporated to
Company has operations witnessed accelerate the innovation journey in
difficult times last year, the medium the country. MIF works with various Harsh Mariwala
term prospects look better. I am social enterprises through the Social Chairman
confident that the executive leadership Innovation Acceleration Program
team ably led by your MD is well placed (SIAP) with the objective of providing
to deliver long-term sustainable customised capacity building support
profitable growth of your Company to various innovative organisations.
and in the process, work towards MIF also leverages student teams from
shareholder value maximisation. leading management institutes to
help these social organisations with
Going beyond the economic returns, research (primary and secondary) and
your Company believes that social, critical inputs on their businesses. The
environmental, and economic values Directors Report carries a detailed
are interlinked and we belong to an update on these initiatives.
Interdependent Ecosystem comprising
Shareholders, Consumers, Associates, Your Companys efforts to achieve and
Employees, Government, Environment sustain highest standards of corporate
and Society. Our stated purpose is governance were duly recognised
to Make a Difference by ensuring a during the year. Your Company won
positive impact of our existence on the Best Domestic Company for
all stakeholders. A firm has to work Corporate Governance across sectors

17
Making a difference for 25 years

MARICO GIVES
ITS BRAND A
PURPOSE. SAFFOLA TAKES ON HEALTH

2005
AS ITS CORE PURPOSE AND
INTRODUCES SAFFOLALIFE
- A NOT FOR PROFIT INITIATIVE.
TO DRIVE PREVENTIVE HEALTH
CARE THROUGH MASS SCALE
AWARENESS CAMPAIGNS & DIAGNOSIS
OF HEART HEALTH PROBLEMS.

MARICO TAKES
THE ACQUISITION
ROUTE.
2006
07
ACQUIRES NIHAR
IN INDIA, FIANCE
& HAIR CODE IN
EGYPT AND CAIVIL,
BLACK CHIC &
HERCULES IN
SOUTH AFRICA.

2009
MARICO MAKES A PUBLIC
OFFERING OF EQUITY IN
BANGLADESH A FIRST FOR ITS
OVERSEAS SUBSIDIARIES.
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Heart
healthy
India!
Saffolalife
Saffolas vision is to create a Heart Healthy India! 2,00,000+
people
Through its not for profit initiative Saffolalife, it is
on a mission to make people realise the need and
importance of heart health by educating them on
early markers of heart health and enabling them impacted by large scale mass
to start on this journey in a manner that is simple, media awareness programs
effective yet measurable.

Over the years, Saffola has reached out to In 2014, Saffola undertook the task of driving
Millions across the country via large scale mass awareness of Womens heart health.
media awareness programs, and helped over
2,00,000 people over 90 cities with diagnostic In 2015, the brand stayed committed to the
check-ups, dietician services, Heart Age Finder cause of Womens Heart Health through
tool and Heart Fitness Test. Over 46,000 Heart its campaign Protect her Heart. Saffolalife
Fitness Tests have been taken till date. launched one of its kind Heart Fitness Test that
helps people assess their Heart Health on the
basis of their Fitness Parameters.

46,000+
Heart Fitness
tests
have been taken till date

19
Making a difference for 25 years

Managing Director and CEOs Message

Dear Shareholders,
It gives me great pleasure to share with you
an update on the overall performance of your
Company during FY16. This year has been a year
of consolidation & investments for the future.
During the year, I, along with my team, worked
relentlessly on building long-term capability for
a sustainable journey of profitable growth.

Saugata Gupta

Your management believes that sustainability


has to be at the core of whatever we do. During
the year, your Company continued to work on During the year, your Companys
India business grew by 7% with an
various sustainability initiatives. underlying volume growth of 7%. We
continued to expand our franchise

26%
We have always believed in striving for faster than the category growths,
the best and playing a proactive role in reflecting the strong equity of our
defining the industrys next-practices. brands. In fact, more than 80% of our
growth in consolidated We strongly believe as long as we portfolio gained share during the year
profit after tax focus on building capability ahead of which is commendable as we already
compared to last year. growth, results will follow. are market leaders in 90% of our
portfolio. The India business improved
While the macro environment in India operating margins to 21.6% led by
and overseas geographies remained softer input costs.
subdued during FY16, your Company
delivered reasonably good growth in The international business grew by
line with its strategy. The consolidated 4% in constant currency terms while
top line grew 7% on the back of an sustaining operating margins at
underlying volume growth of 7%. 18% which structurally shifted from
The consolidated profit after tax grew 8-9% three years ago. International
strongly by 26% compared to last year. business growth potential looks

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encouraging with strategic The international drought conditions create stress


investments planned in core markets business grew by on consumption. However, with

4%
of Bangladesh, Vietnam, Middle East prospects of a good monsoon and
North Africa (MENA) and South Africa good economic growth we believe
coupled with the expansion in adjacent consumption will pick up later during
markets of South Asia, Indo China in constant currency the year. We remain confident of
region and East Africa. terms while sustaining delivering improved volume growth
operating margins at in India and a double digit constant
Your management believes that
18%
currency growth in International.
sustainability has to be at the core
of whatever we do. During the year, Over the medium-term, your
which structurally
your Company continued to work on Company aspires to be a leading
shifted from 8-9% three
various sustainability initiatives in emerging market multinational
years ago.
the areas of energy management, with leadership position in two core
water management, farm productivity categories of nourishment and male
improvement etc. styling in two continents of Asia and
Africa. Your Company has already
initiated definitive steps to meet
this aspiration by seeking to win
Diversity is also one of the catalysts that support amongst consumers, trade and talent.
sustainability. Your Company has been consciously Towards this goal, the Company will
encouraging gender diversity, especially in continue to step up efforts in its five
areas of Transformation where it will
leadership roles in consumer facing functions. develop top quartile capability and
processes. They are Innovation, Go To
Market transformation, Talent Value
Proposition, IT & Analytics and Value
Management. While driving growth,
Brands with a purpose also drive your Company was ranked No. 3 in we will also continue to retain our
long-term sustainability. Three lead the FMCG industry in the 2015 Great focus on best-in-class governance and
brands - Nihar Naturals, Nihar Shanti Places to Work Study in India. risk management.
Amla and Saffola were instrumental
in these efforts. Saffolalifes heart Over the last few years we have I am proud to be leading your Company
health campaigns for women, Nihar significantly increased our investment as we complete 25 years of operations
Shanti Amlas child education efforts in R&D in order to drive cutting edge which is truly a momentous landmark
(Chote Kadam Pragati ki Aur) and research, product development and for us. It has been a wonderful journey
Nihar Naturals woman empowerment clinical studies to create innovative so far and I truly believe that the best
campaign (I am capable) took up and efficacious products for the is yet to come. Your team is committed
socially relevant causes during the consumer. We have a dedicated team to deliver and build further momentum
year. of 92 members in R&D, 40% of whom on our consistent track record of
hold a masters degree and above. sustainable profitable growth.
Your Company has taken definitive They are working in various streams
steps in creating an enabling of Advanced Technology, Product With warm regards,
environment to promote diversity. I am Development, Packaging, Quality,
happy to inform you that 29% of our Clinical Studies and Nutrition. A similar
leadership talent in consumer facing increase in focussed investments
functions of Technology and Marketing have also been directed towards our
are women. We are also actively IT and digital initiatives to make the
promoting multi-cultural diversity in organisation future ready.
our overseas units and driving higher The year FY17 has started with
mix of millennials in our managerial a sense of cautious optimism. Saugata Gupta
talent. You will be glad to know that While macros are stable, severe Managing Director and CEO

21
Making a difference for 25 years

MARICO VENTURES
INTO SOUTH EAST
2010 ASIA

-11
JOURNEY COMMENCES WITH CODE 10 MALE GROOMING
PRODUCTS IN MALAYSIA AND DERMA RX SKIN CARE
SOLUTIONS IN SINGAPORE. ACQUIRES A MAJORITY STAKE
IN INTERNATIONAL CONSUMER PRODUCTS CORPORATION-
GRABS A STRONG HOLD OVER VIETNAMS MALE
GROOMING, PERSONAL CARE AND COSMETICS SECTOR.

2011 PARACHUTING INTO SKIN MARICO COOKS


CARE- MARICO ENTERS THE UP A BRAND NEW
SKINCARE MARKET WITH BREAKFAST- THE FIRST
PARACHUTE ADVANSED TO LAUNCH SAVOURY
BODY LOTION, A FIRST-OF- OATS IN THE WORLD
ITS-KIND COCONUT BASED WITH SAFFOLA
MOISTURIZER LOTION. MASALA OATS.

MARICO BRANDS
A CAUSE
2011
NIHAR SHANTI
AMLA ESTABLISHES
EDUCATION AS
ITS PURPOSE AND
UNDERTAKES

-12
VARIOUS INITIATIVES
CONTRIBUTING TO
CHILDRENS EDUCATION.
STARTS OFF BY
CONTRIBUTING 2% OF
ITS SALES DEDICATED
TO THE CAUSE.

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Nihar reaches out to


over 2 Lac children in
a span of 4 years
Nihar Shanti Amla had established education as a purpose of the
brand. Its initiatives have been able to make a difference in the lives
of over 1,13,294 children across 15 states including Uttar Pradesh,
Madhya Pradesh, Rajasthan and others touching around 25 to 30
villages within these geographies till 2014. It also Introduced a first-
of-its-kind mobile phone based tutorial, Angrezi Mobile Paathshaala
(English Mobile Schools), to train interested callers on basic words
in English and has received over 16.2 Lac unique callers till date.

Nihar Shanti Amla, has 2015 onwards, collaborated with 3 new


partners, Sesame Workshop in India (SWI) in Uttar Pradesh,
Educate girls in Rajasthan & Going to School (GTS) in Bihar. The
brand collaborated with Sesame Workshop in India (SWI) to launch
its new initiative Learn.Play.Grow. The intervention has been
proposed across 3,800 Anganwadi Centres (AWCs) in Shahjahanpur,
Farukkabad and Kannauj districts of Uttar Pradesh, reaching
approximately 70,000 children and their caregivers. With Educate
girls in Rajasthan, it has impacted the lives of 1,31,835 children
and in Bihar, with GTS 20,452 children since 2015.

Launched in September 2012, this


initiative is currently in its 4th 1,31,835
year. Nihar Shanti started off by
contributing 2% of its sales towards
children
in Rajasthan have
childrens education. Today, 5% of its benefitted from
profits are dedicated to this cause. the Educate Girls
initiative since 2015

23
Making a difference for 25 years

Brand Visibility
Indian
Brands
Set Wet - Sada Sexy Raho
Acknowledging the change in the
socio-cultural context of young men
today, the brand too sought to do a
makeover to continue being relevant
to the target audience in todays day
and age rather than follow codes
set in a different time and era when
the brand was launched. The brand
acknowledged the emergence of a new
woman and the need for young men to
step up their game by taking an active
effort to show what is good and great Nihar #I am Capable
in them Hence the coinage Sada
Sexy Raho.
education. We have stayed on this Saffolalife - Leading the cause of
The hugely successful campaign Look good and do good premise for Womens Heart Health
catapulted a de-growing category four years now and it is paying rich Saffolas vision is to create a Heart
into growth with a turnaround of 29 dividends. Healthy India and it has been
percentage points. In the process committed to the cause of educating
we also grew our share from 33.3% Nihar #I am Capable and inspiring people on the importance
to 46.4% (corresponding 12 Month This year the Nihar Naturals launched of taking care of their heart. The Brand
period). a campaign in the East to address has led many initiatives consistently
societys judgement of the capability of over the last decade, to drive this
On the back of this hugely successful a woman based on how she looks. The cause.
repositioning, the brand has re- campaign called Nihar #IamCapable
launched the deodorants portfolio had three legs first of which was a In 2015, Saffolalife drove the cause
on the same positioning. We roped in television commercial, the next leg was of Womens Heart Health, which is
Ranveer Singh on the brand. The initial the release of a video, and the third leg a highly unaddressed issue in India.
indicators are very positive with the was a PR event. Through the campaign The Brand led a campaign to educate
brand share moving up from 2.1 to the brand engaged with thousands of
3.7% within a span of two months consumers who called back with their
of the launch. personal stories leading to a significant
increase in both business and imagery
Nihar - Dikho Khoobsurat, Karo parameters for the brand. The PR leg
Khoobsurat which was implemented only in the
Nihar Naturals Shanti Amla, one of state of West Bengal earned the brand
the fastest growing hair oil brands free coverage of `9.3 Crores and 430
in the countrys latest campaign - Million impressions. Nihar Naturals is
Dikho Khoobsurat, Karo Khoobsurat currently the largest hair oil brand in
is in tandem with its long-term the East and has now consolidated
commitment to furthering childrens this position on the back of the
education in the country. The #IamCapable campaign.
campaign captures the essence of
our brand purpose of giving you
fantastic looking healthy black hair,
Saffolalife Protect her Heart
while furthering the cause of childrens

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Saffola Masala Oats


Chefs Choice Range
Saffola Masala Oats, pioneer of the
flavoured oats category in India,
was launched as a tasty breakfast
option with the goodness of Oats.
However, we realised that there was
an even bigger opportunity in the
evening snacks occasion and started
developing flavours that consumers
crave for during the evening snack
occasion. With that came the launch
of the two new International flavours
from Saffola Masala Oats i.e. Chinese
and Italian developed in collaboration
with leading Indian celebrity chef Kunal
Saffola Masala Oats Chefs Choice Range
Kapur. The flavours were launched as
part of the new Chefs Choice range
from Saffola Masala Oats.
consumers on early markers of heart category. In 2015, the Brand devised
health, by driving connect between the strategy to leverage portfolio The launch of the new flavours was
ones Fitness levels and its impact on play in Saffola Oils, in order to drive supported with a complete 360
heart health. Saffolalife also devised a relevance amongst different consumer degree campaign. The intent of the
unique Heart Fitness Test, a consumer sets. We positioned Saffola Active communication was to improve the
friendly online assessment tool that on the benefit of Fitness as it is one taste perception of Oats so as to
used simple fitness attributes as of the early markers of ones Heart bring in new trials to the category. TV
inputs to indicate heart risk as output, Health and drove it as the choice for and Radio was used to bring out the
and thereby enabled easy assessment young proactively health conscious concept of craving and highlight the
of heart health to drive the campaign consumers. fact that Chef Kunal Kapur had created
objective. the range of savoury Oats. Digital
A robust brand, media and distribution medium was used to build expertise,
The campaign saw, improved scores strategy was implemented for Saffola take up the taste codes and promote
on the core Brand Imagery of Good Active. It became the face of the new recipes created by our panel of
for Heart with scores moving from Saffola Oil portfolio and successfully expert chefs and bloggers. Online
83 to 92 and scores on Genuinely drove relevance amongst the health food influencers were targeted and
cares about peoples heart health also conscious consumers, through its we conducted a launch event with top
saw an increase from 80 to 87. Brand proposition of - Not just less oil, but food bloggers. The new Chef Choice
imagery scores on key parameter of the right oil, which was substantiated flavours now contribute around 30% to
Helps keep weight under control through the Claim of Helps reduce the single serve volumes of the brand
improved from 75 to 82 during the Absorption of Fat in Food. within four months of launch.
same period. 46,000 Heart Fitness Saffola Active has jump-shifted the
Tests taken so far on the Saffolalife household growth for Saffola by Saffola Fit Foodie
Website. bringing in new consumers to the Saffola Fit Foodie aims to resolve
brand who are looking for proactive the age old dilemma that all of us
Saffola Active - Driving Brand Heart Care. With the implementation of face between eating healthy and
Relevance among the Proactively this strategy, the Saffola oils franchise eating tasty. That is why Saffola Fit
Health Conscious consumers saw a growth turnaround from 3% in Foodie was launched as a one-stop
Saffola has been the foremost name in H1 to 13% in H2. destination for healthy yet tasty
heart healthy oils in India. The recent recipes. Saffola Fit Foodie curates
Brand Equity survey reported Saffola healthy recipes created by our
as No 1 Trusted brand in the Edible Oil celebrity chefs Kunal Kapur, Shipra

25
Making a difference for 25 years

Khanna, Saransh Goila and leading


food bloggers of the country like
Archana Doshi and Neha Mathur.
All the recipes are healthier than
the normal recipes on other recipe
sites and certified so by the Fit
Foodie meter, an unique meter
developed by Saffola in association
with and endorsed by Indian Dietetic
Association. The Fit Foodie meter
simplifies nutrition and health in food
by converting what otherwise means
looking at a complex nutritional chart
into a simple yet single composite
score. The higher the score of Fit
Foodie meter, the healthier the recipe.
Fit Foodie has many innovative
features. Send the Recipe to
WhatsApp is a new concept which
we introduced through which the
consumers of the content can send
the recipe they are browsing on their
mobile phone along with a picture,
making it even more easier to access
the recipe in their kitchens while
cooking.
Parachute Advansed #KhulKeKheloHoli
Results
More than 2 Million visits on the
website since April 2015.
Parachute Advansed
3 minutes of average time spent #KhulKeKheloHoli campaign
on the site versus competition Parachute Advansed launched
site having 2.4 minutes. the #KhulKeKheloHoli. The brand Making the emotional story come alive
leveraged the long standing in addition to television advertisement
200K + Facebook fans with high association of oiling before Holi for was a long format digital film that
interaction to the posts. damage free great hair and took garnered 6.5 Million views. The
it a step further by encouraging campaign supported by outdoor,
More than 50,000 actual shares of consumers to relive the original spirit mobile, on ground and e-commerce
recipes through WhatsApp, Email of Holi and enjoy the festival to its activations has been one of our most
& Print. fullest fervour. talked about campaigns.

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International
Brands
Parachute Advansed Body Lotion
Bangladesh
Parachute Advansed Body Lotion
(PABL) capitalised on the existing
brand equity of the mother brand,
to gain entry into the right outlets
before the winter season, and ensured
visibility throughout season with
displays and point-of-sales materials.

Differentiation with goodness of


Coconut Milk was established through
PR. Pop-up ads were aired in most
popular TV shows, such as cooking
shows and cartoons. It was also
present through Press Ads in leading
X Men for Boss 100 Million Idea
national dailies to create news of
its entry in market and to drive
awareness.
Hercules Smart School Campaign installation of a fully stocked, metal
The brand ended the year with - South Africa branded first aid kit, which was placed
overachieved business results, both in Marico South Africa launched the in strategic areas within the premises.
Volume and Net Revenue. HERCULES Hygiene and First Aid Another element of the campaign was
Awareness Campaign in 2015. the competition where the schools
X Men for Boss 100 Million Idea HERCULES reached out to 50 could win a laptop, an essential tool
campaign - Vietnam schools in 2 townships within major today in terms of research for school
Capturing the big insight of metropolitan areas. The primary projects and sourcing information from
Vietnamese young men who want a objective was not only to create the global arena.
fast track to success by starting their brand awareness, promoting early
business, X-Men for Boss implemented engagement with the brand but to The campaign was a success resulting
the Empower the future Boss also educate and empower school in HERCULES interacting with
activation in June-July 2015. The learners in previously disadvantaged 32,308 learners (plus the teachers
contestants had to go through communities on health and wellbeing. and parents) over the set period. In
3 rounds: submit their business This was also a huge opportunity for total thus far, Hercules has reached
ideas, join the training from experts. Marico South Africa to give back to 1,20,000 learners (plus teachers and
the community by supplying these parents) in 160 schools across
This activation really became the hot schools with much-needed materials 3 provinces.
topic of the town among the youth and supplies such as educational
and also gained good impact on posters, leaflets, frisbees and water.
business and total Boss range A significant contribution to these
grew 75%. schools was the donation and

27
Making a difference for 25 years

2012
MARICOS SUSTAINED
GAINS IN HAIR OILS TAKE
IT TO NO. 1 POSITION.
INDIAS GEN NEXT GETS STYLED BY
MARICO- LEADING BRANDS LIVON,
SET WET AND ZATAK ARE ACQUIRED
BY MARICO.

2013
KAYA SKIN CARE BUSINESS DEMERGED
FROM MARICO - ESTABLISHES ITSELF
AS A SEPARATE ENTITY.

2014
MARICO GROUP
TURNOVER CROSSES
` 5,000 CRORES.

MARICO
BECOMES
FUTURE
READY. 2014
-15
MARICO BECOMES FUTURE READY
PREPARES ITSELF TO MOVE INTO THE
NEXT ORBIT OF GROWTH WITH 5 AREAS
OF TRANSFORMATION: INNOVATION,
GO-TO-MARKET (GTM), TALENT VALUE
PROPOSITION, IT & ANALYTICS AND COST
MANAGEMENT.

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Our mission is to build a winning organisation that


will be an Emerging market MNC with leadership
position in Natural nourishment and Male grooming
in 5 markets with revenues of `100 Billion with India
continuing to be a strong home market.
Over the next five years, Marico will take definitive steps to become an emerging market
MNC by seeking to win amongst consumers, trade and talent. The Companys philosophy
of developing capability ahead of growth to drive a sustainable business model across both
Indian and International markets will be executed synergistically under the One Marico
umbrella. The Companys focus will be on creating winning brands, winning culture and a
winning talent pool to create a virtuous cycle of great talent and an enabling culture driving
innovation driven growth. Towards this, Marico has identified 5 areas of Transformation
where it will develop top quartile capability and processes.

29
Making a difference for 25 years

Sustainability Report
Summary

Marico believes that it Sustainable Profitable Growth goes hand in hand with
the sustainable progress of the entire ecosystem.
belongs to an interdependent The pursuit of profits is not at odds with the pursuit
of Purpose: It is the pursuit of a purpose that helps
ecosystem comprising realise the true potential of all participants of the

Shareholders, Consumers, ecosystem. Marico endeavours to be a purpose-


focussed organisation, which achieves sustainable
Associates, Employees, profitable growth by making a difference to the other
members of its environment by enabling them to
Environment, and Society. realise their true potential.

Safflower farms

Our comprehensive stakeholder engagement program Sustainability focus


facilitates a good understanding of the Companys key  e have formalised focus areas under the themes of
W
thrust areas from stakeholders perspective. We constantly Climate Change, Resource Optimisation, and Corporate
evaluate the sustainability considerations across our Citizenship. At present, we are implementing projects in
product life cycle and strive to reduce Green House Gas the realm of energy efficiency, renewable energy, water
emissions, improve energy efficiency, adopt sustainable positivity, recycling and reuse of materials, sustainable
procurement practices, and employ renewable energy procurement, societal wellbeing, skill development &
sources while reducing waste generation in our operations. employability, education of underprivileged children and
creating sustainability awareness. A tracking mechanism for
sustainability performance is developed and review system
is being established. The FY17 measurements will be used
for setting up long-term Sustainability Goals at Marico.

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1. Sustainable Procurement
Sustainable supply assurance is at the heart of Maricos area. Overall, 110 clusters were formed from FY08 to
Procurement Excellence Framework. As a part of our FY14 and 121 CPS were formed in FY15 to FY16. These
business initiatives, we have been able to forge strong efforts influenced the lives of 7,700 farmers covering
and long-lasting relationships with farmers under the more than 6,700 acres.
Farmer First program.

120 farmers
Spread across 368 Acres of land have adopted the
suggested practices with regular monitoring and
guidance by Marico personnel
a. Coconut cultivation

1. Package of Practices: Marico has set up a team to


understand the best practices for Coconut farming
through learning programs with universities & on-field
experiments. The information collected is converted
into a Package of practice manual, which is circulated to
farmers. Exclusive training programs are designed for
the farmers accordingly.

Trained 3,000 farmers with total area of 6,000 acres.

Distributed around 2,200 hybrid coconut saplings to


the coconut farmers (free of cost) in Karnataka, Tamil Farmer camps, Kerala
Nadu, Andhra Pradesh and Kerala so that farmers can
experience the high productivity of hybrids.

Impact: 120 farmers spread across 368 acres


of land have adopted the suggested practices
with regular monitoring and guidance of Marico
personnel. Early adopters who started in August
2015 have shown 20% cumulative productivity b. Safflower productivity development
increase in the months from January-April.
Marico has been instrumental in developing Safflower
2. Partnering with Government: Marico is working with production as well as productivity in India. Multiple initiatives
the Government of Kerala as part of their Keragramam have been undertaken in past 10 years to arrest decline of
Project initiative in Kavannur Panchayath, Malappuram. crop and develop Safflower as a profitable option for Rabi
We have partnered with the agricultural departments in season. We are making efforts towards bringing in new
the state for training farmers and setting up 12 Model technological solutions to farmers and improve productivity
Farms across Kerala. These Model Farms aim to educate of Safflower in farmers fields.
and demonstrate benefits of scientific farming and pest
management practices. Agri-extension program has touched upon 5 states, 40+
districts, 3,200+ safflower growing villages and 63,000+
3. Collaboration with Coconut board of India: Maricos farmers over the past few years.
Copra collection centre in Malappuram district partnered
actively with the Coconut Development Board for rollout Key initiatives
and execution of the CPS (Coconut Producers Society)
program. As a part of the program, the collection 1. Seed Multiplication Program
centre will be leveraging its reach to the farmers Quality of seed is the most important controllable
to form clusters in order to avail benefits from the variable for improving yields of Safflower crop.
Government of India. This initiative has brought about Safflower crop, by virtue of being a minor crop, has not
a transformation in the lives of coconut farmers in that attracted investment or interest from many private/

31
Making a difference for 25 years

5 states, 3,200+
safflower growing
villages and
63,000+ farmers
touched by the Agri-extension program

Mr. Jubail, Farm Manager Anakayam farm, Government of Kerala Interacting


with farmers as part of training For instance, this year we did experiment plots with Biostat
(a soil amendment technique). Application of this technique
increases yield by improving the capacity of soil to retain
public seed companies. Marico works with private seed nutrients. We were able to observe yield increase to the
companies by contributing money and human resources tune of 66% on aggregate levels.
in production, grading, and sale of quality seeds to
safflower farmers. As a result of this intervention, we
have been able to improve seed replacement rate to 2. Efficient Manufacturing
31% from 0.07%. The higher seed replacement has Optimising the resource consumption and improving
resulted in 2% increase in oil content from 29.5% in operational efficiency has always been a priority
FY12 to 30.15% in FY16. Since, oil remains the major for all our manufacturing locations. Most of our
input for which all oilseeds are grown, any increase in oil manufacturing locations are certified as per ISO:14001
percentage leads to increase in incomes of the farmers. Environment Management System. Our largest
manufacturing plant in Baddi has been certified as per
2. Pre-Sowing Training Classes (PSTC) ISO: 50001 Energy Management System.
Marico team regularly conducts PSTC classes wherein
we disseminate information on the best practices of Marico has won several awards in Green manufacturing
growing Safflower, relevant to the area where farmers such as CII Water Conservation Award, CII Energy
operate. Select influential and progressive farmers are Conservation Award, Greentech Environment Excellence
shortlisted for the classes to help popularise these Award, National Energy Conservation Award, CII
practices among other farmers in the area. Excellence in Energy Management Award in past years.

3. PPP Programs with Government of Maharashtra  nergy efficiency: Energy efficiency improvements
E
Public-Private partnership programs with state were carried out across all units to reduce overall
agriculture departments are undertaken in order to energy (thermal as well as electrical) consumption.
help Government drive agenda of welfare and income Electricity reduction initiatives saved overall
maximisation of farmers. Depending on the program,
Marico pledges either free inputs in the form of effective
seeds or gives a buying guarantee to the participating Energy intensity GJ/KL (Thermal & Electrical)
farmers.
2.40
4. Experiment/Demonstration Plots & Field days
Marico regularly organises experiment/demonstration 2.10
plots to showcase the effectiveness of new technology
1.80
to farmers in adjoining areas. These plots help us
in screening any new technology on the basis of
1.50
their on-field results. Maricos agri-extension team
FY13

FY14

FY15

FY16

recommends new practice to farmers only if it works in 1.20


our experiment plots.

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9,00,000+ units in FY16 equivalent to 5.8%


improvement over FY15. Waste heat recovery is
done to reduce fuel requirement.
9,00,000+ units
overall savings in FY16 as a result of
Electricity Reduction initiatives.
Renewable energy: Recognising that fuel
consumption for generating process heat causes
the maximum energy demand we have increased
the use of biomass in our boilers at all facilities. As a
GHG Emmissions intensity (Scope 1) tCO2
result Green House Gas emissions are also reduced
to a great extent. 15,000

Marico has started using wind energy for its units


12,000
and business associates in southern cluster which
will provide 20 Lac units of renewable energy
per annum worth of reducing Green House Gas 9,000
emissions by 1000 tCO2 (Tons of Carbon dioxide)
approximately.
6,000

Biomass energy usage (%)


3,000
FY13

FY14

FY15

FY16
90%
0
70%

50% GHG Emmissions intensity (Scope 1 + Scope 2) kgCO2/KL

170
30%
150
FY13

FY14

FY15

FY16

10% 130

110
GHG emissions intensity: Continuous efforts are
 90
taken to reduce the Green House Gas emissions arising
out of own operation as well as helping business 70
associates by improving their operational efficiencies. 50
FY13 FY14 FY15 FY16
 aste elimination and yield improvement:
W
Process and packaging design improvements in
India as well international locations have benefited
in reduction of packing material. Overall 8 3. Green Building
projects were completed in last 2 years for design Our corporate office in Mumbai is a Green Building
optimisation which had helped in saving packing certified by USGBC (LEED Certification for Commercial
material worth of 260 MT (Metric Ton). Interiors). In order to achieve this certification we
have taken up several energy and water conservation
 fficiency improvement at business associates:
E projects and have demonstrated efficient use of
A focussed effort in improving operational resources. We have recently completed an important
efficiencies of our business associates resulted in project on Reduction of Illumination energy reduction
material movement reduction which is equivalent as a result of which, it is expected that we will be
of 13 tCO2 annually. Initiatives like usage of multi- able to better our credentials and achieve further
cavity moulds, high speed printing, combing of reductions in energy consumption. We have also rolled
operations were key contributors. out projects for water free Urinals and recycling of

33
Making a difference for 25 years

waste water which has brought down fresh water of mobilisation and retention of children in the schools.
demand considerably. The LEED Certification given Last year, education strategy was built on three core
by USGBC is a testimonial to the efforts taken in this pillars to a drive combined brand and social impact:
direction.
Bringing children back to school and preventing
4. Care for Communities dropouts

1. Marico Innovation Foundation Improving in-class learning for children


Marico Innovation Foundation is a not-for-profit
organisation working towards the cause of innovation Equipping children with life skills
since 2003. The Foundation creates impact through its
four core programs: Over 2,00,000 children benefited in programs put together.

I. MIF Scale-up program works closely with


innovative social organisations, which are driven
to achieve large-scale impact. Our network of
domain experts, CXOs, B-Schools and like-minded
2,00,000+ children
benefitted in all the education programs
corporates consult organisations on their scale-up.
put together
We diagnose the challenges, implement prototype
solutions and integrate successful solutions into
3. Saffola World Heart Day
the business offering of the organisation.
Saffolas vision is to create a Heart Healthy India!
Through its not for profit initiative Saffolalife, it is on a
II. MIF Innovation Awards celebrate the most
mission to make people realise the need and importance
breakthrough Indian innovations that hold
of heart health by educating them on early markers of
the potential to have a large-scale impact. 49
heart health & enable them to start on this journey in a
breakthrough innovations have been recognised
manner that is simple, effective yet measurable.
over the last 12 years.

Over the years, Saffola has reached out to Millions


III. India Innovates: A video series that showcases
across the country via large-scale mass media
some of the most amazing innovations of India
awareness programs, helped over 2,00,000 people over
that are truly transforming lives, communities,
90 cities with diagnostic check-ups, dietician services,
businesses and more
Heart Age Finder tool.
IV. hack2incubate: A platform created and designed
In 2014, Saffola undertook the task of driving
to inspire innovations and incubate them into
awareness of Womens Heart Health. In 2015, the
successful businesses
brand stayed committed to the cause of Womens
Heart Health through its campaign Protect her Heart.
2. Education for all
Saffolalife launched one of its kind Heart Fitness Test
Marico launched programs called Chotte Kadam Pragati
that helps people assess their Heart Health basis their
Ke Aur (Small Steps to progress), Going to school
Fitness Parameters. Over 46,000 Heart Fitness Tests
to support the education of underprivileged children
have been taken till date.
under the age group of 6 - 18 years in India. Under this
program, projects were undertaken with a prime focus

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4. Nihar Shanti Amla Mobile pathshala


The Mobile Pathshala (Mobile School) program was 50 schools in
2 townships
designed to aid schooling in deep rural pockets
especially for 4 - 8 year old children. It was based on
principals like Teach by Principles rather than linear
directions, Mnemonic devices aid retention and Paint in South Africa in major metropolitan
a picture with words. Overall, 15.82 Lac user registered area reached out by HERCULES
till date.

5. Marico Bangladesh- Dhaka Ahsania Mission Children communities on health and wellbeing. It was a huge
Learning Center project opportunity for Marico South Africa to give back to the
As part of our continued efforts to create a positive community by supplying these schools with much-
lasting impact on society, Marico Bangladesh formed a needed materials and supplies such as educational
partnership with Dhaka Ahsania Mission (DAM) to bring posters, leaflets, frisbees and water bottles (to
the light of education to underprivileged communities. encourage a healthy lifestyle). A significant contribution
Through this partnership, free access to quality to these schools was the donation and installation of
education is being provided to out-of-school children a fully stocked, metal branded first aid kit, which was
who unfortunately had to drop out of mainstream placed in strategic areas within the premises (i.e the
schooling due to lifes hardships. sick room, office area and sports areas).

The partnership has so far provided education to The campaign was a success resulting in HERCULES
over 3,000 out of school children in the Melandah interacting with 32,308 learners (plus the teachers and
Upazila of Jamalpur district, which has historically parents) over the set period. In total thus far, Hercules
suffered from very low literacy rate. The team has has reached 1,20,000 learners (plus teachers and
established and today operates 75 Children Learning parents) in 160 schools across 3 provinces.
Centers comprising 75 teachers selected and trained
exclusively.

Based on the unique model of community mobilisation,


multi-grade teaching- the project is witnessing
great participation from teachers, parents and the
community at large. While the parents are applauding
this initiative, teachers are enjoying working at CLCs,
students are making most of the learning experience

6. HERCULES Smart School Campaign South Africa


Marico South Africa launched the HERCULES Hygiene
and First Aid Awareness Campaign in 2015. HERCULES
reached out to 50 schools in 2 townships within
major metropolitan areas. The primary objective was
not only to create brand awareness, promoting early
engagement with the brand but to also educate and
empower school learners in previously disadvantaged

35
Making a difference for 25 years

Diversity and Inclusion


At Marico, we are committed to providing
an enabling environment for diversity and
inclusion across the organisation.

Our value of Transparency & Openness guides our approach towards


diversity by allowing diversity of opinion by listening without bias,
giving and receiving critique, with mutual trust and respect for the
other. We believe our inclusive policies and programs will help us
strengthen this area and attract great talent and enable success for both
the member and the organisation. We strongly believe in meritocracy
and equality for everyone, regardless of age, gender or ethnicity.

33%
33% OF MEMBERS IN
CONSUMER FACING
FUNCTION (MARKETING
& TECHNOLOGY) ARE
WOMEN; 29% OF
THESE WOMEN ARE IN
LEADERSHIP ROLES

Gender diversity
More than one-third of our talent in We have special policies to encourage options. The women members can
the consumer focussed functions women in our workplace especially choose their working arrangement
of Marketing and Research & when they go through their life stage in discussion with their Supervisor.
Development are women. We have of starting a family. Our policies Our experience has been that a
also taken concerted efforts to are designed to empower working combination of these options enables
increase the representation of women mothers to integrate family and career women member to effectively manage
in our Sales function and have seen a effectively. We offer paid maternity this critical life stage.
50% jump in womens representation leave beyond statutory requirements
in Sales Frontline Manager roles in and flexible working arrangements
the last one year. such as flexi-time and work from home

36 MARICO LIMITED | ANNUAL REPORT 2015-16


STRATEGIC REPORT 02-40 STATUTORY REPORTS 42-137 FINANCIAL STATEMENTS 139-249

39%
Ethnicity
We operate in 25 countries and have on ground operations in South
Africa and North Africa, Sub-Sahara Region, Middle East, Bangladesh
and South East Asia. Our core value of Global Outlook encourages
Mariconians to be sensitive and adaptable to cultural diversity and
39% OF OUR WORKFORCE learn from different cultures. Today, 39% of our workforce comprises
COMPRISES NON-INDIANS non-Indians and represents 9 nationalities. Local talent constitutes
more than 50% of each countrys leadership team in the geographies
we have operations in.

40%
Generational Diversity
Today, 40% of our members are Millennials, 52% Gen X and 8%
baby boomers. We are consciously tracking the changing mix of the
generational diversity within the organisation. Recently, we conducted
an extensive study internally to understand the changing employee
40% OF OUR MEMBERS aspirations in light of the Generation Y entering the workforce. Our
ARE MILLENIALS research has helped us understand the expectations and aspirations of
this generation and how they are different from the previous generation.

We understand the importance of freedom at the workplace for the


younger generation. Our roles are designed to provide empowerment.
Our policies and practices are designed to provide flexibility and
connectivity to provide a more conducive and efficient working
environment.

Diversity and Inclusion will continue to be


an integral part of Maricos growth and
transformative journey and will play a key
role in shaping the Marico of the future.

37
Making a difference for 25 years

Corporate Information

BOARD OF DIRECTORS

1 MR. HARSH MARIWALA 6 MR. RAJEN MARIWALA


CHAIRMAN & NON-EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR
1 2 3 4 5 6 7 8 9
2 MR. B. S. NAGESH 7 MR. ANAND KRIPALU
INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR

3 MR. ATUL CHOKSEY 8 MR. RAJEEV BAKSHI


INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR

4 MR. SAUGATA GUPTA 9 MR. NIKHIL KHATTAU


MANAGING DIRECTOR & CEO INDEPENDENT DIRECTOR

5 MS. HEMA RAVICHANDAR


INDEPENDENT DIRECTOR

COMPANY SECRETARY & COMPLIANCE OFFICER CORPORATE SOCIAL RESPONSIBILITY COMMITTEE


Mr. Surender Sharma* Mr. Atul Choksey - Chairman*
*Ms. Hemangi Ghag until April 28, 2016 Mr. Harsh Mariwala - Member
Mr. Rajen Mariwala - Member
AUDIT COMMITTEE Mr. Rajeev Bakshi - Member
Mr. Nikhil Khattau - Chairman Mr. Saugata Gupta - Member
Ms. Hema Ravichandar - Member Ms. Priya Kapadia - Secretary to the Committee
Mr. B. S. Nagesh - Member *Mr. Harsh Mariwala was the Chairman until April 28, 2016
Mr. Rajen Mariwala - Member
Mr. Surender Sharma - Secretary to the Committee* RISK MANAGEMENT COMMITTEE
Mr. Harsh Mariwala - Permanent Invitee Mr. Harsh Mariwala - Chairman
Mr. Saugata Gupta - Permanent Invitee Mr. Saugata Gupta - Member
*Ms. Hemangi Ghag until April 28, 2016 Mr. Vivek Karve - Member & Secretary to the Committee

CORPORATE GOVERNANCE COMMITTEE STAKEHOLDER RELATIONSHIP COMMITTEE


Ms. Hema Ravichandar - Chairperson Mr. Nikhil Khattau - Chairman
Mr. Anand Kripalu - Member Mr. Rajen Mariwala Member
Mr. B.S. Nagesh - Member Mr. Surender Sharma - Secretary to the Committee*
Mr. Rajeev Bakshi - Member *Ms. Hemangi Ghag until April 28, 2016
Mr. Ashutosh Telang - Secretary to the Committee
Mr. Harsh Mariwala - Permanent Invitee
Mr. Saugata Gupta - Special Invitee

38 MARICO LIMITED | ANNUAL REPORT 2015-16


STRATEGIC REPORT 02-40 STATUTORY REPORTS 42-137 FINANCIAL STATEMENTS 139-249

MANAGEMENT TEAM

MR. SAUGATA GUPTA MS. ANURADHA AGGARWAL MR. ASHISH JOSHI MR. ASHUTOSH TELANG
MANAGING DIRECTOR & CEO CHIEF MARKETING OFFICER CHIEF OPERATING OFFICER - CHIEF HUMAN RESOURCES
SOUTH EAST ASIA BUSINESS OFFICER

MR. JITENDRA MAHAJAN MR. MUKESH KRIPALANI MR. PANKAJ SALUJA MR. SANJAY MISHRA
CHIEF SUPPLY CHAIN OFFICER CHIEF BUSINESS PROCESS CHIEF - STRATEGY, CHIEF OPERATING OFFICER
TRANSFORMATION & IT M & A & NEW BUSINESS INDIA SALES & BANGLADESH
BUSINESS

DR. SUDHAKAR MHASKAR MR. SURESH M. S. JAGIRDAR MR. VIVEK KARVE


CHIEF TECHNOLOGY OFFICER CHIEF LEGAL COUNSEL CHIEF FINANCIAL OFFICER

BANKERS SECRETARIAL AUDITOR WEBSITES


Axis Bank Limited Dr. K. R. Chandratre www.marico.com
Barclays Bank PLC www.maricobd.com
BNP Paribas REGISTERED OFFICE www.maricoinnovationfoundation.org
Citibank N.A. 7th Floor, Grande Palladium, www.parachuteadvansed.com
HDFC Bank Limited 175, CST Road, Kalina, www.saffolalife.com
ICICI Bank Limited Santacruz (East), Mumbai 400 098. www.pblskin.com
Kotak Mahindra Bank Limited www.icpvn.com
Standard Chartered Bank OUR PRESENCE www.chottekadam.com
State Bank of India Factories 16 (9 in India and 7 overseas) www.setwet.com
The Hong Kong and Shanghai Banking Regional Offices 4 in India www.livonhairgain.com
Corporation Limited Depots 32 in India www.livonilovemyhair.com
Overseas Offices 8 www.fitfoodie.in
STATUTORY AUDITORS www.artofoiling.com
Price Waterhouse, Chartered Accountants www.scalptherapie.com
www.parachuteadvansed.com
INTERNAL AUDITORS www.indiaparenting.com/bio-oil/
Ernst & Young LLP

COST AUDITOR
M/s Ashwin Solanki & Associates

39
Making a difference for 25 years

Awards and Accolades


Marketing Leadership
Marico bagged 8 awards at the EMVIES 2015, 3 Gold Saugata Gupta ranked as Indias most valuable CEOs by
& 2 Bronze for Saffolas World Heart Day campaign, Businessworld and the Top 3 CEOs in the Large
2 Silvers for Saffola Fit Foodie and 1 Bronze for Nihar (2,500-7,499 Crores) Category & the Dynamic Dozen List.
Shanti Amla.
Vivek Karve was recognised as one of Indias best CFOs
Marico was the most awarded company in Asia at the by Yes bank-BusinessWorld Best CFO Awards 2015-16.
APPIES 2015, won a Gold each for Nihar Shanti Amla,
Saffola Oats and Saffola Oil, a Silver for Parachute Anuradha Aggarwal Ranks Top 10 in Impact 50s Most
Advansed. Influential Women 2016.

Marico brands won 3 awards at the Campaign India CQA Head Shailesh Godekar won Innovative Leadership
Digital Crest Awards 2015; Saffolalife won Silver and a in Quality Award at the National Quality Excellence
Bronze and Saffola Masala Oats received Bronze. Awards by World Quality Congress.

Marico brands won at the IDMA Awards 2015; gold for


Saffolalife, gold for Parachute Advansed Body Lotion
and silver for Saffola Fit Foodie. Corporate Governance
Saffolalife #ProtectHerHeart Wins Gold at the India Marico received a certificate of recognition for
PR & Corporate Communication Awards. Excellence in Corporate Governance at the 15th ICSI
National Awards
Marico won 4 awards at Effie 2015- Gold for Saffolalife
World Heart Day and a Silver for Saffola Fit Foodie Marico was recognised as the Best Domestic Company
campaign in Experiential Marketing category and a on Corporate Governance by Asiamoneys Corporate
Silver for Saffolalife in the World Heart Day & Saffola Governance Poll 2015.
Masala Oats in Confectionary & Food category.

Marico won 6 awards at the Abby Awards, Goa Fest


2016- Saffolalife won a Silver and 2 Bronze, Nihar PCN
won a Silver, Parachute Advansed Aromatherapy won a
IT
Bronze and Bio Oil received a Bronze.
Marico won 2 awards at Big Data & Analytics Awards-
Best Practices in Data Warehousing and Excellence in
Saffola featured in the 11th edition of Afaqs Indias
Business Intelligence.
Buzziest Brands amongst 60 other brands.

Marico won at the prestigious SABRE PR Awards 2015,


Parachute Advansed won a Gold for the Art of Oiling
campaign. Green
Marico Bags Gold at IAMAI India Digital Awards- Marico Corporate Office was awarded with LEED Gold
Parachute Advansed Aromatherapy won Gold for Best certification for its sustainable building design and
Display campaign. commitment towards a greener future.

40 MARICO LIMITED | ANNUAL REPORT 2015-16


STATUTORY REPORTS
42 Management Discussion & Analysis
60 Business Responsibility Report
74 Boards Report
114 Corporate Governance Report
Making a difference for 25 years

Management Discussion and Analysis

This discussion covers the financial results and other ending December 2015, followed by the Philippines (117),
developments for the year ended March 31, 2016 in Indonesia (115) and Thailand (114). Consumer confidence in
respect of Marico Consolidated, comprising its domestic and India has remained high for nine consecutive quarters. Indias
international FMCG business. The Consolidated entity has consumer inflation, which had been in double digits between
been referred to as Marico or Group or Company in this 2010 and 2013, has come down to about 5%, in part due to
discussion. the RBIs tight monetary policy, the governments measures
to contain food inflation and the sharp decline in commodity
Some statements in this discussion describing projections, prices especially crude oil.
estimates, expectations or outlook may be forward-looking.
Actual results may however differ materially from those stated The FMCG sector at USD 38.8 Billion (Source: Nielsen) is one of
on account of various factors such as changes in government the largest sectors in India. Over the last 5 years, the sector
regulations, tax regimes, economic developments, exchange has grown at compounded annual growth rate of 12.7%. In
rate and interest rate movements, impact of competing the past year, the growth rate has tapered off mainly due
products and their pricing, product demand and supply to deflation and below normal monsoons. While sentiment
constraints within India and the countries within which the appears to have improved, it has not yet translated to
Group conducts its business. tangible improvement in consumption across the sector.
However, there is a silver lining. The recent normal monsoon
Update On Macro Economic Indicators & FMCG forecast by meteorological agencies augurs well for the
Industry sector. Some other factors expected to drive the recovery
India are a stronger GDP growth (leading to investments in various
sectors which eventually results in employment generation),
GDP Growth % moderate consumer inflation, enabling government policy
framework, continuing input cost benefits, Direct Benefit
Transfer Scheme (DBT), One Rank One Pension (OROP) for ex-
Military servicemen and increased pay-outs to government
8.00 7.40 7.60
employees consequent to implementation of 7th Pay
7.00 Commission recommendations.
6.00
5.10
5.00
Over a medium to long-term, Indias potential to emerge as
one of the largest consumption economies of the world is
4.00
intact. Apart from population growth, India is witnessing other
3.00 trends that make it a favourable market from consumption
2.00 perspective. These include urbanisation, increase in number
of nuclear families, improvement in education level, more
2013-14 2014-15 2015-16
women in the workforce and modernisation of lifestyles.
Indias GDP per capita has more than tripled over the past
Source: Central Statistical Office
decade. Various macro-economic studies have shown that
growth in per capita consumption is not linear with per
The Indian economy has been through challenging times in the capita income. World Bank suggests that at the current GDP/
last two years due to weak global macros coupled with below capita of USD 1,581, consumption should accelerate from
normal rainfall. However, even amid such weak global macros, the current levels, especially in premium categories. The
the Indian economy has also transitioned from being one of FMCG sector will be the biggest beneficiary of the expected
the most fragile economies amongst the emerging markets consumption boom.
in mid-2013 to one that is currently receiving significant
capital inflows - taking the foreign exchange reserves to an The above macro-economic and demographic statistics
all-new level of USD 350 Billion. GDP grew at a healthy clip of make India look like a very attractive market for all consumer
7.6% in FY16 with a forecast of 7.8% in FY17. The country companies. However, like any other market, India has its
remained the leader among all nations in the global consumer own share of challenges, overcoming which will be the key
confidence index with a score of 131 points for the quarter to growth and profitability. Economic inequality continues

42 MARICO LIMITED | ANNUAL REPORT 2015-16


STRATEGIC REPORT 02-40 STATUTORY REPORTS 42-137 FINANCIAL STATEMENTS 139-249

to remain one of the most formidable challenges in the Middle East and North Africa (MENA)
country. At the lower end of the population, as much as The decline in oil prices, weak global growth and rising
50% of consumption expenditure is on food, making these geopolitical risks plagued economic activity in the Middle
households highly vulnerable to down-trading in times of East and North Africa (MENA) in 2015. MENAs economy
high food inflation. Two-third of the Indian population lives expanded 2.6% annually in 2015, which was below the 2.9%
in remote villages that are not well connected with the main increase the year before. Oil-producing countries faced
cities. While this adds to the cost of serving rural markets, the brunt of the pain as the Organisation of the Petroleum
it also calibrates distribution expansion strategies. Regional Exporting Countries (OPEC) strategy to keep oil prices low
players offer strong competition in these regions as they in order to retain market share backfired. As falling oil prices
use a heavy discounting model with distributors which make cut government revenues and sent budget balances deep
some of the commoditised categories vulnerable. Lastly, into the red, most countries have also been cutting subsidies
monsoon continues to play an important role in the economy and raising energy prices, which will further restrain demand
as more than 50% of the GDP comprises agriculture. The year growth.
gone by witnessed a less than normal rainfall, but with an
expected better than average monsoon, we will see a positive The Egyptian economy has embraced liberalisation in the
effect on consumption in the medium term. Although, the recent past, thereby opening the doors to foreign direct
growth in industry and service sectors over the years has investment and paving the path to economic growth. Fitch
reduced vulnerability to monsoon, it continues to be an Ratings, a global leader in credit ratings and research, has
important factor impacting disposable income and consumer reaffirmed Egypts long-term foreign and local currency
sentiments. default rating with a B grade, which signifies a stable
economic outlook. GDP growth for FY16 slowed to an
In spite of these challenges, Indias economy is well poised estimated 3.2%, owing to decline in tourism revenues and
for growth given the correction in macro imbalances, weak the foreign currency crisis. This is after it strengthened to
global commodity prices, and structural reforms by the new 4.2% in the previous year.
government and the cyclical recovery that is in progress.
Fitch assumes that growth will strengthen moderately to
Bangladesh 3.6% in FY17 since energy shortages are being addressed,
Bangladesh population is estimated at more than 160 Million. and public and private investment is rising. However, Egypts
It is largely an ethnically homogenous society with the economic outlook is clouded by the ongoing dollar crunch,
highest population density in the world. persistent macroeconomic imbalances, slow implementation
of structural reforms and political instability.
Over the last year, inflation rate has been steadily declining.
Government subsidy payments were cut with a fall in global While the short-term prospects appear subdued, the medium
petroleum prices. Bangladeshs foreign exchange reserves to long-term prospects are brighter. A steadily growing
hit a record USD 28.27 Billion at the end of March 2016 population and a developing economy provide a good base
thanks to steady exports and slow import growth due to for FMCG companies in Egypt. Penetration levels in hair
falling global commodity prices. Rising garment exports grooming and skin care products are modest suggesting
and steady remittances from Bangladesh nationals working bigger headroom for growth. The country also provides
overseas, two mainstay revenue generators for the country, a gateway to North African countries of Algeria, Libya
have helped foreign exchange reserves grow steadily in and Morocco.
recent years.
Vietnam
In the long-term, Bangladesh promises substantial potential Vietnam is one of the fastest growing countries in South
in terms of socio-economic growth. A developing economy East Asia. In the year 2015, the Vietnamese economy grew
with a young demographic profile provides the perfect by 6.7%, in line with the governments target. Vigorous
consumer base for the FMCG sector to flourish. Political expansion of manufacturing and construction in 2015
stability will further help the cause. spurred the fastest economic growth in Vietnam in the last
7 years. Foreign direct investment is seen supporting strong
growth through the forecast period. The demographics of

43
Making a difference for 25 years

the country are very promising, with an extremely young The non-focused part of the portfolio (mainly pouch packs)
and educated population providing an opportunity for FMCG witnessed contraction as the Company maintained minimum
companies to grow rapidly and premiumise. threshold of margins in an environment where the commodity
prices have corrected substantially.
South Africa
The South African GDP grew by 1.3% in 2015 compared to The branded coconut oil market size is ` 4,900 Crores (USD
a 1.4% expansion in 2014 but is expected to rebound to 731 Million). However, there is also a significant part of the
2.0% in 2016, as a large Rand depreciation may stimulate market, approximately 30-40% in volume terms which is still
an export-led recovery. High levels of unemployment and in loose form. This loose component provides headroom for
inequality coupled with energy crisis are considered to be the growth to the branded players. The Companys flagship brand
most salient economic problems faced by the country. The Parachute, being the market leader, is well placed to capture
long-term growth rate of South Africa has been estimated a significant share of this growth potential on a sustainable
at 2.1%. basis. This is expected to be complemented by share gain in
rural market where Parachutes share is lower than its urban
The Marico Growth Story market share. The Company would continue to exercise a bias
Marico achieved revenue from operations of ` 6,132 Crores for volume growth coupled with steady increase in market
(USD 915 Million) during FY16, a growth of 7% over FY15. shares as long as margins remain within a band.
The volume growth underlying this revenue growth was at
7%. Profit After Tax (PAT) for FY16 was ` 725 Crores (USD
108 Million), a growth of 26% over FY15.

Over the past 5 years, Maricos topline and PAT have grown at
a compounded annual growth rate (CAGR) of 16% and 19%
respectively. This places Marico in the top quartile in this
sector.

Domestic FMCG Business: Marico India


Foods: Super premium refined edible oils and oat cereals
The FMCG business in India achieved a turnover of ` 4,755
The Saffola refined edible oils franchise demonstrated a 9%
Crores (USD 710 Million) during the year, a growth of 7%
growth in volume terms during FY16 backed by a strong
over last year. The business delivered 7% volume growth.
recovery in the second half of the year which was led by
The operating margin of the India business during FY16 was
initiatives taken by the Company.
21.6% before corporate costs allocation.
Over the recent years, Saffola has been leveraging the
Coconut Oil consumer trend of proactively managing a healthy lifestyle.
Parachutes rigid portfolio (packs in blue Adopting Saffola is one of the shifts that consumers continue
bottles) recorded a volume growth of 7% to make. The Saffola range of blended refined oils (available
for FY16 over FY15. Competitive position in four variants) operates in the premium niche of the refined
being favourable throughout the year, edible oils market. The rising awareness about healthy living
Parachute along with Nihar increased its in the country provides significant headroom for growth. The
market share by more than 63 bps to 59% Company continued focus on the key task of driving relevance
during the 12 months ended March 2016. amongst the proactively health conscious consumers through
Further, in line with its philosophy to protect key marketing input of Saffola Active communication of Use not
the consumer franchise and maintain the just less Oil but Right Oil as well to stay fit & active.
volume momentum, the Company actioned a
cumulative decrease of 12% in its maximum The near term outlook for this franchise is positive with double
retail prices in response to a deflation of digit volume growth prospects. Over the medium term, we
27% in the raw material prices. are also looking at the innovation pipeline especially in the
premium segment. The Company is confident of maintaining
double digit growths over the medium term.

44 MARICO LIMITED | ANNUAL REPORT 2015-16


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The brand gained market share of 322 bps and further crossed ` 1,200 Crores (USD 179 Million) landmark this year
strengthened its leadership position in the super premium with a bouquet of 4 strong brands.
refined edible oils segment to 63% during the 12 months
Value Added Hair Oils portfolio has grown at a 10 year
ended March 2016.
Compounded Annual Growth Rate of ~30% and now accounts
for a sizeable portion of the Companys Business which is
Saffolas foray into healthy foods, Saffola Oats, has emerged
growing strongly.
as a strong brand, ranked second, in the oats category with
a value market share of 27%. Saffola Masala Oats launched
two new exciting flavours viz. Chinese and Italian in January
Hair Oils Journey-Share of Business %
2016. These flavours have been developed keeping in mind
that consumers crave for novel and exciting flavours during
snacking occasions. The brand has also signed on celebrity
19 20
chef Kunal Kapoor as its brand ambassador to partner with 18
16
14
the brand in creating many more superior product offerings 12 13
for the consumers. Focus on value added offerings in the oats
segment has enabled the Company to capture 70% value
share in the flavoured oats market for the 12-month period FY10 FY11 FY12 FY13 FY14 FY15 FY16
ended March 2016. The franchise crossed ` 100 Crores (USD
15 Million) of top-line during the year and is well poised to
cross ` 200 Crores (USD 30 Million) landmark by FY18. The Nihar Shanti Amla continued to gain market share and
Companys ability to localise the product to suit the Indian achieved a volume market share of about 37% for the 12
palate and drive consumption by increasing the occasion of months ended March 2016 in the Amla hair oil category
use apart from breakfast to in-between meals has been the (MAT March 2015: 32%). The increased scale of the franchise
key catalyst in creating and succeeding in this category. The enables the Company to benefit from operating leverage
Company has also driven distribution expansion to improve thereby improving net margins despite competitive pricing. A
availability. Saffola Masala Oats is now the most distributed spout pack of ` 5 is being prototyped in Northern Rural India
brand in its category. Focus on improving the margins in to drive trial and penetration.
this franchise with focused cost management initiatives will
ensure long-term sustainable profitable growth. Nihar Naturals Sarson Kesh Tel, a value added mustard oil
targeting loose mustard oil pool was launched across markets
Value Added Hair Oils in North and parts of East India after promising results from
Maricos value added hair oil brands registered a volume growth the prototype in Rajasthan.
of 14% during the year. Marico continues to grow faster than
the value added hair oils market of ` 6,100 Crores (USD 910 In the Hair Fall Control segment of value added hair oils, Marico
Million). During the year, the Company further strengthened has two offerings Parachute Advansed Ayurvedic Oil and
its market leadership by 179 bps to 32% volume share (for 12 Parachute Advansed Ayurvedic Gold Hair Oil. Marico clocked
months ended March 2016) and with value share gain of 132 a top line of circa ` 60 Crores during FY16 in this segment.
bps to 25% for the same period. Going forward, the Company Parachute Advansed Ayurvedic Oil, a coconut oil based
will continue its focus on premiumisation to drive growth in formulation, with presence in southern states, continued to
the category. The Companys Value Added Hair Oils portfolio grow rapidly. Parachute Advansed Ayurvedic Gold Hair Oil, a
sesame oil based formulation, after its successful prototype
in Maharashtra has now been extended to all the Non-
Southern states in February 2016. This variant is aimed at
a more broad-based play in northern and eastern India. The
Company expects to cross top line milestone of ` 100 Crores
(USD 15 Million) by FY18 in the Hair Fall Control segment.

The Value Added Hair Oils category has been amongst the
fastest growing large-sized FMCG segments in India and

45
Making a difference for 25 years

compares very well with other highly penetrated personal Livon Franchise declined in FY16 over FY15. Livon has
care categories. There is also an emergence of new age hair two products the Hair Gain and the Leave-in conditioner
oils in the developed markets that could create a super- serum. The Livon Hair Gain franchise got impacted by
premium segment in India too. This serves to emphasise that counterfeits (especially in the e-commerce channel). The
hair oils can drive both beauty and nourishment. Marico will Brand launched its new communication showcasing real life
continue to focus on upgrading the portfolio by playing across consumer experiences to build credibility about the products
segments that cater to consumer needs of nourishment and efficacy. The anti-counterfeit measures on the pack were also
problem solution. Maricos focus on leave-in hair nourishment strengthened with the introduction of Unique Identification
offers Marico an opportunity to look beyond just hair oils and Number on each pack. In order to revive the growth in Serums
in the process premiumise its portfolio. category, the Company restaged Livon Serum during the
second quarter of FY16. Key pillars of the restage included
Youth Portfolio a better formulation, refreshed packaging, celebrity brand
The Youth brands portfolio plays in three categories i.e., ambassador, new communication campaign and low unit
Hair Gels, Leave-in serums and Deodorants. This business packs at ` 5. While the medium term prospects for this brand
delivered a lackluster performance during FY16 - declining by are promising, in the near term, it will take couple of quarters
4% in comparison to FY15. to return to growth path, given the category creation task.
The results of both Hair Gain and Serum restage are being
closely monitored.

The Hair Gels and Creams (Set Wet and Parachute) and
Leave-in Conditioners (Livon and Silk and Shine) now have a
12-month value share of 59% and 79% respectively. These
categories are at a very nascent stage as their penetration
in India is far lower as compared to other emerging markets.
Being market leaders, the Company is well poised to innovate
and grow the market.

Set Wet Gel brand completed one full year after it was re- Overall, given the initiatives rolled out for all the three
launched in Q4FY15. Riding on focused brand building verticals, the Company is confident of a double digit value
efforts, new pack and expanded distribution, the brand growth in the Youth Business in near term.
delivered consistent double-digit growths throughout the
year. It has also been gaining market share consistently which Distribution
is testimony to the effectiveness of the revamped strategy. Maricos rural and urban sales grew by 8% and 6% respectively
The market share went up by 1,197 bps in last 12 months in FY16. The continued focus on distribution expansion in
to 54% in March 2016. The Gels now comprise circa 40% of rural markets has pushed the Companys rural sales to 34%
total Youth Portfolio. The initiatives taken by the brand have of total India sales in FY16. In rural areas, incremental direct
also accelerated growth in the category, which is at a nascent coverage provides an ideal platform to enhance the reach
stage of its evolution. of the Value Added Hair Oils portfolio. As a step towards
increasing rural reach, the Company is prototyping ` 5 spout
Taking a leaf from the Set Wet Gel success book, the Sada pack of Nihar Shanti Amla in rural India.
Sexy Raho (Remain Sexy forever) campaign has been
extended to Set Wet Deodorants too. Ranveer Singh, a Sales in Modern Trade (9% of the India turnover) continued the
leading cine actor and a youth icon, works with the brand good run with growth of 15% in FY16. CSD and Institutional
as its ambassador. His youth appeal is expected to help the sales (8% of the India turnover) grew at 11% in FY16.
brand get back lost volumes and market share. The refreshed
new product which hit the markets in March 2016 promotes Project ONE (Outlet Network Expansion) was conceived with
the day usage practice unlike the other brands which focus an objective of increasing Maricos direct coverage in its
only on party / night usage. The medium term objective is to top 6 metros. Project ONE has significantly augmented the
regain the market share. reach of the Companys brands by improving assortment

46 MARICO LIMITED | ANNUAL REPORT 2015-16


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caused distress, especially in Rural India. Amid these tough


and availability at the outlet. It gives retailers convenience
conditions, the India FMCG business delivered a satisfactory
of service and access to promotions. With the coverage
top line and a robust bottom line performance. With various
objective achieved, the initiative has been merged into regular
building blocks in place and prospects of a normal monsoon,
distributor coverage. The project has resulted in optimizing
the outlook on this business for the coming year is positive.
distributor sales and store delivery apart from reducing
service costs to these stores. Incremental Turnover of ` circa
International FMCG Business: Marico International
60crore (USD 9 Million) was garnered through Project ONE
Maricos International FMCG business (its key geographical
in FY16. The Company has expanded the coverage of this
constituents being Bangladesh, South East Asia, Middle East,
initiative to the next level of 14 towns.
Egypt and South Africa) comprised 22% of the Marico Groups
turnover in FY16. The business reported a 4% constant
The journey to refresh and reconfigure the IT systems within
currency growth during the year. The operating margin for the
the company with robust infrastructure including digital
full year was at 17.7% (before corporate costs allocations).
initiatives is underway.
During the year, the International Business continued to focus
The Company has completed the rollout of its technology on the following key pivots of growth in its chosen emerging
driven collaboration platform for its customers in India. markets in Asia and Africa:
This new Order Management Platform enables automatic
ordering through the system, which has helped increase 1. Aggressive growth in non-Parachute portfolio in
the fill rates and brought about a greater visibility to stock- Bangladesh
outs and thus impacted sales positively. Marico has also
2. Recovery in Middle East and South East Asia
embarked on changing its point of sale as well as Distributor
Management systems. This is an enabler to improve sales 3. Go-To-Market transformation in Egypt
force productivity, visibility and commercial controls in the
4. Investment in new markets
areas where it has already been rolled out. This is giving a
strong backbone to drive data visibility and future analytics
Overall, the strategy of focusing on strengthening the core
resulting in better execution in the market.
and investing behind capabilities has started showing positive
results and should help accelerate growth in coming years.
Marico has set up the analytics architecture in the back end
to handle the visibility of digital data and use of the same
Bangladesh (45% of the International Business)
across different functions.
The Bangladesh business remained flat in FY16 on account of
muted volume growth in Parachute coconut oil and price cuts
The prototype on use of Advanced Analytics to predict store
due to benign material costs.
level assortment in one of the major cities is underway.
The results have been encouraging and the pilot has been
extended to all the outlets in that city from January 2016.

As part of its plan to remain relevant to the internet-savvy


new age consumers and other stakeholders, the Company, in
coming quarters, will focus a lot on various digital Initiatives.
As a result, e-commerce has become an important pivot
of growth. The Company has taken definitive steps to stay
ahead of the curve in this space and has identified and
appointed dedicated resources for e-commerce. As a result of
these initiatives, Company has been able to double its annual
revenue in e-commerce channel as compared to FY15. Parachute coconut oil de-grew by 3% in constant currency
terms due to price correction (volume growth: 2%)
Summing up the story of India Business in FY16 maintaining leadership position with 82% share. Given that
FY16 was a tough year for Indian economy. Although the scope of growth in coconut oil segment is limited as the
the consumer inflation was low, a below-normal rainfall category has matured, the Company has taken substantial

47
Making a difference for 25 years

measures in driving adjacent sources of growth to diversify


the portfolio. However, the coconut oil franchise continues
to have a larger share of the business and needs to continue
to grow. In line with the Companys philosophy to protect the
consumer franchise and gain market share, an overall price
cut of circa 10% across SKUs was actioned during the year.

During the year, the Companys value added hair oils portfolio
grew at a rate of 13% in constant currency terms. New quarters in FY15 and FY16. The business has reported
packaging has been introduced for Nihar Shanti Amla in operating profits for the full year and this trend
order to lend a modern and premium imagery to the brand. of improvement is expected to continue and the
Flagship brand Beliphool value added perfumed coconut oil management expects the business to become consistently
was re-launched in new PET pack. profitable in FY17.

In the last couple of years, the Company has made significant The Company had undertaken a distribution transition in
investments to expand its non-coconut oil portfolio such as Egypt in the second half of FY15. The transition was aimed at
Value Added Hair Oils (VAHO), Hair Dyes, Deodorants, Leave- eliminating dependence on a single distributor and achieving
in conditioners, Savoury Oats and Premium Edible oils. These better go-to-market (GTM) model for realising the maximum
products have been accepted well and are expected to create distribution potential. Many transformational benefits such
a portfolio of the future in Bangladesh. During FY16, the as increased direct distribution, improved retail selling and
non-coconut oil portfolio grew at a rate of 13% in constant reduced working capital requirement resulting in lower credit
currency terms. In FY16, the entire value growth is attributed risk have started to accrue. The transformation started
to non-Coconut Oil portfolio given the reduction in Parachute yielding results in the second half of FY16; the business grew
Coconut Oil prices. by 6% in constant currency over FY15. However, given the
tough macro-economic conditions, the recovery is likely to be
Consequent to these initiatives, the non-coconut oil portfolio gradual. We remain positive about the medium term outlook
is now more than 20% of the total business in Bangladesh as on this market.
compared to 10% four years back. The new launches offer
a substantial proposition for future roadmap in Bangladesh. South East Asia (25% of the International Business)
The Company expects to leverage its strong distribution Business in South East Asia (of which Vietnam is a significant
network and learning from the Indian market to quickly contributor) grew by 2% in constant currency terms in FY16.
scale up its new product introductions in Bangladesh. From On a like-to-like basis (without considering the results of its
FY17 onwards, more than 80% of the incremental growth subsidiary, Beaut Cosmtique Societ Par Actions, which was
in the Bangladesh business is expected to come from the divested during Q1FY16), the constant currency growth was 7%
non-coconut oil portfolio backed by modest growth in core for the year. X-Men maintained its leadership in male shampoos
coconut oil business. and the number two position in male deodorants. Over the
medium term, the Company remains well poised to participate in
Middle East and North Africa (MENA - 20% of the the category growths when economic growth picks up.
International Business)
The MENA business on an overall basis grew by 17% (constant
currency basis) during FY16 as compared to FY15.

In the Middle East business, the Parachute franchise of Value


Added Hair Oils and Creams was re-launched with improved
formulations and packaging. It targets the Arab consumers who
are looking for nourishment and problem solutions in modern
contemporary formats. The Business continued its positive
momentum and grew by 27% on constant currency basis in
FY16. Thus, the business has grown in double digits in all the

48 MARICO LIMITED | ANNUAL REPORT 2015-16


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The Company continues to scale up its presence in Total Income


neighboring countries like Malaysia and Myanmar. Myanmar Our total income consists of the following:
ended the year with a turnover of circa USD 6 Million.
1. Revenue from Operations includes Sales from Consumer
South Africa (7% of the International Business) Products including coconut oil, value added hair oils,
The business reported a constant currency growth of 7% premium refined edible oils, anti-lice treatments, fabric
during the year despite challenging macro conditions. The care, functional and other processed foods, hair creams
rapidly depreciating South African Rand (ZAR), however, & gels, hair serums, shampoos, shower gels, hair relaxers
impacted the top line growths. The currency has devaluated & straighteners, deodorants and other similar consumer
by 22% over last 12 months. products, by-products, scrap sales and certain other
operating income.

2. Other Income primarily includes profits on sale of


investments, dividends, interest and miscellaneous
income.

The following table states the details of income from sales


and services for FY16 and FY15.

(` in Crores)
The Company has initiated its organic footprint in sub- Particulars FY16 FY15
Saharan African markets. The Company commenced exports
Revenue from 6,132.0 5,733.0
to four countries. Plans for entry in other markets are on
Operations
track and the Company believes these markets are Invest
to Grow markets and will be backed by adequate marketing Other Income 93.4 58.9
initiatives. Total Income 6,225.4 5,791.9

Summing up the story of International Business in FY16 There has been 7% growth in Revenue from Operations
FY16 was a tough year for the International Business. on account of 7% growth in Marico India and 7% growth in
Challenging macros and longer gestation period for some Marico International.
of the transformation steps has resulted in a lower growth.
The medium term outlook, however, is positive. The macro
headwinds are slowly receding while the Company will step
up its efforts to regain the double digit constant currency
growth backed by growth in core and launch of new products.

Consolidated Results of Operations An Overview


During the year ended March 31, 2016 (FY16), Marico
registered consolidated revenue from operations of ` 6,132
Crores, a growth of 7% over previous year. The volume
growth underlying this revenue growth was 7%.

Profit after tax (PAT) for FY16 was ` 725 Crores, a growth
of 26% over FY15.

49
Making a difference for 25 years

Expenses
The following table sets the expenses and certain other profit and loss account line items for the years FY16 and FY15:
For the year ended March 31,
2016 2015
` Crores % of Revenue ` Crores % of Revenue
Revenue from Operations 6,132.0 5,733.0
Expenditure
Cost of Materials 3,061.4 49.9% 3,119.0 54.4%
Employees Cost 363.9 5.9% 325.1 5.7%
Advertisement and Sales Promotion 786.1 12.8% 649.8 11.3%
Other Expenditure 858.2 14.0% 768.9 13.4%
PBIDT margins 1,062.5 17.3% 870.1 15.2%
Depreciation, Amortisation and Impairment 101.8 1.7% 84.3 1.5%
Finance Charges 20.3 0.3% 23.0 0.4%
Tax 297.1 4.8% 236.8 4.1%
Profit after Tax 724.8 11.8% 573.5 10.0%

Cost of Materials Advertisement and Sales Promotion (ASP)


Cost of material comprises consumption of raw material, The Company continues to make investments behind existing
packing material, semi-finished goods, purchase of finished products and new products. ASP spends on new products
goods for re-sale and increase or decrease in the stocks of comprises significant part of the overall ASP. Overall increase
finished goods, by-products and work-in-progress. in ASP spends for the full year was 21%. Significant part of
the overall ASP was invested behind new products such as
The prices of copra, one of the main ingredients, declined by 27% Value Added Hair Oils, Foods and Youth portfolio in India and
as compared to last year. Rice bran oil and Liquid Paraffin prices new launches and restages across other geographies.
dropped by 3% and 31% respectively during the year while
Safflower Oil prices were up by 10%. HDPE (a key ingredient in Depreciation, Amortisation and Impairment
packaging material) price was down by 10% compared to FY15. For the year as a whole, depreciation has increased from
Considering copra accounts for a major proportion of input ` 84.3 Crores in FY15 to ` 101.8 Crores in FY16. The increase
costs, the overall cost of materials reduced by 448 bps during is on account of change in useful life of moulds and capital
FY16 leading to gross margin expansion. asset additions for the year.

Employee Cost Other Expenses


Employee cost includes salaries, wages, annual performance (a) The other expenses consist of expenses which are fixed in
incentives, provision towards long-term incentives, statutory nature (about 1/3rd) and expenses which are variable in
bonus and gratuity, contribution to provident and other nature (about 2/3rd).
funds and staff welfare schemes expenses. The Company
has an extensive process of performance management Other Expenses FY16 FY15 % variation
enhancement through the deployment of MBR (Management Fixed 295 222 33
By Results), which is intended to create an environment Variable 564 547 3
where employees are encouraged to challenge and stretch
Total 858 769 12
themselves. Based on the Companys target achievement
and the individuals performances against goals identified
performance incentives are determined. Long-term incentive a. Fixed Expenses include items such as rent, legal
provisions are towards Employee Stock Option Plan (ESOP) and professional charges, foreign exchange losses
and Stock Appreciation Rights Scheme (Companys long-term and donation. A large part of increase in these fixed
incentive plan). During the year under review, employee cost expenses is attributable to hit on account of realised
as % of revenue is higher compared to last year mainly due to foreign exchange losses during the year ` 45 Crores
higher provisions towards these long-term incentives. which pertains to hedging a part of external commercial

50 MARICO LIMITED | ANNUAL REPORT 2015-16


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borrowing (ECB) taken for funding acquisition of Finance Charges


controlling stake in International Consumer Product Finance charges include interest on loans and other financial
Corporation (ICP), Vietnam in 2011. Excluding the same, charges. Reduction in finance charges is in line with reduction
other fixed expenses have increased by 13% largely due in the Companys Debt (refer balance sheet).
to increased Legal & Professional charges.
Direct Tax
b. Variable Expenses include items such as freight, The Effective Tax Rate (ETR) for the Company during FY16
subcontracting charges, power and fuel, warehousing, was 29.1% as compared to 28.8% during FY15.
input and output taxes, etc. The variable expenses have
increased by 3% on account of freight and other rates
and taxes.

Consolidated Balance Sheet (` in Crores)


Particulars As at March 31,
2016 2015
A Equity and Liabilities
1 Shareholders Funds
(a) Share Capital 129.0 64.5
(b) Reserves & Surplus 1,967.8 1,760.3
Sub-total Shareholders fund 2,096.8 1,824.8
2 Minority Interest 14.3 13.7
3 Non-current liabilities
(a) Long-term borrowings 0.4 168.7
(b) Deferred tax liabilities (Net) 10.2 12.3
(c) Long-term provisions 11.5 8.7
Sub-total Non-current liabilities 22.0 189.7
4 Current Liabilities
(a) Short-term borrowings 152.8 165.4
(b) Trade payables 669.0 564.3
(c) Other current liabilities 375.1 276.5
(d) Short-term provisions 103.3 95.3
Sub-total current liabilities 1,300.1 1,101.6
TOTAL - EQUITY AND LIABILITIES 3,433.3 3,129.7
B Assets
1 Non-current assets
(a) Fixed assets 582.6 589.8
(b) Goodwill on consolidation 498.0 489.2
(c) Non-current investments 69.4 46.8
(d) Deferred Tax Assets 10.3 4.4
(e) Long-term loans and advances 100.4 50.6
(f) Other non-current assets 58.2 120.8
Sub-total Non-current assets 1,318.8 1,301.5
2 Current assets
(a) Current investments 347.0 237.1
(b) Inventories 925.8 994.7
(c) Trade receivables 252.4 176.8
(d) Cash and cash equivalents 309.7 204.9
(e) Short-term loans and advances 249.0 179.1
(f) Other current assets 30.7 35.6
Sub-total current assets 2,114.6 1,828.2
TOTAL ASSETS 3,433.3 3,129.7

51
Making a difference for 25 years

Shareholders Funds Long-term Provisions


This comprises the paid up share capital and reserves & Long-term Provisions are provisions for Leave Entitlements,
surplus. Increase in Share Capital is on account of issue of Gratuity and Employee Stock Appreciation Rights (STAR).
bonus equity shares in the ratio of 1 equity share for every Long-term provisions have increased from ` 8.7 Crores in
1 equity share held and stock options exercised by the FY15 to ` 11.5 Crores in FY16 due to increase in provisions
employees under the ESOP Scheme 2007. Annexure to the towards Gratuity.
Directors Report provides further details of stock options
issued, exercised and pending to be exercised. Short-term Borrowings
Short-term Borrowings represent borrowings taken for
Increase in Reserves & Surplus from ` 1,760.3 Crores in working capital purposes. The short-term borrowings have
FY15 to ` 1,967.8 Crores in FY16 is on account of net profits reduced to ` 152.8 Crores in FY16 from ` 165.4 Crores in
earned during the year, net off the dividend distributed and FY15 due to repayment of various short-term loans out of
reduction in debit balance of hedge reverse pertaining to the internal accruals.
ECB (refer note (a) under Other Expenses).
Trade Payables
Minority Interest Trade payables represent amounts payable to vendors.
Minority Interest represents the share of consolidated
profits attributable to non-Marico shareholders in Marico Other Current Liabilities
Bangladesh Limited. Companys Bangladesh subsidiary, Other Current Liabilities include debts or obligations that are
Marico Bangladesh Limited (MBL), had listed 10% of its equity due within one year from the date of the balance sheet. Other
share capital on the Dhaka Stock Exchange in September Current Liabilities have increased from ` 276.5 Crores in FY15
2009 by issuing fresh shares to public in that country. to ` 375.1 Crores in FY16 on account of reclassification of a
part of ECB (payable within one year from the balance sheet
Increase in minority interest from ` 13.7 Crores in FY15 to date) to Other Current Liabilities.
` 14.3 Crores in FY16 is mainly on account of profits earned
during the year net off the dividend distributed by Marico Short-term Provisions
Bangladesh Limited. Short-term Provisions represent provisions towards employee
benefits, Income tax and Disputed Indirect Taxes. The amount
Long-term Borrowings has increased from ` 95.3 Crores in FY15 to ` 103.3 Crores in
Long-term borrowings represent borrowings which have FY16 primarily due to increase in provision towards increase
repayment schedules exceeding one year. The Long-term in income tax provisions in Marico Bangladesh Limited.
borrowings have come down from ` 168.7 Crores to ` 0.4
Crores primarily due to repayment of the External Commercial Fixed Assets including Intangible Assets and Capital work-
Borrowing (ECB) and the balance due to reclassification in-progress
of part of ECB to Other Current Liabilities (as it is due for Fixed assets represent investments made by the Company
repayment within one year from the date of the balance in tangible assets such as Buildings, Plant & Machinery,
sheet) and impact of translation of ECB loan as at year end as Furniture & Fixtures, etc. Reduction in net Fixed Assets (Gross
per Accounting Standard 11 (AS11). value of Fixed Assets net of depreciation, amortisation and
impairment) from ` 589.8 Crores to ` 582.6 Crores is on
Deferred Tax Liabilities account of normal impact of depreciation & impairment.
Deferred Tax Liabilities (DTL) represent the timing differences
resulting due to variations in the treatment of items as Goodwill on Consolidation
per Income Tax Act, 1961 and Indian Generally Accepted Goodwill on consolidation represents the excess of
Accounting Practices (GAAP). The reduction in DTL from consideration paid over their net assets to acquire companies.
` 12.3 Crores in FY15 to ` 10.2 Crores in FY16 is largely due to Goodwill on Consolidation has increased from ` 489.2 Crores
the timing difference on the treatment of intangibles. in FY15 to ` 498.0 Crores in FY16 mainly due to foreign
currency translation impact on revaluation of goodwill of
foreign subsidiary as per AS11.

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Non-current Investments Inventory


Non-current Investments comprise long-term investments, Inventory includes the stocks of raw material, packing
the full value of which will not be realised before one year material, work-in-process, stock-in-trade and finished goods
from the date of the balance sheet. Increase in non-current held for sale in the ordinary course of business. Decrease
investments from ` 46.8 Crores in FY15 to ` 69.4 Crores in in inventory from ` 994.7 Crores in FY15 to ` 925.8 Crores
FY16 is on account of reclassification of a property as asset in FY16 is mainly due to deflation in raw material costs
held for disposal and increase in investment in bonds. partially offset by higher raw material and finished goods
inventory levels.
Deferred Tax Assets
Deferred Tax Assets represent timing differences resulting Trade Receivables
due to variations in the treatment of items as per Income Tax Trade Receivables include the monies to be received from
Act, 1961 and Indian GAAP. Increase in deferred tax assets its customers against sales made to them. Increase in trade
from ` 4.4 Crores in FY15 to ` 10.3 Crores in FY16 is due to receivables from ` 176.8 Crores in FY15 to ` 252.4 Crores in
timing difference on the treatment of depreciation in Indian FY16 is attributed to a comparatively higher skew of sales
GAAP and The Income Tax Act, 1961 and timing difference towards the end of March 2016 as compared to March 2015.
due to disallowance of certain expenses as per the income
tax laws. Cash and Cash Equivalents
This includes amounts lying in Cash and with the Companys
Long-term Loans and Advances bankers. There is an increase in the cash balances from
Long-term Loans and advances include the amounts paid by ` 204.9 Crores in FY15 to ` 309.7 Crores in FY16 primarily due
the Company recoverable in cash or in kind after 12 months to increase in Fixed Deposits (FD) kept with various banks.
from the balance sheet date. These include security deposits,
advances paid to suppliers in select cases, balance with Short-term Loans and Advances
statutory and government authorities, advances given to Short-term loans and advances include monies to be
Welfare of Mariconians (WEOMA) Trust, etc. Long-term Loans received within one year from the date of the balance sheet.
and Advances have increased from ` 50.6 Crores in FY15 to Increase in short-term loans and advances from ` 179.1
` 100.4 Crores in FY16 during the year mainly due to Crores in FY15 to ` 249.0 Crores in FY16 is mainly on account
additional loan disbursed to WEOMA for funding new STAR of increase in Inter Corporate Deposits and higher advance
schemes. for import.

Other Non-current Assets Other Current Assets


Other non-current assets include receivables/entitlements Other current assets include all other monies to be received
maturing after more than 12 months from the balance within one year from the date of the balance sheet, such as
sheet date. Decrease in Other Non-current assets from interest receivable, export incentive receivable, assets held
` 120.8 Crores in FY15 to ` 58.2 Crores in FY16 is on account for disposal, etc. Decrease in Other Current Assets from
of Minimum Alternate Tax (MAT) Credit utilisation during ` 35.6 Crores in FY15 to ` 30.7 Crores in FY16 is on account of
the year. reclassification of a property as asset held for disposal (and
thus included under non-current investments).
Current Investments
Current investments comprise short-term investments, the Contingent Liabilities
full value of which will be realised before one year from the Contingent liabilities increased from ` 736.8 Crores in FY15 to
date of the balance sheet. It includes investments made in ` 875.7 Crores in FY16.
Mutual Funds, Bank Certificates of Deposits, etc. Increase in
current investments from ` 237.1 Crores in FY15 to ` 347.0 1. Major component of this liability is a possible obligation of
Crores in FY16 is mainly on account of increase in investments ` 685.5 Crores on account of excise duty which has been
in Mutual Funds. explained in detail in the Notes to Accounts.

53
Making a difference for 25 years

2. Other contingent liabilities include letters of credit issued Shareholder Value


in the normal course of business and tax payments The Companys dividend distribution policy is aimed at sharing
disputed with the various regulatory authorities of the its prosperity with its shareholders subject to maintaining an
country. adequate chest for liquidity and growth.

Capital Utilisation Dividend Declared


Given below is a snapshot of various capital efficiency ratios Keeping in mind the increase in profits made by the
for Marico: Company and in an endeavour to maximise the returns
to its shareholders, the Company increased its dividend
Ratio FY16 FY15 payout during the year to 675% (including one time payout
Return on Capital Employed 44.8% 38.9% of 150% declared in March 2016) as compared to 250%
Return on Net Worth 37.0% 36.0% during FY15. The overall dividend payout ratio was 69% of
PAT as compared to 30% during FY15. Subject to its fund
Working Capital Ratios (Group)
requirements towards inorganic growth, the Company shall
- Debtors Turnover (Days) 13 13 endeavour to maintain a dividend payout ratio of 40-50% in
- Inventory Turnover (Days) 57 57 the medium term.
- Net Working Capital (Days) 46 45
including surplus cash Human Resources
Talent and Culture are two strategic drivers for Marico to
Debt: Equity (Group) 0.19 0.35
achieve its business aspiration of becoming an emerging
Finance Costs to Turnover (%) (Group) 0.3% 0.4% market multinational. The HR Functions mission has been to
Note: Turnover Ratios calculated on the basis of average attract and nurture talent to succeed and create a great place
balances. to work.

The ratios have continued to be healthy for the year. They Over the last year, we have taken several initiatives to live
have shown an improvement over last year primarily due to the mission for achieving our business aspiration and make
robust growth in operating profits. a difference to our 2,4611 employees worldwide. The key
highlights are presented below.
The Companys ROCE has been on a rise for the past 5 years
which is depicted in the following chart. In the strategic area of Talent, we built a robust talent pipeline
to meet present and future business needs, in line with our
endeavour to build capability ahead of growth. This involved
ROCE - Past 5 years Trend %
streamlining of the Talent Pipeline Process to formally
44.8 track the talent pipeline for critical positions. To strengthen
our capability building efforts to meet current and future
business needs, we have designed Functional Competency
38.9
frameworks for select functions. This will facilitate talent
development in line with the organisations capability needs
and help promote talent mobility across units in India and
28.7 internationally. As part of our leadership development efforts,
we extended customised development experiences to key
24.9 talent based on their leadership passage.
23.5

Over the Wall, Maricos flagship Business School


2012 2013 2014 2015 2016 engagement program was strengthened to build greater
traction at leading business schools in India to attract top

1
As on March 31, 2016

54 MARICO LIMITED | ANNUAL REPORT 2015-16


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young talent. The program was integrated with our Facebook Marico participated as an invitee at the global Top
page Marico Campus Connections (MC2), which enabled us Companies of Leaders Think Tank event co-hosted by Aon
to organise live case study presentations at campuses and Hewitt and GE at GEs Crotonville campus in USA.
invite audiences to participate in selecting the best teams in
this contest. Similarly, our Best Summer Project contest also Information Technology and Digital
went digital and these initiative garnered 8,547 hits online. Over the last couple of years, the digital forces have brought
about a lot of changes in the business environment. Your
This year, we also launched the Maricos Career page on Company has also recognised the opportunities presented by
LinkedIn to strengthen our employer brand and connect such forces and has developed a strategy to harness them in
with talent. Talview, a video based interview platform was order to become a digitally savvy consumer company.
introduced for hiring in Sales Function across India which has
resulted in faster turnaround time and cost saving for hiring. Your Company has already taken steps to engage with its
customers, consumers and employees through the use of
In the strategic area of Organisational Culture, we SMAC (Social, Mobile, Analytics, Cloud) and platform based
endeavoured to foster Innovation. Innovation Jams were technologies.
leveraged successfully to crowdsource ideas from Mariconians
on specific themes. Maricos first Young Board, comprising
young home grown leaders, successfully completed their
tenure and worked on spotting new business opportunities
Listen
and key organisational initiatives. The succeeding, 2nd
Young Board was constituted to continue the momentum to
strengthen Maricos culture. A Technology Think Tank was Automation Reach
constituted with bright young minds, which explored and
recommended how to leverage technology innovatively.

Continuing with our digital theme, we extended iLearn,


Integrated Consumer
Maricos global technology enabled learning platform, to Experience
all members worldwide. Over 1,500 members (98%) were Analytics Engage
educated on Maricos Code of Conduct through e-learning via
this platform. Members continue to leverage this platform for
competency development. Maricognize, our unique social
recognition program, continues to be leveraged to celebrate
big and small contributions. We also embraced technology Sell Innovate
to organise a global interactive webinar with the MD and
CEO to clarify Maricos business aspirations, progress on
thrust areas, key achievements and also respond to member It follows the cycle of Listen -> Reach -> Engage -> Innovate
questions and concerns. -> Sell -> Analyse - > Automate in order to deliver a better
and integrated experience to the associates and consumers.
These initiatives and efforts over the last few years, have
won us quite a few accolades. We are proud to share that The Company Listens and Engages with its consumers
through Online (saffolalife.com, fitfoodie.in), Social
Marico is ranked No. 3 in the FMCG industry in the 2015 (facebook\SetWetStyling, Sentiment Monitoring) and Mobile
Great Place to Work Study. (Nihar Shanti Amla Angrezi Pathshala, Parachute Advansed
Ayurvedic Hair Oil) channels.
Marico is ranked No. 4 in the 2014 Aon Hewitt Top
Companies for Leaders in India, a study conducted Your Company also rolled out Order Collaboration Platform for
by Aon Hewitt on talent management and leadership its Indian customers (distributors) which has helped in better
development practices globally.

55
Making a difference for 25 years

fill rates, improve visibility of stock outs and thus positively the top line growth will be subdued. In Parachute Rigids,
impacting sales as well as the working of the distributors. The the Company aims to grow volumes in a range of 5-7%, both
Company has also embarked on changing the point of sale in the near term and medium term. Saffola is likely to grow
and Distributor Management Systems to enable improved by circa 10% in the near term due to combination of wider
sales productivity, visibility and commercial controls. This participation and selective pricing inputs. The medium term
has led to a positive impact on the life of the distributors growth prospects are also similar. The Foods franchise is
benefiting them at an overall level and contributing to the expected to contribute up to ` 200 Crores (USD 30 Million)
wellbeing of our associates in a sustainable manner. by FY18. This translates to aggressive growths in the coming
two years. New launches / prototypes in value added hair oils
Sell: E-commerce is an important pivot of growth and with space will aid in premiumising the Companys offering and will
dedicated resources and technology the Company has been further improve its value market shares. The launches will
able to double its annual revenue in the e-commerce channel also help reaching the mass market segment by widening the
as compared to FY15. product offering thus extending the gains in volume market
shares. In the medium term, the Company aims to grow this
As a result of the above platforms, the data available has led franchise at a volume growth rate of 12-15%. On the back
to better descriptive and predictive analytics. Your Company of a continued healthy performance of Gels, renovation of
has already set up the analytics architecture in the back end Deodorants and expected demand due to restage of Livon
to handle the visibility of digital data and its usage across serum, the Youth portfolio is expected to grow at high
functions. Specific projects are in various stages of progress double-digit (>20%) in FY17 and at 15% in the medium
across Sales, Marketing and Supply Chain functions. term. The direct distribution initiative of Project ONE is
expected to supplement volume growths in the Tier I and
Your Company also continuously scans for technologies that Tier II markets. Strategic initiatives in sales and supply chain
are useful and relevant to its business and which can aid in will aim at ushering in efficiency in selling and go-to-market.
increasing the shareholder value through growth, innovation, Over the medium term, operating margin (before allocation
simplification or efficiency. In order to prioritise the relevance of corporate overheads) of about 18% to 19% is sustainable.
of such technologies and to generate ideas on its usage, your However, in the near term, given the soft commodity price
Company successfully conducted an Innovation Jam on tables, the operating margin is likely to remain in the band of
Digital Technologies which sought ideas from its employees. 20-22%.
A team was formed comprising young IT Savvy Managers
from across departments as a Technology Think Tank Marico International
in order to generate top ideas which would contribute to Over the last 12-18 months, the Company has systematically
the growth and business of the Company. Select ideas are invested in the core international markets to strengthen
now being prototyped and taken forward by the respective both the brands and the organisational capability to handle
business teams in collaboration with the IT department. Your growth. With such augmented efforts to build a robust
Company believes that these ideas will add to the sustainable organic growth capability and a stronger organisation,
profitable journey on which we have embarked upon. the Company is also looking at inorganic growth both in
terms of new markets and acquisitions / alliances to step up
Outlook the overall growth in International markets leveraging the
Marico India current management bandwidth. The Company believes that
The year FY17 has begun with deflationary pressures and a the core markets of Bangladesh, Vietnam and MENA are
severe drought in many parts of the country, impacting at Invest to Grow markets and the Company will continue
least 25% of the population. These headwinds may limit the to drive growth with brand restages, new product launches
volume growths in the short-term. However, the forecast of and capability building initiatives apart from aggressively
a normal monsoon has brought some good news. This should tapping and growing new markets. Rest of South East Asia
help lift the consumption levels, especially in the second half and East Africa are the new growth engines for future. The
of FY17. The Company will strive to drive volume growths Company will aim for organic and inorganic growth in these
and maintain medium term growth rates in the range of markets. It expects to clock an organic top line growth of
8-10% by growing the core and rapidly scaling New Products. ~15% in constant currency in the medium term. However, in
In the near term, however, given the Year-on-Year deflation, the near term, given the deflationary headwinds, especially

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in the Bangladesh market, the growths may be a tad lower. However, brands with greater equity and pricing power may
The structural shift in operating margins is expected to be find it easier to adjust prices when the input prices increase
sustained at around 17%. and hold prices when the input prices decline. Your Companys
brands enjoy a significant equity with its consumers and thus
Marico Limited hold adequate purchasing power.
The Company will aim at a volume growth of 8-10% and a
topline growth of ~15% in the medium term. In the near Macro-Economic Factors
term, though, the value growths may be in single digit given In situations of economic constraints, items which are in the
the Y-o-Y deflation in key commodities in core markets. The nature of discretionary spending are the first to be curtailed.
Company will focus on fewer but bigger innovations to Factors such as low GDP growth and high food inflation can
create growth engines of the future. Market growth initiatives result in down-trading from branded to non-branded or
in core categories and expansion into adjacent categories will premium to mass market products.
be supported by investments in ASP with focus on brand
building. The Company will continue to invest in increasing its The Company continuously drives towards making its value
direct reach and Go-To-Market transformation initiatives added products available to masses at affordable prices. Low
in all of its key markets. The Company is focusing on Digital Unit Packs of its Value Added Hair Oils is an attempt in this
initiatives in a big way to improve consumer engagement, direction.
drive sales through e-commerce for internet savvy consumers
and build data Analytics capabilities. In FY17, there are Political Risks
plans to revitalise the cost management initiatives with Unrest and instability in countries of operation can
specific focus on front-end spend effectiveness. Operating significantly impact the business.
margin is expected to be maintained in a band of 17-18%
over the medium term. In the near term, however, given the Marico operates in the Developing & Emerging economies of
soft commodity prices, the margins will witness an upward Asia and Africa and is exposed to political risk and unrest in
bias. The Company will focus on deriving synergies from these markets. However, the Company operates with well-
the unification of India and International FMCG businesses. defined risk management policies to mitigate various risks.
This includes acceleration of cross pollination and portfolio
harmonisation, talent mobility, supply chain synergies Competition
and process harmonisation leading to cost arbitrage. The Increase in number of competing brands in the marketplace,
Company will continue to support various initiatives which counter campaigning and aggressive pricing by competitors
are true to its Purpose of Make a Difference. have the potential of creating a disruption.

Risks & Concerns In last few years, Marico has entered categories such as
Changing Consumer Preferences mass skin care, breakfast cereals, hair styling, post wash
Demand can be adversely affected by a shift in consumer leave-in conditioners, deodorants and hair colors where the
preferences. Given the explosion of social media, the speed competitive intensity is relatively higher as compared to the
of such shift could be very swift. segments it has been operating in hitherto, such as coconut
oil, hair oils and refined edible oils.
Marico invests significantly in consumer in-sighting to adapt
to changing preferences. The Company also actively watches Renewed focus on Ayurveda / Naturals / Indian by a few new
the social media trends to spot early trends in consumer players has brought in different competitive dimensions in
preferences. Maricos core portfolio.

Input Costs The Company believes that healthy competition is good for
Unexpected changes in commodity prices can impact businesses as it focuses management attention on offering
margins. The past few years have witnessed wide fluctuations its consumers differentiated high-quality products that
in the input materials prices. As a result, the overall level of address consumers needs. With such service approach the
uncertainty in the environment continues to remain high. Company expects to win and retain its consumer franchise.
The Company also focuses on protecting volumes in
preference to short-term profitability.

57
Making a difference for 25 years

Product Innovation and New Product Launches Private Labels


Success rate for new product launches in the FMCG sector is Expansion of modern trade can lead to emergence of private
low. New products may not be accepted by the consumer or labels. While the risk of private labels has been low in India,
may fail to achieve the sales target. Even more so in cases this can change quickly with e-commerce gaining traction in
where industry leaders invest behind creating new categories. Urban India.

Marico has adopted the prototyping approach to new product Talent acquisition and retention
introductions that helps maintain a healthy pipeline and at Inappropriate hiring and inability to retain top talent may
the same time limits the downside risks. result in a firms inability to pursue its growth strategies
effectively.
Foreign Currency Exposure
Marico has a significant presence in Bangladesh, South Marico invests heavily in hiring right and talent
East Asia, Middle East, Egypt and South Africa. The Group development & engagement. This helps provide fulfilling
is therefore exposed to a wide variety of currencies like careers to members in Marico. Marico has identified having a
the US Dollar, South African Rand, Bangladeshi Taka, UAE robust Talent Value Proposition as one of the Transformation
Dirham, Egyptian Pound, Malaysian Ringgit, Myanmar areas to drive sustainable growth over long run.
Chats and Vietnamese Dong. Import payments are made in
various currencies including but not limited to the US Dollar, Compliance
Australian Dollar and Malaysian Ringgit. Inadequate compliance systems and processes pose a
reputation risk for an organisation. They may result in
Significant fluctuation in these currencies could impact the financial losses and penalties.
Companys financial performance. The Company is, however,
conservative in its approach and uses plain vanilla hedging Marico has invested in compliance systems and processes to
mechanisms. ensure that all its functions and units are aware of the laws
and regulations to comply with and that adequate monitoring
Funding Costs mechanism are put in place to ensure compliance.
Though the FMCG sector is not capital intensive, fund
requirements arise on account of inventory position building, Internal Control Systems and their Adequacy
capital expenditure undertaken or funding inorganic growth. Marico has a well-established and comprehensive internal
Changes in interest regime and in the terms of borrowing will control structure across the value chain to ensure that
impact the financial performance of the Group. all assets are safeguarded and protected against loss
from unauthorised use or disposition, all transactions
The Group maintains comfortable liquidity positions, thereby are authorised, recorded and reported correctly and that
insulating itself from short-term volatility in interest rates. operations are conducted in an efficient and cost effective
manner. The key constituents of the internal control
Acquisitions system are:
Acquisitions may divert management attention or result
in increased debt burden on the parent entity. It may also Establishment and periodic review of business plans
expose the Company to country specific risk. Integration of
Identification of key risks and opportunities and regular
operations and cultural harmonisation may also take time
reviews by top management and the Board of Directors
thereby deferring benefits of synergies of unification.
Policies on operational and strategic risk management
Marico has been able to integrate its acquisitions with the
Clear and well defined organisation structure and limits of
mainstream with focus on talent and processes. Given its
financial authority
comfortable liquidity position and conservative capital
management practices, the acquisitions have not put any Continuous identification of areas requiring strengthening
significant pressure on the financial position of the Group. of internal controls

Operating procedures to ensure effectiveness of


business processes

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Systems of monitoring compliance with statutory ensures independence as well as effective value addition.
regulations
Internal Financial Controls (IFC)
Well-defined principles and procedures for evaluation of
As per section 134 (5) (e) of Companies Act, 2013, IFC
new business proposals/capital expenditure
means the policies and procedures adopted by company for
A robust management information system ensuring:

A robust internal audit and review system


- Accuracy & completeness of accounting records
A robust framework on Internal Financials Controls
- Orderly & efficient conduct of business, including
An effective whistle blowing mechanism adherence to policies

The statutory auditors, as part of their audit process, carry - Safeguarding of its assets
out a systems and process audit to ensure that the ERP
- Prevention & detection of Frauds
and other IT systems used for transaction processing have
adequate internal controls embedded to ensure preventive For Listed companies, requirement is to have IFC framework
and detective controls. The audit report is reviewed by in place and ensure operating effectiveness of controls.
the management for corrective actions and the same is Marico India developed IFC framework basis review of Policies,
also presented to and reviewed by the Audit Committee of procedures and processes. Controls for each of the processes
the Board. were documented. Design and operating effectiveness of
controls was tested by management and later audited by
Internal audits are undertaken on a continuous basis, covering the statutory auditors. Your statutory auditors have given a
various areas across the value chain like procurement, clean report after checking effectiveness of controls.
manufacturing, supply chain, sales, marketing and finance.
The internal audit program is reviewed by the Audit Committee The management believes that strengthening IFC is a
at the beginning of the year to ensure that the coverage continuous process and therefore it will continue its efforts
of the areas is adequate. Reports of the internal auditors to make the controls smarter with focus on preventive and
are regularly reviewed by the management and corrective automated controls as opposed to mitigating and manual
action is initiated to strengthen the controls and enhance controls. Over a period, the Company will also extend this
the effectiveness of the existing systems. Summaries of the framework to its overseas subsidiaries.
reports are presented to the Audit Committee of the Board.

Ernst & Young LLP has been carrying out internal audits for
Marico for the last three years. The work of internal auditors
is coordinated by an internal team at Marico. This combination
of Maricos internal team and expertise of a professional firm

59
Making a difference for 25 years

Business Responsibility Report

Section A: General Information about the Company

No. Particulars Company Information


1 Corporate Identification Number (CIN) of the Company L15140MH1988PLC049208
2 Name of the Company Marico Limited
3 Registered Office & Corporate Office 7th floor, Grande Palladium 175, CST Road, Kalina, Santa
Cruz (East) Mumbai, Maharashtra 400098
4 Website www.marico.com
5 E-mail ID [email protected]
6 Financial year reported Year ended on March 31, 2016 (FY16)
7 Sector(s) that the Company is engaged in (industrial Edible Oils NIC Code 10402
activity code-wise) Value Added Hair Oils NIC Code 20236 Coconut Oil, Super
Premium Refined Edible Oils, Oats Meal, Hair Oils, Hair Gels
& Creams, Post Wash Hair Conditioner, Male Deodorants
8 List three key products/services that the Company Edible oils, hair oils and personal care
manufactures/provides (as in balance sheet)
9 Total number of locations where business activity is a)  Marico through its subsidiaries has operations in
undertaken by the Company Bangladesh, UAE, Egypt, Vietnam and South Africa.
(a) Number of International Locations (Provide details of b) Marico Limited has its Corporate Office in Mumbai and
major 5) its manufacturing units are located at Pondicherry,
(b) Number of National Locations Kanjikode, Perundurai, Jalgaon, Paonta Sahib,
Dehradun and Baddi. It also has regional offices at
Delhi, Mumbai, Kolkata and Hyderabad.
10 Markets served by the Company - India through domestic operations
- Exports are done to other countries such as
Singapore, Malaysia, Nepal, Canada and the USA.

Section B: Financial Details of the Company

No. Particulars Company Information


1 Paid up Capital, as on 31.3.16 129,01,71,198 equity shares of ` 1 each aggregating to `
129,01,71,198
2 Turnover : Gross ` 4,954.50 Crores
: Net ` 4,947.37Crores
3 Profit after Tax ` 701.86 Crores
4 Total Spending on Corporate Social Responsibility (CSR)
a) in ` a) 10.02 Crores
b) As a percentage of profit after tax (%) b) 1.84% (Percentage of PAT for the FY16)
5 List the activities, in which expenditure in 4 above, has i. Scalability of Social Organisations
been incurred ii. Community Development
iii. Education
iv. Health Care
v. Livelihood enhancement
vi. National Emergency & Disaster Relief

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Section C: Other details

1. Does the Company have any Subsidiary Company/ Companies?


Yes

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the
number of such subsidiary company(ies)
Yes. One subsidiary company participates in BR initiatives of Marico Limited.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR
initiatives of the Company? If yes, then indicate percentage of such entity/entities? [ Less than 30%, 30-60%, More than
60%]
Yes. Less than 30% of the associated entities participate in BR initiatives of Marico.

Section D: Business Responsibility (BR) Information

1. Details of Director/Directors responsible for BR


a. Details of the Director/Directors responsible for implementation of the BR policy/policies

No. Particulars Company Information


1 DIN Number 05251806
2 Name Mr. Saugata Gupta
3 Designation Managing Director & CEO

b. Details of BR head :

No. Particulars Company Information


1 DIN Number NA
2 Name Mr. Jitendra Mahajan
3 Designation Chief Supply Chain Officer & BR Head
4 Telephone Number 022 66480480
5 e-mail ID [email protected]

2. Principle-wise (as per National Voluntary Guidelines (NVGs)) Business Responsibility Policy/policies

The response regarding the above 9 principles (P1 to P9) is given below
No. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
1. Do you have policy/policies for . Y Y Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with the relevant Y Y Y Y Y Y Y Y Y
stakeholders?
3. Does the policy conform to any national/ international standards? If Policies are prepared ensuring adherence
yes, specify? (50 words) to applicable laws and in line with
international standards such as ISO, GRI,
ILO, and OSHA.
4. Has the policy been approved by the Board? Y Y Y Y Y Y Y Y Y
If yes, has it been signed by MD/owner/CEO/appropriate Board
Director?
61
Making a difference for 25 years

No. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
5. Does the Company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y
Director/Official to oversee the implementation of the policy?
6. Indicate the link for the policy to be viewed online? 1. http://marico.com/investorspdf/
Corporate_Social_Responsibility_
Policy.pdf
2. http://marico.com/about-us/code-of-
conduct
3. http://marico.com/investorspdf/
Sustainability_Policy_approved_
June_20,_2016.pdf
7. Has the policy been formally communicated to all relevant internal Y Y Y Y Y Y Y Y Y
and external stakeholders?
8. Does the Company have in-house structure to implement the policy/ Y Y Y Y Y Y Y Y Y
policies?
9. Does the Company have a grievance redressal mechanism related to Y Y Y Y Y Y Y Y Y
the policy/policies to address stakeholders grievances related to the
policy/policies?
10. Has the Company carried out independent audit/evaluation of the N N N N N N N Y N
working of this policy by an internal or external agency?

2a. If answer to No. 1, against any principle is No, please explain why: (Tick up to 2 options)

No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. The Company has not understood the Principles
2. The Company is not at a stage where it finds itself in a position
to formulate and implement the policies on specified principles
Not Applicable
3. The Company does not have financial or manpower resources
available, for the task
4. It is planned to be done within next 6 months
5. It is planned to be done within the next 1 year
6. Any other reason (please specify)

3. Governance related to Business Responsibility (BR):


Information with reference to BRR framework:

No. Questions Information


1. Frequency of review, by the BR Committee BR Committee comprises the Managing Director, who heads the
to assess the BR performance. Committee and four senior managerial personnel. The BR Committee
reviews the Business Responsibility performance of the Company on
annual basis.
2. Does the Company publish a BR or BR report as well as Sustainability report is published on annual basis.
a Sustainability Report? What is the Marico is publishing both the reports for the first time for year ended on
hyperlink for viewing this report? How March 31, 2016 (FY16).
frequently it is published?

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Section E: Principle-wise Performance by our values and beliefs. This helps in creating a work
environment that is conducive to our employees and our
associates. The Code sets out the guidelines to be followed
Principle 1: Business should conduct and govern
by each member of Marico group.
themselves with Ethics, Transparency and Accountability.
Any business without ethics cannot win the trust of the
Members of Code of Conduct Committee (CCC)
stakeholders. Our philosophy is to conduct the business
with high ethical standards in our dealings with all the No. Designation
stakeholders that include employees, customers, suppliers, 1. Chief Human Resources Officer
government and the community. 2. Chief Financial Officer
3. Chief Legal Counsel
We have enacted a Code of Conduct and Marico Code 4. Chief - Business Process Transformation & IT
of Business Ethics with the underlying philosophy of
5. Head Learning & Development
conducting our business in an ethical manner as enshrined
6. Business HR Head Corporate functions

Information with reference to BRR framework:

No. Questions Information


1.1 Does the policy relating to ethics, bribery The Code of Conduct of Marico provides guidelines on ethics, bribery and
and corruption cover only the Company? corruption. It is binding to all Marico employees only. However, the guidelines
Yes/ No. Does it extend to the Group/ are communicated to most of our key associates like vendors, suppliers and it
Joint Ventures/ Suppliers/Contractors/ is expected that they will follow it while their interactions with Marico.
NGOs /Others?
1.2 How many stakeholder complaints have The Code of Conduct Committee is located at the Head Office and has
been received in the past financial year members across various functions. Marico has taken significant steps to
and what percentage was satisfactorily ensure that our members understand and practice our Code of Conduct.
resolved by the management? If so, The Company has a very thorough internal and external mechanism of
provide details thereof, in about 50 investigation for all complaints as it has a significant bearing on the individual
words or so. and the organisation. The Company invests a lot of resources in maintaining
its Code of Conduct.
In the financial year 2015-16, we have received 18 complaints as follows:
Quarter 1: 2
Quarter 2: 4
Quarter 3: 6
Quarter 4: 6
We have satisfactorily resolved 56% of the cases. The Company continues to
investigate in the remaining cases through internal as well as independent
external investigation agencies.

Principle 2: Business should provide goods and services consideration of global developments. This is supported
that are safe and contribute to sustainability throughout by comprehensive research and testing facilities at the
their life cycle. manufacturing locations whose laboratories conform to ISO/
Our robust commitment to ensure compliance with relevant IEC 17025 and are certified by National Accreditation Board
standards of health and safety commences at the design for Testing and Calibration (NABL). Marico uses proprietary
stage, wherein appropriate health and safety elements across software for regular monitoring and review of stringent raw
manufacturing, delivery and consumption are identified materials specifications.
and evaluated. New products are developed after careful

63
Making a difference for 25 years

For development of product concept, the health & safety manufacturing etc. This helps in ensuring compliance of all
impacts of products and services are assessed through artworks for quality and legal requirements.
clinical study to understand the clinical benefits. Such a study
is carried out using standard scientific instruments used Manufacturing facilities and key third party units of Marico are
world-wide. certified with ISO 22000 for Foods safety and ISO 22716 for
Good manufacturing practices in cosmetics. Marico is one of the
Marico has an internal Artwork Management System (AMS) very few companies which have been certified for ISO 10002
managed by Quality Team encompassing all relevant certification standard which emphasises on Quality Management
stakeholders such as legal, marketing, packaging, regulatory, system for Consumer Response Management process.

Information with reference to BRR framework:

No. Questions Information


2.1 List up to 3 of your products or services Maricos business strategy is to be in the area of Beauty and wellness. Its
whose design has incorporated social product portfolio addresses the social needs through its brands like Saffola,
or environmental concerns, risks and/ Parachute, Mediker, Revive and Livon. In addition to this, it is exploring new
or opportunities. products with its R&D team to produce affordable products on health and
personal care sectors.
Marico is also creating awareness about healthy lifestyle by educating
consumers on the physical fitness, obesity, healthy eating habits and
Sustainable life styles.
2.2 For each such product, provide a) Marico has taken various initiatives in energy reduction in manufacturing
the following details in respect of process of Saffola and Parachute. Below are some cases
resource use (energy, water, raw
1. 125 KW Steam Turbine installed at Baddi which resulted in savings of
material etc.) per unit of product
105503 KWH.
(optional):
2. At Pondicherry unit, process improvement of elimination of 2nd
(a) Reduction during sourcing/
stage Expeller kettle yielded 1.47 KW/MT.
production/ distribution
achieved since the previous year 3. Provision of VFD in Expeller drive at Kanjikode reduced the power
throughout the value chain? consumption by 44928 Units / Annum

Reduction during usage by


(b)  4. Productivity improvement at Jalgaon refinery saved 69920 KWH /
consumers (energy, water) annum.
has been achieved since the
Details of various initiatives are provided in Sustainability report.
previous year?
b) Maricos products are related to human consumption or usage for wellness
& beauty. Products usage or consumption attracts very less use of energy
or water and we are in assessing opportunities of improvement in this
stage.

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No. Questions Information


2.3 Does the Company have procedures One of the key pillars of Maricos Procurements Excellence Framework is Long-
in place for sustainable sourcing term Sustainable Supply Assurance. As many of Maricos raw materials are
(including transportation)? (a) If yes, agricultural commodities, Marico engages or enables interventions which are
what percentage of your inputs was win-win for the farmer & Marico. The initiatives drive to improve the farmers
sourced sustainably? Also, provide wellbeing and delivering uninterrupted supply to Marico. These initiatives are
details thereof, in about 50 words directed for Coconut, safflower, oats production in India.
or so.
Marico Agri-extension team works to improve the productivity of the farmers
through adopting the correct & modern package of practices.
Marico collaborates with the local government agencies to drive programs for
backward or drought affected areas.
Marico ensures availability of good quality certified seeds/seedlings to
safflower farmers to improve the crop productivity.
Marico is funding research with Government & Non-government agencies to
develop & release of newer & better varieties of seeds
Considering these efforts, agri-based buying is done in a sustainable way
which contributes to 79% of overall procurement.
2.4 Has the Company taken any steps Marico has various initiatives to do disintermediation & help the small
to procure goods and services from producer.
local & small producers, including
Contract farming in Safflower enables that farmers have assurance of a
communities surrounding their place
buyer even before they sow a crop & that too at a specific price. This helps
of work? (a) If yes, what steps have
the farmer to manage his price risk very effectively. In addition the farmer
been taken to improve their capacity
receives support in getting the right seed material & training on the correct &
and capability of local and small
modern package of practices as well.
vendors?
For Copra, Marico over the last 10 years has set-up Collection Centers
so that the small farmer converters can directly supply the material to the
Company within a 20-30 km radius from his production point. This enables
the farmer to avoid the middleman & also have an assured buyer for their
produce. The farmers are educated to produce the right quality of material
so as to get maximum value for their produce.

Marico has also encouraged farmers to setup CPCs (Coconut Producer
Companies) whereby they can source coconut for Marico. It again helps the
farmers get an assured buyer.
2.5 Does the Company have a mechanism Our production process is based on principles of optimising the material and
to recycle products and waste? If yes, energy resources. Our products are consumer goods and hence they are
what is the percentage of recycling consumed at consumers end during usage. Therefore, recycling of product is
of products and waste (separately as very less and can be mentioned in category of less than 5%.
<5%, 5%-10%, >10%) ? Also, provide
There is a well-defined policy to take back products which are expired or found
details thereof, in about 50 words or
with some packaging defects in order to recycle them to best possible extent.
so.
Most of the process waste is recycled and utilised for creating value added
products. We also ensure recycling or reuse of the primary / secondary packaging
material at our factories wherever possible. Packaging materials which cannot
be reused are sold to authorised recyclers. Overall, waste recycling happens for
all waste material and can be categorised as greater than 10%.

65
Making a difference for 25 years

Principle 3: Business should promote the wellbeing of all Marico ensures overall well-being of its employees. It
employees. organises programs in various areas like financial well-being,
We believe that our human capital is one of the most valuable physical well-being etc.
resources to tap the perennial growth of business. Maricos
Code of Conduct provides guidelines for employee well- Marico would focus more on capability building of the personnel
being related to participation, freedom, gender equality, based on job/role requirements, technical knowledge and soft
good environment and harassment free workplace. A strong skills. Annual plans are made for individual members through
deployment mechanism is established for deployment of self-learning or classroom training modes.
guidelines and grievance redressing mechanism.

Information with reference to BRR framework:

No. Questions Information : as on March 31, 2016


3.1 Please indicate the Total number of employees. 1,463
3.2 Please indicate the Total number of employees hired on temporary/ 18
contractual/casual basis.
3.3 Please indicate the Number of permanent women employees. 165
3.4 Please indicate the Number of permanent employees with disabilities. 4
3.5 Do you have an employee association that is recognised by Yes
management?
3.6 What percentage of your permanent employees is members of this 11%
recognised employee association?
3.7 Please indicate the Number of complaints relating to child labour, Complaints Filed Resolved
forced labour, involuntary labour, sexual harassment in the last
Child Labour / Forced 0 0
financial year and pending, as on the end of the financial year.
labour
Involuntary Labour 0 0
Sexual Harassment 1 1
Discriminatory 0 0
employment
3.8 What percentage of your under mentioned employees were given Employee % trained on Safety &
safety & skill upgradation training in the last year? Categories Skill Upgradation(*)
a) Permanent 100%
employees
b) Permanent 100%
women
employees
c) Contract 100%
employees
d) Employees with 100%
disabilities

* Excluding members on long duration leaves

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Principle 4: Business should respect the interests of, and agriculture. Almost all these crops are grown under rain-fed
be responsive towards all stakeholders, especially those conditions in some of the most moisture stressed regions of
who are disadvantaged, vulnerable and marginalised. the country. We have realised the importance of robust agri-
Marico believes that the performance of business enterprises supply chains towards contributing for sustainable business
must be measured in terms of the value they create for and have hence decided to deepen our engagement with the
society. As part of its Triple Bottom Line commitment, Marico suppliers. It is mutually beneficial to enable rural farmers to
is committed to make growth more inclusive by focusing on strengthen their production system and enhance yields on a
the needs of identified stakeholders. Marico procures raw sustainable basis.
materials from the rural communities who are engaged in

Information with reference to BRR framework:

No. Questions Information


4.1 Has the Company mapped its internal Marico has always acknowledged the vital contribution of all stakeholders such
and external stakeholders? Yes/No as employees, communities, suppliers, customers, regulatory bodies, industry
associations, shareholders, academic institutes and media in building a
sustainable business and has accorded importance to their voices and concerns.
During FY16, Marico has carried out comprehensive stakeholder identification
program. This allowed us to understand the needs and expectations of our
stakeholders better.
4.2 Out of the above, has the Company The stakeholder engagement program is deployed by focusing on each
identified the disadvantaged, identified stakeholder from various business divisions of the organisation.
vulnerable & marginalised We are working towards betterment of communities in the vicinity of our
stakeholders? manufacturing plants which are located in underdeveloped regions of the
country. We have identified stakeholders and we are working on projects
for them.
4.3 Are there any special initiatives taken Marico makes conscious efforts for the communities residing in close proximity
by the Company to engage with of Maricos production units so as to enable them improve their standard of
the disadvantaged, vulnerable and living. Maricos inclusive models enable these neighboring communities to live a
marginalised stakeholders? If so, life of social and economic dignity, thus responding meaningfully to their needs
provide details thereof, in about 50 and aspirations.
words or so.
1. We directly procure raw material from farmers in Kerala and Tamil Nadu
giving them opportunity to maximise their earnings.

2. We are also carrying out hygiene awareness sessions for school children to
inculcate healthy living habits through Teach Little Minds initiative.

3. 
Our Girl child education program aims at improving literacy levels in
underdeveloped societies.

4. Farmers First programs helps in improving cultivation practices for farmers


so that they get better yield.

67
Making a difference for 25 years

Principle 5: Businesses should respect and promote informal avenues of raising any form of grievance through
human rights. ethics helpline, through various forums like open houses and
The organisation maintains engaging and transparent / or network calls, anonymous modes of raising grievances,
relations with all its members, associates and any related etc.
Associations. The organisation has well entrenched guideline
led policies and practices to address and redress grievances The organisation strives to redress the grievance through
of any nature. These include formal mechanisms administered discreet or formal investigation, dialoguing, and initiating
through committees set up for review of grievances (including appropriate consequence and / or remedial actions. Detailed
those that may lead to allegations of conduct breaches and guidelines for the same are also incorporated in the Code
/ or sexual harassment, etc.) The mechanisms also include of Conduct.

Information with reference to BRR framework:

No. Questions Information


5.1 Does the policy of the Company on Maricos Code of Conduct policy covers the guidelines on Human rights and
human rights cover only the Company its applicable to all members of Marico group. Its also shared with associates
or extend to the Group/Joint Ventures/ through various forums. Members and associates have been provided many
Suppliers/Contractors/NGOs/Others? options to speak up fearlessly to report any violations of the Code, or share
their concerns confidentially through various modes such as toll-free number,
email, website helpline, complaint drop box and access to Committee members
as per the various Committees under the Code of Conduct.
5.2 How many stakeholder complaints One complaint was received and it was satisfactorily resolved.
have been received in the past
financial year and what percent
was satisfactorily resolved by the
management?

Principle 6: Business should respect, protect, and make use the renewable energy at the plants and corporate offices.
efforts to restore the environment. We are also conducting energy audits every year and taking
Majority of the manufacturing locations of Marico are the measures to improve the energy efficiency continuously.
certified as per ISO: 14001 Environment Management
System. Our largest manufacturing plant at Baddi, Himachal Our corporate office in Mumbai is a Green Building certified
Pradesh has been certified as per ISO: 50001 Energy by USGBC where an important project on Reduction of
Management System. Fuel consumption for process heat is Illumination energy reduction got completed. It has rolled
an important factor in operations. Marico has used biomass out projects for water free Urinals and recycling of waste
for process heat to ensure minimal environment impact. water. We have also initiated the process of reporting our
There are several innovative technologies which have been sustainability performance as per the GRI G4 Guidelines.
implemented to reduce the energy consumption as well as to

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Information with reference to BRR framework:

No. Questions Information


6.1 Does the policy related to Principle 6 Maricos Sustainability Policy extends to all the stakeholders the organisation
cover only the Company or extends to deals with including suppliers, contractors, NGOs and others. We aim to
the Group/Joint Ventures/Suppliers/ propagate the principles of Sustainability throughout our Value chain & to all
Contractors/NGOs/others. stakeholders.
6.2 Does the Company have strategies/ Marico has been working on climate change issues by improving its process
initiatives to address global efficiency and taking initiatives in energy efficiency, developing green zones at
environmental issues such as climate units and water conservation etc.
change, global warming, etc.? Y/N.
In order to streamline the efforts and set common objective, a central
If yes, please give hyperlink for
Sustainability and SHE policy has been prepared which is applicable across the
webpage etc.
group.
Marico is also exploring more renewable energy resources for reducing GHG
emissions.
Relevant case studies are shared in Sustainability report FY16.
6.3 Does the Company identify and Marico accordingly has identified several environmental risks that can impact
assess potential environmental risks? the long-term sustainability of the organisation via aspect impact analysis.
Y/N
6.4 Does the Company have any project NA
related to Clean Development
Mechanism? If so, provide details
thereof, in about 50 words or so. Also,
if Yes, whether any environmental
compliance report is filed?
6.5 Has the Company undertaken Marico has taken multiple initiatives for energy efficiency and renewable energy.
any other initiatives on clean It has setup solar panels for lighting. Most of the high fuel consuming units
technology, energy efficiency, meet their energy demand through biomass.
renewable energy, etc ? Y/N. If yes,
The Corporate Office in Mumbai is certified Green Building and is making use of
please give hyperlink for web page
LED lights for energy conservation.
etc.
Other energy conservation initiatives at our manufacturing locations include
power factor correction capacitor banks, boiler efficiency improvement,
retrofitting high efficiency motors and installation of variable frequency drives.
Relevant case studies are shared in Sustainability report FY16.
6.6 Are the Emissions/Waste generated Yes
by the Company within the
permissible limits given by CPCB/
SPCB for the financial year being
reported?
6.7 Number of show cause/ legal notices Nil
received from CPCB/SPCB which
are pending (i.e. not resolved to
satisfaction) as on end of Financial
Year.

69
Making a difference for 25 years

Principle 7: Business, when engaged in influencing government bodies in regulatory, operational and other
public and regulatory policy, should do so in a responsible areas by working along with these institutions. Food safety,
manner. consumer awareness etc. are some of the areas where Marico
Marico is engaged with associations like FICCI, CII, SEA, participated with them.
IBHA etc. It contributes in development of Industry and

Information with reference to BRR framework:

No. Questions Information


7.1 Is your Company a member of any Marico is associated with several associations
trade and chamber or association? If 1. Federation of Indian Chambers of Commerce and Industry (FICCI).
Yes, Name only those major ones that 2. Indian Beauty & Hygiene Association (IBHA)
your business deals with. 3. Tamil Nadu Agricultural University (TNAU)
4. Indian Agricultural Research Institute (IARI)
5. Solvent Extractors Association (SEA)
6. Consumer Guidelines Society of India (CGSI)
7. Indian Merchant Chambers (IMC)
8. Confederation of Indian Industry (CII)
7.2 Have you advocated/lobbied Marico is associated with above institutions with an intention of mutual learning
through above associations for the and contribution in development of processes.
advancement or improvement of
Marico has been instrumental in developing capabilities of FSSAI officers. In last
public good? Yes/No; if yes specify the
seven years we have trained over 2,200 food safety officers all across India.
broad areas (drop box: Governance
and Administration, Economic
Reforms, Inclusive Development
Policies, Energy security, Water,
Food Security, Sustainable Business
Principles, Others)

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Principle 8: Businesses should support inclusive growth 2. Corporate Social programs like Farmer first, Chhote
and equitable development. Kadam Pragati ke aur (child education program
Our stated purpose is to Make a Difference. A firm has sponsored by Nihar Shanti Amla, a hair oil brand),
to work closely with its ecosystem to create a sustainable Saffolalife (a preventive healthcare program sponsored
& inclusive growth for all. Marico believes that social, by Saffola, a healthy foods brand), I am capable (a
environmental and economic values are interlinked and woman empowerment initiative sponsored by Nihar
we belong to an Interdependent Ecosystem comprising Naturals).
Shareholders, Consumers, Associates, Employees, a. We intend to work along with our stakeholders &
Government, Environment and Society. We are committed consumers to ensure that their capabilities increase
to ensure a positive impact of our existence on all these and they live a better life.
stakeholders.
3. Unit level CSR projects
Its our continuous endeavour to integrate sustainability a.  Manufacturing units of Marico are spread over
considerations in all our business decisions. Maricos CSR different regions in India and lots of projects are
initiatives can be grouped in 3 categories as taken by local teams to improve health, education,
environment, hygiene and infrastructure of society
1. Social Innovation acceleration project (SIAP) sponsored where we live and operate.
by Marico Innovation Foundation, a not-for-profit
subsidiary of Marico. Thus, we contribute not only to economic & social development
but also work along with underdeveloped communities to
a. These programs are aimed at promoting innovation improve their lifestyle.
in society and contribute in nations development.

71
Making a difference for 25 years

Information with reference to BRR framework:

No. Questions Information


8.1 Does the Company have specified Marico has undertaken various programs in societal development. Marico
programs/initiatives/projects in pursuit Innovation Foundation works towards fostering innovation in India.
of the policy related to Principle 8? If yes
Apart from this, Marico also runs programs like Chote Kadam pragati ke
details thereof.
aur, Saffolalife, Shikshamev jayate, Sakshar Beti Sudhrud Samaj and
more primarily in areas of health and education.
8.2 Are the programs/projects undertaken Marico Innovation Foundation (MIF), the CSR arm of Marico, leads the CSR
through in-house team/own foundation/ activities along with the efforts of brands and business. Manufacturing
external NGO/government structures/ and procurement teams take up the initiatives related to community
any other organisation? development in their areas.
8.3 Have you done any impact assessment Marico has done impact assessment for its initiatives Going to School
of your initiative? baseline and end line assessment and Sesame Workshop India baseline
study through IMRB International.
8.4 What is your Companys direct Marico has spent overall ` 10.02 Crores for community development
contribution to community development activities. Following are projects undertaken
projects (Amount in ` and the details of
1. Educate girl child promoting girl education and helping girl students
the projects undertaken)?
for learning
2. Mobile pathshala distance learning program
3. Saffolalife Preventive healthcare promotion program
4. Initiative for improving agriculture productivity
5. Social innovation acceleration program improving capability of social
organisations
8.5 Have you taken steps to ensure that this Maricos CSR initiatives are rolled out directly or in partnership with non-
community development initiative is profit organisations. This helps in increasing reach as well as ensuring the
successfully adopted by the community? adoption of initiative by communities. Project teams track the reach and
Please explain in 50 words, or so. take necessary steps to make it successful.

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Principle 9: Businesses should engage with and provide directly to create sanitation and hygiene awareness amongst
value to their customers and consumers in a responsible school children through Teach little minds program.
manner.
Marico is in the business of consumer goods and its products Marico Corporate Quality team is certified for Customer
are related to beauty and wellness. Its our continuous compliant management system ISO 10002. This provides
endeavour to educate consumer on good lifestyle. We a systematic approach to understand consumer issues and
promote good living habits and knowledge about health improve production processes accordingly.
through our initiative Saffolalife. We work with people as
well as Government and private agencies to create awareness Product development team ensures that the formulations
about hygiene and product regulations. are made from sustainable raw material and they do not have
any after effects in usage also.
As part of organisations commitment to engage with
stakeholders, Marico conducts quality awareness drives

Information with reference to BRR framework:

No. Questions Information


9.1 What percentage of customer complaints/ Following is the status of customer complaints / consumer cases as on the
consumer cases are pending as on the end of financial year ended on March 31, 2016
end of financial year.
1. Customer complaints Nil
2. Consumer cases - 3
9.2 Does the Company display product Marico adheres to all the applicable regulations regarding product labeling
information on the product label, over and displays relevant information on it.
and above what is mandated as per local
laws? Yes/No/N.A. /Remarks (additional
information)
9.3 Is there any case filed by any stakeholder No case filed by any stakeholder related to the mentioned subject is pending
against the Company regarding unfair as at the end of financial year ended on March 31, 2016.
trade practices, irresponsible advertising
and/or anti-competitive behavior during
the last five years and pending as on end
of financial year. If so, provide details
thereof, in about 50 words or so.
9.4 Did your Company carry out any Consumer satisfaction is important for business. Marico connects with
consumer survey/ consumer satisfaction consumer with multiple touch points. A survey is conducted with sample
trends? consumers to understand the product quality feedback by Corporate quality
team.
It has also established a process of Consumer Complaint Management
system ISO 10002. This helps in systematic resolution of all complaints and
helps in improving consumer delight.

73
Making a dierence for 25 years

Boards Report

To the Members, RESERVES


There is no amount proposed to be transferred to the
Your Board of Directors (Board) is pleased to present the Reserves.
Twenty Eighth Annual Report of your Company, Marico
Limited, for the year ended March 31, 2016 (the year under BONUS ISSUE AND RECLASSIFICATION OF AUTHORIZED
review, the year or FY16). SHARE CAPITAL OF THE COMPANY

In line with the requirements of the Companies Act, 2013 (the In order to increase the overall liquidity to enable broad-
Act) and the Securities and Exchange Board of India (Listing based investor participation, the Company, during the year
Obligations and Disclosure Requirements) Regulations, 2015 under review issued bonus equity shares in the ratio of
(the SEBI Regulations), this report covers the nancial results 1:1 to the shareholders which were allotted in December,
and other developments during the nancial year April 1, 2015.
2015 to March 31, 2016 in respect of Marico Limited (Marico
or the Company or your Company) and Marico Consolidated To facilitate the aforesaid bonus issue, your Company
comprising Marico, its subsidiaries and associate in India and re-classied its Authorized Share Capital to Rs. 215 Crores
overseas. The consolidated entity has been referred to as divided into 150 Crores Equity Shares of Re. 1 each and
Marico Group or Your Group in this report. 6.5 Crores Preference Shares of Rs. 10 each, which led to
consequential alteration of Clause V of the Memorandum of
FINANCIAL RESULTS - AN OVERVIEW Association of your Company.
(r in Crore)
DIVIDEND
Year ended Year ended
Particulars March 31, March 31, Your Companys wealth distribution philosophy has aimed at
2016 2015 sharing its prosperity with its shareholders, through a formal
earmarking/disbursement of prots to the shareholders.
Consolidated Summary Financials
for the Group
Your Companys distribution to equity shareholders during
Revenue from Operations 6,132.04 5,732.98 FY16 comprised the following:
Prot before Tax 1,033.75 821.65
Prot aer Tax 573.45 First Interim Dividend of 175% on the equity base of
724.78
Rs. 64.51 Crores.
Marico Limited nancials 4,947.37 4,681.20
Revenue from Operations Second Interim Dividend of 150% on the post bonus equity
Prot before Tax 944.10 731.04 base of Rs. 129.02 Crores.
Less: Provision for Tax for the 242.24 185.87
current year One time Special Third Interim Dividend of 100% on the post
bonus equity base of Rs. 129.02 Crores.
Prot aer Tax for the current year 701.86 545.17
Add: Surplus brought forward 1,753.12 1,393.63 The total equity dividend for FY16 (including dividend
Prot available for Appropriation 2,454.98 1,938.80 distribution tax) aggregated to Rs. 500.86 Crores. The overall
Appropriations:Distribution to 435.43 161.24 dividend payout ratio hence is 69% of the consolidated prot
shareholders aer tax as compared to 30% during FY15.
Tax on dividend 65.43 13.27 REVIEW OF OPERATIONS
500.86 174.51 During FY16 Marico posted revenue from operations of
Transfer to Debenture - 11.17 Rs. 6,132 Crores, a growth of 7% over the previous year. The
Redemption Reserve business delivered a volume growth of 7% with an operating
Surplus carried forward 1,954.12 1,753.12 margin of 17.3%. The business reported bottom line of
Rs. 725 Crores, growth of 26% over last year.
Total 2,454.98 1,938.80

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Marico India, the domestic FMCG business, achieved a SUBSIDIARIES AND ASSOCIATE
turnover of Rs. 4,755 Crores in FY16, a growth of 7% over last A list of companies which are subsidiaries/associate to your
year. Volume growth for the year was also at 7%. The overall Company is provided as part of the notes to Consolidated
sales growth was backed by continued growth momentum Financial Statements. During the period under review, there
in categories of Parachute Coconut Oil, Edible Oils and Value were no companies which have become subsidiaries of your
Added Hair Oils (VAHO). The operating margin for the India Company. Beaut Cosmtique Societ Par Actions, a company
business was healthy at 21.6% before corporate allocations. in Vietnam, ceased to be a subsidiary of your Company w.e.f.
Higher operating margins can be attributed mainly to gross May 14, 2015 consequent to divestment. During the year
margin expansion led by soer input costs. under review, Bellezimo Professionale Products Private Limited
became an associate of your Company w.e.f October 21, 2015
During the year, Marico International, the International as per Section 2(6) of the Companies Act, 2013, consequent to
FMCG business, posted a turnover of Rs. 1,376 Crores, a acquisition of 45% equity stake by your Company.
growth of 7% over FY15 in constant currency terms. The
operating margin for the year was at 17.7% (before corporate A separate statement containing salient features of the
allocations) reecting a sustained structural shi over the nancial statements of all subsidiaries of your Company forms
last few years. part of the Consolidated Financial Statement in compliance
with Section 129 and other applicable provisions of the Act.
Your Company has demonstrated steady growth on both, the The statement reects the performance and nancial position
top line and the bottom line. Over the last 5 years, the top line of each of the subsidiaries.
has grown by 16% and bottom line by 19% at a Compounded
Annual Growth Rate. The nancial statements of the subsidiary companies and
related information shall be uploaded on the website of
MANAGEMENT DISCUSSION AND ANALYSIS your Company which can be accessed using the link http://
A detailed Management Discussion and Analysis, which inter- marico.com/india/investors/documentation and the same are
alia, covers the following, forms part of the Annual Report. available for inspection by the Members at the Registered
Oce of your Company during business hours on all working
Update on Macro Economic Indicators & FMCG Industry
days except Saturdays and Sundays up to the date of the
Opportunities and Threats Annual General Meeting, as required under Section 136 of
the Act. Any Member desirous of obtaining a copy of the said
Risks and Concerns
nancial statements may write to the Company Secretary at
Internal control systems and their adequacy the Registered Oce Address.

Discussion on nancial and operational performance


Your Company has approved a policy for determining material
Segment-wise performance subsidiaries and the same is uploaded on the Companys
website which can be accessed using the link http://marico.
Outlook
com/investorspdf/Policy_for_determining_Material_
Material development in Human Resource /Industrial Subsidiaries.pdf.
Relations including number of people employed
RELATED PARTY TRANSACTIONS
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES All transactions with related parties entered into during the
The composition of the CSR Committee is disclosed in the nancial year 2015-16 were at arms length basis and in
Corporate Governance Report. the ordinary course of business and in accordance with the
provisions of the Act and the Rules made thereunder. There
A brief outline of the CSR Policy of the Company, the CSR initiatives were no transactions which were material (considering the
undertaken during the nancial year 2015-16 together with materiality thresholds prescribed under the Act or clause 49
progress thereon and the report on CSR activities as required of the erstwhile Listing Agreement/Regulation 23 of the SEBI
by the Companies (Corporate Social Responsibility Policy) Rules, Regulations). Accordingly, no disclosure is made in respect of
2014, are set out in Annexure A to this Report. the Related Party Transactions in the prescribed Form AOC-2
in terms of Section 134 of the Act and Rules made thereunder.

75
Making a dierence for 25 years

All transactions with related parties are placed before that the Directors have selected such accounting policies
the Audit Committee for approval. An omnibus approval and applied them consistently and made judgments and
of the Audit Committee is obtained for the related party estimates that are reasonable and prudent so as to give a
transactions which are repetitive in nature. In case of true and fair view of the state of aairs of your Company
transactions which are unforeseen and in respect of which as at March 31, 2016 and of the prot and loss of your
complete details are not available, the Audit Committee Company for the said period;
grants an omnibus approval to enter into such unforeseen
that proper and sucient care has been taken for
transactions provided the transaction value does not exceed
the maintenance of adequate accounting records in
Rs. 1 Crore (per transaction in a nancial year). The Audit
accordance with the provisions of the Companies Act,
Committee reviews all transactions entered into pursuant to
2013 for safeguarding the assets of the Company and for
the omnibus approvals so granted on a quarterly basis. During
preventing and detecting fraud and other irregularities;
the year under review, in accordance with the amendment
brought to the Companies (Meetings of Board and its Powers) that the annual accounts have been prepared on a going
Rules, 2014, on December 14, 2015, the Audit Committee, concern basis;
as authorized by the Board, has framed Criteria for granting
that proper internal nancial controls to be followed by
an omnibus approval to the related party transactions to be
the Company were laid down and such internal nancial
entered into by the Company.
controls are adequate and were operating eectively;

During the year under review, your Board updated the that proper systems to ensure compliance with the
policy on Related Party Transactions as required under the provisions of all applicable laws were devised and that
SEBI Regulations. The policy is uploaded on the Companys such systems were adequate and operating eectively.
website and can be accessed using the link http://marico.com/
investorspdf/Policy_on_Related_Party_Transactions.pdf. DIRECTORS
There is no change in the composition of the Board.
DEPOSITS
There were no outstanding deposits within the meaning During the year under review, declarations were received from
of Sections 73 and 74 of the Act, read together with the all Independent Directors of the Company that they satisfy
Companies (Acceptance of Deposits) Rules, 2014, at the end the criteria of Independence as dened under Regulation
of the nancial year 2015-16 or the previous nancial year. 16(1)(b) of the SEBI Regulations and Section 149(6) of the
Your Company did not accept any deposit during the nancial Act, read with Schedule IV and the relevant Rules made
year 2015-16. thereunder.

PARTICULARS OF LOANS, GUARANTEES AND DIRECTORS RETIRING BY ROTATION


INVESTMENTS In accordance with the provisions of the Companies Act,
Details of Loans, Guarantees and Investments covered under 2013 and in terms of the Memorandum and Articles of
the provisions of Section 186 of the Act, are given in the notes Association of the Company, Mr. Rajen Mariwala (DIN:
to the Standalone Financial Statements of the Company. 00007246) is liable to retire by rotation at the 28th
Annual General Meeting (AGM) and being eligible, has
DIRECTORS RESPONSIBILITY STATEMENT offered himself for re-appointment. His re-appointment is
To the best of their knowledge and information and based on being placed for your approval at the AGM. Your Directors
the information and explanations provided to them by the recommend his re-appointment as the Non-Executive
Company, your Directors make the following statement in Director of your Company.
terms of Section 134(3)(c) of the Act:
KEY MANAGERIAL PERSONNEL
that in the preparation of the annual nancial statements During the year under review, there is no change in the
for the year ended March 31, 2016, the applicable Key Managerial Personnel of the Company. Subsequent to
accounting standards have been followed and there are the close of the year, Mr. Surender Sharma, Head Legal
no material departures from the same; International Business has been appointed as the Company

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Secretary & Compliance Ocer w.e.f. April 29, 2016 in place of its individual statutory Committees. The appointment/re-
Ms. Hemangi Ghag, who resigned from the post of Company appointment/ continuation of Directors is subject to positive
Secretary & Compliance Ocer on April 28, 2016. Ms. Ghag outcome of the annual evaluation process. The manner in
continues as an employee of your Company. which the evaluation has been carried out has been explained
in the Corporate Governance Report. In terms of the Act, the
The Key Managerial Personnel of the Company as on date Independent Directors on your Board also meet separately
are: once in a year to discuss the matters as prescribed under
Schedule IV to the Act and to assess the performance of the
1. Mr. Saugata Gupta is the Managing Director (MD) & Chief Non Independent Directors of your Board.
Executive Ocer (CEO).
The board evaluation exercise during the year under review
2. Mr. Vivek Karve is the Chief Financial Ocer (CFO). has resulted in the Board identifying three focus areas for it
to work upon in the coming years:
3. Mr. Surender Sharma is the Company Secretary (CS).

MEETINGS 1. Intensifying its eorts in guiding the organization to get


The details of the meetings of the Board of Directors and its future ready, especially in identifying new growth drivers;
Committees held during the year under review are stated in 2. Renewed focus and time commitment for mentoring the
the Corporate Governance Report. senior management, setting them up for success in the
ever changing macro environment; and
The details of attendance of the Directors in the Board
Meetings and its Committees during the year under review 3. Revisiting the Board composition with an eye on future
are stated in the Corporate Governance Report. trends especially in the digital era.

The Board is also committed to review progress on these


AUDIT COMMITTEE priorities during the annual Board Retreats held once a year.
The composition of the Audit Committee of the Board of
Directors along with the composition of other Committees is DISCLOSURE RELATING TO REMUNERATION
stated in the Corporate Governance Report.
The information required pursuant to Section 197(12) of
the Act, read with Rule 5(1) of the Companies (Appointment
COMPANYS POLICY ON NOMINATION, REMUNERATION,
and Remuneration of Managerial Personnel) Rules, 2014 is
BOARD DIVERSITY, EVALUATION AND SUCCESSION
disclosed in Annexure B to this report.
In terms of the applicable provisions of the Act, read with
the Rules made thereunder and the SEBI Regulations, your The Managing Director & CEO of your Company does not
Board has formulated a Policy on appointment, removal and receive remuneration from any of the subsidiaries of your
remuneration of Directors, Key Managerial Personnel and Company.
Senior Management Personnel and also on Board Diversity, The statement containing particulars of remuneration of
Succession Planning and Evaluation of Directors. Salient employees as required under Section 197(12) of the Act,
features of the said Policy are stated in the Corporate read with Rule 5(2) & 5(3) of the Companies (Appointment
Government Report. and Remuneration of Managerial Personnel) Rules, 2014,
is given in an annexure to the Annual Report. In terms of
BOARD EVALUATION Section 136(1) of the Act, the Annual Report is being sent
Your Board is committed to assessing its own performance as to the Members excluding the aforesaid annexure. However,
also performance of individual director in order to identify its this annexure shall be made available on the website of the
strengths and areas in which it may improve its functioning. Company 21 days prior to the date of Annual General Meeting
Towards this end, the Corporate Governance Committee of (AGM). The information is also available for inspection by
the Board (CGC) (which functions as the Nomination and the Members at the Registered Oce of the Company during
Remuneration Committee of the Company for the purpose business hours on all working days except Saturdays and
of the Companies Act, 2013), established the criteria and Sundays up to the date of the AGM. Any Member desirous
processes for evaluation of performance of individual of obtaining a copy of the said annexure may write to the
Directors, Chairman of the Board, the Board as a whole and Company Secretary at the Registered Oce Address.

77
Making a dierence for 25 years

INTERNAL FINANCIAL CONTROLS WITH REFERENCE Prevention of Sexual Harassment Committee (PoSH
TO THE FINANCIAL STATEMENTS Committee) with an objective to ensure a harassment
Your Companys approach on Corporate Governance has free work environment including but not limited to
been detailed out in the Corporate Governance Report. Your appointment of investigation team for investigation of
Company has deployed the principles enunciated therein to sexual harassment concerns/complaints.
ensure adequacy of Internal Financial Controls with reference The Board, the Audit Committee and the Corporate Governance
to the nancial statements. Your Board has also reviewed Committee are informed periodically on the matters reported to
the internal processes, systems and the internal nancial CCC and the status of resolution of such cases.
controls and the Directors Responsibility Statement contains
a conrmation as regards adequacy of the internal nancial The Company arms that no personnel has been denied
controls. access to the Audit Committee.

VIGIL MECHANISM PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE


Your Company has a robust vigil mechanism in the form of Your Company has a policy for the prevention of sexual
Unied Code of Conduct which enables employees to report harassment which is embedded in the CCC. As per the
concerns about unethical behaviour, actual or suspected requirement of the Sexual Harassment of Women at Workplace
fraud or violation of the Code. The Companys Unied Code (Prevention, Prohibition & Redressal) Act, 2013 and Rules
of Conduct can be accessed on its website using the link made thereunder, your Company has constituted an Internal
http://marico.com/investorspdf/CoC_book_09-04-14.pdf. Complaints Committees (ICC). During the nancial year 2015-
16, the ICC received 1 complaint on sexual harassment and
This mechanism also provides for adequate safeguards the same was disposed of in accordance with applicable laws
against victimization of employees who avail of the and the policy of your Company.
mechanism and also provide for direct access to the Chairman
of the Audit Committee in exceptional cases. The guidelines RISK MANAGEMENT
are meant for all members of the Company from the day
For your Company, Risk Management is an integral and
they join and are designed to ensure that they may raise any
important component of Corporate Governance. Your
specic concern on integrity, value adherence without fear of
Company believes that a robust Risk Management ensures
being punished for raising that concern. The guidelines also
adequate controls and monitoring mechanisms for a
cover our associates who partner us in our organizational
smooth and ecient running of the business. A risk-aware
objectives and customers for whom we exist.
organization is better equipped to maximize the shareholder
value.
To encourage employees to report any concerns and to
maintain anonymity, the Company has provided a toll free
The key cornerstones of your Companys Risk Management
helpline number and a website, wherein the grievances/
Framework are:
concerns can reach the Company. For administration and
governance of the Code, a Committee called the Code of 1. Periodic assessment and prioritization of risks that aect
Conduct Committee (CCC) is constituted. The CCC has the the business of your Company;
following sub-Committees namely:
2. Development and deployment of risk mitigation plans to
HR Committee with an objective to appoint investigation reduce the vulnerability to the prioritized risks;
team for investigation of HR related concerns / complaints. 3. Focus on both the results and eorts required to mitigate
the risks;
IT Committee with an objective of implementing the IT
policy and resolution of IT related concerns / complaints 4. Dened review and monitoring mechanism wherein the
under the Code. functional teams, the top management and the Board
review the progress of the mitigation plans;
Whistle Blower Committee with an objective to appoint
5. Embedding of the Risk Management processes in
an investigation team for investigation for whistle blower
signicant decisions such as large capital expenditures,
complaints.
mergers, acquisitions and corporate restructuring;

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6. Wherever, applicable and feasible, dening the risk The CGC is responsible for administrating the Scheme. The
appetite and install adequate internal controls to ensure stock options (3,00,000) granted to the MD & CEO by the CGC
that the limits are adhered to. on April 1, 2014, stand increased to 6,00,000 as at March
The constitution of the Risk Management Committee (RMC) 31, 2016 due to bonus equity shares issued by the Company
is stated in the Corporate Governance Report. The RMC assists during the year under review (in the ratio of 1:1) and are
the Board in monitoring and reviewing the risk management vested in the MD & CEO. The stock options vested in the MD &
plan, implementation of the risk management framework of CEO constitute 0.05% of the current paid up equity capital of
the Company and such other functions as Board may deem the Company as on the date of this Report.
t. The detailed terms of reference and the composition of
RMC are set out in the Corporate Governance Report. Marico MD CEO Employee Stock Option Plan 2014

At the 26th Annual General Meeting of the Company held on


Details of signicant and material orders passed by the July 30, 2014, the Members had approved the Marico MD CEO
regulators Employee Stock Option Plan 2014 (MD CEO ESOP Plan 2014
There were no signicant/material orders passed by the or the Plan) for the benet of Managing Director & Chief
regulators or courts or tribunals impacting the going concern Executive Ocer (MD & CEO) of the Company. The objective
status of your Company and its operations in future. 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
ESOP/Stock Appreciation Rights Schemes one or more Scheme(s) notied under the Plan. The number
of equity shares that may arise on a cumulative basis upon
Marico Employee Stock Option Scheme 2007 exercise of stock options under this Plan shall not exceed in
Your Company had formulated and implemented an Employee aggregate 0.5% of the total paid up equity share capital of
Stock Option Scheme (the Scheme) in 2007 for grant of the Company.
Employee Stock Options (the Options) to certain employees
of the Company and its subsidiaries. Accordingly, during the The CGC is entrusted with the responsibility of
year under review, in view of exercise of the Options by the administering the Plan and the Scheme(s) notified
eligible employees of the Company, an aggregate of 1,03,600 thereunder. Accordingly, no stock options were granted to
equity shares were issued to them by the Company. the MD & CEO under the said Scheme for the year under
review. However, the options granted (46,600) to the
Subsequent to exercise of all the Options under the Scheme, MD & CEO on January 5, 2015 by the CGC stand increased
the Scheme was concluded. to 93,200 as at March 31, 2016 due to bonus equity shares
issued by the Company during the year under review (in
None of the Non-Executive Directors (including Independent the ratio of 1:1). These stock options constitute 0.007%
Directors) have received Options in pursuance of the above of the paid up equity share capital of the Company as on
Scheme. Likewise, no employee has been granted stock the date of this Report.
options, during the year equal to or exceeding 0.5% of
the issued capital (excluding outstanding warrants and Marico Employees Stock Appreciation Rights Plan, 2011
conversions) of the Company at the time of grant.
At the 27th Annual General Meeting of the Company held
on August 5, 2015, the Members had approved the Marico
Marico Employee Stock Option Scheme 2014 Stock Appreciation Rights Plan, 2011 (STAR Plan), for the
The Members of the Company at its Extra Ordinary General welfare of its employees and those of its subsidiaries. Under
Meeting held on March 25, 2014 approved the Marico the STAR Plan, the Corporate Governance Committee noties
Employee Stock Option Scheme 2014 (the Scheme) for the various Schemes for granting Stock Appreciation Rights
benet of the Managing Director & Chief Executive Ocer (STARs) to the eligible employees. Each STAR is represented
(MD & CEO). The objective of this Scheme was to give a wealth by one equity share of the Company. The eligible employees
building dimension to the remuneration structure of the are entitled to receive in cash the excess of the maturity
MD & CEO. Further, it also aimed at promoting desired price over the grant price in respect of such STARs subject
behaviour for meeting organizations long term objectives to fulllment of certain conditions and applicability of tax.
and to enable retention through a customized approach. The STAR Plan involves secondary market acquisition of the

79
Making a dierence for 25 years

equity shares of your Company by an independent Trust set Cost Auditors


up by your Company for the implementation of the STAR M/s. Ashwin Solanki & Associates, Cost Accountants, were
Plan. Your Company lends monies to the Trust for making appointed as the Cost Auditor for the nancial year 2015-16
secondary acquisition of shares. to conduct the audit of the cost records of your Company. Your
Directors have re-appointed M/s. Ashwin Solanki & Associates,
As at March 31, 2016 an aggregate of 50, 67,800 STARs were Cost Accountants, as the Cost Auditor for the nancial year
outstanding which constitute about 0.39% of the current 2016-17. In terms of the provisions of Section 148(3) of the
paid up equity share capital of the Company. Act, read with the Companies (Audit and Auditors) Rules,
2014, as amended, the remuneration payable to the Cost
Statutory information on ESOS, STAR and Trust Auditors has to be ratied by the Members of the Company.
Disclosure on ESOS, STAR and Trust in terms of Section Accordingly, the Board seeks ratication of the remuneration
62(1)(b) of the Act, read with Rule 12(9) of the Companies payable to the Cost Auditors for the nancial year 2016-17
(Share Capital and Debentures) Rules, 2014, Regulation at the 28th AGM.
14 of the SEBI (Share Based Employee Regulations)
and SEBI Circular dated June 16, 2015 is enclosed as SECRETARIAL AUDIT
Annexure C and forms part of this report. Further, the Pursuant to Section 204 of the Act, read with the Companies
Company has complied with the applicable accounting (Appointment and Remuneration of Managerial Personnel)
standards in this regard. Rules, 2014, your Company appointed Dr. K. R. Chandratre,
Practising Company Secretary, to conduct the secretarial
The statutory auditors of the Company i.e. M/s. Price audit of your Company. The Secretarial Audit Report is
Waterhouse, have certied that implementation of all enclosed as Annexure D to this report. The Secretarial
the above ESOP Schemes/Plans is in accordance with the Audit Report does not contain any qualication, reservation
erstwhile Securities and Exchange board of India (Employee or adverse remark.
Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999, the SEBI (Share Based Employees Benets) STATUTORY AUDITORS REPORT
Regulations, 2014, as applicable, and the resolutions passed
The Auditors Report for the year ended March 31, 2016 does
by the Members at the respective General Meetings approving
not contain any qualication, reservation or adverse remark.
the ESOP Schemes/Plans.

CORPORATE GOVERNANCE
AUDITORS
As per the SEBI Regulations, a separate section on Corporate
Statutory Auditors Governance practices followed by the Company together
The Members, pursuant to the appointment of M/s. Price with a certicate from the Companys statutory auditors,
Waterhouse, Chartered Accountants as the statutory conrming compliance thereto is attached to this Report.
auditors of your Company at the 26th Annual General Meeting
of your Company (AGM), had ratied their appointment at ENERGY CONSERVATION, TECHNOLOGY ABSORPTION
the 27th AGM, to hold oce from the conclusion thereof till AND FOREIGN EXCHANGE EARNINGS AND OUTGO
the conclusion of the 28th AGM of the Company. Further, as The information on conservation of energy, technology
required under Regulation 33(1)(d) of the SEBI Regulations, absorption and foreign exchange earnings and outgo
the Auditors have conrmed that they hold a valid certicate stipulated under Section 134(3)(m) of the Act, read with Rule
issued by the Peer Review Board of the Institute of Chartered 8 of The Companies (Accounts) Rules, 2014 is enclosed as
Accountants of India. Annexure E to this report.

The appointment of statutory auditors is approved by the EXTRACT OF ANNUAL RETURN


Members up to the conclusion of 29th AGM of the Company.
The details forming part of the extract of the Annual Return
in Form MGT 9 in accordance with Section 92(3) of the Act,
Accordingly, your Directors seek ratication of the
read with the Companies (Management and Administration)
appointment of the statutory auditors for the nancial year
Rules, 2014, are enclosed as Annexure F to this report.
2016-17.

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ACKNOWLEDGEMENT communities of the various Marico locations. We look forward


Your Board takes this opportunity to thank all its employees to continued support of all these partners in progress.
for their dedicated service and rm commitment to the
goals & vision of the Company. Your Board also wishes to On behalf of the Board of Directors
place on record its sincere appreciation for the wholehearted
support received from shareholders, distributors, bankers Place: Mumbai Harsh Mariwala
and all other business associates and from the neighborhood Date: April 29, 2016 Chairman
(00210342)

81
Making a dierence for 25 years

Annexure A to the Boards Report


DISCLOSURE ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

I. A Brief Outline of the Companys CSR Philosophy, Community Development


including overview of projects or program
proposed to be undertaken and the web-link to Community Development is integral for building a
the CSR Policy and projects or programs. harmonious relationship with the community dwelling
in the periphery where Marico operates which will go
long in supporting one another for a sustainable growth.
Maricos CSR Philosophy Marico will therefore work towards the upliftment
of communities and villages that border Maricos
Maricos stated purpose is to Make a Dierence. This
workplaces/units.
purpose has dened our reason to exist; we have always
believed that we exist to benet the entire ecosystem Education
of which we are an integral part. We rmly believe that
we belong to an interdependent ecosystem comprising Marico also believes that one of the most signicant
Shareholders, Consumers, Associates, Employees, indicators of social progress is education, which also plays
Government, Environment & Society and that we have a decisive role for a society to achieve self sustainable
a commitment to all these stakeholders. and equitable development. Further, infusing innovation
in Education will enable further impact. With an increasing
We believe that economic value and social value are global realization of how business community can and
interlinked. A rm creates economic value by creating should contribute to social objectives, education deserves
social value by playing a role in Making a Dierence a higher level of corporate involvement.
to the lives of its key stakeholders. Furthermore, a rm
cannot do this in isolation; it needs the support and Health Care
participation of other constituents of the ecosystem.
Marico is a keen proponent of Healthcare and hopes to
Sustainability comes from win-win partnerships in the
innovatively create impact in this sector. We aim towards
ecosystem.
preventative as well as facilitative health care of Indias
Maricos CSR Policy is therefore anchored on the core populace.
purpose of Make a Dierence to the lives of all its
stakeholders to help them achieve their full potential.
Livelihood enhancement
The policy can be accessed on http://marico.com/india/ Providing livelihood opportunities is critical for economic
investors/documentation/corporate-governance empowerment of the nation. Creating sustainable
The CSR Pivots: livelihood and enhanced earning potential to the
farmer community through knowledge, innovation and
While the Ministry of Corporate Aairs has spelt out the transformative actions is therefore another thrust of our
CSR activities under Schedule VII to the Companies Act, CSR.
2013, in order to build focus and have a more impactful
Implementation Strategy for CSR initiatives:
execution with a view to make a dierence - Maricos
CSR eorts will be primarily dedicated in areas which Your Company aims to achieve its CSR objectives through
include the following: 1. Its wholly owned subsidiary, Marico Innovation
Scalability of social organisations Foundation (details given below);

2. Its brands your Company believes that brands


Maricos believes in unlocking the potential of social
too have a purpose and they can contribute
enterprises in India through its intervention to aid them
meaningfully in the Companys CSR eorts;
scale faster and thus create a sustainable and equitable
impact on the social ecosystem. Marico will strive to 3. Functional initiatives by its manufacturing locations
foster this value through innovation and other means and procurement operations.
to deliver scale and direct impact thereby beneting the
Marico Innovation Foundation (MIF)
underserved communities.
Marico Innovation Foundation, a Company incorporated
under section 25 of the Companies Act, 1956, is a wholly

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owned subsidiary of your Company. MIF is a not-for-prot 3. Right GTM Strategy - Identication of right
organisation working towards the cause of innovation markets for TLA to oer their training services;
since 2003. The Foundation creates impact through its
below mentioned programs: 4. Pivot from training to livelihood Ensuring
trained youth are connected to appropriate
A. Social Innovation Acceleration Program (SIAP): livelihood opportunities.

SIAP works with For Prot and Not For Prot (ii) Fractal Microspin:
organisations and is sector agnostic. It focuses on
Microspin Machine Work was established by Fractal
the innovative idea and the impact an organization
Foundation in 2011 to ensure that farmers didnt
wishes to achieve. The Program also focuses on
have to settle with the raw end of the cotton value
the shi in the mindset of an organization from a
chain. A machine that can easily be installed in a
view point of pure impact on the BoP to scalable
farmers backyard, Microspin mechanically converts
and sustainable impact. The program follows a 3-5
raw cotton into yards of fabric. Mr. Pramod Gothi,
years hands-on engagement process.
Ex MD, Morarjee Mills is mentoring Fractal Microspin.
The SIAP process is also aided through multiple
MIF is helping Microspin through:
interventions:
1. Leveraging the established networks
a) The Foundation leverages Marico members as and ecosystems with leading apparel
Mentors to utilize their knowledge and skills. manufacturers for the acceptance and
This is done through measured and structured adoption of Craed Yarn; and
interventions which have been designed by the
Foundation to leverage their knowledge capital; 2. Creation of communication tools that help
Microspin sell its concept with garment
b) Student teams from leading B-Schools in India are corporates.
brought in annually to help social organization with
research (primary and secondary) and with critical (iii) Yuva Parivartan (YP):
inputs on their businesses; and The primary objective of YP is to provide
c) The Foundations ecosystem connects also enables Livelihoods to deprived, out of school youth
SIAP to draw synergies with like-minded partners through Vocational Training and provide access to
who assist the Foundation on specic interventions. wage or self-employment.

The Foundation is presently working closely with The current interventions of MIF include:
various organizations to scale up their impact. These 1. Helping YP improve its eld sta s operation
organizations are: eectiveness;

(i) Tara Livelihood Academy: 2. Assisting YP in the creation of a mobile app for
overall monitoring and tracking; and
TARA Livelihood Academy (TLA) was established
in 2007 by the Development Alternatives Group 3. Getting YP to benchmark best practices in
(DAG) as yet another vehicle to fulll its mandate sales by getting their ASMs shadow Marico
of disseminating Sustainable Development, Sales team.
by providing skills to the youth, women and (iv) Saral Designs:
community groups.
It is a For-Prot social enterprise that designs
MIF is helping TLA through: and manufactures aordable and quality sanitary
napkins. Saral Designs has developed advanced
1. Creation of an asset light model of operations;
machines that manufacture sanitary pads at a
2. Streamlining of the process and reducing the low cost so that it can be sold to a majority. Its
cost of recruitment of potential candidates; products provide 100% absorption compared to
cloth/ordinary pads.

83
Making a dierence for 25 years

MIF is helping Saral Designs through: that will help consumers save the cost of cooking
through innovation.
1. Business development, starting with
understanding the consumer then launching MIF is helping them understand the right market
the product in test markets and developing a and right customer for EcoCooker as well as
scalable go-to-market strategy; and create a well-dened go-to-market strategy.
Mr. Sanjeev Aga, Ex MD Idea Cellular is mentoring the
2. The program is also helping Saral put a
Eco-cooker team.
nancial model in place and set relevant
pricing/packaging for the products. B. Hackathon:
(v) Swasth Healthcare: Hackathons are 2-3 day events where participants
work together to develop innovative solutions for
Swasth runs primary healthcare units in the real-world problem statements.
bottom-of-pyramid areas of Mumbai. They have 15
clinics as on date with plans to scale to 52 units in 1. MIF has sponsored a Hackathon on Diabetes
the next 3 years. and Cardio-vascular health issues organized
by CAMTech, an arm of Massachusetts General
MIF is working with Swasth on 3 aspects: Hospital; and
1. There is a steering committee to guide Swasth 2. MIF has partnered with Villgro to incubate
in their growth journey. MIF sits on this high potential innovative ideas.
committee as the marketing / strategy expert;
and Impact: One idea will potentially get incubated in
2016-17.
2. MIF is helping them in creating a comprehensive
communication package to help them create C. India Innovates - Video Series:
a better and a more dependable brand image India Innovates is a web series by the MIF in
with their patients. collaboration with the Better India. As part of
(vi) Zaya Labs: this on-going series, it is sharing some of the
most amazing innovations of India that are truly
Zaya is an education-technology startup based in
transforming lives, communities, business and
Mumbai. Since Zaya also uses hardware, as they
more.
scale the business; their supply chain has to be
geared to support the increase in volumes. Edible Cutlery is part of Marico Innovation
Foundations series India Innovates that attempts
MIF is helping Zaya build their supply chain
to bring out the stories of some of the most brilliant
processes.
minds in our Country. This edible cutlery is a perfect
(vii) Gram Tarang: alternative to harmful disposable cutlery which is
not only environmentally safe but also enriched
Gram Tarang conducts vocational courses for rural
with nutritious ingredients. These videos have
communities and helps them attain a livelihood
been created exclusively for creation of awareness
through placements in Orissa.
about innovation in the eco-system.
MIF is helping Gram Tarang consolidate all their
Impact : 4 out of the 6 videos that were created
eorts and create a scale-up plan. Mr. Ravi
for the India Innovates web series have received
Venkatesan (Ex-Chairman Microso India) is the
an incredible response which has been mentioned
MIF mentor for Gram Tarang.
below:
(viii) Eco-cooker:
Total Reach - 5,34,96,892
EcoSense Appliances, a part of the Sanjay Group
Total Video Views - 61,60,346
of Companies, manufactures energy-ecient
appliances for cooking. It was born out of the Total engaged users - 14,61,907
fact that there is immense potential for products

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Brand CSR Feedback on the program and impact: About two


Nihar Shanti Amla (NSA): promoting child in three are of the opinion that they have found the
education training useful and about half claim that it has increased
their condence and helped them for future but
In 2012, your Company, under its hair oil brand name
only 39% would recommend this training to others
Nihar Shanti Amla, launched a programme called Chotte
(recommendation has been proved to be the strongest
Kadam Pragati ke Aur to support the education of
indicator of satisfaction).
underprivileged children. Retention, learning outcomes
and training in so & life skills within the age group of No improvement in the perceptions or attitudes
4-14 years were identied as three priority education towards being socially responsible or on self-ecacy
interventions. Under this program NSA partnered with parameters but some positive change can be seen on
three rms: the self-initiation aspects over the last three months
of the program. In addition, 89% students (as opposed
1. Educate Girls: Udaipur and Jalore district of
to 69% during baseline) mentioned that they now have
Rajasthan.
ideas for saving the environment from pollution and
2. Going to School: Muzaarpur district of Bihar. degradation.

3. Sesame India Workshop : Farrukabad, Shahjahanpur As seen during baseline, there is a tremendous scope
and Kannauj districts of Uttar Pradesh. of improvement on the interpersonal and time & people
management aspects as most of the students have
1. Educate Girls:
claimed not to be good at these the same continues to
Objective: Provide quality education for all underserved be a need post the end line as well.
and marginalized girls by mobilizing public, private and
community resources thus improving access to education 3. Sesame Workshop India:
and school quality and achieving behavioural, social and Objective: Using media to engage children and aid their
economic transformation for all girls in Indias gender gap basic academic and life skills to help them reach their
districts thereby creating an India where all children have maximum potential. Galli Galli Sim Sim is Indias only
equal opportunities to access quality education. educational program for children that harnesses the
Impact: Total number of children benetted from the power of television to provide a strong early childhood
Educate Girls Program in FY 2015-16 is 1,25,311. educational foundation to pre-schoolers and promotes
childrens overall cognitive, socio-emotional and physical
2. Going to School: development while celebrating Indias cultural diversity.
Objective: Promoting entrepreneurship among children
Impact: Total children benetted from Sesame
through their Be an Entrepreneur program. This
Workshop India in FY 2015-16 is 70,000 children.
aims at providing entrepreneurial skill development
training to children in class 9 in 50 Government schools Mobile Pathshala:
in Muzaarpur in order to prepare them for the lack of
employment opportunities and be able to create jobs for Nihar Shanti Amla had launched the Angrezi Mobile
themselves and others. Pathshala, which is a rst of its kind property that
provides its callers an opportunity to learn simple English
Impact: 16,500 children were benetted from Going to words through stories & characters, completely free of
School Program in FY 2015-16. cost to the caller. The intention is to take learning as close
Social Impact Audit through IMRB International: to the consumer with this property.

To measure the impact of the Go to School, one year Impact: From the launch of the initiative in September
program in bringing about changes in knowledge, 2013 till date, Angrezi Mobile Pathshala has got 16.20
attitude and practice of the students, IMRB International lacs unique users, calling in.
was commissioned to conduct the eldwork and report
the ndings and the way forward.

85
Making a dierence for 25 years

Other Initiatives Impact: Your Company has made extensive study on the above
and estimates that if an average farmer follows the correct
Expenses incurred towards improving agricultural
package of practices for cultivation & disease control, the
productivity:
farmers can improve the productivity by about 25%.
Oats Local Variety Development:
Perendurai Model Farm:
Your Company has understood the need to improve production
of Oats in India which pales in comparison to other cash crops The objective of the program is to evaluate the performance
and hence stepped in by funding the research for developing of dierent varieties & hybrids available in India under dierent
an Oats variety in India in association with Tamil Nadu package of practices & demonstrate the dierences to enable
Agricultural University (TNAU) & Indian Agricultural Research the farmers to select the right hybrids or varieties. 18 saplings
Institute (IARI) t for processing for human consumption. each of 6 dierent hybrids have been planted. There are 3
These eorts have shown positive results. dierent levels of cultivation practices which are followed for
each variety. The plants are currently in the second year. The
The new variety of Oats seeds would be available for Indian
morphological characteristics of the plants are being tracked.
farmers for sowing in the FY2019.
In addition to the Perendurai model farm, 20 more trail farms
Impact: The Internal Varietal Trial (AVT) stage was successfully have been taken up for hybrid cultivation demo to showcase
completed with production of 9 MT of Oats across 2 selected the benets of hybrid (which can double productivity) to the
varieties. The Local Oats development project will move into farmers.
the advanced Varietal Trail-II. In this, the Oats will be cultivated
in different locations in different soil types & cultivation Impact: Once the plants enter into 4th year, the farmers would
conditions. be invited to see the performance of dierent varieties &
cultivation conditions so that they can adopt the best variety
Coconut Productivity Improvement: & best cultivation conditions.

Coconut is an important crop in India cultivated in the Mechanisation Solutions


Southern States by close to 1 million farmers. Most of the
farmers based there do not have the knowledge on making The project focuses on developing mechanisation solutions
the most from their coconut farm. They depend on traditional to improve the productivity or the small converter-farmer so
practices which they have learned by experience & observing that quality, cost & yields can be improved. Marico is enabling
others. But they struggle to get the best productivity from research in Copra production so that some machines can be
their farm. built which can lead to better quality or cost reduction or yield
improvement.
Marico team collected all such practices from various
Universities & Agri-experts, published a booklet & distributed Contribution towards Chennai Flood Relief:
it to farmers for their understanding. Your Company made a contribution worth Rs. 23 lacs towards
In addition, Marico conducted training programs in over 45 Chennai Floods Relief during the financial year 2015-16
villages which was attended by more than 1000 farmers through distribution of Saola Masala Oats under the campaign
whereby the farmers were educated about the package of Goonj.
practices & disease management techniques to improve the II. Composition of the Corporate Social
productivity of Coconut. Responsibility Committee:
In order to further improve productivity, your Company also The composition of the Corporate Social Responsibility
believes in researching cutting edge methods of productivity Committee has been disclosed in the Corporate
improvements by doing on eld trails of new practices. Governance Report of the Annual Report.

86 MARICO LIMITED | ANNUAL REPORT 201516


III. Average net prot of the Company for last three nancial years: Rs 558.72 crores
IV. Prescribed CSR expenditure (2% of the amount as in item III above): Rs 11.17 crores
V. Details of CSR spent during the nancial year: Rs. 10.02 Crores
a Total amount to be spent for the nancial year: Rs 11.17 Crores
STRATEGIC REPORT

b Amount unspent , if any - Rs. 1.15 Crores (The CSR Budget approved by the CSR Committee had a shortfall of Rs. 28 lacs as initiatives were not
planned)
c Manner in which the amount spent during the nancial year is detailed below:
1 2 3 4 5 6 7 8
0240

Sr. CSR project Sector in which the Projects Amount Amount Spent on the Cumalative Amount spent:
No. or activity project is covered or programs: outlay projects or programs expenditure upto Direct or through
identied (1) Local area or other (budget) Subheads: the reporting implementing
(2) Specify the State and project (1) Direct expenditure period (Amount agency*
district where projects or or Program on projects or programs in R)
Programs was undertaken wise (Amount in R) (2) Overheads (Amount
in R)

(A) Marico Innovation Foundation


1 Social Innovation Acceleration Project (SIAP) 613,776 351,262 3,628,943 Through Implemention agency: Marico
Inovations Foundation (MIF).
Current Projects:
a Tara Livelihood Academy Livelihood Madhya Pradesh & Uttar MIF is a not for Prot institution
Enhancement Project Pradesh established in 2003, registered as a
STATUTORY REPORTS

b Yuva Parivartan Livelihood PAN India section 8 company. It helps business


Enhancement Project and social organizations enhance
economic and social value using
c Fractal Microspin Livelihood Vidarbha, Maharashtra
breakthrough innovation. There is
Enhancement Project
no implementing agency since this
d Saral Design Healthcare Maharashtra project is being managed in-house by
the Marico Innovation Foundation.
42137

e Swasth Healthcare Preventive Healthcare Mumbai, Maharashtra


f Eco Cooker Conservation of natural PAN India
resource
g Zaya Labs Education Mumbai, Maharashtra
Ex - Projects:
h Rang De Eradicating poverty Bangalore, Karnataka
i Under the Mango Tree Livelihood Maharashtra, Gujarat and
enhancement Madhya Pradesh
j Sankara Eye Care Promoting healthcare Mumbai, Maharashtra
Institution including preventive
healthcare
k Gram Tarang Livelihood PAN India
FINANCIAL STATEMENTS

enhancement
l Boheco Agriculture Mumbai, Maharashtra
m I say organic Organic food Delhi
2 Thought Leadership Infusing innovation PAN India 1,387,647 909,147 909,147 Partnership with the Better India -
139249

through thought social organisation.


leadership

87
88
1 2 3 4 5 6 7 8
Sr. CSR project Sector in which the Projects Amount Amount Spent on the Cumalative Amount spent:
No. or activity project is covered or programs: outlay projects or programs expenditure upto Direct or through
identied (1) Local area or other (budget) Subheads: the reporting implementing
(2) Specify the State and project (1) Direct expenditure period (Amount agency*
district where projects or or Program on projects or programs in R)
Programs was undertaken wise (Amount in R) (2) Overheads (Amount
in R)

3 Hackathon Healthcare PAN India 7,331,878 7,006,821 7,006,821 Partnership with CAMTech
(INR 66,54,180 was
towards donation to
CAMTech)
TOTAL (A) 9,333,301 8,267,231 11,544,912
Making a dierence for 25 years

(B) Brand Led CSR Initiatives


1 Nihar Shanti Amla : Education initiative(s)
a Educate Girls (EG) Promoting Education Udaipur district, Rajasthan 4,892,537 3,598,038 3,598,038 Educate Girls is a non-governmental
Udaipur project organization that holistically tackles
issues at the root of gender inequality
in Indias educational system. With
a focus on enrollment, retention

MARICO LIMITED | ANNUAL REPORT 201516


and learning, Educate Girls aims
to provide quality education for all
under-served and marginalized girls
by mobilizing and leveraging public,
private, and community resources
to improve access to education and
school quality.
b Educate Girls (EG) Jalore Promoting Education Jalore/disctrict, Rajasthan 9,016,660 9,592,619 9,592,619
project
c Going to School (GTS) Promoting Education Muzzafarpur district, Bihar 4,206,493 4,206,493 4,206,493 Going to School is a creative non-
prot education trust with a 12-
year track record of creating design
driven, inspiring stories with heroes,
children can identify themselves with
GTS motivates children, especially
girls, to stay in schools, learn
entrepreneurial skills and use their
education to transform their lives and
create opportunities for themselves.
GTSs current focus is to teach
entrepreneurial skills predominantly
in government secondary schools
through a one year program to
children in grade nine through the
Be! Schools program. The ultimate
goal is to equip children with the skills
that they need to eventually become
entrepreneurs and secure gainful
employment.
1 2 3 4 5 6 7 8
Sr. CSR project Sector in which the Projects Amount Amount Spent on the Cumalative Amount spent:
No. or activity project is covered or programs: outlay projects or programs expenditure upto Direct or through
identied (1) Local area or other (budget) Subheads: the reporting implementing
(2) Specify the State and project (1) Direct expenditure period (Amount agency*
district where projects or or Program on projects or programs in R)
Programs was undertaken wise (Amount in R) (2) Overheads (Amount
STRATEGIC REPORT

in R)

d Sesame Workshop India Promoting Education Farukkhabad 19,776,144 11,615,996 11,615,996 Sesame Workshop India Trust is
Trust (SWIT) Shahjahanpur leading the movement to change
Kannauj the educational equation through its
districts of Uttar Pradesh innovative projects that puts children
at the center of development. Under
0240

its agship initiative Galli Galli Sim Sim


(GGSS), SWI works in low resourced
classrooms and communities to
bring to children and their caregivers,
language and strategies that has
a proven impact on their literacy,
numeracy, physical wellbeing and
social emotional skills
e IMRB Impact assessment Impact assessment of the 3,279,584 3,279,584 3,279,584 IMRB is the impact evaluation partner
three projects: who wiill be conducting the baseline,
1. Educate Girls (Udaipur) midline (in case of Educate Girls) and
2. Sesame Workshop India endline to help us understand the
Trust impact.
3. Going to School
STATUTORY REPORTS

(Impact assessment is
excluding Educate Girls
Jalore project)
f Mobile Pathshala Initiative Promoting Education To promote education 11,463,452.28 11,463,452 11,463,452 Nihar Shanti Amla had launched the
through mobile pathshala Angrezi mobile pathshala, which is a
42137

rst of its kind property, that provides


its callers an opportunity to learn
simple English words through stories
& characters, completely free of cost
to the caller. The intention is to take
learning as close to the consumer
with this property.
2 Saola World Heart Day Preventive Healthcare All India 35,000,000 34,413,949 72,813,949 Direct
CSR - Saolalife Free
Cholesterol tests
TOTAL (B) 87,500,000 7,81,70,132 116,570,132
(C) Other Initiatives
1 Expenses incurred Livelihood Money paid to TNAU for 4,500,000 6,659,682 7,269,681 Direct
towards enhancement doing the development.
FINANCIAL STATEMENTS

improving agricultural
productivity
2 Goonj Disaster Relief Chennai, Tamil Nadu 2,300,000 2,300,000 2,300,000 Direct
TOTAL (C) 6,800,000 8,959,682 9,569,682
139249

TOTAL CSR SPEND (A)+(B)+(C) 103,633,302 95,397,045 137,684,726

89
90
1 2 3 4 5 6 7 8
Sr. CSR project Sector in which the Projects Amount Amount Spent on the Cumalative Amount spent:
No. or activity project is covered or programs: outlay projects or programs expenditure upto Direct or through
identied (1) Local area or other (budget) Subheads: the reporting implementing
(2) Specify the State and project (1) Direct expenditure period (Amount agency*
district where projects or or Program on projects or programs in R)
Programs was undertaken wise (Amount in R) (2) Overheads (Amount
in R)

(D) Capacity Building and Administrative Expenditure (Limited to the cap of 5% of 5,181,665 4,769,852 10,097,962
total spent)

TOTAL CSR SPEND (A)+(B)+(C)+(D) 108,814,967 100,166,896 147,782,688


Making a dierence for 25 years

*Give details of implementing agency: The details are captured above.


VI. Reasons for not spending/underspending the amount as mentioned in clause c hereinabove:
1 SIAP: The fees to be paid to the Consultants was budgeted but was not paid as the services of the Consultants was not taken. During the year under review,
the SIAP model underwent a change from an outsourced model to an in-house intervention with the pro-bono eorts of Marico Mentors and Ex-CEOs as
Senior Mentors. Due to the cost optimization as aforesaid, the budget was under-utilized.
2 Thought Leadership:

MARICO LIMITED | ANNUAL REPORT 201516


a. The Thought Leadership was a new project that was started during the year.
b. A series of 6 videos was showcased and due to the better commercials availed, the amount to be initially paid to the service provider was brought
down thereby resulting into under utilization of the budgeted amount.
3 Hackathon: A better deal was availed from the budgeted amounts due to change in exchange rate as the disbursal was slated to be made in USD.
4 Educate Girls: Underspends towards the Educate Girls project were mainly due to the shi to the concept of enrolling more number of out of school
children. Due to the change in the concept as aforesaid, the expenditure on the administrative cost had a decit as compared to the budgeted amount..
5 Sesame Workshop India:
a. There was a delay in initiating the program. In June 2015, a Sesame Workshop India team visited the location for intervention (i.e. Kanpur, Dehat and
Unnao District) and found that most of the Anganwadi centres were dysfunctional and were open intermittently due to various reasons.
b. It was then recommended to focus in western Uttar Pradesh specically districts in Shahjahnapur, Farukkhabad, and Kannuaj which caused a quarters
delay in starting the project, which in turn led to the underspends under the project.
6 The underspend in the CSR activities of the Company for the nancial year 2015-16 was mainly due to extraneous factors and due to better negotiation
by the Company with the service providers/external agencies which resulted into savings and ultimately could not be spent as budgeted. The Company
has been however extremely committed towards exercising its social responsibilities and is dedicated to spend, to achieve better results. The Company is
condent about its work in the social space and has been always in the forefront and is sensitive to the requirements of the Companies Act, 2013. In view
of the same, your Company is condent of a turnaround as far as the CSR numbers are concerned in the next nancial year.
VII. The CSR Committee conrms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the
Company.

Place: Mumbai Saugata Gupta Harsh Mariwala


Date : April 29, 2016 Managing Director & CEO Chairman of the Board and CSR Committee
STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Annexure B to the Boards Report

Information required under section 197 of the Companies B) Details of percentage increase in the remuneration of
Act,2013 read with Rule 5(1) of the Companies (Appointment each Director, Chief Executive Ocer, Chief Financial
and Remuneration of Managerial Personnel) Rules, 2014 Ocer and Company Secretary in the nancial year
A) Ratio of Remuneration of each Director to the median 2015-16 are as follows :
remuneration of all the employees of your Company
Name Designation Remuneration Increase/
fo the nancial year 2015-16 is as follows : (R) (Decrease)
(%)
Name of Director Total Ratio of
2015-16 2014-15
Remuneration remuneration
Harsh Chairman & 55,284,000 78,683,016 -30%
(R) of director to Mariwala Non- Executive
the Median Director
remuneration Mr. Saugata Managing 80,630,477 60,679,292 33%
Gupta Director & CEO
Mr. Harsh Mariwala 55,284,000 66.32
Mr. Anand Independent 1,780,000 1,800,000 -1%
Mr. Saugata Gupta 80,630,477 96.73
Kripalu Director
Mr. Anand Kripalu 1,780,000 2.14
Mr. Atul Independent 1,780,000 1,700,000 5%
Mr. Atul Choksey 1,780,000 2.14 Choksey Director

Mr. B. S. Nagesh 1,960,000 2.35 Mr. B. S. Independent 1,960,000 1,960,000 0%


Nagesh Director
Ms.Hema Ravichandar 2,100,000 2.52
Ms.Hema Independent 2,100,000 2,020,000 4%
Mr. Nikhil Khattau 2,000,000 2.40 Ravichandar Director
Mr. Rajeev Bakshi 1,860,000 2.23 Mr. Nikhil Independent 2,000,000 1,940,000 3%
Khattau Director
Mr. Rajen Mariwala 1,980,000 2.38
Mr. Rajeev Independent 1,860,000 1,800,000 3%
Notes: Bakshi Director

Mr. Rajen Non- Executive 1,980,000 1,800,000 10%


1. The information provided above is on a standalone basis. Promoter
Mariwala
Director
2. Remuneration of Mr. Harsh Mariwala, Chairman &
Mr. Vivek Chief Financial 19,641,043 35,731,143 -45%
Non-Executive Director, Mr. Harsh Mariwala, includes
Karve Ocer
incentive for the nancial year 2015-16 considered on
Ms.Hemangi Company 3,501,025 2,532,046 38%
accrued basis. Ghag Secretary &
Compliance
3. The remuneration to Non-Executive Directors includes Ocer
sitting fees paid during the nancial year 2015-16.
1. Mr. Harsh Mariwala ceased to be the Managing Director
4. The median remuneration of the Company for all its of the Company with eect from April 1, 2014.
employees is Rs. 8,33,557 for the nancial year 2015-16. Thus, the remuneration of Mr. Harsh Mariwala for the
For calculation of median remuneration, the employee nancial year 2014-15 included amount paid towards
count taken is 981 which comprises employees who have performance incentive for the nancial year 2013-14 and
served for whole of the nancial year 2015-16. towards settlement, consequent to the cessation of his
oce as Managing Director. Hence the remuneration paid
to him in the nancial years 2015-16 and 2014-15 is not
comparable.

2. The remuneration of Mr. Vivek Karve includes the


perquisite value of the stock options excercised by him
during the nancial year 2014-15 amounting to Rs.
18,628,275. Hence the remuneration paid to him in the
nancial years 2015-16 and 2014-15 is not comparable.

91
Making a dierence for 25 years

C) Percentage increase in the Median Remuneration of The key indicators of the Companys performance (on a
all employees in the nancial year 2015-16 standalone basis) are:

2015-2016 2014-2015 Increase (R in Crores)


( %) 2015-16 2014-15 % Increase
Median* remuneration 833,557 757,042 10.11% Net Income from 4,947.37 4,681.20 5.7%
of all employees per
annum Operations
O p e ra t i n g P rof i t 830.05 636.17 30.5%
* For calculation of median remuneration, the employee count Before Tax (PBT )
taken is 981 and 989 for the nancial year 2015-16 and (i.e. PBT excluding
2014-15, respectively, which comprise employees (excluding dividend income
workmen) who have served for the whole of the respective from overseas
nancial years. subsidiary)

D) Number of permanent employees on the rolls of Prot Before Tax 944.10 731.04 29.1%
company as of March 31, 2016 Prot Aer Tax (PAT) 701.86 545.16 28.7%

1,463 (inclusive of workmen) F) Comparison of the remuneration of the Key Managerial


Personnel against the performance of your Company:
E) Relationship between average increase in
remuneration of all employees and the performance The remuneration of Key Managerial Personnel during the
of you Company: nancial year 2015-16 increased by around 5% compared
to the nancial year 2014-15. Kindly refer the explanations
The increase in the remuneration of all employees is
given under note 2 of point No.B of this disclosure for
based on the following remuneration philosophy of the
better comprehension of the details given hereinabove.
Company:

(i) the intrinsic worth and future potential of the The Prot Before Tax (PBT) increased by 29% in the
Member which ensures value of meritocracy; nancial year 2015-16 compared to the the nancial year
2014-15. The PBT for both the nancial years includes
(ii) the extrinsic worth of the role and desired market
dividend receipt from an overseas subsidiary. The PBT
competitiveness determined through market
growth excluding such dividend income for the nancial
benchmarking studies; and
year 2015-16 compared to the nancial year 2014-15
(iii) value added by the role which should be in line with was 30.5%.
the Companys employee cost.
G) Details of variation in the market capitali-zation
In the nancial year 2015-16, a similar approach was followed and price earnings ratio as at the closing date of the
to determine the increase in the remuneration of all the current and previous nancial years and the share
employees. The said increase in the remuneration was in line price details:
with Companys performance and its market competitiveness. Particulars As on As on
March 31, March 31,
The average increase in the remuneration of all employees* 2016 2015
in the nancial year 2015-16 as compared to the nancial
Price Earnings Ratio* 45 46.4
year 2014-15 was 15%.
Market Capitalization 31,610 25,297
* Employees who have served for whole of the nancial year (Rs. in Cr.)
2015-16 have been considered.
* Taken on a standalone basis

92 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Comparison of share price at the time of last public oer and I) Key parameters for any variable component of
market price of the share of 31st March, 2016: remuneration availed by the Directors:

Market Price* as on March 31, 2016 (R) 245 The key parameters for the variable component of
Price at the time of Initial Public Oer cum Oer 2.19 remuneration availed by the Directors are considered by
for Sale in 1996 [adjusted for various bonus issues the Board of Directors based on the recommendations
and stock split but excluding dividend payouts,
subsequent to the Public Oer]
of the Corporate Governance Committee (which acts as
the Nomination and Remuneration Committee) as per
% increase of Market price over the price at the time 
the Remuneration Policy for Directors, Key Managerial
of Initial Public Oer cum Oer for Sale 11,087%
Personnel and other Employees. This is based on certain
*Last Traded Price on National Stock Exchange of India Limited. nancial parameters like performance of the Company, its
H) Comparision of average percentage increase in market capitalization, industry benchmarks, role of the
remuneration of all employee other than the Key Directors and other such relevant factors.
Managerial Personnel and the percentage increase in Independent Directors are not eligible for any variable
the remuneration of Key Managrial Personnel component as per the Remuneration Policy of the
% Increase Company.
(Decrease)
In case of the Non-Executive Chairman of the Board and
Average percentage increse in the Remuneration 15.7% the Managing Director & CEO, the variable component
of all Employees** other than Key Managerial
Personnel of remuneration is approved by the Board based on the
Average Percentage increse in the Remuneration of Remuneration Policy of the Company.
Key Managerial Personnel* J) There are no employees of the Company who receive
Mr. Saugata Gupta, Managing Director & CEO 32.9% remuneration in excess of the highest paid Director of
Mr. Vivek Karve, Chief Financial Ocer -45.0% the Company.
Ms. Hemangi Ghag, Company Secretary & 38.3% K) Armation
Compliance Ocer
Pursuant to Rule 5(1)(xii) of the Companies (Appointment
4.9%
and Remuneration of Managerial Personnel) Rules, 2014,
*Kindly refer the explanations given under note 2 of point No.B of this it is armed that the remuneration paid to the Directors,
disclosure for better comprehension of the details given hereinabove. Key Managerial Personnel and Senior Management is as
per the Remuneration Policy of your Company
** Employees who have served for whole of the respective nancial years
have been considered.

93
94
A Details related to ESOS Marico Employee Stock Option Scheme Marico Employee Stock Marico MD CEO Employee
2007 (Marico ESOS 2007) Option Scheme 2014 (Marico Stock Option Plan 2014
ESOS 2014) (Marico MD CEO
ESOP Plan 2014)
1 Description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including :
a Date of shareholders approval At the Extra Ordinary General Meeting held on At the Extra Ordinary General At the Annual General
November 24, 2006. Meeting held on March 25, Meeting held on July 30,
2014. 2014.
b Total number of options approved under ESOS Equity shares to arise out of exercise of stock Not more than 3,00,000 Stock Equity shares to arise out
options not to exceed 5% of the aggregate Options. of exercise of stock options
number of issued equity capital of the Company not to exceed 0.5% of the
as on the date of the grant. aggregate number of issued
Making a dierence for 25 years

equity share capital of the


Company as on the date of
the grant of options.
c Vesting requirements Options granted under the Scheme to vest Options granted under the Options granted under the
aer one year from the Grant Date. Scheme to vest aer two years Scheme to vest aer one
from the Grant Date. year from the Grant Date.
d Exercise price or pricing formula Exercise Price & formula: Exercise Price: 1.00 per Exercise Price: R 1.00 per
Lower of the following: share, i.e. at face value. share, i.e. at face value.

MARICO LIMITED | ANNUAL REPORT 201516


i) Average of the closing price for last 21 trading Exercise Price Formula: NA. Exercise Price Formula: NA.
sessions on NSE prior to the date on which
specic number of the options are granted to
the employees by the Corporate Governance
Committee of the Board of Directors, or
ii) The closing price for the last session on NSE
prior to the date on which specic number of
the options are granted to the employees by
the Corporate Governance Committee of the
Board of Directors.
e Maximum term of options granted The Options granted to be exercised not later To be exercised within a period of 12 months from the date
than 5 years from the date of vesting of the of vesting
respective Options.

f Source of shares (primary, secondary or combination) The source of Shares is Primary.

g Variation in terms of options There was no variation in terms of Options.

2 Method used to account for ESOS - Intrinsic or fair value. Intrinsic Value.

3 Where the company opts for expensing of the options using the Prot would have been higher by R 0.33 Crore. Impact on EPS of the Company is negligible.
intrinsic value of the options, the dierence between the employee
compensation cost so computed and the employee compensation
cost that shall have been recognized if it had used the fair value of
the options shall be disclosed. The impact of this dierence on prots
and on EPS of the company shall also be disclosed.
Annexure C to the Boards Report

4 Option movement during the year (For each ESOS): Marico Employee Stock Option Scheme Marico Employee Stock Marico MD CEO Employee
2007 (Marico ESOS 2007) Option Scheme 2014 (Marico Stock Option Plan 2014
ESOS 2014) (Marico MD CEO
ESOP Plan 2014)
Number of options outstanding at the beginning of the period 103,600 300,000 46,600
Adjustment on account of bonus issue in the ratio of 1:1 - 300,000 46,600
and Debenture) Rules, 2014 and Regulation 14 of The SEBI (Share Based Employee Benets) Regulations, 2014

Number of options granted during the year - - -


Number of options forfeited / lapsed during the year - - -
Number of options vested during the year - - -
Disclosures under section 62(1)(b) of the Companies Act, 2013 read with rule no. 12(9) of the Companies (Share Capital
A Details related to ESOS Marico Employee Stock Option Scheme Marico Employee Stock Marico MD CEO Employee
2007 (Marico ESOS 2007) Option Scheme 2014 (Marico Stock Option Plan 2014
ESOS 2014) (Marico MD CEO
ESOP Plan 2014)
Number of options exercised during the year 103,600 - -
Number of shares arising as a result of exercise of options 103,600 - -
STRATEGIC REPORT

Money realized by exercise of options (INR), if scheme is implemented 5,952,490 - -


directly by the company
Loan repaid by the Trust during the year from exercise price received NA NA NA

Number of options outstanding at the end of the year - 600,000 93,200


Number of options exercisable at the end of the year - - -
0240

5 Weighted-average exercise prices and weighted-average fair values 57.46 - -


of options shall be disclosed separately for options whose exercise
price either equals or exceeds or is less than the market price of the
stock.
6 Employee wise details (name of employee, designation, NA The details pertaining to the status of the options granted to
number of options granted during the year, exercise price) the Managing Director & CEO are given in Boards Report under
of options granted to - (a) senior managerial personnel; ESOP/Stock Appreciation Rights Schemes
(b) any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year; and
(c) identied employees who were granted option, during any one
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the company at the time
of grant.
STATUTORY REPORTS

7 A description of the method and signicant assumptions used during Marico Employee Stock Option Scheme Marico Employee Stock Marico MD CEO Employee
the year to estimate the fair value of options including the following 2007 (Marico ESOS 2007) Option Scheme 2014 (Marico Stock Option Plan 2014
information: ESOS 2014) (Marico MD CEO
ESOP Plan 2014)
a i) the weighted-average values of share price NA R 209.15 R 329.95
42137

ii) the weighted-average values of exercise price R 1.00 per share R 1.00 per share
iii) the weighted-average values of expected volatility 26.62% 23.66%
iv) the weighted-average values of expected option life 3 years 3 years and 3 months
v) the weighted-average values of expected dividends 3.50% 3.50%
vi) the weighted-average values of the risk-free interest rate 8.00% 8.00%

b The method used and the assumptions made to incorporate the eects of Intrinsic value
expected early exercise;
c How expected volatility was determined, including an explanation of the NA Historical volatility of the Historical volatility of the
extent to which expected volatility was based on historical volatility; and share of the Company over the share of the Company over
previous 3 years ended March the previous 3 years and 3
31, 2014, based on the life of months ended January 04,
FINANCIAL STATEMENTS

options 2015, based on the life of


options
d Whether and how any other features of the option grant were incorporated NA
into the measurement of fair value, such as a market condition.
139249

8 Disclosures in respect of grants made in three years prior to IPO under NA


each ESOS until all options granted in the three years prior to the IPO
have been exercised or have lapsed, disclosures of the information
specied above in respect of such options shall also be made.

95
96
B Details related to SAR STAR Scheme III STARScheme IV STAR Scheme V STAR Scheme VI

1 Description of each SAR scheme that existed at any time during the year, including the general terms and conditions of each SAR scheme, including -
a Date of shareholders approval: Approved by Approved by Approved by the Approved by the Corporate Governance Committee of the Board of
the Corporate the Corporate Corporate Governance Directors on December 2, 2015*.
Governance Governance Committee of the Board
Committee of the Committee of the of Directors on August
Board of Directors on Board of Directors 5, 2015*.
December 7, 2012* on October 29,
2013*
*(The Marico Employee Stock Appreciation Rights Plan 2011 (STAR Plan) was initially approved by the Board of Directors of the Company at its
meeting held on January 27, 2011 and subsequently the modied STAR Plan was approved by the Board of Directors at its meeting held on
June 22, 2015 and the same was recommended to the shareholders. The same was then approved by the Shareholders at their meeting held
Making a dierence for 25 years

on August 5, 2015, in order to align the STAR Plan with the requirements of the SEBI (Share Based Employee Benets) Regulations, 2014. The
Corporate Governance Committee of the Board has, from time to time, notied STAR schemes under the STAR Plan as authorized under the
aformentioned resolutions).
b Total number of shares approved under the SAR scheme The secondary acquisition by the Trust shall:
i. not be more than 5% of the paid up equity share capital of the Company as at the end of the nancial year, immediately preceding the year in
which approval of the shareholder was obtained for such secondary acquisition;
ii. not be more than 2% in a nancial year of the paid up equity share capital as at the end of the preceeding nancial year; and
iii. not be more than 0.5% of the paid up equity share capital of the Company during a nancial year.

MARICO LIMITED | ANNUAL REPORT 201516


c Vesting requirements As determined by the Corporate Governance Committee in the respective Schemes notied under the Plan.

d SAR price or pricing formula Average of Closing Market Price for a period of 22 Working Days (of the the Stock Exchange) immediately preceding the Grant Date.
e Maximum term of SAR granted The Vested STAR shall be matured as on the Vesting Date according to the terms and conditions as determined and set forth under the STAR
Plan and relevant notied Schemes.
f Method of settlement (whether in cash or equity) Method of settlement is Cash settlement.
g Choice of settlement (with the company or the employee Choice vests with the Company.
or combination)
h Source of shares (primary, secondary or combination) Source of acquisition is Secondary.
i Variation in terms of scheme STAR Scheme I, II and III were modied by the Corporate Governance Committee of the Board, vide circular resolutiuon dated December 12,
2012 to redene the term Grant Date and consequent changes in other clauses of the respective schemes.
2 Method used to account for SAR - Intrinsic or fair value. Intrinsic Value.
3 Where the company opts for expensing of SAR using Employee Compensation cost would have increased by R 14.60 Crore & prot would have been lower to that extent.
the intrinsic value of SAR, the dierence between the Consequently Basic EPS would have been lower by R 0.11 (From 5.44 to 5.33).
employee compensation cost so computed and the
employee compensation cost that shall have been
recognized if it had used the fair value of SAR, shall be
disclosed. The impact of this dierence on prots and
on EPS of the company shall also be disclosed.
4 SAR movement during the year (For each SAR scheme): STAR III STAR IV STAR V STAR VI Total

Particulars Tranche I Tranche II Tranche I Tranche II Tranche I Tranche II Tranche III Tranche I

Number of SARs outstanding at the beginning of the year 771,600 121,100 754,700 - - - - - 1,647,400

Number of SARs granted during the year - - - 272,700 618,100 45,800 2,700 677,500 1,616,800

Adjustment on account of bonus issue in the ratio of 1:1 - - 754,700 272,700 618,100 45,800 2,700 677,500 2,371,500

Number of SARs forfeited / lapsed during the year 170,800 21,000 334,400 126,000 145,000 - - 21,600 818,800

Number of SARs vested during the year 600,800 100,100 - - - - - - 700,900

Number of SARs exercised/settled during the year - - - - - - - - -

Number of options outstanding at the end of the year - - 1,175,000 419,400 1,091,200 91,600 5,400 1,333,400 4,116,000

Number of options exercisable at the end of the year - - - - - - - - -


5 Employee-wise details (name of employee, designation, number of SAR granted during the year, exercise price) of SAR granted to -
a Senior Managerial Personnel; Nil 334,200* 608,800* 580,600*
*Due to sensitivity of the information, only summary is provided.
The above numbers include adjustment on account of issuance of bonus equity shares by the Company during the previous nancial year in the
ratio of 1:1
b any other employee who receives a grant in any one year Nil
STRATEGIC REPORT

of amounting to 5% or more of SAR granted during that


year; and
c identied employees who were granted SAR, during any Nil
one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
company at the time of grant.
0240

6 Disclosures in respect of grants made in three years Nil


prior to IPO under each SAR scheme until all SARs
granted in the three years prior to the IPO have been
exercised or have lapsed, disclosures of the information
specied above in respect of such SARs shall also be
made.

B Details related to Trust


1 The following details, inter alia, in connection with transactions made by the Trust meant for the purpose of administering the schemes under the regulations are to be
disclosed:
Particulars Details
Name of the Trust Welfare of Mariconian Trust
Details of the Trustee(s) IDBI Trusteeship Services Limited
STATUTORY REPORTS

Amount of loan disbursed by company / any company in the group, during the year 545,000,000
Amount of loan outstanding (repayable to company / any company in the group) as at the end of the year 665,580,410
Amount of loan, if any, taken from any other source for which company / any company in the group has provided any security or guarantee NIL
2 Any other contribution made to the Trust during the year
(a) Number of shares held at the beginning of the year; 1,431,741
(b) Number of shares acquired during the year :
42137

(i) through primary issuance -


(ii) through secondary acquisition
Before Bonus Issue 1,011,411
Aer Bonus Issue 656,278
Acquisition as a percentage of paid up equity capital as at the end of the previous nancial year, 0.21%
Weighted average cost of acquisition per share
(a) Shares bought before Bonus Issue 409.68
(b) Shares bought aer Bonus Issue 223.98
(c) Number of shares sold 727,400
(d) Number of shares vested to the employees 700,900
(e) Purpose of shares sold Vesting of STAR Scheme III
(f) Number of shares held at the end of the year. 4,087,782
3 In case of secondary acquisition of shares by the Trust
Number of shares
FINANCIAL STATEMENTS

Held at the beginning of the year 1,431,741


Acquired during the year (Before Bonus issue) 1,011,411
Sold during the year (Before Bonus Issue) 727,400
Transferred to the employees during the year (No of shares vested) 700,900
Subtotal 1,715,752
139249

Adjustment on account of bonus issue in the ratio of 1:1 3,431,504


Acquired during the year (Aer Bonus issue) 656,278
Sold during the year (Aer Bonus Issue) -
Held at the end of the year 4,087,782

97
Making a dierence for 25 years

Annexure D to the Boards Report


FORM NO. MR.3

SECRETARIAL AUDIT REPORT


FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(a) The Securities and Exchange Board of India


To, (Substantial Acquisition of Shares and Takeovers)
The Members, Regulations, 2011;
Marico Limited
7th Floor, Grande Palladium (b) The erstwhile Securities and Exchange Board of
175, CST Road, Kalina India (Prohibition of Insider Trading) Regulations,
Mumbai 400 098 1992 and The Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations,
I have conducted the secretarial audit of the compliance of 2015 notied with eect from 15 May 2015;
applicable statutory provisions and the adherence to good
corporate practices by Marico Limited (hereinaer called the (c) The Securities and Exchange Board of India (Issue of
Company). Secretarial audit was conducted in a manner that Capital and Disclosure Requirements) Regulations,
provided me a reasonable basis for evaluating the corporate 2009. (Not Applicable to the Company during
conducts/statutory compliances and expressing my opinion the Audit Period);
thereon. (d) The Securities and Exchange Board of India (Share
Based on my verication of the Companys books, papers, Based Employee Benets) Regulations, 2014;
minute books, forms and returns led and other records (e) The Securities and Exchange Board of India (Issue
maintained by the Company and also the information and Listing of Debt Securities) Regulations, 2008.
provided by the Company, its ocers, agents and authorized (Not Applicable to the Company during the
representatives during the conduct of secretarial audit, I Audit Period);
hereby report that in my opinion, the Company has, during the
audit period covering the nancial year ended on 31st March (f) The Securities and Exchange Board of India
2016 (Audit Period) complied with the statutory provisions (Registrars to an Issue and Share Transfer Agents)
listed hereunder and also that the Company has proper Board- Regulations, 1993 regarding the Companies Act
processes and compliance-mechanism in place to the extent, and dealing with client;
in the manner and subject to the reporting made hereinaer: (g) The Securities and Exchange Board of India
I have examined the books, papers, minute books, forms and (Delisting of Equity Shares) Regulations, 2009.
returns led and other records maintained by the Company (Not Applicable to the Company during the
for the nancial year ended on 31st March 2016 according to Audit Period); and
the provisions of: (h) The Securities and Exchange Board of India (Buyback
(i) The Companies Act, 2013 (the Act) and the rules made of Securities) Regulations, 1998. (Not Applicable to
thereunder; the Company during the Audit Period).

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) (vi) During the period under review, no law was specically
and the rules made thereunder; applicable to the Company.

(iii) The Depositories Act, 1996 and the Regulations and Bye- I have also examined compliance with the applicable
laws framed thereunder; clauses of the following:

(iv) Foreign Exchange Management Act, 1999 and the (i) Secretarial Standards issued by The Institute of
rules and regulations made thereunder to the extent of Company Secretaries of India notied with eect
Overseas Direct Investment, Overseas Direct Investment from 1 July 2015;
and External Commercial Borrowings;
(ii) The erstwhile Listing Agreements entered into by the
(v) The following Regulations and Guidelines prescribed Company with stock exchanges and The Securities
under the Securities and Exchange Board of India Act, and Exchange Board of India (Listing Obligations
1992 (SEBI Act):- and Disclosure Requirements) Regulations, 2015
notied with eect from 1 December 2015.

98 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

During the period under review the Company has meetings of the Board of Directors or Committee of the Board,
complied with the provisions of the Act, Rules, as the case may be.
Regulations, Guidelines, Standards, etc. mentioned
I further report that there are adequate systems and
above.
processes in the Company commensurate with the size and
I further report that operations of the Company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive I further report that during the audit period the Company
Directors and Independent Directors. There were no changes had no specic events/actions having a major bearing on the
in the composition of the Board of Directors during the period Companys aairs in pursuance of the above referred laws,
under review. regulations, guidelines, standards etc.

Adequate notice is given to all Directors to schedule the


Board Meetings, agenda and detailed notes on agenda were Dr. K. R. Chandratre
sent at least seven days in advance, and a system exists for Company Secretary in Practice
seeking and obtaining further information and clarications FCS 1370
on the agenda items before the meeting and for meaningful CP No 5144
participation at the meeting.
All decisions at Board Meetings and Committee Meetings are Place: Pune
carried out unanimously as recorded in the minutes of the Date: 29 April 2016

99
Making a dierence for 25 years

Annexure E to the Boards Report

A. Conservation of Energy Replacement of CFL bulbs by LED lights from


1. Steps taken/impact on conservation of energy and 85 watt to 20 watt.
the steps taken for utilising alternate sources of Productivity improvement in renery.
energy;
For Fuel Consumption reduction:
Baddi
Replacement of steam traps.
The Company undertook several initiatives in power
and fuel consumption reduction at its Baddi plant. Improvement in heat exchanger eciency -
These initiatives resulted in savings of 2,92,966 replacement of plates.
units & 332 MT of fuel corresponding to reduction Improvement in cleaning SOPs for boilers.
in carbon footprint by 670 MT of CO2 last year. Pondicherry
Details of Initiatives are as below: Pondicherry Power Task Force Energy Conservation
Initiatives have resulted in a reduction of 79,509
Installation of 125 KW Steam Turbine.
Units/Year equivalent to 75 MT of CO2 emissions
Installation of copper tubes in replacement of through following initiatives:
PU tubes.
Final Oil tank pump and Expeller 329-B motor
VFD installation in cooling tower pump. capacity optimized.
LED lighting in the factory. Replacement of Lower Eciency Motor with
Condensate and Flash steam recovery Higher Eciency (IE3) Motors in Expeller 318-
improvement, resulted in lesser fuel reduction. B, Prebreaker.

In addition, to the above various water conservation Reduction of Operating hours of Admin pump.
of usage was undertaken which resulted in Transparent Sheets replaced for Manufacturing
reduction of more than 1900 MT of water per Buildings to improve day time lighting.
month.
Water Conservation
Details of Initiatives are as below:
Sewage Treatment Plant recycled 498 KL of
Capacity improvement of DM Plant. Water and used for functional garden.
Condensate recovery in the plant.
Reused 533KL from Water Treatment Plant to
Closure of de-aerator tank vent. gardening.
Anion back wash in wet-scrubber.
Perundurai
Treated water usage for gardening.
Perundurai plant has achieved consistent
Leakage plugging from DM tank.
improvement in power consumption by 4.0U/MT
Line modication in Separator for smooth ow of copra crushed in FY15-16. This amounted to
of gums. overall saving of 1,22,632 Electricity units & 257
Jalgaon MT Fuel equivalent to 912 MT of CO2 emissions

The Company undertook the following the initiatives Following are the power saving initiatives carried
at its Jalgaon plant to reduce carbon footprint. out last year:
These initiatives enabled a saving of 84,008 units
and 699 MT of fuel last year equivalent to 910 MT Change of Boiler fuel from Diesel to Briquette
of CO2 emissions. (Agro Waste) resulted in savings of 257 MT of
Diesel
For Power Consumption reduction:
Elimination of 2nd stage Expeller kettle yielded
High Speed mechanical pouch lling machines 1.47 KW/MT.
instead of pneumatically operated

100 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

100% Usage of SFB resulted into carbon Paonta Sahib


footprint reduction.
The Company undertook following initiatives to
Third Party Power Purchase to reduce the DG reduce carbon footprint. These initiatives at its
usage. plant at Paonta Sahib enabled a saving of 43,330
Power savings of 5.18 GJ/month by optimization units and 17 MT of fuel last year equivalent
of Cooker Motor Frequency. to 93.43 MT of CO2 emissions. Some of these
initiatives include:
Power savings of 6.48GJ/month by optimization
of Expeller second stage Vertical Feeder motor. Batch Transfer time reduction in hair oil.
Power savings by water line modication and Interlocking of cooling tower with chiller.
reduction of Admin motor pump load.
Replace constant wattage heat tracer with
Power savings by optimization of Steam self-regulating one.
Pressure setting for process usage.
Replacement of reciprocating pump with lobe
Kanjikode pump.

Kanjikode Plant has achieved consistent Water overow restrictive system from storage
improvement in specic fuel consumption by 0.21 tanks.
Ltrs/MT in FY 15-16. This led to overall savings
Installation of solar light instead of normal
of 5.1 KL of fuel. In specic power consumption
electrical street light.
reduction through Power Task Force has resulted in
overall savings of 61,629 Units in FY 15-16. DG 380 KVA automation (Saving in Diesel
consumption).
Initiatives taken in Kanjikode have led to reduction
in overall CO2 emissions by 73.71 MT. DG interconnect (Saving in Diesel consumption).
2. Capital investment on energy conservation
Aluminium insulation has been xed in all steam equipment during the year was Rs.204 Lacs.
lines to reduce Specic fuel consumption by
0.21 Lt / MT. A. Technology Absorption

Implementation of auto control cake overow 1. Science inspired by purpose has always created
conveyor and copra overflow conveyor wonders!
operation has resulted in SPC Reduction of Understanding this fact made Marico realise
4,680 Units / Annum. that cutting edge science is the best route
Provided online cap heater with hot air for delivering on unmet consumer needs. Our
recirculation system in Line 5 reduces the scientists have the ability to develop rich insights
power consumption by 2,995 Units per Annum about the local consumers and leverage these
resulting in reduction of 2.5 t CO2/Annum. to provide ecacious solutions. Marico R & D
team discovered the underlying science of hair
Replacement of Fluorescent Lamp with LED oiling, the great Indian tradition, through original
in lling has resulted in reduction of power research and employed novel technologies to
consumption by 1,538 units per Annum. create products targeted at specic hair care
Provided VFD in Expeller drive reduces the needs. Realizing the need to develop food
power consumption by 44,928 Units / Annum. solutions to lifestyle epidemics being faced
by India, we used a nutrition-based approach
Installed capacitor in second crushing has resulted coupled with biochemical understanding to create
in power reduction of 7,488 Units / Annum. authentic, nutritious food solutions to eectively
Identication of spillage points and elimination prevent the onset of lifestyle diseases. The
of spillage in the process to reduce the mass proof of delivery of these science based designs
loss from 0.72% to 0.54%. is validated through rigorous clinical trials in

101
Making a dierence for 25 years

consumers. Our Design Thinking approach has 3. Benets derived as the result of the above eorts
resulted in products which maintain not only o Launch of new products Parachute Gold
product quality throughout shelf life, but minimise Ayurvedic Hair Oil, Livon serum, Parachute
the waste and environmental impact. Gold range of hair oils and creams in Middle
We measure our success in the market through the East, two new avours in saola oats.
uninching loyalty of consumers to our products o In depth understanding of hair structure and
and to enable this we have a capable team function leading to development of ecacious
comprising of 92 members : products.
PhD 8 o Strong claim support for new products based
Masters 29 on robust clinicals.

Scientists Total 37 o 7 patents led across the departments. One


international patent granted in Bangladesh
2. Research and Development (R&D) and Kingdom of Saudi Arabia.
Specic areas in which R & D was carried out by o Best in class packaging.
your Company:
4. Future Plan of Action
R&D eorts were directed towards core areas
of hair oils, leave in formats, non-oil nourishing R&D will continue to focus on generating in-depth
products, styling formats, deodorants, oats & consumer insights, develop strong technology
packaging innovations across the global markets. platforms in the area of hair & skin nourishment and
Eorts to understand consumers in international grooming. Eorts will also be made to harmonize
geographies and align systems and processes products across geographies, design new products
across the business continued. for specic lead geographies and re-apply the same
to similar target segments in dierent regions,
In hair care, research eorts were directed to Special eorts will be targeted in improving
understand dierent hair types in relevant measurement science, process engineering and
geographies and creation of tailor-made hair innovation capability development.
care formats. Research on improving benets in
anti-hair fall category continued. In deodorants, 5. Technology absorption, adaptation and innovation
research on understanding of body odour and Eorts, in brief, made towards technology
approach of perfume engineering helped create absorption, adaptation and innovation and benets
distinct perfumes with higher longevity. Eorts derived as a result of the same:
of the Consumer Technical insights group were
targeted towards generating insights of product New technologies sourced from vendors, partners,
usage and attitudes across geographies and universities were worked upon to adapt them
tailoring the product sensories accordingly. In to Marico business needs. Several connect and
packaging, major eorts were directed towards develop projects were undertaken in the areas of
creating novel options for prevention of lookalikes new measurement techniques and novel actives for
and counterfeits. In foods, considerable eorts hair and skin benets. These helped in developing
were directed towards creating new avours in depth basic knowledge and stronger claims.
through a deeper understanding of regional taste Special eorts were undertaken to leverage digital
and occasion preferences. New technologies for technology for proving the ecacy of products to
applications of edible oils for lifestyle diseases consumers at point of sale and also during usage.
are being worked upon. In Quality Assurance, 6. The Company has not imported any technology
eorts were directed towards revaluating and during last three years reckoned from the beginning
benchmarking product quality for its robustness. of the nancial year.

102 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

7. The expenditure incurred on Research and B. Foreign Exchange Earnings and Outgo
Development:
The details of Foreign exchange earnings and outgo
during the period under review is as under:.
Particulars As at March 31,
2016 2015 Particulars As at March 31,
Rs. in Crore Rs. in Crore 2016 2015
(a) Capital 2.44 0.55 Rs. in Crore Rs. in Crore
(b) Recurring 25.05 19.19 Foreign Exchange earned 293.28 310.50
Total 27.48 19.74 Foreign Exchange used 246.31 192.81
As a % of revenues 0.56 0.42

The expenditure above includes a capital On behalf of the Board of Directors


expenditure of Rs. 0.05 Crore (LY: 0.11) and a Place : Mumbai Harsh Mariwala
revenue expenditure of Rs. 6.93 Crore (LY: Rs. 4.05 Date : April 29, 2016 Chairman
Crore) towards the edible oils and foods business of
Your Company.

103
Making a dierence for 25 years

Annexure F to the Boards Report

Form No. MGT-9


EXTRACT OF ANNUAL RETURN
As on the nancial year ended on March 31, 2016.
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management & Administration) Rules, 2014.

I. REGISTRATION AND OTHER DETAILS:

i CIN L15140MH1988PLC049208
ii Registration Date October 13, 1988
iii Name of the Company Marico Limited
iv Category/Sub-category of the Company Public Company/Limited by Shares
v Address of the Registered oce 7th Floor, Grande Palladium, 175, CST Road, Kalina,
& contact details Santacruz (East), Mumbai 400 098, Maharashtra.

Tel: (91-22) 6648 0480


Fax: (91-22) 2650 0159

Website: www.marico.com
E-mail Address: [email protected]
vi Whether listed company: Yes/No Yes
vii Details of the Stock Exchanges where shares are listed BSE Limited (BSE) : 531642
The National Stock Exchange of India Limited
(NSE): MARICO
viii Name , Address & contact details of the Registrar & Link Intime India Private Limited
Transfer Agent, if any. C-13, Pannalal Silk Mills Compound, Lal Bahadur Shastri
Road, Bhandup (West), Mumbai- 400 078
Maharashtra.

Tel: (91-22) 25963838


Fax: (91-22) 25946969

Website: www.linkintime.co.in
E-mail Address: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY


All the business activities contributing 10% or more of the total turnover of the company

Sl.No. Name and Description of main products/ NIC Code of the Product/ % to total turnover of the
services service Company

1 Edible Oils 10402 61%

2 Value Added Hair Oils 20236 21%

104 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Holding/
Sl. Subsidiary/ Applicable
Name & Address of the Company CIN/GLN % of Shares Held
No. Associate Section
Company
1 Marico Bangladesh Limited (MBL) NA Subsidiary 90% 2(87)(ii)
House-1, Road-1, Sector-1, Uttara, Dhaka-1230,
Bangladesh
2 Marico Middle East FZE (MME) NA Subsidiary 100% 2(87)(ii)
Oce No. LOB 15326, Jebel Ali, Dubai, UAE
3 Marico South Africa Consumer Care (Pty) NA Subsidiary 100% 2(87)(ii)
Limited (MSACC)
1474 South Coast Road, Mobeni 4051
4 Marico South Africa (Pty) Limited (MSA) NA Subsidiary 100% through 2(87)(ii)(a)
1474 South Coast Road, Mobeni 4051 MSACC
5 International Consumer Products Corporation NA Subsidiary 100% 2(87)(ii)
(ICP)
28th oor, Pearl Plaza,561 Dien Bien Phu,Binh Thanh
District, HO CHI MINH City,Vietnam
6 Marico Consumer Care Limited (MCCL) U24233MH2012PLC229972 Subsidiary 100% 2(87)(ii)
7th Floor, Grande Palladium, 175, CST Road,
Kalina, Santacruz (East), Mumbai - 400 098
7 Halite Personal Care India Private Limited U24240MH2011PTC239427 Subsidiary - -
(A Company under Voluntary Liquidation)
7th Floor, Grande Palladium, 175, CST Road,
Kalina, Santacruz (East), Mumbai - 400 098
8 Marico Innovation Foundation (MIF) U93090MH2009NPL193455 Subsidiary Secction 8 Guarantee 2(87)(i)
7th Floor, Grande Palladium, 175, CST Road, Company without
Kalina, Santacruz (East), Mumbai - 400 098 Share Capital
9 MBL Industries Limited (MBL) NA Subsidiary 100% through MME 2(87)(ii)(a)
Add: House-1, Road-1, Sector-1, Uttara, Dhaka-1230,
Bangladesh
10 MEL Consumer Care SAE (MEL) NA Subsidiary 100% through MME 2(87)(ii)(a)
Building 3,Section 1141, 34, IBAD Elrahman Street,Masaken
Sheraton,Nozha District-Cairo-Egypt
11 Marico Egypt For Industries S.A.E. (MEI) NA Subsidiary 100% through MELCC 2(87)(ii)(a)
Building 3,Section 1141, 34, IBAD Elrahman Street,Masaken
Sheraton,Nozha District-Cairo-Egypt
12 Egyptian American Investment and Industrial NA Subsidiary 100% through MME 2(87)(ii)(a)
development Company S.A.E (EAIIDC)
Building 3,Section 1141, 34, IBAD Elrahman Street,Masaken
Sheraton,Nozha District-Cairo-Egypt
13 Marico Malaysia Sdn. Bhd. (MMSB) NA Subsidiary 100% through MME 2(87)(ii)(a)
Ground Floor, Lot 7, Block F, Saguking Commercial Building,
Jalan Patau 87000, Labuan F.T. Malaysia
14 Thuan Phat Foodstu Joint Stock Company NA Subsidiary 99.99% through ICP 2(87)(ii)(a)
(TPF)
28th oor, Pearl Plaza,561 Dien Bien Phu,Binh Thanh
District, HO CHI MINH City,Vietnam
15 Bellezimo Professionale Products Private U24110MH2015PTC265935 Assoicate 45% 2(6)
Limited
Eucharistic Congress Buliding No. 2, 3rd oor, 5 Convent
Street, Near Electric house, Colaba, Mumabi -400 001,
Maharashtra, India

105
Making a dierence for 25 years

IV. SHAREHOLDING PATTERN (Equity Share Capital break up as % to total Equity)


(i) Categorywise Shareholding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
(As on 01.04.2015) (As on 31.03.2016) change
during
Demat Physical Total % of Total Demat Physical Total % of Total the year
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 375,205,520 - 375,205,520 58.17 750,411,040 - 750,411,040 58.16 100.0
b) Central Govt.or State Govt. - - - - - - - - -
c) Bodies Corporate 8,822,000 8,822,000 1.37 17,644,000 17,644,000 1.37 100.0
d) Bank/FI - - - - - - - - -
e) Any other - - - - - - - - -
SUB TOTAL:(A) (1) 384,027,520 0.00 384,027,520 59.54 768,055,040 0.00 768,055,040 59.53 100.0

(2) Foreign
a) NRI- Individuals 900,000 0.00 900,000 0.14 1,800,000 0.00 1,800,000 0.14 100.0
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks/FI - - - - - - - - -
e) Any other - - - - - - - - -
SUB TOTAL (A) (2) 900,000 0.00 900,000 0.14 1,800,000 0.00 1,800,000 0.14 100.0
Total Shareholding of Promoter 384,927,520 0.00 384,927,520 59.68 769,855,040 0.00 769,855,040 59.67 100.0
(A)= (A)(1)+(A)(2)

B. PUBLIC SHAREHOLDING

(1) Institutions
a) Mutual Funds 20,551,709 - 20,551,709 3.19 12,443,222 - 12,443,222 0.96 -39.5
b) Banks/FI 283,800 - 283,800 0.04 1,204,137 - 1,204,137 0.09 324.3
C) Central Govt/State Govt. 672,864 - 672,864 0.10 1,607,516 - 1,607,516 0.12 138.9
d) Venture Capital Fund - - - - - - - 0.0
e) Insurance Companies 8,932,647 - 8,932,647 1.38 27,013,742 - 27,013,742 2.09 202.4
f) FIIs 156,947,263 5,000 156,952,263 24.33 199,902,103 10,000 199,912,103 15.50 27.4
g) Foreign Venture Capital Funds 9,541,299 - 9,541,299 1.48 - - - - -
h) Foreign Portfolio Investor 12,394,907 - 12,394,907 1.92 173,884,977 - 173,884,977 13.48 1302.9
(Corporate)
i) Others (specify) - - - - - - - - -
SUB TOTAL (B)(1): 209,324,489 5,000 209,329,489 32.46 416,055,697 10,000 416,065,697 32.25 98.8
(2) Non Institutions
a) Bodies corporates
i)Indian 25,372,022 42,000 25,414,022 3.94 39,823,660 76,000 39,899,660 3.09 57.0
ii) Foreign - - - - - - - - -
b) Individuals
i) Individual shareholders holding 19,134,639 689,840 19,824,479 3.07 38,116,186 1,282,204 39,398,390 3.05 98.7
nominal share capital upto Rs.1 lakhs
ii) Individuals shareholders holding 3,560,452 - 3,560,452 0.55 18,115,223 - 18,115,223 1.40 408.8
nominal share capital in excess of Rs.
1 lakhs
c) Others (specify)
1. NRI 1,476,780 - 1,476,780 0.23 3,505,680 - 3,505,680 0.27 137.4
2. Clearing member 367,450 - 367,450 0.06 1,154,716 - 1,154,716 0.09 214.3
3. Trusts 81,807 - 81,807 0.01 295,554 - 295,554 0.02 261.3
4. HUF - - - - 1,881,238 - 1,881,238 0.15 0.0
SUB TOTAL (B)(2): 49,993,150 731,840 50,724,990 7.86 102,892,257 1,358,204 104,250,461 8.08 105.5
Total Public Shareholding 259,317,639 736,840 260,054,479 40.32 518,947,954 1,368,204 520,316,158 40.33 100.1
(B)= (B)(1)+(B)(2)
C. Shares held by Custodian for - - - - - - - - -
GDRs & ADRs
Grand Total (A+B+C) 644,245,159 736,840 644,981,999 100.00 1,288,802,994 1,368,204 1,290,171,198 100.00 100.03

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(ii) & (iii) Shareholding of Promoters & Changes in Promoters shareholding

Sl. Name Shareholding Cumulative Shareholding


No at the beginning (01.04.2015)/ Increase/ during the year
end of the year(31.03.2016) Decrease (01.04.2015 to 31.03.2016)
Date Reason
% of total in share- % of total
holding No.of
No.of Shares shares of the shares of the
Shares
company Company
1 Harsh Mariwala with Kishore Mariwala 73,376,000 11.38 01-Apr-15 0
(For Valentine Family Trust) Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
146,752,000 11.37 31-Mar-16 0 146,752,000 11.37
2 Harsh Mariwala with Kishore Mariwala 73,376,000 11.38 01-Apr-15 0
(For Aquarius Family Trust) Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
146,752,000 11.37 31-Mar-16 0 146,752,000 11.37
3 Harsh Mariwala with Kishore Mariwala 73,376,000 11.38 01-Apr-15 0
(For Taurus Family Trust) Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
146,752,000 11.37 31-Mar-16 0 146,752,000 11.37
4 Harsh Mariwala with Kishore Mariwala 73,376,000 11.38 01-Apr-15 0
(For Gemini Family Trust) Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
146,752,000 11.37 31-Mar-16 0 146,752,000 11.37
5 Arctic Investment & Trading Company 8,785,000 1.36 01-Apr-15 0
Private Limited Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
17,570,000 1.36 31-Mar-16 0 17,570,000 1.36
6 The Bombay Oil Private Limited 37,000 0.01 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
74,000 0.01 31-Mar-16 0 74,000 0.01
7 Mr. Harsh Mariwala 11,454,600 1.78 01-Apr-15 0
Gi to Ms. Rajvi
1,500,000 0.23 05-May-15 Decrease 9,954,600 1.54
Mariwala
08-Jan-16 Increase Bonus issue in the
19,909,200 1.54 31-Mar-16 0 ratio of 1:1 19,909,200 1.54
8 Harshraj C Mariwala (HUF) 6,120,000 0.95 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
12,240,000 0.95 31-Mar-16 0 12,240,000 0.95
9 Mrs. Archana Mariwala 12,300,000 1.91 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
24,600,000 1.91 31-Mar-16 0 24,600,000 1.91
10 Ms. Rajvi Mariwala 13,100,000 2.03 01-Apr-15 0

Gi from Mr. Harsh


1,500,000 0.23 05-May-15 Increase 14,600,000 1.13
Mariwala
08-Jan-16 Increase Bonus issue in the
29,200,000 2.26 31-Mar-16 0 ratio of 1:1 29,200,000 2.26
11 Mr. Rishabh Mariwala 13,100,000 2.03 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
26,200,000 2.03 31-Mar-16 0 26,200,000 2.03
12 Mrs. Preeti Gautam Shah 900,000 0.14 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
1,800,000 0.14 31-Mar-16 0 1,800,000 0.14
13 Mrs. Pallavi Jaikishen 916,000 0.14 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
1,832,000 0.14 31-Mar-16 0 1,832,000 0.14

107
Making a dierence for 25 years

Sl. Name Shareholding Cumulative Shareholding


No at the beginning (01.04.2015)/ Increase/ during the year
end of the year(31.03.2016) Decrease (01.04.2015 to 31.03.2016)
Date Reason
% of total in share- % of total
holding No.of
No.of Shares shares of the shares of the
Shares
company Company
14 Mrs. Malika Chirayu Amin 900,000 0.14 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
1,800,000 0.14 31-Mar-16 0 1,800,000 0.14
15 Mr. Kishore Mariwala 1,491,060 0.23 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
2,982,120 0.23 31-Mar-16 0 2,982,120 0.23
16 Mrs. Hema Mariwala 3,916,140 0.61 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
7,832,280 0.61 31-Mar-16 0 7,832,280 0.61
17 Mr. Rajen Mariwala 3,443,200 0.53 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
6,886,400 0.53 31-Mar-16 0 6,886,400 0.53
18 Mrs. Anjali Mariwala 3,709,100 0.58 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
7,418,200 0.57 31-Mar-16 0 7,418,200 0.57
19 Dr. Ravindra Mariwala 7,542,320 1.17 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
15,084,640 1.17 31-Mar-16 0 15,084,640 1.17
20 Mrs. Paula Mariwala 3,709,100 0.58 01-Apr-15 0
Bonus issue in the
08-Jan-16 Increase
ratio of 1:1
7,418,200 0.57 31-Mar-16 0 7,418,200 0.57

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(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs & ADRs)

Shareholding Cumulative Shareholding


at the beginning (01.04.2015)/ Reason during the year
end of the year(31.03.2016) Increase/ (01.04.2015 to 31.03.2016)
Sl.
Name Date Decrease
No % of total % of total
in shareholding No.of
No.of Shares shares of the shares of the
Shares
company Company
33,278,269 5.16 - - 33,278,269 5.16
Arisaig Partners (Asia) Pte Ltd. A/C During the
1 33,278,269 Purchase 66,556,538 5.16
Arisaig India Fund Limited nancial year
31,386,588 Sale 35,169,950 2.73
National Westminster Bank Plc 10,000,000 1.55 - - 10,000,000 1.55
As Depositary Of M And G Global During the
2
Basics Fund A Sub Fund Of M And G nancial year 10,000,000 Sale - -
Investment Funds 1*
9,914,406 1.54 - - 9,914,406 1.54
During the
3 Franklin Templeton Investment Funds*
nancial year 9,914,406 Sale - -

9,541,299 1.48 - - 9,541,299 1.48


During the
4 Indivest Pte Ltd*
nancial year 9,541,299 Sale - -

7,352,941 1.14 - - 7,352,941 1.14


Baring India Private Equity Fund Iii During the
5
Listed Investments Limited* nancial year 7,352,941 Sale - -
6,889,052 1.07 - - 6,889,052 1.07
During the
6 Life Insurance Corporation Of India 20,222,070 Purchase 27,111,122 2.10
nancial year
4,420,444 sale 22,690,678 1.76
6,771,741 1.05 - - 6,771,741 1.05
Franklin Templeton Mutual Fund A/C During the
7 4,627,580 Purchase 11,399,321 0.88
Franklin India Bluechip Fund nancial year
2,643,961 Sale 8,755,360 0.68
6,682,892 1.04 - - 6,682,892 1.04
Kuwait Investment Authority - Fund During the
8 6,825,192 Purchase 13,508,084 1.05
No. 208 nancial year
3,643,995 Sale 9,864,089 0.76
Birla Sun Life Trustee Company Private 5,631,054 0.87 - - 5,631,054 0.87
During the
9 Limited (A/C Birla Sun Life India 891,000 Purchase 6,522,054 0.51
nancial year
Gennext Fund) 6,272,054 Sale 250,000 0.02
Arisaig Partners (Asia) Pte Ltd. A/C 5,530,180 0.86 - - 5,530,180 0.86
During the
10 Arisaig Global Emerging Markets 6,781,880 Purchase 12,312,060 0.95
nancial year
Consumer Fund (Singapore) Pte. Ltd. 2,326,000 Sale 9,986,060 0.77
National Westminster Bank Plc As - - - - - -
Depositary Of First State Asia Pacic During the
11
Leaders Fund A Sub Fund Of First nancial year 49,132,001 Purchase 49,132,001 3.81
State Investments Icvc#
- - - - - -
Hasham Investment And Trading During the
12 17,643,638 Purchase 17,643,638 1.37
Company Private Limited# nancial year
1,471,243 Sale 16,172,395 1.25
Barclays Merchant Bank Sinagapore - - During the - - - 0.00
13
Ltd# nancial year 9,849,000 Purchase 9,849,000 0.76
2,995,223 0.46 - - 2,995,223 0.46
During the
14 Mattews India Fund# 5,067,105 Purchase 8,062,328 0.62
nancial year
160,000 Sale 7,902,328 0.61
* Ceased to be a top ten shareholder as on March 31, 2016.
** Purchase also includes the eect of Bonus equity shares issued by the Company during the nancial year in the ratio of 1:1
# Top ten Shareholder as on March 31, 2016
Note: The above information is based on the weekly beneciary positions received from Depositories. The date wise increase/decrease in shareholding of the
top ten shareholders is avaiable on the website of the Company

109
Making a dierence for 25 years

(v) Shareholding of Directors and Key Managerial Personnel

Shareholding Cumulative Shareholding


at the beginning (01.04.2015)/ Increase/ during the year
Sl. end of the year(31.03.2016) Decrease (01.04.2015 to 31.03.2016)
Name Date Reason
No % of total in share- % of total
holding No.of
No.of Shares shares of the shares of the
Shares
company Company
Directors
11,454,600 1.78 01-Apr-15 - - 11,454,600 1.78

Mr. Harsh Mariwala 05-May-15 1,500,000 Decrease 9,954,600 1.54


1
(Non Executive Director & Chairman) 08-Jan-16 9,954,600 Bonus (1:1) 19,909,200 1.54
19,909,200 1.54 31-Mar-16
3,443,200 0.53 01-Apr-15 -
Mr. Rajen Mariwala Bonus issue in
2 08-Jan-16 Increase
(Non-Executive Director) the ratio of 1:1
6,886,400 0.53 31-Mar-16 - 6,886,400 0.53
Mr. Anand Kripalu
3 - - - - Nil Holding - -
(Independent Director)
18,168 - 01-Apr-15 -
Mr. Atul Choksey
Bonus issue in
4 (Independent Director) 08-Jan-16 Increase
the ratio of 1:1
36,336 - 31-Mar-16 - 36,336 0.00
Mr. B. S. Nagesh
5 (Independent Director) - - - - Nil Holding - -

Ms. Hema Ravichandar


6 (Independent Director) - - - - Nil Holding - -

Mr. Nikhil Khattau


7 (Independent Director) - - - - Nil Holding - -

Mr. Rajeev Bakshi


8 (Independent Director) - - - - Nil Holding - -

Key Managerial Personnel


8,700 - 01-Apr-15 -
Mr. Saugata Gupta
Bonus issue in
1 (Managing Director & Chief Executive 08-Jan-16 Increase
the ratio of 1:1
Ocer)
17,400 - 31-Mar-16 - 17,400 0.00
1 - 01-Apr-15 - - -
Mr. Surender Sharma #
Bonus issue in
2 (Company Secretary & Compliance - 08-Jan-16 Increase - -
the ratio of 1:1
Ocer)
31-Mar-16 - 2 0.00
Mr. Vivek Karve 69,950 0.01 01-Apr-15 -
(Chief Financial Ocer) Bonus issue in
3 08-Jan-16 Increase
the ratio of 1:1
139,900 0.01 31-Mar-16 - 139,900 0.01

#Mr. Surender Sharma, Head Legal International Business has been appointed as the Company Secretary & Compliance Ocer w.e.f. April
29, 2016 in place of Ms. Hemangi Ghag who resigned on April 28, 2016.

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V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Rs. in Lacs)

Secured Loans Unsecured Deposits Total


excluding Loans Indebtedness
deposits
Indebtness at the beginning of the nancial year (As on 01.04.2015)
i) Principal Amount 27,113.46 - - 27,113.46
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 84.26 - - 84.26
Total (i+ii+iii) 27,197.72 - - 27,197.72

Change in Indebtedness during the nancial year


Additions (Principal) 2,583.48 2,583.48
Reduction (Principal) 10,746.28 10,746.28
Adjustment (Exchange Rate dierence) 1,519.77 1,519.77
Net Change -6,643.03 - - -6,643.03

Indebtedness at the end of the nancial year (As on 31.03.2016)


i) Principal Amount 20,470.44 20,470.44
ii) Interest due but not paid -
iii) Interest accrued but not due 67.59 67.59
Total (i+ii+iii) 20,538.02 - - 20,538.02

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl. No Particulars of Remuneration Name of the Managing


Director - Mr. Saugata Gupta
(Rs. in Lacs)

1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. 790.91
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 15.40
(c) Prots in lieu of salary under section 17(3) of the Income Tax Act, 1961 -
2 Stock option -
3 Sweat Equity -
4 Commission -
- as % of prot -
5 Others, Please specify** -
Total (A) 806.30
Ceiling as per the Act*
* Remuneration paid to the Managing Director & CEO is within the ceiling provided under Section 197 of the Companies Act, 2013.
**Companys contribution to Provident Fund amounting to Rs. 15,58,344 has not been included in the remuneration stated above.

111
Making a dierence for 25 years

B. Remuneration to other Directors:


(Amount Rs. in Lacs)
Sl.No Particulars of Remuneration Name of other Directors

1 Independent Directors Mr. Atul Mr. Anand Ms. Hema Mr. Rajeev Mr. Nikhil Mr. B. S.
Choksey Kripalu Ravichandar Bakshi Khattau Nagesh

(a) Fee for attending Board / Committee 1.80 1.80 4.00 2.60 3.00 3.60
Meetings

(b) Commission 16.00 16.00 17.00 16.00 17.00 16.00

(c) Others, please specify

Total (1) 114.80

2 Other Non Executive Directors Mr. Harsh Mr. Rajen


Mariwala Mariwala

(a) Fee for attending Board / Committee 2.00 3.80


Meetings

(b) Commission 551.00 16.00

(c) Others, please specify* - -

Total (2) 572.80

Total B = (1+2) 687.60

Managerial Remuneration (Total A+B) 1,493.90

Overall Ceiling as per the Act Rs. 10455.48 lacs (being 11% of Net Prots of the Company calculated as per
Section 198 of the Companies Act, 2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. Particulars of Remuneration Key Managerial Personnel


No
Mr. Vivek Karve - Ms. Hemangi Ghag -
Chief Financial Ocer Company Secretary &
Compliance Ocer
(Rs. in Lacs) (Rs. in Lacs)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the 196.09 35.01
Income Tax Act, 1961.
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0.32 -
(c) Prots in lieu of salary under section 17(3) of the Income - -
Tax Act, 1961
2 Stock Option* - -
3 Sweat Equity - -
4 Commission - -
- as % of prot - -
5 Others, Please specify - -
Total 196.41 35.01

* Perquisite value of the equity stock options excercise during the year.
112 MARICO LIMITED | ANNUAL REPORT 201516
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VII. PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Brief Details of Penalty/ Authority Appeall made


Companies Description Punishment/ Compounding (RD/NCLT/ if any (give
Act fees imposed Court) details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

There were no penalties/punishment/compounding of oences for violation of the provisions of the Companies Act,
2013 against the Company or its Directors or other ocers in default during the year.

113
Making a dierence for 25 years

Corporate Governance Report

This report on Corporate Governance is divided into the towards maximization of shareholder value. Therefore,
following parts: shareholder value, as an objective, is woven into all
aspects of Corporate Governance the underlying
I. Philosophy on Code of Corporate Governance
philosophy, the development of roles and the creation
II. Board of Directors of structures and continuous compliance with standard
practices.
III. Audit Committee
Corporate Governance, as a concept, has gained
IV. Corporate Governance Committee (acting as Nomination
considerable importance of late, primarily because
& Remuneration Committee)
of the proposal to enshrine many of the accepted
V. Stakeholders Relationship Committee good governance principles into corporate law. The
Companies Act, 2013 (the Act) and the Securities
VI. Corporate Social Responsibility Committee
& Exchange Board of India (Listing Obligations &
VII. Risk Management Committee Disclosure Requirements) Regulations, 2015 (the
SEBI Regulations) have strengthened the framework
VIII. Other Committees
of Corporate Governance for India Inc. For Marico,
IX. Remuneration of Directors however, Corporate Governance has always been a
cornerstone of the entire management process, the
X. General Body Meetings
emphasis being on professional management, with
XI. Means of Communication a decision making model based on decentralization,
empowerment and meritocracy. Maricos Board believes
XII. General Shareholder Information
that a robust framework and awless implementation of
XIII. Other Disclosures highest standards of Corporate Governance provides a
sustainable competitive advantage to a rm. Together,
the Management and the Board ensure that Marico
I. PHILOSOPHY ON CODE OF CORPORATE remains a Company of uncompromised integrity and
GOVERNANCE excellence. The Board of the Company has adopted a
vision to be the best in class organization surpassing the
Basic Philosophy
expectations of all stakeholders.
Corporate Governance encompasses laws, procedures,
practices and implicit rules that determine the Risk assessment and risk mitigation framework
Managements ability to make sound decisions vis--vis all Marico believes that:
its stakeholders in particular, its shareholders, creditors,
the State and employees. There is a global consensus on Risks are an integral part of any business
the objective of Good Corporate Governance: Maximising environment and it is essential that we create
long-term shareholder value. structures that are capable of identifying and
mitigating the risks in a continuous and vibrant
Since shareholders are residual claimants, this objective manner.
follows from a premise that in well-performing capital and
nancial markets, whatever maximises shareholder value Risks are multi-dimensional and therefore have
must necessarily maximise corporate value and best to be looked at in a holistic manner, straddling
satisfy the claims of the creditors, the employees and the both, the external environment and the internal
State. processes.

A company which is proactively compliant with the law Maricos Risk Management processes therefore envisage
and which adds value to itself through the Corporate that all signicant activities are analysed across the value
Governance initiatives would also command a higher value chain keeping in mind the following types of risks:
in the eyes of present and prospective shareholders.  Business Risks
Marico therefore believes that Corporate Governance  Controls Risks
is not an end in itself but is a catalyst in the process  Governance Risks

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This analysis is followed by the relevant functions in which helps all the stakeholders to take informed
Marico by prioritizing the risks, basis their potential decisions about the Company. This reects externally
impact and then tracking and reporting status on the in making maximum appropriate disclosures without
mitigation plans for periodic management reviews. This jeopardising the Companys strategic interests as
is aimed at ensuring that adequate checks and balances also internally in the Companys relationship with its
are in place with reference to each signicant risk. employees and in the conduct of its business.
Your Company has constituted a Risk Management The Company has adapted to the new provisions of
Committee on November 7, 2014 pursuant to the the SEBI Regulations that were made effective on
provisions of the erstwhile clause 49 of the Listing December 1, 2015 and has framed and adopted robust
Agreement (now regulated by the SEBI Regulations) and comprehensive policies as required by the SEBI
which shall assist the Board in monitoring and reviewing Regulations so as to ensure maximum compliance. The
the risk management plan and implementation of the risk Company announces its nancial results each quarter,
management framework of the Company. The terms of usually within a month of the end of the quarter. Apart
reference of the Committee are captured in the latter from disclosing these in a timely manner to the Stock
part of this report. Exchanges, the Company also hosts the results on its
website together with a detailed information update and
At dened periodicity, your Board also reviews progress
media release discussing the results. The nancial results
on the plans for mitigation of the top risks that your
are published in leading newspapers. The Company
Company is exposed to.
also sends an email update to the Members who have
Your Company has an internal audit system commensurate registered their email addresses with the Company.
with the size of the Company and the nature of its Generally, once the quarterly results are announced,
business. The Audit Committee of the Board has the the Company conducts a call with analyst community
authority and responsibility to select, evaluate and explaining to them the results and responding to their
where appropriate, replace the Independent Internal queries. The transcripts of such calls are posted on
Auditor in accordance with the law. All possible measures the Companys website. Marico participates in analyst
are taken by the Committee to ensure the objectivity and investor conference calls, one-on-one meetings
and independence of the Independent Internal Auditor. and investor conferences where analysts and fund
The Committee, independent of the Executive Director managers get frequent access to the Companys
and Promoter Directors of the Company, holds periodic Senior Management. A detailed investor presentation
one to one discussions with the Internal Auditors to is uploaded on the website and is reviewed periodically
review the scope and ndings of the audit and to ensure which gives details about the history, current and future
adequacy of the internal audit system in the Company. potential of the business. Through these meetings,
The Audit Committee reviews the internal audit plan for presentations and information updates the Company
every year and approves the same in consultation with shares its broad strategy and business outlook. The
the Top Management and the Internal Auditor. Company also discloses in advance, the details of the
conference calls, Investor meetings and roadshows
We believe that this framework ensures a unied and
being conducted within the quarters in and outside the
comprehensive perspective.
Country to the Stock Exchanges and updates its website
Cornerstones with the same simultaneously.

Marico thus follows Corporate Governance practices The Board has, during the period under review, adopted
around the following philosophical cornerstones: a comprehensive Policy for Determination of Materiality
of Event or Information in accordance with Regulation 30
Generative transparency and openness in
of the SEBI Regulations and the Company makes prompt
information sharing
disclosures to the Stock Exchanges where the shares
Marico believes that sharing and explaining all the of the Company are listed regarding material events/
relevant information on the Companys policies and information so as to keep the Stakeholders apprised and
actions to all those to whom it has responsibilities, with enable them to make informed decisions.
transparency and openness, generates an ambience

115
Making a dierence for 25 years

Your Company has also taken the information sharing Director and Chief Executive Ocer, continues to head
with the Directors to another level by going Digital. the Companys business and is responsible for its day
The dissemination of information to your Companys to day management and operations and reports to the
Board has largely been paper driven as the background Board.
material for the Board & Committee meetings and other
The Audit Committee and the Board of Directors meet
related information for their continuous appraisal was
at least once in every quarter to consider inter-alia, the
shared in print form. In order to facilitate seamless and
business performance and other matters of importance.
secured ow of information between the Management
The Audit Committee also meets once in a quarter, in
and the Board, the Company availed services of an iOS
addition to the above to have detailed deliberations on
based platform called MeetX. The platform has not only
matters relating to Risks, Internal Financial Controls,
contributed to the Companys go-green approach and
Internal Audit, Systems & Processes relating to
environmental sustainability but also aided eective
Information Technology, Governance, Related Party
Board collaboration.
Transactions of the Company etc.
Constructive separation of Ownership and
Discipline
Management
Maricos Senior Management is always sensitive to the
Maricos philosophy to have constructive separation
need for good Corporate Governance practices. Your
of the Management of the Company from its Owners
Company places signicant emphasis on good Corporate
manifests itself in the composition of the Board of
Governance practices and endeavours to ensure that the
Directors which comprises 6 Independent Directors, 2
same is followed at all levels across the organisation.
Non-Executive Promoter Directors and 1 professional
being the Managing Director and Chief Executive Ocer. Your Company continues to focus on its core business of
The Independent Directors ensure protection of interests beauty and wellness in the categories of Hair and Skin
of all shareholders of the Company. The Board also has Nourishment and male grooming. In its international
a Woman Director in line with the provisions of the Act business too, it is focussed on growing in the emerging
and Rules made thereunder. The Board does not consist economies of Asian and African continents. This would
of representatives of creditors or banks. This has thus result in the Company building depth in its selected
continued to result in maximization of the eectiveness segments and geographies rather than spreading itself
of both, Ownership and Management by sharpening their thin.
respective accountability.
Your Company has always adopted a conservative policy
The participation of the Senior Management Personnel with respect to debt and foreign exchange exposure
is ensured at Board and/or Committee meetings so that management. All actions having nancial implications are
the Board/Committees can seek and get explanations as well thought through. The Company raises funds which
required from them. are used for expansion of business either organically or
inorganically. The Company has also stayed away from
All Directors, Promoters and employees are required to
entering into exotic derivative products.
comply with Marico Insider Trading Rules, 2015 of the
Company, which form part of Maricos Unied Code of The Company has a dividend philosophy, formulated
Conduct, for trading in the securities of the Company. considering organic and inorganic growth of the
Companys business and has been declaring cash
The Companys Internal, Statutory, Cost and Secretarial
dividend on a regular basis thereby providing a regular
Auditors are not related to any of your Companys
return on investment to shareholders. The Company
Directors.
has improved the dividend pay-out ratio over the last 5
Accountability years consistently and would endeavour to maintain a
satisfactory pay-out ratio in future.
The Board plays a supervisory role rather than
an executive role. Members of the Board provide Responsibility
constructive critique on the strategic business plans and
operations of the Company. Mr. Saugata Gupta, Managing The Company has put in place various mechanisms
and policies to ensure orderly and smooth functioning

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of operations and also dened measures in case of responsibility is given high importance and measures
transgressions by members. have been taken at all locations to ensure that
members are educated and equipped to discharge their
The Company has integrated its internal regulations
responsibilities in ensuring the proper maintenance of
relating to these mechanisms, into a Unied Code of
the environment.
Conduct. In order to ensure that such Code of Conduct
reflects the changing environment, both social and Awards and Recognitions
regulatory, given the increasing size and complexity
of the business and the human resources deployed in Your Company has always strived for excellence in the
them, the Corporate Governance Committee reviews the eld of Corporate Governance. The continuous eorts
Unied Code of Conduct periodically. of the Company have reaped fruits during the year
under review as the Company has been awarded Best
The Companys Unied Code of Conduct is applicable to Domestic Company on Corporate Governance in India
all members viz: the employees (whether permanent as per Asiamoneys Corporate Governance Poll 2015.
or not), Members of the Board and Associates (in some The Company has also been recognized by the Institute
cases). The Unified Code of Conduct prescribes the of Company Secretaries of India as one of the top ve
guiding principles of conduct of the members to promote Companies in India for exemplary Corporate Governance
ethical conduct in accordance with the stated values of practices. Mr. Saugata Gupta, Managing Director & CEO
Marico and also to meet statutory requirements. The of the Company was recognized as one of the best CEOs
Whistle Blower Policy is embedded in the Unied Code of India in the large category by BusinessWorld. Mr. Vivek
of Conduct. Karve, the Chief Financial Ocer, was also recognized as
The CEO declaration in accordance with Para D of one of the best CFOs of India in the category of liquidity
Schedule V to the SEBI Regulations, to certify the above management by the Yes Bank - BusinessWorld Best CFO
has been given hereinaer in the MD & CEO Certicate. Awards 2015-16. Besides the aforementioned awards
on Corporate Governance, the Company has bagged
Fairness awards for excellence in other areas such as Information
Technology, Marketing, Sales etc. and the detailed list
All actions taken are arrived at aer considering the
thereof is given at the end of the Annual Report.
impact on the interests of all shareholders including
minority shareholders. All shareholders have equal Value-adding Checks & Balances
rights and can convene general meetings if they feel the
Marico relies on a robust structure with value adding
need to do so. Investor Relations is given due priority.
checks and balances designed to:
There exists a separate department for handling this
function. Full disclosures are made in the general  prevent misuse of authority;
meeting for all matters. Notice of the general meetings
 facilitate timely response to change and;
is comprehensive and the presentations made at the
meetings are informative. Also, the Board is remunerated  ensure eective management of risks, especially
commensurately with the growth in the Companys those relating to statutory compliance.
prots.
At the same time, the structure provides scope for
Your Company is an equal opportunity employer and adequate executive freedom, so that bureaucracies do
promotes diversity in its workforce, in terms of skills, not take value away from the Governance Objective.
ethnicity, nationalities and gender.
Board / Committee Proceedings
Social Awareness
The process of the conduct of the Board and Committee
The Company has an explicit policy emphasising ethical proceedings is explained in detail later in this Report.
behaviour. It follows a strict policy of not employing any Other Signicant Practices
minor. The Company believes in gender equality and
does not practise any type of discrimination. All policies Other significant Corporate Governance Practices
are free of bias and discrimination. Environmental followed by Marico are listed below:

117
Making a dierence for 25 years

Checks & Balances Stakeholders Relationship Committee super-


 All Directors are provided with complete information vises redressal of stakeholders grievances.
relating to the operations and Company nances Securities Issue Committee supervises the
to enable them to participate eectively in the issue and allotment of securities and allied
Board discussions. The Directors are also appraised matters.
on a regular basis by uploading information in
the Directors Corner in the MeetX application, Corporate Social Responsibility Committee
which they can view in their personalized devices reviews and monitors the CSR initiatives taken
provided by the Company. by the Company.

 Proceedings of Board are logically segregated and Risk Management Committee assists the
matters are delegated to Committees as under: Board in monitoring and reviewing the risk
management plan and implementation of the
Administrative Committee supervises routine risk management framework of the Company.
transactional matters.
 Each Non-Executive Director brings value through
Investment and Borrowing Committee his or her specialisation.
supervises management of funds.
 Other Directorships held by Directors are within the
Audit Committee covers approval to related ceiling limits specied.
party transactions, review of internal  Committee Memberships and Chairmanship of
controls and audit systems, oversight on risk Directors are also within the permissible limits.
management systems, nancial reporting,
 Statutory compliance report along with the
compliance issues and vigil mechanism,
Compliance Certicate is placed before the Audit
appointment and remuneration to various
Committee and Board at every quarterly meeting.
auditors of the Company and their scope,
Shareholders grievances etc.  All Directors endeavour to attend all the Board/
Committee meetings as also the General Meetings
Corporate Governance Committee supervises of the Company. The Chairpersons of the Audit
remuneration of Directors, Key Managerial Committee and the Corporate Governance
Personnel and their relatives and Senior Committee attend the Annual General Meeting to
Management Personnel. Corporate Governance address shareholders queries, if any.
Committee also acts as the Compensation
 The Chief Financial Ocer, the Chief Human
Committee for the purpose of administration
Resources Ocer and the Company Secretary
and superintendence of the Marico Employees
& Compliance Ocer in consultation with the
Stock Option Scheme 2014, the Marico MD
Chairman of the Board/Committee and the
CEO ESOP Plan 2014 and the Marico Stock
Managing Director & CEO, formalise the agenda for
Appreciation Rights Plan 2011. The Committee
each of the Board /Committee Meetings.
is also entrusted with the responsibility of
evaluating the performance of each Director  The Board/Committees, at their discretion, invite
of the Board and ensuring Board eectiveness. Senior Management Personnel of the Company
and/or external Advisors to any of the meetings of
Vigil Mechanism and Code of Conduct cases are the Board/Committee.
discussed and reviewed in detail by the Audit
 The Company ensures compliance with Secretarial
Committee jointly with the Corporate Governance
Standards issued by the Institute of Company
Committee. The Audit Committee reviews the
Secretaries of India in respect of the meetings of
eectiveness of this process to ensure that
the Board/Committee and Shareholders.
there is an environment that is conducive to
escalate issues, if any, in the system.  The Company has complied with the provisions of
the SEBI Regulations including the circulars issued
Share Transfer Committee supervises trans- thereunder from time to time.
fer formalities and other share-related proce-
dures.

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II. BOARD OF DIRECTORS Name of the Directors No. of Board Meetings Attendance at
Last AGM held
A. Composition and categories of Directors :- on August 5,
2015

Sr. No. Name Category Held Attended

1. Mr. Harsh Mariwala Non-Executive Director & Mr. Nikhil Khattau 8 5 Yes
Chairman (Promoter) (Independent Director)
Mr. Rajeev Bakshi 8 7 Yes
2. Mr. Saugata Gupta Managing Director & CEO
(Independent Director)
3. Mr. Anand Kripalu Independent Director
Mr. Rajen Mariwala (Non- 8 8 Yes
4. Mr. Atul Choksey Independent Director Executive Director)
5. Mr. B. S. Nagesh Independent Director
6. Ms. Hema Ravichandar Independent Director C. Number of Board or Board Committees of which a
7. Mr. Nikhil Khattau Independent Director Director is a member or chairperson (#)
8. Mr. Rajeev Bakshi Independent Director
Name of the Directors Number Number of Number of
9. Mr. Rajen Mariwala Non-Executive Director of Outside Committee Committees
Directorships Memberships (*) in which
(Promoter)
($) held in other Chairperson
Companies(*)
No Director is related to any other Director on the
Mr. Harsh Mariwala 6 1 Nil
Board in terms of the denition of Relative given
(Promoter & Non
under the Companies Act, 2013 read with the Rules
Executive Director)
made thereunder.
Mr. Saugata Gupta 3 1 Nil
B. Attendance of each Director at the Board (Managing Director &
meetings and the last Annual General Meeting: CEO)
Mr. Anand Kripalu 1 Nil Nil
8 (Eight) meetings of the Board of Directors were
(Independent Director)
held during the period from April 1, 2015 to March
31, 2016 viz: on April 30, 2015, June 22, 2015, Mr. Atul Choksey 9 1 1
August 5, 2015, November 4, 2015, January 7, (Independent Director)
2016, January 30, 2016, March 10, 2016 and March Mr. B. S. Nagesh 6 3 Nil
30, 2016. The attendance record of all Directors is (Independent Director)
as under: - Ms. Hema Ravichandar 2 1 Nil
(Independent Director)
Name of the Directors No. of Board Meetings Attendance at
Last AGM held Mr. Nikhil Khattau 2 4 3
on August 5, (Independent Director)
2015
Mr. Rajeev Bakshi 1 1 Nil
Held Attended
(Independent Director)
Mr. Harsh Mariwala 8 8 Yes
Mr. Rajen Mariwala (Non 3 0 Nil
(Chairman & Non
Executive Director)
Executive Director)
Mr. Saugata Gupta 8 7 Yes (#) As on March 31, 2016.

(Managing Director & CEO) ($) Excludes directorship in private limited companies, foreign
companies and Section 8 companies.
Mr. Anand Kripalu 8 4 No
(*) Only two committees, namely, Audit Committee and Stakeholders
(Independent Director)
Relationship Committee have been considered as per Regulation
Mr. Atul Choksey 8 6 No
26(1)(b) of the SEBI Regulations.
(Independent Director)
Mr. B. S. Nagesh 8 6 Yes
(Independent Director)
Ms. Hema Ravichandar 8 6 Yes
(Independent Director)

119
Making a dierence for 25 years

III. AUDIT COMMITTEE b. Changes, if any, in accounting policies and


practices and reasons for the same;
Constitution:
The Audit Committee was constituted by the Board of c. Major accounting entries involving estimates
Directors at its meeting held on January 23, 2001, in based on the exercise of judgment by
accordance with Section 292A of the erstwhile Companies Management;
Act, 1956. The Audit Committee was last re-constituted d. Signicant adjustments made in the nancial
by the Board of Directors on April 30, 2014. statements arising out of audit ndings;
The Audit Committee now comprises the following e. Compliance with listing and other legal
Members: requirements relating to nancial statements;
Name of the Members Designation f. Disclosure of any related party transactions, if
Mr. Nikhil Khattau Chairman (Independent Director) any;
Mr. B. S. Nagesh Member (Independent Director) g. Modied opinion(s) in the dra audit report;
Ms. Hema Ravichandar Member (Independent Director)
5. Reviewing with the Management, the quarterly
Mr. Rajen Mariwala Member (Non-Executive Director)
nancial statements before submission to the
Mr. Surender Sharma* Secretary to the Committee Board for approval.
(Head Legal International
Business & Company Secretary) 6. Reviewing with the Management, the statement
of uses / application of funds raised through an
Mr. Harsh Mariwala Permanent Invitee (Chairman &
issue (public issue, rights issue, preferential issue,
Non Executive Director)
etc.), the statement of funds utilized for purposes
Mr. Saugata Gupta Permanent Invitee (Managing
other than those stated in the oer document/
Director & CEO)
prospectus/ notice and the report submitted by
* Ms. Hemangi Ghag until April 28, 2016. the monitoring agency, monitoring the utilization
In accordance with Regulation 18(3) and Part C of of proceeds of a public or rights issue and making
Schedule II to the SEBI Regulations and Section 177 of appropriate recommendations to the Board to take
the Act, the terms of reference of the Audit Committee, up steps in this matter.
inter-alia, include: 7. Review and monitor the auditors independence
1. Oversight of the Companys nancial reporting and performance and eectiveness of audit
processes and the disclosure of its nancial process.
information to ensure that the nancial statement 8. Evaluation of internal nancial controls and risk
is correct, sucient and credible. management systems.
2. Recommendation for appointment, remuneration 9. Reviewing with the Management, performance of
and terms of appointment of Auditors of the statutory and internal auditors, adequacy of the
Company. internal control systems.
3. Approval of payment to statutory auditors for any 10. Reviewing the adequacy of internal audit function,
other services rendered by the statutory auditors. if any, including the structure of the internal audit
4. Reviewing, with the Management, the annual department, stang and seniority of the ocial
nancial statements before submission to the heading the department, reporting structure
Board for approval, with particular reference to: coverage and frequency of the internal audit.

a. Matters required to be included in the 11. Discussion with the internal auditors on any
Directors Responsibility Statement to be signicant ndings and follow up thereon.
included in the Boards Report in terms of 12. Reviewing the ndings of any internal investigations
section 134(3)(c) of the Act; by the internal auditors into matters where there

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is suspected fraud or irregularity or a failure of c. To ensure that the existence of vigil


internal control systems of a material nature and mechanism is appropriately communicated
reporting the matter to the Board. within the Company and also made available
on Companys website.
13. Discussion with the statutory auditors before the
audit commences, about the nature and scope of d. To oversee the functioning of vigil mechanism
audit as well as post-audit discussion to ascertain and decide on the matters reported
any area of concern. thereunder.

14. To look into the reasons for substantial defaults e. To ensure that the interests of a person who
in payment to the depositors, debenture holders, uses such a mechanism are not prejudicially
shareholders (in case of non-payment of declared aected on account of such use.
dividends) and creditors, if any.
The Committee met 8 (Eight) times during the period
15. Approval of appointment of CFO aer assessing from April 1, 2015 to March 31, 2016 viz. on April 13,
the qualications, experience and background, etc. 2015, April 30, 2015, July 10, 2015, August 5, 2015,
of the candidate. October 7, 2015, November 4, 2015, January 7, 2016 and
January 30, 2016. The attendance record of Members at
16. Approval of all transactions with related parties and
the meetings of the Committee is as under:
any subsequent modication of such transactions.
Names of the Members No. of Audit Committee Meetings
17. Scrutiny of inter-corporate loans and investments.
Held Attended
18. Valuation of undertakings or assets of the Mr. Nikhil Khattau 8 8
Company, wherever it is necessary. (Independent Director)
19. Reviewing mandatorily the following information: Mr. B. S. Nagesh 8 7
(Independent Director)
a. Management discussion and analysis of
Ms. Hema Ravichandar 8 8
nancial condition and results of operations.
(Independent Director)
b. Statement of signicant related party Mr. Rajen Mariwala (Non 8 8
transactions, submitted by Management. Executive Director)

c. Management letters / letters of internal


IV. CORPORATE GOVERNANCE COMMITTEE
control weaknesses issued by the statutory
(NOMINATION & REMUNERATION COMMITTEE)
auditors.

d. Internal audit reports relating to internal Constitution:


control weaknesses; and
The Board of Directors at its meeting held on October
e. The appointment, removal and terms of 25, 2005, renamed the Remuneration Committee as
remuneration of the internal auditor. the Corporate Governance Committee. In terms of the
applicable provisions of the Act and provisions of the
20. Vigil Mechanism:
erstwhile Listing Agreement, the Board of Directors
a. To ensure establishment of vigil mechanism revised the terms of reference of the Corporate
for its Directors and employees to report Governance Committee on November 7, 2014. The
genuine concerns. Committee acts as the Nomination and Remuneration
Committee of the Board.
b. To provide for adequate safeguards against
victimization of persons who use such The Corporate Governance Committee was last
mechanism and make provision for direct re-constituted by the Board of Directors on April 30, 2014
access to the Chairman of the Audit Committee and now comprises the following Members:
in appropriate or exceptional cases.

121
Making a dierence for 25 years

Name of the Members Designation To design for Board Retreat and Board Eectiveness;
Ms. Hema Ravichandar Chairperson (Independent Director) To administer Long Term Incentive Schemes such as
Mr. Anand Kripalu Member (Independent Director) Employee Stock Option Plan(s) (including Schemes
Mr. B. S. Nagesh Member (Independent Director) notied thereunder) and Stock Appreciation Rights
Mr. Rajeev Bakshi Member (Independent Director)
Plan(s) (including Schemes notied thereunder)
and such other employee benet schemes/ plans
Mr. Ashutosh Telang Secretary to the Committee (Chief
as the Board may approve from time to time.
Human Resources Ocer)
Mr. Harsh Mariwala Permanent Invitee (Chairman & Non The Corporate Governance Committee met 5 (Five) times
Executive Director) during the period from April 1, 2015 to March 31, 2016
viz: on April 30, 2015, August 5, 2015, November 4, 2015,
Mr. Saugata Gupta Permanent Invitee (Managing Director
January 29, 2016 and March 30, 2016. The attendance
& CEO)
record of the Members at the meetings of the Committee
The terms of reference of the Committee, inter-alia, is as under:
includes the following:
Name of the Members No. of Corporate Governance
To formulate criteria for qualications, positive Committee Meetings
attributes and independence of Directors, Key Held Attended
Managerial Personnel & Senior Management
Ms. Hema Ravichandar 5 5
(i.e. top Management team one level below the
(Independent Director)
Executive Director including Functional Heads i.e.
presently the Executive Committee Members); Mr. Anand Kripalu 5 4
(Independent Director)
To identify the candidates who are qualied to be
appointed as Director, Key Managerial Personnel Mr. B. S. Nagesh 5 4
and Senior Management and recommend to the (Independent Director)
Board their appointment and removal; Mr. Rajeev Bakshi 5 5
(Independent Director)
To decide whether to continue or extend the term
of appointment of Independent Director, on the
basis of the report of performance evaluation of Details of Remuneration of Non-Executive Directors
Independent Directors. for the Financial Year ended March 31, 2016
The Remuneration of Non-Executive Directors (excluding
To recommend to the Board a policy relating to
Non-Executive Chairman) for the Financial Year 2015-16
the remuneration of the Director, Key Managerial
is as under:
Personnel and Senior Management;
Name Remuneration* Sitting Fees
To approve the remuneration (including revisions
thereto) of the Director, Key Managerial Personnel (R per annum) (R)
and Senior Management; Mr. Anand Kripalu 16,00,000 1,80,000
(Independent Director)
To formulate criteria for evaluation of Directors,
Board and its Committees and Chairpersons; Mr. Atul Choksey 16,00,000 1,80,000
(Independent Director)
To devise a policy on Board Diversity;
Mr. B. S. Nagesh 16,00,000 3,60,000
To devise a succession plan for the Board, Key (Independent Director)
Managerial Personnel & Senior Management;
Ms. Hema Ravichandar 17,00,000 4,00,000
To carry out the evaluation of every Directors (Independent Director)
performance; Mr. Nikhil Khattau 17,00,000 3,00,000
To participate in the review of vigilance mechanism (Independent Director)
conducted by the Audit Committee of the Board;

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Name Remuneration* Sitting Fees POLICY ON NOMINATION, REMOVAL, REMUNERATION


AND BOARD DIVERSITY
(R per annum) (R)
Pursuant to the requirements of Section 178 of the Act and
Mr. Rajeev Bakshi 16,00,000 2,60,000
corresponding provisions contained in Regulation 17 of the
(Independent Director)
SEBI Regulations, the Corporate Governance Committee
Mr. Rajen Mariwala (Non 16,00,000 3,80,000 at its meeting held on February 21, 2015, approved
Executive Director) the policy on Nomination, Removal, Remuneration
and Board Diversity (NR Policy). The NR Policy covers
* The amount taken is on payable basis.
the following aspects:
The remuneration of Mr. Harsh Mariwala, Non-Executive
 Appointment and removal of Directors, Key
Director & Chairman, for the nancial year 2015 -16 is as
Managerial Personnel and employees in Senior
under:
Management;
Remuneration for FY 2015-16 As Chairman of Total Sitting Fees
CSR Committee* Remuneration (r)  Remuneration payable to the Directors, Key
Fixed$ Variable* (r per annum) (r per annum) Managerial Personnel and employees in Senior
(r per annum) (r per annum) Management;
3,30,00,000 2,20,00,000 1,00,000 5,51,00,000 2,00,000
 Board Diversity;
$ Paid on a monthly basis
 Succession plan for Directors, Key Managerial
* The amount taken is on payable basis. Personnel and employees in Senior Management
The remuneration* paid to Mr. Saugata Gupta, Managing and;
Director and CEO, for the nancial year 2015-16 is as under:  Evaluation of individual Directors, Chairperson
of the Board, the Board as a whole and the
Salary & Annual Performance Contribution to Provident Committees of the Board.
Perquisite Incentive* & Pension Funds
The Corporate Governance Committee shall review the NR
(r) (r) (r)
Policy once in every two years (unless required earlier) for
68,625,976 12,004,501 1,558,344
making suitable amendments for better implementation
* The amount taken is on payable basis. of the Policy.

Shareholding of Non-Executive Directors: Remuneration Philosophy:


Name of the Non-Executive Directors No. of Shares held Remuneration to Executive Director
(As on March 31, The Companys Board presently consists of only one
2016) Executive Director viz: Mr. Saugata Gupta, Managing
Mr. Harsh Mariwala 1,99,09,200 Director & Chief Executive Ocer (MD & CEO). The
Mr. Anand Kripalu 0 Corporate Governance Committee comprising of Non-
Executive Independent Directors recommends to the
Mr. Atul Choksey 36,336
Board the remuneration payable to the MD & CEO
Mr. B.S. Nagesh 0 within the overall limit approved by the Members of the
Ms. Hema Ravichandar 0 Company.
Mr. Nikhil Khattau 0 The remuneration to the MD & CEO comprises two broad
Mr. Rajeev Bakshi 0 terms Fixed Remuneration and Variable Remuneration
Mr. Rajen Mariwala 68,86,400 in the form of performance incentive. The performance
incentive is based on the NR Policy of the Company.
Total 2,68,31,936
Additionally, the MD & CEO is entitled to employee stock

123
Making a dierence for 25 years

options granted under Employee Stock Option Scheme(s) Particulars Remuneration*


and stock appreciation rights granted under Stock 1. Fixed Remuneration R 16,00,000 per annum per
Appreciation Rights Plan of the Company (STAR Plan) & Director for the whole years
Schemes notied thereunder. The MD & CEO is not paid directorship
sitting fees for any of the meetings attended by him
2. Additional Remuneration R 1,00,000 per annum to
Annual revisions in the remuneration are within the to Chairpersons of Audit Chairperson of each Committee
limits approved by the Members and are based on Committee, Corporate stated herein
the recommendations by the Corporate Governance Governance Committee
Committee. and Corporate Social
Responsibility Committee
Remuneration to Non-Executive Directors
3. Sitting Fees:
The Non-Executive Directors add substantial value a) For Board Meetings R 20,000 per meeting attended
to the Company through their contribution to the (either physically or through
Management of the Company and thereby they video conferencing)
safeguard the interests of the investors at large by
b) For meetings of R 20,000 per meeting attended
playing an appropriate control role. Non-Executive
following Committees of (either physically or through
Directors bring in their vast experience and expertise
the Board: video conferencing)
to bear on the deliberations of the Marico Board and
its Committees. Although the Non-Executive Directors -Audit Committee
would contribute to Marico in several ways, including o- -Corporate Governance
line deliberations with the Managing Director, the bulk Committee
of their measurable inputs comes in the form of their -Shareholders Committee
contribution at Board/Committee meetings. - Corporate Social
Marico therefore has a structure for remuneration to Responsibility Committee
Non-Executive Directors, based on certain nancial - Separate Meeting of
parameters like the performance of the Company, Independent Directors**
its market capitalization, etc., industry benchmarks, * Applicable for nancial years 2014-15 and 2015-16.
role of the Director and such other relevant factors. ** Approved on April 30, 2015.
Non-Executive Directors shall not be entitled to any
stock option or stock appreciation rights of the Company. Remuneration to Chairman & Non Executive
Director:
The Members of the Company at their last Annual General
Mr. Harsh Mariwala had stepped down as the Managing
Meeting held on August 5, 2015 granted an approval for
Director on March 25, 2014 and made way for Mr. Saugata
payment of remuneration to Non-Executive Directors for
Gupta who had succeeded him in the previous nancial
a period of ve years up to a limit not exceeding 3% of
year, i.e. 2014-15. Mr. Mariwala however, has continued
the net prots of the Company calculated in accordance
to be the Non-Executive Chairman of the Company since
with the provisions of the Act, with a liberty to the
then. The Chairman of the Board continues to foster
Board of Directors to decide the mode, the quantum,
and promote the integrity of the Board while nurturing
the recipients and the frequency of payment of such
an environment so as to ensure harmony amongst the
remuneration within the said limit.
Directors for the long term benet of all its stakeholders.
The Board of Directors had xed the following The Chairman is entrusted with the responsibility of
remuneration payable to the Non-Executive Directors of ensuring eective governance in the Company and
the Company (except for the Non-Executive Chairman) continues to play an important role in guiding the
based on the recommendation of the Corporate Managing Director & CEO and the Top Management team
Governance Committee on November 7, 2014: for strategic business planning, leadership development,

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corporate social responsibility, image building, Board The Board then evaluated the performance of the
eectiveness and sustainable protable growth of the Chairman of the Board, the Board as a whole and
Company. The Chairman presides over the meetings of its individual Committees.
the Board and of the shareholders of the Company. The
Chairman is also a Member of various Committees such  On completion of the above process, feedback was
as Investment and Borrowing Committee, Securities Issue shared with each Director at the Board Meeting
Committee, Share Transfer Committee and chairs the Risk held subsequently on April 29, 2016.
Management Committee. The Chairman of the Board is
 The Directors were satised with the evaluation
entitled to a remuneration which is commensurate with
process and have expressed their satisfaction with
his engagement beyond the Board meetings and based
the evaluation process.
on industry benchmarks.
The Board evaluation exercise during the year under
The remuneration payable to all Non-Executive Directors
review has resulted in the Board identifying three focus
including the Chairman does not exceed the overall limit
areas for it to work upon in the coming years:
of 3% of the net prots of the Company calculated in
accordance with the provisions of the Act, as approved 1. Intensifying its eorts in guiding the organization
by the Members. to get future ready, especially in identifying new
growth drivers;
PERFORMANCE EVALUATION
2. Renewed focus and time commitment for mentoring
Your Board is committed to assessing its own performance
the Senior Management, setting them up for
as a Board in order to identify its strengths and areas in
success in the ever changing macro environment;
which it may improve its functioning. Towards this end,
and
the Corporate Governance Committee in the NR Policy
had laid down criteria and processes for performance 3. Revisiting the Board composition with an eye on
evaluation of individual Directors, Chairperson of the future trends especially in the digital era.
Board, the Board as a whole and the Committees of the
The Board is also Committed to review the progress on
Board.
these priorities during the annual Board Retreats held
A structured questionnaire was prepared aer taking once a year.
into consideration inputs received from the Directors,
covering various aspects of the Boards functioning DIRECTOR FAMILIARISATION PROGRAM
such as adequacy of the composition of the Board and
The Company had designed a Director Familiarisation
its Committees, Members strengths and contribution,
Program which is imparted at the time of appointment
execution and performance of specic duties, obligations
of the Director on Board as well as annually. The
and governance.
Program aims to provide insights into the Company
The annual performance evaluation was organised by to enable the Directors to understand its business in
the Chairperson of the Corporate Governance Committee depth, to acclimatise them with the processes, business
along with the Chairman of the Company in the following and functionaries of the Company and to assist them
manner based on the feedback received from all the in performing their role as Directors of the Company.
Directors: Apart from review of matters as required by the Charter,
the Board also discusses various business strategies
 A meeting of the Corporate Governance Committee
periodically. This deepens the Directors understanding
was rst held to conduct evaluation of all Directors.
and appreciation of Companys business and thrust areas.
 Such meeting was followed by a meeting of the On the new trends and regulations, the Management also
Independent Directors wherein performance of organises presentations by experts.
Non Independent Directors, Chairman of the Board
The Policy of conducting the Familiarisation Program has
and of the entire Board was evaluated.
been disclosed on the website of the Company at http://
 The entire Board met to discuss the ndings of marico.com/india/investors/documentation/corporate-
the evaluation with the Independent Directors. governance.

125
Making a dierence for 25 years

V. STAKEHOLDERS RELATIONSHIP COMMITTEE Status Report of Investor Complaints for the year
ended March 31, 2016
Constitution:
The Shareholders Committee was constituted by the No. of Complaints Received - 101
Board of Directors at its meeting held on October 23, No. of Complaints Resolved - 101
2001. The Shareholders Committee was reconstituted as No. of Complaints Pending - 0
Stakeholders Relationship Committee on April 30, 2014
to meet the requirements of the Act. All valid requests for share transfer received during
the year have been acted upon and no such transfer is
The Stakeholders Relationship Committee comprises pending.
following Members:
VI. CORPORATE SOCIAL RESPONSIBILITY
Name of the Members Designation COMMITTEE
Mr. Nikhil Khattau Chairman (Independent Director) Pursuant to Section 135 of the Act, the Board of
Mr. Rajen Mariwala Member (Non Executive Director) Directors of the Company constituted a Corporate
Mr. Surender Sharma* Secretary to the Committee (Head Social Responsibility Committee on January 31,
Legal International Business and 2014. The Committee was last reconstituted on
Company Secretary ) April 29, 2016. Pursuant to the said reconstitution,
Mr. Atul Choksey was appointed as the Chairman in place
*Ms. Hemangi Ghag until April 28, 2016
of Mr. Harsh Mariwala, who would continue as the Member
The terms of reference of the Stakeholders Relationship upon cessation of Chairmanship. Further, Mr. Saugata
Committee are to specically look into the redressal of Gupta and Mr. Rajeev Bakshi were inducted as Members
stakeholders complaints relating to transfer of shares, of the Committee. Accordingly, the Committee comprises
non-receipt of annual report, non-receipt of dividends following Members:
declared, etc.
Name of the Members Designation
The Stakeholders Committee met once during the period Mr. Atul Choksey Chairman (Independent Director)
from April 1, 2015 to March 31, 2016 viz: on March 30,
Mr. Harsh Mariwala Member (Chairman & Non Executive
2016. The attendance record of the Members at the
Director)
meeting of the Committee is as under:
Mr. Saugata Gupta Member (Managing Director & CEO)
Name of the Members No. of Stakeholders Mr. Rajeev Bakshi Member (Independent Director)
Committee Meeting(s)
Mr. Rajen Mariwala Member (Independent Director)
Held Attended
Ms. Priya Kapadia Secretary to the Committee (Head -
Mr. Nikhil Khattau 1 1 Marico Innovation Foundation)
(Independent Director)
Mr. Rajen Mariwala 1 1 The terms of reference of the Committee, inter-alia, include:
(Non Executive Director)
 To formulate and approve revisions to the CSR
Policy and recommend the same to the Board for
Name and Designation of Compliance Ocer: its approval.
Mr. Surender Sharma has been appointed as the Company
 To recommend the annual CSR expenditure budget
Secretary and Compliance Ocer w.e.f April 29, 2016.
to the Board for approval.
Ms. Hemangi Ghag was the Company Secretary &
Compliance Ocer until April 28, 2016.  To approve unbudgeted CSR expenditure involving
an annual outlay of Rs. 1 Crore and get such spends
ratied by the Board of Directors.
 To nominate Members of the CSR Team and advise
the team for eective implementation of the CSR
programs.

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 To establish monitoring mechanisms to track each VII. RISK MANAGEMENT COMMITTEE


CSR project and review the same on a half yearly In line with the requirements of Regulation 21 of the SEBI
basis or at such intervals as the Committee may Regulations, the Board of Directors at its meeting held
deem t. on November 7, 2014, constituted the Risk Management
 To undertake wherever appropriate benchmarking Committee comprising the following Members:
exercises with other corporates to reassure itself of Name of the Member Designation
the eectiveness of the Companys CSR spends.
Mr. Harsh Mariwala Chairman (Chairman &
a. CSR Spent Tracking the Actual spends Non-Executive Director)
against the Budgeted spends for the year; Mr. Saugata Gupta Member (Managing Director & CEO)
b. Progress Report highlighting impact of CSR Mr. Vivek Karve Member & Secretary to the
programs undertaken; Committee (Chief Financial Ocer)
Other Members of the Top Permanent Invitees
c. Report on feedback obtained, if any, from the
Leadership Team
beneciaries on the CSR programmes; and

d. Outcome of social audit, if any, conducted The primary responsibility of the Committee is to
with regards to the CSR programmes. assist the Board in monitoring and reviewing the risk
management plan and implementation of the risk
 To review the adequacy of the CSR Charter at
management framework of the Company. The terms of
such intervals as the Committee may deem t and
reference of the Committee, inter-alia, include:
recommendation, if any, shall be made to the Board
to update the same from time to time.  Framing and monitoring the risk management plan
for the Company:
 To carry out any other function as delegated by
the Board from time to time and/or enforced by any Reviewing the Companys risk management
statutory notication, amendment or modication policies from time to time and approve and
as may be applicable or as may be necessary or recommend the same to the Board for its
appropriate for the performance of its duties. approval.
 To approve the disclosures which would form part Be aware and concur with the Companys risk
of the Annual Report, and published on website of appetite, including risk levels, if any, set for
the Company. nancial and operational risks.

The Corporate Social Responsibility (CSR) Committee met Ensure that the Company is taking appropriate
twice during the period from April 1, 2015 to March 31, 2016 measures to achieve prudent balance
viz: on April 13, 2015 and October 27, 2015. The attendance between risk and reward in both ongoing and
record of Directors at the meetings of the Members is as new business activities.
under: Being apprised of signicant risk exposures
Names of Directors No. of Corporate of the Company and whether Management is
Social Responsibility responding appropriately to them in a timely
Committee Meeting(s) manner.
Held Attended  Implementation of Risk Management Systems and
Mr. Harsh Mariwala (Chairman & Non 2 2 Framework.
Executive Director)
 Risk Assessment and Mitigation Procedures:
Mr. Rajen Mariwala (Non Executive 2 2
Director) Calendar for reviews of existing risks of every
Mr. Atul Choksey (Independent 2 2 function with the objective to refresh the
Director) prioritized risks.

127
Making a dierence for 25 years

Review the top prioritized risks of every The terms of reference of the Administrative Committee
function at dened periodicity. are to consider and dispose of any day-to-day matters,
with a view to ensure smooth operation and timely action/
Refresh at dened intervals the top risks at
compliances. The Committee meets at frequent intervals
the group level so that the Board can refresh
and transacts matters which are of routine but urgent in
the risk review calendar.
nature without having to wait for the next Board meeting
Ensure review of top risks at group level by or resorting to passing of resolutions by circulation.
the Board as per the agreed calendar.
The Administrative Committee met 17 (Seventeen) times
The Risk Management Committee met once during the during the period from April 1, 2015 to March 31, 2016
period from April 1, 2015 to March 31, 2016 viz: on June viz: on April 13, 2015, May 8, 2015, June 3, 2015, July 2,
30, 2015. The attendance record of Directors at the 2015, August 11, 2015, September 2, 2015, October 1,
meeting of the Members is as under: 2015, October 29, 2015, October 30, 2015, November 4,
2015, November 19, 2015, December 17, 2015, January
30, 2016, February 15, 2016, March 4, 2016, March 10,
Name of the Members No. of Risk Management 2016 and March 15, 2016. The attendance record of the
Committee Meeting(s) Members at the meetings of the Committee is as under:
Held Attended
Name of the Members No. of Administrative
Mr. Harsh Mariwala (Chairman & 1 1
Committee Meeting(s)
Non-Executive Director)
Held Attended
Mr. Saugata Gupta (Managing 1 1
Director & CEO Mr. Saugata Gupta 17 10
(Managing Director & CEO)

VIII. OTHER COMMITTEES Mr. Rajen Mariwala (Non - 17 13


Executive Director)
ADMINISTRATIVE COMMITTEE
Mr. Vivek Karve 17 17
Constitution: (Chief Financial Ocer)
The Administrative Committee was constituted by the Mr. Pawan Agrawal 17 17
Board of Directors at its meeting held on April 27, 1998 (Head - Finance, Marico Limited)
and was last reconstituted on April 30, 2014. Mr. Ravin Mody 17 16
(Head - Treasury, IR and M&A)
The Administrative Committee comprises the following
Members: INVESTMENT AND BORROWING COMMITTEE

Name of the Members Designation Constitution:


Mr. Saugata Gupta Member (Managing Director & CEO) The Investment and Borrowing Committee was
constituted by the Board of Directors at its meeting
Mr. Rajen Mariwala Member (Non - Executive Director)
held on June 30, 1998 and was last reconstituted on
Mr. Vivek Karve Member (Chief Financial Ocer)
November 07, 2014.
Mr. Pawan Agrawal Member (Head - Finance, Marico
Limited) The Investment and Borrowing Committee now comprises
the following Members:
Mr. Ravin Mody Member (Head - Treasury, IR and M&A)
Mr. Surender Sharma* Secretary to the Committee (Head
Legal- International Business and
Company Secretary)
*Ms. Hemangi Ghag until April 28, 2016

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Name of the Members Designation SECURITIES ISSUE COMMITTEE


Mr. Harsh Mariwala Member (Chairman & Non Executive Constitution:
Director)
The Securities Issue Committee was constituted by the
Mr. Saugata Gupta Member (Managing Director & CEO) Board of Directors on April 20, 2006 and was reconstituted
Mr. Rajen Mariwala Member (Non Executive Director) on November 07, 2014.
Mr. Surender Sharma* Secretary to the Committee (Head The Securities Issue Committee comprises the following
Legal- International Business and Members:
Company Secretary)
Name of the Members Designation
Mr. Vivek Karve Permanent Invitee (Chief Financial
Ocer) Mr. Harsh Mariwala Member (Chairman & Non Executive
Director)
*Ms. Hemangi Ghag until April 28, 2016
Mr. Nikhil Khattau Member (Independent Director)
The terms of reference of the Investment and Borrowing Mr. Saugata Gupta Member (Mangaging Director & CEO)
Committee includes investment in trade instruments, Mr. Rajen Mariwala Member (Non Executive Director)
borrowing /lending monies, extending guarantee/ security Mr. Vivek Karve Permanent Invitee (Chief Financial
with a view to ensure smooth operation and timely action. Ocer)
Such investment, loan, borrowing, guarantees/ security
Mr. Surender Sharma* Secretary to the Committee (Head Legal-
transactions are undertaken by the Committee within the
International Business and Company
monetary ceiling limits approved by the Board of Directors Secretary)
from time to time. The Committee is also entrusted
with powers relating to certain preliminary matters in *Ms. Hemangi Ghag until April 28, 2016

connection with any acquisition/takeover opportunity The terms of reference of the Securities Issue Committee
that the Company may explore. The Committee meets relates to overseeing all matters pertaining to issue of
at frequent intervals and disposes matters which are of securities, other matters incidental to the issue and all
routine but urgent in nature without having to wait for such acts/ powers as may be entrusted to it by the Board
the next Board meeting or resorting to passing of circular from time to time.
resolutions.
There were no meetings of the Securities Issue Committee
The Investment and Borrowing Committee met 7 (Seven) during the period from April 1, 2015 to March 31, 2016.
times during the period from April 1, 2015 to March 31,
2016 viz: on July 2, 2015, August 17, 2015, September 7, SHARE TRANSFER COMMITTEE
2015, September 24, 2015, November 4, 2015, December Constitution:
17, 2015 and January 7, 2016. The attendance record The Share Transfer Committee was constituted by the
of the Members at the meetings of the Committee is as Board of Directors at its meeting held on April 16, 1990
under: and was reconstituted on November 07, 2014.

Name of the Members No. of Investment and The Share Transfer Committee comprises the following
Borrowing Committee Members:
Meeting(s)
Held Attended

Mr. Harsh Mariwala(Chairman & 7 7


Non Executive Director)
Mr. Saugata Gupta (Managing 7 7
Director & CEO)
Mr. Rajen Mariwala (Non 7 7
Executive Director)

129
Making a dierence for 25 years

Name of the Members Designation IX. GENERAL BODY MEETINGS


Mr. Harsh Mariwala Member (Chairman & Non Executive (a) & (b): Details of the last three Annual General Meetings
Director)
Year Venue Date Time Nature Of Special
Mr. Saugata Gupta Member (Managing Director & CEO) Resolutions Passed
2013 Indian Education Society August 12, 9.00 1. Amendment to Article of
Mr. Nikhil Khattau Member (Independent Director) (IES), Manik Sabhagriha, 2013 a.m. Association of the Company
Vishwakarma, M. D.
Mr. Rajen Mariwala Member (Non Executive Director) Lotlikar Vidya Sankul, Opp.
Lilavati Hospital, Bandra
Mr. Surender Sharma* Secretary to the Committee (Head Reclamation, Bandra
(West), Mumbai - 400 050
Legal- International Business and
2014 Indian Education Society July 30, 10.00 1. Appointment of following persons
Company Secretary) (IES), Manik Sabhagriha, 2014 a.m. as Independent Directors of the
Vishwakarma, M. D. Company to hold oce for a term of
Mr. Vivek Karve Permanent Invitee (Chief Financial
Lotlikar Vidya Sankul, Opp. ve consecutive years ending March
Ocer) Lilavati Hospital, Bandra 31, 2019:
Reclamation, Bandra
Mr. Nikhil Khattau
*Ms. Hemangi Ghag until April 28, 2016 (West), Mumbai - 400 050
Mr. Rajeev Bakshi
Mr. Atul Choksey
The terms of reference of the Share Transfer Committee
Ms. Hema Ravichandar
includes approval of transfer and transmission of shares
Mr. B.S.Nagesh
and approval of sub-division, consolidation and issuance Mr. Anand Kripalu
of new/duplicate share certicates, whenever requested 2. Appointment of Mr. Saugata
for by the shareholders of the Company. Gupta as the Managing Director of
the Company for a period of 5 years
ending March 31, 2019.
The Share Transfer Committee met 7 (Seven) times during 3. Structuring and implementation
the period from April 1, 2015 to March 31, 2016 viz: on of Marico MD & CEO Stock Options
Plan 2014 (Marico MD-CEO
April 30, 2015, July 2, 2015, September 3, 2015, October ESOP 2014).
26, 2015, December 30, 2015, February 8, 2015 and 4. Increase in the Borrowing powers
March 18, 2016. The attendance record of the Members of the Company.
5. Issue and oer of Non-Convertible
at the meetings of the Committee is as under: Debentures.
6. Ratication of remuneration
payable to the Cost Auditors of
Name of the Members No. of Share Transfer the Company for the nancial year
Committee Meeting(s) ending March 31, 2015.
2015 National Stock Exchange August 5, 9.00 1. Ratication of remuneration
Held Attended of India Ltd, Gr. Floor Dr. 2015 a.m. payable to Cost Auditors of the
R. H. Patil Auditorium, Company for the nancial year
Mr. Harsh Mariwala (Chairman & 7 6 Exchange Plaza, G-Block, ended 31st March, 2016.
Plot No. C1, Bandra Kurla
2. Adoption of new set of Articles
Non Executive Director) Complex, Bandra (East),
of Association incorporating the
Mumbai 400051
provisions of the Companies Act,
Mr. Saugata Gupta (Managing 7 6
2013 & Rules made thereunder.
Director & CEO) 3. Payment of remuneration to Non-
Executive Directors not exceeding
Mr. Nikhil Khattau (Independent 7 3 3% of the Net Prots of the
Director) Company for any nancial year.
4. Approval of Marico Employee
Mr. Rajen Mariwala (Non 7 7 Stock Appreciation Rights Plan,
2011 for the employees of the
Executive Director) Company.
5. Approval of Marico Employee
Stock Appreciation Rights Plan,
2011 for the employees of the
subsidiary company (ies) of the
Company.
6. Authority to the Employee
Welfare Trust for Secondary
Acquisition for implementation
of the Marico Employee Stock
Appreciation Rights Plan, 2011.
7. Approval for making provision
of money by the Company to
the Employee Welfare Trust for
purchase of the shares of the
Company for the implementation of
Marico Employee Stock Appreciation
Rights Plan, 2011.

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STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

(c) Resolutions passed through postal ballot & report to the Chairman, aer completion of the
details of voting pattern: scrutiny and the results of voting by Postal Ballot
During the year, two Special Resolutions were passed by were then announced by the Managing Director
the Shareholders of the Company through postal ballot & CEO of the Company. The voting results were
viz: sent to the Stock Exchanges and displayed on the
Companys website. The date of declaration of the
(i) Reclassication of the authorised share capital results by the Company is deemed to be the date of
and consequent alteration of Clause V of the passing of the resolutions.
Memorandum of Association of the Company; and
X. DISCLOSURES
(ii) Capitalisation of securities premium and free
There has not been any non-compliance, penalties
reserves of the Company for issuance of Bonus
or strictures imposed on the Company by the Stock
shares in the ratio of one new equity share for
Exchanges, SEBI or any other statutory authority, on
every equity share held by the Member.
any matter relating to the capital markets during the last
Details of the voting pattern are as under: three years.

The Company has a well-dened vigil mechanism


Description of Votes in favour of the Votes against the
Resolution Resolution resolution embedded in the Unied Code of Conduct and it is fully
No. of Votes % of Votes in No. of % of Valid
implemented by the Management.
favour Votes Votes
against No personnel have been denied access to the Audit
Reclassication of 51,01,64,244 99.9996 1,863 0.0004 Committee.
the authorised share
capital and consequent Compliance with mandatory and non-mandatory
alteration of Clause V
of the Memorandum requirements under applicable regulations of the
of Association of the
Company
SEBI Regulations
Capitalisation of 51,01,64,564 99.9995 2,602 0.0005 The Company has complied with mandatory requirements
securities premium under applicable regulations of the SEBI Regulations
and free reserves for
issue of Bonus share which came into eect from December 1, 2015 requiring
in the ratio of one new it to obtain a certicate from either the Auditors or
equity shares for every
equity share held by Practising Company Secretaries regarding compliance of
the Members
conditions of Corporate Governance as stipulated in this
(d) The Company appointed Mr. Makarand Joshi of clause and annex the certicate to the Boards Report,
M/s. Makarand Joshi & Co., Practising Company which is sent annually to all the shareholders of the
Secretaries, as the Scrutinizer for conducting the Company. We have obtained a certicate to this eect
Postal Ballot process in a fair and transparent from the statutory auditors and the same is given as an
manner. annexure to the Boards Report.

(e) During the conduct of the postal ballot, the The clause further states that the non-mandatory
Company had in terms of Clause 35B of the requirements adopted by the Company be specically
Listing Agreement provided e-voting facility to highlighted in the Annual Report. Accordingly, Company
its shareholders to cast their votes electronically has complied with the following non-mandatory
through the CDSL e-voting platform. Postal ballot requirements:
forms and business reply envelopes were sent to
The oce of Chairman and Managing Director &
shareholders to enable them to cast their vote
CEO is held by distinct individuals.
in writing on the postal ballot. The Company also
published a notice in the newspaper declaring The internal auditors of the Company directly
the details of completion of dispatch and other report to the Audit Committee of the Board of
requirements as mandated under the Act and Directors.
applicable Rules. The scrutinizer submitted his

131
Making a dierence for 25 years

VIGIL MECHANISM XIV. GENERAL SHAREHOLDER INFORMATION


The vigil mechanism has been explained in detail in the Details of Directors seeking reappointment at the
Boards Report. forthcoming Annual General Meeting:

XI. MATERIAL RELATED PARTY TRANSACTIONS Prole of Mr. Rajen Mariwala


There were no material related party transactions entered
Mr. Rajen Mariwala has done his Masters in Chemical Engineering
into by the Company during the nancial year 2015-16.
from Cornell University, USA. He is currently the Managing Director
XII. WEBLINK of Eternis Fine Chemicals Limited, formerly known as Hindustan
Polyamides & Fibers Limited, a leading exporter of specialty
A. Web link of Policy for determining material chemicals specically chemicals for fragrances and personal care
subsidiaries & products. He brings with him a rich experience of over 18 years in
B. Web link of Policy on dealing with related party leading a competitive global business in specialty chemicals.
transactions is: http://marico.com/india/investors/ He has been on the Board of Directors of Marico Limited since
documentation/corporate-governance July 26, 2005 and the details of his shareholdings in the Company
have been disclosed earlier in this Report.
XIII. MEANS OF COMMUNICATION Following are the Directorship/Membership details of Mr. Rajen
Quarterly and Annual Financial results for Marico Limited Mariwala:
as also consolidated nancial results for the Marico Group Directorship in other Companies Membership / Chairmanship
are published in an English nancial daily (Free Press of Board Committees in
Journal) and a vernacular newspaper (Navshakti). The other Companies
Company also sends the same through email updates to
Kaya Limited Nil
the shareholders who have registered their email address
Patspin India Limited
with the Company.
Eternis Fine Chemicals Limited
All ocial news releases and nancial results are (formerly known as Hindustan
communicated by the Company through its corporate Polyamides & Fibres Limited)
website - www.marico.com. Presentations made to Arctic Investment & Trading
Institutional Investors/Analysts at Investor Meets Company Private Limited
organized by the Company are also hosted on the website Scientic Precision Private Limited
for wider dissemination.
Rajanjali Estates Private Limited
The Quarterly Results, Shareholding Pattern and all Mariwala Estates Private Limited
other corporate communication to the Stock Exchanges
are led through NSE Electronic Application Processing
Annual General Meeting
System (NEAPS) and BSE Listing Centre, for dissemination
on their respective websites. Date : Friday, August 5, 2016

The Management Discussion and Analysis Report forms Time : 9.00 a.m.
part of the Annual Report. Venue : National Stock Exchange of India Ltd
Gr. Floor Dr. R H Patil Auditorium
Exchange Plaza, G Block,
Plot No.C1,Bandra Kurla Complex,
Bandra East, Mumbai 400 051
Book Closure dates : Saturday, July 30, 2016 to Friday,
August 5, 2016, both days inclusive

Interim Dividends : December 1, 2015 (1st Interim


Payment Date Dividend), February 29, 2016
(2nd Interim Dividend), March 30,
2016 (3rd Interim Dividend)

132 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Financial calendar with the schedule given below. Shareholders who have not
Financial Year : April 1 - March 31 encashed their dividend warrants relating to the dividend
specied in table below are requested to immediately send
For the year ended March 31, 2016, results were their request for issue of duplicate warrants. Once unclaimed
announced on dividend is transferred to the IEPF, no claim shall lie in respect
First quarter : August 5, 2015 thereof with the Company.

Half year : November 4, 2015 Financial Type of Rate Date of Due Date for
Year Dividend (%) Declaration transfer to IEPF
Third quarter : January 30, 2016
2009-10 1st Interim 30 28/10/2009 03/12/2016
Annual : April 29, 2016 Dividend
2nd Interim 36 28/04/2010 03/06/2017
Tentative Schedule for declaration of nancial results Dividend
during the nancial year 2016-17 2010-11 1st Interim 30 26/10/2010 01/12/2017
First quarter : August 5, 2016 Dividend

Half year : October 28, 2016 2nd Interim 36 02/05/2011 07/06/2018


Dividend
Third quarter : January 30, 2017 2011-12 1st Interim 30 04/11/2011 10/12/2018
Annual : April 28, 2017 Dividend
2nd Interim 40 03/05/2012 08/06/2019
Listing Details Dividend
Name of Stock Exchange Stock/ Scrip Code 2012-13 1st Interim 50 02/11/2012 07/12/2019
Dividend
BSE Limited : 531642
2nd Interim 50 30/04/2013 05/06/2020
Phiroze Jeejeebhoy Towers,
Dividend
Dalal Street, Mumbai 400 001
2013-14 1st Interim 75 29/10/2013 04/12/2020
The National Stock Exchange : MARICO Dividend
of India Limited (NSE) 2nd Interim 100 31/01/2014 08/03/2021
Exchange Plaza, Dividend
Bandra Kurla Complex,
3rd Interim 175 25/03/2014 30/04/2021
Mumbai 400 051 Dividend
ISIN : INE 196A01026 2014-15 1st Interim 100 07/11/2014 13/12/2021
Dividend
Company Identication
2nd Interim 150 03/02/2015 11/03/2022
Number (CIN) : L15140MH1988PLC049208
Dividend
The Company hereby conrms that it has made the 2015-16 1st Interim 175 04/11/2015 10/12/2022
payment of Annual Listing Fees for the FY 2016-2017 to Dividend
BSE Limited and The National Stock Exchange of India 2nd Interim 150 30/01/2016 08/03/2023
Limited. Dividend
3rd Interim 100 10/03/2016 17/04/2023
Transfer of Unclaimed Dividend to Investor Education
Dividend
and Protection Fund (IEPF)
Pursuant to section 205A of the erstwhile Companies Act, The Ministry of Corporate Aairs (MCA) on 10th May, 2012
1956, unclaimed balance of the dividends lying in the dividend notied the IEPF (uploading of information regarding
accounts in respect of the dividend declared till April 22, unpaid and unclaimed amounts lying with companies)
2009. have been transferred to the Investor Education and Rules, 2012 (IEPF Rules). The objective of the IEPF Rules is
Protection Fund (IEPF) established by the Central Government. to help the shareholders ascertain Status of the unclaimed
The dividends for the following years, which remain unclaimed amounts and overcome the problem due to misplacement of
for seven years, will be transferred to the IEPF in accordance

133
Making a dierence for 25 years

intimation thereof by post etc. The Company has uploaded PERFORMANCE IN COMPARISON: BSE SENSEX, S & P CNX
the information in respect of the Unclaimed Dividends in NIFTY AND BSE FMCG
respect of the Financial years 2007 - 2008 up to 2015 -
2016 on the website of the IEPF viz. www.iepf.gov.in and 140.00

under Investor Section on the website of the Company viz.


120.00
www.marico.com.
100.00

Market Price Data


80.00

Bombay Stock National Stock Exchange


60.00
Exchange Limited (BSE) (NSE)

01/04/2015

27/04/2015

23/05/2015

18/06/2015

14/07/2015

09/08/2015

04/09/2015

30/09/2015

26/10/2015

21/11/2015

17/12/2015

12/01/2016

07/02/2016

04/03/2016

30/03/2016
(In R) (In R)
Month
High Low High Low Marico NSE Index
Apr-15 429 381.4 428.4 381.3
May-15 456 365 455.95 360
140.00
Jun-15 466.3 401.35 467 400.2
Jul-15 453.25 417 454.1 417.05 120.00

Aug-15 457 383.6 457 382 100.00


Sep-15 415.05 381 414.5 380.3
80.00
Oct-15 408.45 381 409 381.15
Nov-15 437.9 379 438 378.6 60.00
27-Apr-15

30-Sep-15
18-Jun-15

9-Aug-15
14-Jul-15

17-Dec-15

30-Mar -16
1-Apr-15

4-Sep-15

26-Oct-15

7-Feb-16
21-Nov-15

12-Jan-16

4-Mar -16
23-May -15

Dec-15* 468.4 217 468.6 216.65


Jan-16 233.4 207.55 233.8 207.3
Feb-16 246 215.9 246 215.6
Marico BSE FMCG
Mar-16 252.4 235 252.9 234.4

140.00
*The data w.e.f December, 2015 reects the position post
listing of Bonus Equity Shares by the Company in the ratio of
120.00
1:1. The High and Low in price in the month of December, 2015
is not comparable as the Low is reective of ex-bonus price. 100.00

80.00

60.00
01/04/2015

27/04/2015

23/05/2015

18/06/2015

14/07/2015

09/08/2015

04/09/2015

30/09/2015

26/10/2015

21/11/2015

17/12/2015

12/01/2016

07/02/2016

04/03/2016

30/03/2016

Marico BSE Index

134 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Share Transfer System : Transfers in physical form are registered Categories of Shareholding as on March 31, 2016
by the Registrar and Share Transfer Dematerialization of : As on March 31, 2016, 99.88% of
Agents immediately on receipt of Shares and Liquidity shareholding was held in Dematerialised
completed documents and certicates form with National Securities Depository
are issued within 15 days of date of Limited and Central Depository Services
(India) Limited.
lodgement of transfer.
In terms of the notication issued
Invalid share transfers are returned by SEBI, trading in the equity shares
within 15 days of receipt. of the Company is permitted only in
dematerialised form with eect from May
The Share Transfer Committee generally 31, 1999.
meets as may be warranted by the Outstanding GDR : The Company has not issued any GDR
number of share transaction requests / ADR / Warrants / ADR / Warrants or any convertible
received by the Company. or any convertible instruments.
instruments,
All requests for dematerialisation
conversion date and
of shares are processed and the impact on equity
conrmation is given to respective
Plant Locations : Kanjikode, Perundurai, Pondicherry,
Depositories i.e., National Securities Jalgaon, Baddi, Paldhi, Paonta Sahib,
Depository Limited and Central Dehradun and Guwahati
Depository Services (India) Limited,
genearally within 21 days. Shareholders / Investors Complaints received and redressed:
The Company gives utmost priority to the interests of the
Registrar & Transfer : M/s Link Intime India Pvt Limited (Unit:
investors. All the requests / complaints of the shareholders
Agents Marico Ltd.) C -13 Pannalal Silk Mills
have been resolved to the satisfaction of the shareholders
Compound, LBS Road, Bhandup (West),
within the statutory time limits. During the nancial year
Mumbai 400 078
ended March 31, 2016, 101 complaints were received from
the shareholders as per the details given below.
Distribution of Shareholding as on March 31, 2016:

Nature of Complaint Received Resolved


No. of Equity No. of % of No. of % of
Shares held Share holders Share holders Shares held Share holding Non-Receipt of Dividend 19 19
Non-Receipt of Shares Certicates 39 39
1- 500 41,505 80.61 48,72,689 0.38
Others (e.g. non-receipt of Annual Report etc.) 43 43
501-1000 3,800 7.38 30,69,340 0.24
Total 101 101
1001 -2000 2,219 4.31 36,85,887 0.29
2001-3000 621 1.21 16,08,926 0.12 Address for Shareholding related queries
correspondence Companys Registrar & Transfer Agent:
3001-4000 650 1.26 24,79,148 0.19
M/s Link Intime India Pvt Limited
4001- 5000 256 0.50 11,93,334 0.09
(erstwhile Intime Spectrum Registry Limited)
5001-10000 1,063 2.06 81,04,059 0.63
Unit: Marico Limited
10001 & 1,374 2.67 1,26,51,57,815 98.06 C -13 Pannalal Silk Mills Compound,
above LBS Road, Bhandup (West),
Total 51,488 100 1,29,01,71,198 100 Mumbai 400 078
Tel.: 022 25946970, Fax: 022 - 25946969
E-mail: [email protected]
General Correspondence
Grande Palladium, 7th Floor 175, CST Road,
Kalina, Santa Cruz (East), Mumbai 400 098
Tel.: 022 66480480, Fax: 022 26500159
E-mail: [email protected]

135
Making a dierence for 25 years

CHIEF EXECUTIVE OFFICER (CEO) DECLARATION


This is to conrm that the Company has adopted a Code of Conduct for its Board Members and Senior Management Personnel. This
Code of Conduct is available on the Companys website.
I hereby declare that all the Members of the Board of Directors and Senior Management Personnel have armed compliance with
the Code of Conduct as adopted by the Company.

Saugata Gupta
Managing Director & CEO

Place: Mumbai
Date: April 29, 2016

Chief Executive Ocer (CEO) and Chief Financial Ocer (CFO) Certication
We hereby certify that:

(a) We have reviewed nancial statements and the cash ow statement for the nancial year ended March 31, 2016 and to the
best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;

(ii) these statements together present a true and fair view of the Companys aairs and are in compliance with existing
accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are
fraudulent or illegal or violative of the Companys code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for nancial reporting and that we have evaluated
the eectiveness of the internal control systems of the Company pertaining to nancial reporting and we have disclosed to
the auditors and the Audit Committee, deciencies in the design or operation of such internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these deciencies.
(d) We have indicated to the auditors and the Audit Committee:
(i) signicant changes in internal control during the year;

(ii) signicant changes in accounting policies during the year and that the same have been disclosed in the notes to the
nancial statements; and

(iii) Instances of signicant fraud of which we have become aware and the involvement therein, if any, of the Management or
an employee having a signicant role in the Companys internal control system over nancial reporting.

This certicate is being given to the Board pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Thank you.
Yours truly,
For Marico Limited For Marico Limited
Saugata Gupta Vivek Karve
Managing Director & CEO Chief Financial Ocer
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

136 MARICO LIMITED | ANNUAL REPORT 201516


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Auditors Certicate regarding compliance of conditions of Corporate Governance

To the Members of Marico Limited ,

We have examined the compliance of conditions of Corporate Governance by Marico Limited, for the year ended March
31, 2016 as stipulated in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (collectively referred to as SEBI Listing Regulations, 2015).

The compliance of conditions of Corporate Governance is the responsibility of the Companys management. Our examination
was carried out in accordance with the Guidance Note on Certication of Corporate Governance, issued by the Institute of
Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on
the nancial statements of the Company.

We certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing
Regulations, 2015.

We state that such compliance is neither an assurance as to the future viability of the Company nor the eciency or
eectiveness with which the management has conducted the aairs of the Company.

For Price Waterhouse


Firm Registration Number: 301112E
Chartered Accountants

Uday Shah
Place: Mumbai Partner
Date: April 29, 2016 Membership No: 46061

137
Making a dierence for 25 years

FINANCIAL STATEMENTS
139 Consolidated Financial Statements
194 Standalone Financial Statements

138 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Consolidated Auditors Report

Independent Auditors Report making judgements and estimates that are reasonable
and prudent; and the design, implementation and
To the Members of Marico Limited
maintenance of adequate internal nancial controls, that
Report on the Consolidated Financial Statements were operating eectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
1. We have audited the accompanying consolidated nancial
preparation and presentation of the nancial statements
statements of Marico Limited (hereinaer referred to as
that give a true and fair view and are free from material
the Holding Company) and its subsidiaries (the Holding
misstatement, whether due to fraud or error, which
Company and its subsidiaries together referred to as
has been used for the purpose of preparation of the
the Group) and its jointly controlled entity; (refer Note
consolidated nancial statements by the Directors of
3 to the attached consolidated nancial statements),
the Holding Company, as aforesaid.
comprising of the consolidated Balance Sheet as at March
31, 2016, the consolidated Statement of Prot and Loss, Auditors Responsibility
the consolidated Cash Flow Statement for the year then
3. Our responsibility is to express an opinion on these
ended, and a summary of signicant accounting policies
consolidated nancial statements based on our audit.
and other explanatory information prepared based on
While conducting the audit, we have taken into account
the relevant records (hereinaer referred to as the
the provisions of the Act and the Rules made thereunder
Consolidated Financial Statements).
including the accounting standards and matters which
Managements Responsibility for the Consolidated are required to be included in the audit report.
Financial Statements
4. We conducted our audit in accordance with the Standards
2. The Holding Companys Board of Directors is responsible on Auditing specied under Section 143(10) of the Act
for the preparation of these consolidated financial and other applicable authoritative pronouncements
statements in terms of the requirements of the issued by the Institute of Chartered Accountants of
Companies Act, 2013 (hereinaer referred to as the India. Those Standards and pronouncements require
Act) that give a true and fair view of the consolidated that we comply with ethical requirements and plan and
nancial position, consolidated nancial performance perform the audit to obtain reasonable assurance about
and consolidated cash ows of the Group including its whether the consolidated nancial statements are free
jointly controlled entity in accordance with accounting from material misstatement.
principles generally accepted in India including the
5. An audit involves performing procedures to obtain
Accounting Standards specied under Section 133 of
audit evidence about the amounts and disclosures in
the Act read with Rule 7 of the Companies (Accounts)
the consolidated nancial statements. The procedures
Rules, 2014 and Accounting Standard 30, Financial
selected depend on the auditors judgement, including
Instruments: Recognition and Measurement issued
the assessment of the risks of material misstatement
by the Institute of Chartered Accountants of India to
of the consolidated nancial statements, whether due
the extent it does not contradict any other accounting
to fraud or error. In making those risk assessments, the
standard referred to in Section 133 of the Act read
auditor considers internal nancial control relevant to
with Rule 7 of Companies (Accounts) Rules, 2014.
the Holding Companys preparation of the consolidated
The Holding Companys Board of Directors is also
nancial statements that give a true and fair view, in
responsible for ensuring accuracy of records including
order to design audit procedures that are appropriate
financial information considered necessary for the
in the circumstances. An audit also includes evaluating
preparation of Consolidated Financial Statements. The
the appropriateness of the accounting policies used and
respective Board of Directors of the companies included
the reasonableness of the accounting estimates made
in the Group and of its jointly controlled entity are
by the Holding Companys Board of Directors, as well as
responsible for maintenance of adequate accounting
evaluating the overall presentation of the consolidated
records in accordance with the provisions of the Act
nancial statements.
for safeguarding the assets of the Group and its jointly
controlled entity respectively and for preventing and 6. We believe that the audit evidence obtained by us and
detecting frauds and other irregularities; the selection the audit evidence obtained by the other auditors in
and application of appropriate accounting policies; terms of their reports referred to in sub-paragraph

139
Making a dierence for 25 years

8 of the Other Matters paragraph below, other than in terms of sub-sections (3) and (11) of Section 143 of
the unaudited nancial statements as certied by the the Act in so far as it relates to the aforesaid subsidiaries
management and referred to in sub-paragraph 9 of and the jointly controlled entity, is based solely on such
the Other Matters paragraph below, is sucient and unaudited financial statements. In our opinion and
appropriate to provide a basis for our audit opinion on according to the information and explanations given to
the consolidated nancial statements. us by the Management, these nancial statements are
not material to the Group.
Opinion
Our opinion on the consolidated nancial statements and
7. In our opinion and to the best of our information and
our report on Other Legal and Regulatory Requirements
according to the explanations given to us, the aforesaid
below, is not modied in respect of the above matters
consolidated nancial statements give the information
with respect to our reliance on the work done and
required by the Act in the manner so required and give
the reports of the other auditors and the financial
a true and fair view in conformity with the accounting
statements certied by the Management.
principles generally accepted in India of the consolidated
state of aairs of the Group and its jointly controlled Report on Other Legal and Regulatory Requirements
entity as at March 31, 2016, and their consolidated prot
10. As required by Section143(3) of the Act, we report, to
and their consolidated cash ows for the year ended on
the extent applicable, that:
that date.
(a) We have sought and obtained all the information
Other Matters and explanations which to the best of our
8. We did not audit the financial statements of 7 knowledge and belief were necessary for the
subsidiaries, one rm and one jointly controlled entity purposes of our audit of the aforesaid Consolidated
whose financial statements reflect total assets of Financial Statements.
R 570.54 crore and net assets of R 140.02 crore as at (b) In our opinion, proper books of account as required
March 31, 2016, total revenue of R 1,283.20 crore, net by law maintained by the Holding Company, its
prot of R 136.75 crore and net cash inows amounting subsidiary included in the Group and the jointly
to R 64.44 crore for the year ended on that date, as controlled entity incorporated in India including
considered in the consolidated nancial statements. relevant records relating to preparation of the
These nancial statements have been audited by other aforesaid consolidated nancial statements have
auditors whose reports have been furnished to us by been kept so far as it appears from our examination
the Management, and our opinion on the consolidated of those books and records of the Holding Company
nancial statements in so far as it relates to the amounts and the reports of the other auditors.
and disclosures included in respect of these subsidiaries
and its jointly controlled entity and our report in terms (c) The Consolidated Balance Sheet, the Consolidated
of sub-sections (3) and (11) of Section 143 of the Act in Statement of Prot and Loss, and the Consolidated
so far as it relates to the aforesaid subsidiaries and the Cash Flow Statement dealt with by this Report
jointly controlled entity is based solely on the reports are in agreement with the relevant books of
of the other auditors. account maintained by the Holding Company, its
subsidiary included in the Group and the jointly
9. We did not audit the financial statements of 5 controlled entity incorporated in India including
subsidiaries whose nancial statements reect total relevant records relating to the preparation of the
assets of r6.88 crore and net assets of R 5.80 crore as consolidated nancial statements.
at March 31, 2016, net loss of R 4.10 crore and net cash
inows amounting to r 1.69 crore for the year ended (d) In our opinion, the aforesaid Consolidated Financial
on that date, as considered in the consolidated nancial Statements comply with the Accounting Standards
statements. These nancial statements are unaudited specied under Section 133 of the Act, read with
and have been furnished to us by the Management, and Rule 7 of the Companies (Accounts) Rules, 2014.
our opinion on the consolidated nancial statements (e) On the basis of the written representations received
in so far as it relates to the amounts and disclosures from the directors of the Holding Company as on
included in respect of these subsidiaries and our report March 31, 2016 taken on record by the Board of

140 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Directors of the Holding Company and the reports ii. Provision has been made in the Consolidated
of the statutory auditors of its subsidiary company Financial Statements, as required under the
and the jointly controlled entity incorporated in applicable law or accounting standards, for
India, none of the directors of the Group companies material foreseeable losses, if any, on long-
and the jointly controlled entity incorporated in term contracts including derivative contracts
India is disqualied as on March 31, 2016 from as at March 31,2016 Refer (a) Note 40 to the
being appointed as a director in terms of Section Consolidated Financial Statements.
164 (2) of the Act.
iii. There has been no delay in transferring
(f) With respect to the adequacy of the internal amounts, required to be transferred, to the
nancial controls over nancial reporting of the Investor Education and Protection Fund by the
Holding Company, its subsidiary and the jointly Holding Company and its subsidiary company
controlled entity incorporated in India and the and the jointly controlled entity incorporated
operating eectiveness of such controls, refer to in India during the year ended March 31, 2016.
our separate Report in Annexure A.

(g) With respect to the other matters to be included in


the Auditors Report in accordance with Rule 11 of For Price Waterhouse
the Companies (Audit and Auditors) Rules, 2014, in Firm Registration Number: 301112E
our opinion and to the best of our information and
Chartered Accountants
according to the explanations given to us:

i. The Consolidated Financial Statements Uday Shah


disclose the impact, if any, of pending
Place: Mumbai Partner
litigations as at March 31, 2016 on the
Date: April 29, 2016 Membership Number: 46061
consolidated nancial position of the Group
and the jointly controlled entity Refer Note
32 to the Consolidated Financial Statements.

141
Making a dierence for 25 years

Annexure A to Auditors Report


Referred to in Paragraph 10(f) of the Independent Auditors Report of even date to the members of Marico Limited
on the Consolidated Financial Statements for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) nancial reporting was established and maintained and if
of Sub-section 3 of Section 143 of the Act such controls operated eectively in all material respects.
1. In conjunction with our audit of the consolidated nancial 4. Our audit involves performing procedures to obtain audit
statements of the Company as of and for the year ended evidence about the adequacy of the internal nancial
March 31, 2016, we have audited the internal nancial controls system over financial reporting and their
controls over financial reporting of Marico Limited operating eectiveness. Our audit of internal nancial
(hereinaer referred to as the Holding Company) and controls over financial reporting included obtaining
its subsidiary company and the jointly controlled entity, an understanding of internal nancial controls over
which are companies incorporated in India, as of that nancial reporting, assessing the risk that a material
date. weakness exists, and testing and evaluating the design
and operating eectiveness of internal control based
Managements Responsibility for Internal Financial
on the assessed risk. The procedures selected depend
Controls
on the auditors judgement, including the assessment
2. The respective Board of Directors of the Holding of the risks of material misstatement of the nancial
company, its subsidiary company and the jointly statements, whether due to fraud or error.
controlled entity, which are companies incorporated in
5. We believe that the audit evidence we have obtained
India, are responsible for establishing and maintaining
and the audit evidence obtained by the other auditors
internal nancial controls based on, internal control over
in terms of their report referred to in the Other Matters
nancial reporting criteria established by the Company
paragraph below, is sucient and appropriate to provide
considering the essential components of internal
a basis for our audit opinion on the Companys internal
control stated in the Guidance Note on Audit of Internal
nancial controls system over nancial reporting.
Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India (ICAI). These Meaning of Internal Financial Controls Over Financial
responsibilities include the design, implementation and Reporting
maintenance of adequate internal nancial controls that
6. A companys internal nancial control over nancial
were operating eectively for ensuring the orderly and
reporting is a process designed to provide reasonable
ecient conduct of its business, including adherence to
assurance regarding the reliability of nancial reporting
the respective companys policies, the safeguarding of
and the preparation of nancial statements for external
its assets, the prevention and detection of frauds and
purposes in accordance with generally accepted
errors, the accuracy and completeness of the accounting
accounting principles. A Companys internal nancial
records, and the timely preparation of reliable nancial
control over nancial reporting includes those policies
information, as required under the Act.
and procedures that (1) pertain to the maintenance of
Auditors Responsibility records that, in reasonable detail, accurately and fairly
reect the transactions and dispositions of the assets
3. Our responsibility is to express an opinion on the
of the company; (2) provide reasonable assurance
Companys internal financial controls over financial
that transactions are recorded as necessary to permit
reporting based on our audit. We conducted our audit
preparation of financial statements in accordance
in accordance with the Guidance Note on Audit of
with generally accepted accounting principles, and
Internal Financial Controls Over Financial Reporting (the
that receipts and expenditures of the company are
Guidance Note) issued by the ICAI and the Standards on
being made only in accordance with authorisations of
Auditing deemed to be prescribed under section 143(10)
management and directors of the company; and (3)
of the Companies Act, 2013, to the extent applicable to
provide reasonable assurance regarding prevention or
an audit of internal nancial controls, both applicable to
timely detection of unauthorised acquisition, use, or
an audit of internal nancial controls and both issued by
disposition of the companys assets that could have a
the ICAI. Those Standards and the Guidance Note require
material eect on the nancial statements.
that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance Inherent Limitations of Internal Financial Controls Over
about whether adequate internal nancial controls over Financial Reporting.

142 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

7. Because of the inherent limitations of internal nancial of Internal Financial Controls Over Financial Reporting
controls over nancial reporting, including the possibility issued by the Institute of Chartered Accountants of India.
of collusion or improper management override of
Other Matters
controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any 9. Our aforesaid reports under Section 143(3)(i) of the
evaluation of the internal nancial controls over nancial Act on the adequacy and operating eectiveness of
reporting to future periods are subject to the risk that the internal nancial controls over nancial reporting
the internal nancial control over nancial reporting may in so far as it relates to a jointly controlled entity which
become inadequate because of changes in conditions, is a company incorporated in India, is based on the
or that the degree of compliance with the policies or corresponding reports of the auditors of such entity
procedures may deteriorate. incorporated in India. Our opinion is not qualied in
respect of this matter.
Opinion
8. In our opinion, the Holding Company, its subsidiary
company and the jointly controlled entity, which are For Price Waterhouse
companies incorporated in India, have, in all material
Firm Registration Number: 301112E
respects, an adequate internal nancial controls system
over financial reporting and such internal financial Chartered Accountants
controls over financial reporting were operating
eectively as at March 31, 2016, based on the internal Uday Shah
control over nancial reporting criteria established by Place: Mumbai Partner
the Company considering the essential components of Date: April 29, 2016 Membership Number: 46061
internal control stated in the Guidance Note on Audit

143
Making a dierence for 25 years

Consolidated Balance Sheet


as at March 31, 2016

(r in Crore)
Particulars As at March 31,
Note
2016 2015
I. Equity and Liabilities
Shareholders Fund
Share Capital 4 129.02 64.50
Reserves and Surplus 5 1,967.82 1,760.28
2,096.84 1,824.78
Minority Interest 14.32 13.65
Non-current Liabilities
Long-term borrowings 6 0.41 168.74
Deferred tax liabilities 7 10.16 12.32
Long-term provisions 8 11.47 8.65
22.04 189.71
Current Liabilities
Short-term borrowings 9 152.79 165.43
Trade payables 10 669.02 564.32
Other current liabilities 11 375.07 276.53
Short-term provisions 12 103.25 95.30
1,300.13 1,101.58
Total 3,433.33 3,129.72

II. Assets
Non-current Assets
Fixed assets
Tangible assets 13 (A) and (C) 524.34 556.67
Intangible assets 13 (B) and (D) 21.50 30.10
Capital work-in-progress 36.72 3.03
582.56 589.80
Goodwill on consolidation 14 497.96 489.15
Non-current investments 15 69.43 46.75
Deferred tax assets 16 10.28 4.44
Long-term loans and advances 17 100.36 50.63
Other non-current assets 18 58.17 120.77
1,318.76 1,301.54
Current Assets
Current investments 19 346.96 237.05
Inventories 20 925.80 994.71
Trade receivables 21 252.42 176.75
Cash and bank balances 22 309.72 204.94
Short-term loans and advances 23 249.02 179.13
Other current assets 24 30.65 35.60
2,114.57 1,828.18
Total 3,433.33 3,129.72
The Company and nature of its operations 1
Summary of signicant accounting policies 2
The notes are an integral part of these consolidated nancial statements.
As per our attached report of even date.

For Price Waterhouse For and on behalf of the Board of Directors


Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

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Consolidated Statement of Prot and Loss


for the year ended March 31, 2016

(r in Crore)
Particulars Note Year ended March 31,
2016 2015
Revenue
Revenue from operations (Gross) 25 6,139.17 5,741.23
Less : Excise duty 7.13 8.25
Revenue from operations (Net) 6,132.04 5,732.98
Other income 26 93.37 58.89
Total Revenue 6,225.41 5,791.87
Expenses
Cost of materials consumed 27 (A) 2,887.41 3,118.88
Purchases of stock-in-trade 27 (B) 114.21 109.69
Changes in inventories of nished goods, work-in-progress and stock-in-trade - 27 (C) 59.78 (109.53)
(increase) / decrease
Employee benets expenses 28 363.91 325.14
Finance costs 29 20.26 22.95
Depreciation, amortisation and impairment 30 101.84 84.34
Other expenses 31 1,644.25 1,418.75
Total Expenses 5,191.66 4,970.22
Prot Before Tax 1,033.75 821.65
Tax Expense:
Current Tax 249.55 203.47
Less: MAT credit utilisation 56.53 34.78
Net current tax 306.08 238.25
Deferred tax (8.95) (1.48)
297.13 236.77
Prot aer tax and before Minority interest 736.62 584.88
Less: Minority interest 11.84 11.43
Prot for the year 724.78 573.45
Earnings per equity share (Nominal value per share R 1 (R1)) 41
Basic (Refer note 4(e)) R 5.62 R 4.45
Diluted (Refer note 4(e)) R 5.61 R 4.44
The Company and nature of its operations 1
Summary of signicant accounting policies 2
The notes are an integral part of these consolidated nancial statements.
As per our attached report of even date.
For Price Waterhouse For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

145
Making a dierence for 25 years

Consolidated Cash Flow Statement


For the year ended March 31, 2016

(r in Crore)
Particulars Year ended March 31,
2016 2015
A CASH FLOW FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX 1,033.75 821.65
Adjustments for:
Depreciation, amortisation and impairment 101.84 84.34
Finance costs 20.26 22.95
Interest income (33.80) (19.06)
(Prot) / loss on sale of assets (net) (9.54) 1.73
Prot on sale of current investments (net) (2.05) (14.49)
Prot on divestment of business (9.62) -
Dividend income on current investments (25.59) (11.95)
Employees stock option charge 3.80 3.27
Stock appreciation rights expenses 3.33 6.96
Excess Provision no longer required written back (4.97) (4.31)
Provision for doubtful debts, advances, deposits and others 1.39 0.26
45.05 69.70
Operating prot before working capital changes 1,078.80 891.35
Adjustments for:
(Increase)/ decrease in inventories 66.12 (198.47)
(Increase)/ decrease in trade receivables (76.67) 46.18
(Increase)/ decrease in loans and advances, other current and non-current assets and (123.21) 21.11
other bank balances
Increase/( decrease) in trade payables and other current and non-current liabilities and 133.69 114.32
provisions
Changes in working capital (0.07) (16.86)
Cash generated from Operations 1,078.73 874.49
Taxes paid (net of refunds) (246.17) (209.65)
NET CASH GENERATED FROM OPERATING ACTIVITIES 832.56 664.84
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of xed assets (100.74) (59.06)
Sale of xed assets 14.92 0.99
Eect of translation dierences on xed assets 0.18 0.22
(Purchase) / Sale of investments (net) (117.89) 40.99
Consideration towards acquisition of minority interest in International Consumer Products - (161.32)
Corporation
Eect of translation dierences on Goodwill on Consolidation (8.81) -
Inter-corporate deposits placed (52.50) (45.00)
Consideration received on divestment of business 14.38 -
(Advance to) / Refund received from WEOMA Trust (38.40) 8.15
Funds paid to Related party (0.22) 1.70
Dividend income received from current investment 25.59 11.95
Interest received 27.83 22.19
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (235.66) (179.19)

146 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Consolidated Cash Flow Statement


For the year ended March 31, 2016

(r in Crore)
Particulars Year ended March 31,
2016 2015
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of Share capital (ESOP) aer adjusting share issue expenses 0.51 0.60
Issue / (redemption) of debentures (43.65)
Other borrowings (repaid) / taken (net) (46.35) (225.50)
Increase / (decrease) in Minority interest (11.10) (33.57)
Finance charges paid (20.44) (23.30)
Equity dividend paid (inclusive of dividend distribution tax) (502.47) (300.05)
NET CASH (OUTFLOW) / INFLOW FROM FINANCING ACTIVITIES (579.85) (625.47)
D Eect of exchange dierence on translation of foreign currency cash and cash (1.43) (6.96)
equivalents
E NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C+D) 15.62 (146.78)
F Cash and cash equivalents - opening balance (as at April 1) (Refer note 22) 77.39 224.17
Less: Cash and bank balances adjusted upon divestment of business. 4.22
G Cash and cash equivalents - closing balance (as at March 31) (Refer note 22) 88.79 77.39

Notes

(a) The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3 (AS 3) 'Cash Flow
Statements'.

(b) The gures for the previous year have been regrouped where necessary to conform to current year's classication.

As per our attached report of even date.

For Price Waterhouse For and on behalf of the Board of Directors


Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

147
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

1. The Group and nature of its operations: entity and have been prepared on the following
Marico Limited (herein aer referred to as the Company), basis:
headquartered in Mumbai, Maharashtra, India, together (i) In respect of Subsidiary companies, the
with its subsidiaries is referred as Marico or Group. nancial statements have been consolidated
Marico carries on business in branded consumer products. on a line-by-line basis by adding together the
In India, Marico manufactures and markets products under book values of like items of assets, liabilities,
the brands such as Parachute, Parachute Advansed, income and expenses, aer fully eliminating
Nihar, Nihar Naturals, Saola, Hair & Care, Revive, Mediker, intra-group balances and intra-group
Livon, Set-wet and Code 10 etc. Maricos international transactions and resulting unrealised prots
portfolio includes brands such as Fiance, Hair Code, / losses as per Accounting Standard (AS 21)
Caivil, Hercules, Black Chic, Ingwe, X-men, Thuan Phat etc. Consolidated Financial Statements. The
2. Summary of signicant accounting policies: results of subsidiary companies are included
from the date of acquisition of a controlling
(a) Basis of preparation of Financial Statements interest.

These nancial statements have been prepared in (ii) In case of foreign subsidiaries, being Non-
accordance with the Generally Accepted Accounting Integral Foreign Operations, revenue items
Principles (GAAP) in India under the historical are consolidated at the average rate prevailing
cost convention on accrual basis. Pursuant to during the year. All asset and liabilities are
Section 133 of Companies Act, 2013 read with converted at the rate prevailing at the end
Rule 7 of the Companies (Accounts) Rules, 2014 of the year. The resultant translation gains
till the standards of accounting or any addendum and losses are shown separately as Foreign
thereto are prescribed by the Central Government Currency Translation Reserve under Reserves
in consultation and recommendation of the and Surplus.
National Financial Reporting Authority, the existing
(iii) The excess of cost to the Group of its
Accounting Standards notied under the Companies
investments in subsidiary companies over
Act, 1956 shall continue to apply. Consequently,
its share of equity and reserves of its
these nancial statements have been prepared to
subsidiary companies at the dates, on which
comply in all material aspects with the accounting
investments are made, is recognized in the
standards notied under Section 211(3C) of the
nancial statements as Goodwill. The excess
Companies Act, 1956 [Companies (Accounting
of Groups share of equity and reserves of
Standards) Rules, 2006, as amended] and other
its subsidiary companies over the cost of
relevant provisions of the Companies Act, 2013.
acquisition is treated as Capital Reserve. As
All assets and liabilities have been classied as
at each Balance Sheet date, an assessment is
current or non-current as per the Companys normal
done as to whether there is any indication that
operating cycle and other criteria set out in the
goodwill on consolidation may be impaired. If
Revised Schedule III to the Companies Act, 2013.
any such indication exists, an estimate of the
Based on the nature of the product and the time
recoverable amount is made. The goodwill on
between the acquisition of assets for processing
consolidation is impaired when the carrying
and their realisation in cash and cash equivalents,
value exceeds the recoverable amount.
the Company has ascertained its operating cycle as
twelve (12) months for the purpose of current or (iv) Minority interest in the net assets of
non-current classication of assets and liabilities. consolidated subsidiaries consist of the
amount of equity attributable to the
(b) Basis of preparation of Consolidated Financial minority shareholders at the dates on which
Statements investments are made by the Company in the
subsidiary companies and further movements
The Consolidated Financial Statements relate to
in their share in the equity, subsequent to the
the Company, its subsidiaries and jointly controlled
dates of investments.

148 MARICO LIMITED | ANNUAL REPORT 201516


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Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(v) Interests in Joint Ventures have been accounted assets are substantially ready for their intended use.
by using the proportionate consolidation Other pre-operative expenses for major projects are
method as per Accounting Standard 27 also capitalised, where appropriate.
Financial Reporting of Interests in Joint
Items of xed assets that have been retired from
Ventures notied by Companies (Accounting
active use and are held for disposal are stated at
Standards) Rules, 2006.
lower of their net book value or net realizable value
(vi) The consolidated nancial statements have and are shown separately in the nancial statements.
been prepared using uniform accounting Any expected loss is recognized immediately in
policies for like transactions and other events the Statement of Prot and Loss. Capital work-in-
in similar circumstances and are presented to progress comprises cost of xed assets that are not
the extent possible, in the same manner as yet ready for their intended use at the year end.
the Companys separate nancial statements,
except in case of Marico Middle East FZE and (e) Depreciation and amortisation
Marico Malaysia Sdn. Bhd., where costs of I. Tangible assets
inventories are ascertained on First In First Out
(i) Depreciation is provided on a straight
basis instead of weighted average basis. These
line basis, based on useful life of the
inventories represent 0.28% (0.06%) of the
assets prescribed in Schedule II to the
total consolidated inventories of the Group as
Companies Act, 2013.
at the year end.
However based on the technical
(c) Use of estimates evaluation, the useful life considered for
the following items are lower than the life
The preparation of the nancial statements in stipulated in Schedule II to the Companies
conformity with GAAP requires the Management Act, 2013:
to make estimates and assumptions that aect
the reported balances of assets and liabilities Assets Useful Life
and disclosures relating to contingent assets and (Years)
liabilities as at the date of the nancial statements Motor Vehicle Motor Car, Bus and Lorries, Motor 5
and reported amounts of income and expenses Cycle, Scooter
during the period. Examples of such estimates Oce equipment - Mobile and Communication tools 2
include provisions for doubtful debts, future Computer Server and Network 3
obligations under employee retirement benet
Plant & Machinery Moulds 3 to 5
plans, income taxes, the useful lives and impairment
of xed assets and intangible assets (ii) Extra shi depreciation is provided on
Plant basis.
Management believes that the estimates used in
(iii) Depreciation in respect of assets of
the preparation of nancial statements are prudent
foreign subsidiaries is provided on a
and reasonable. Future results could dier from
straight line basis based on useful
these estimates.
life of the assets as estimated by the
Management which are as under:
(d) Tangible assets, intangible assets and capital
work-in-progress
Assets Useful Life
Tangible assets and intangible assets are stated at (Years)
cost of acquisition, less accumulated depreciation/ Factory and oce buildings 5 to 25
amortisation and impairments, if any. Cost includes
Plant and machinery 2 to 15
taxes, duties, freight and other incidental expenses
Furniture and f ixtures (including leasehold 2 to 15
related to acquisition and installation. Borrowing
improvements)
costs attributable to acquisition, construction of
qualifying asset are capitalised until such time as the Vehicles 3 to 10

149
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(iv) Assets individually costing R 25,000 or each investment. In case of investments in


less are depreciated fully in the year of mutual funds, net asset value is taken as fair
acquisition. value.
(v) Leasehold land is amortized over the (iii) Investment property: Investment in land use
primary period of the lease. right and buildings that are not intended to
(vi) Fixtures in leasehold premises are be occupied substantially for use by, or in
amortized over the period of the lease. the operations of the Company, have been
(vii) Depreciation on additions / deletions classied as Investment property. Investment
during the year is provided from the month properties are carried at cost less amortization
in which the asset is capitalised / up to the or impairment loss, if any.
month in which the asset is disposed o.
(i) Inventories
II. Intangible assets
Intangible assets are amortised on a straight (i) Raw materials, packing materials, stores and
line basis over the estimated useful lives of spares and consumables are valued at lower
respective assets, but not exceeding the of cost and net realizable value. However,
useful lives given here under: these items are not written down below cost
if the nished products in which they will be
Assets Useful Life used are expected to be sold at or above cost
(Years)
(ii) Work-in-progress, nished goods, and stock-
Trademarks, copyrights and business and 7 to 10
in-trade (traded goods) are valued at lower of
commercial rights and other intangibles
cost and net realizable value.
Computer soware 2 to 3
(iii) By-products and unserviceable / damaged
A rebuttable presumption that the useful life nished goods are valued at net realizable
of an intangible asset will not exceed ten years value.
from the date when the asset is available for (iv) Cost is ascertained on weighted average
use is considered by the Management. method and in case of work-in-progress
(f) Assets taken on lease includes appropriate production overheads
and in case of nished goods includes
Operating lease payments are recognized as
appropriate production overheads and excise
expenditure in the Statement of Prot and Loss as
duty, wherever applicable. In case of Marico
per the terms of the respective lease agreement.
Middle East FZE and Marico Malaysia Sdn. Bhd.
costs of inventories are ascertained on First In
(g) Assets given on lease
First Out basis instead of weighted average
In respect of Plant and Equipment and Investment basis.
Property given on operating lease basis, lease
(v) Net realizable value is the estimated selling
rentals are accounted on accrual basis in accordance
price in the ordinary course of business, less
with the respective lease agreements.
estimated cost of completion and estimated
cost necessary to make the sale.
(h) Investments

(i) Long term investments are valued at cost. (j) Research and development
Provision for diminution, if any, in the value of
Capital expenditure on research and development
investments is made to recognise a decline in
is capitalised and depreciated as per the accounting
value, other than temporary.
policy mentioned in note 2(d) and 2(e) above.
(ii) Current investments are valued at lower of Revenue expenditure is charged o in the year in
cost and fair value, computed individually for which it is incurred

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Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(k) Revenue recognition (ii) Superannuation

Revenue is recognized to the extent that it is The Company makes contribution to


probable that the economic benets will ow to the Superannuation Scheme, a dened
the Company and the revenue can be reliably contribution scheme, administered by
measured. The following specic criteria must also insurance companies. The Company has no
be met before revenue is recognized: obligation to the scheme beyond its monthly
contributions.
(i) Domestic sales are recognized at the point of
dispatch of goods to the customers, which (iii) Leave encashment / Compensated absences
is when substantial risks and rewards of
The Company provides for the encashment
ownership are passed to the customers, and
of leave with pay subject to certain rules. The
are stated net of trade discounts, rebates,
employees are entitled to accumulate leave
sales tax, value added tax and excise duty.
subject to certain limits, for future encashment
(ii) Export sales are recognized based on the / availment. The liability is provided based
date of bill of lading, except sales to Nepal, on the number of days of unutilised leave at
which are recognized when the goods cross each Balance Sheet date on the basis of an
the Indian Territory, which is when substantial independent actuarial valuation.
risks and rewards of ownership are passed to
(iv) Provident fund
the customers.
Provident fund contributions are made to
(iii) Revenue from services is recognized on
a trust administered by the Company. The
rendering of the services.
Companys liability is actuarially determined
(iv) Interest and other income are recognized on (using the Projected Unit Credit method) at
accrual basis. the end of the year and any shortfall in the
fund size maintained by the Trust set up by
(v) Income from export incentives such as
the Company is additionally provided for.
premium on sale of import licences, duty
Actuarial losses and gains are recognized in
drawback etc. are recognized on accrual
the Statement of Prot and Loss in the year in
basis to the extent the ultimate realisation is
which they arise.
reasonably certain.

(vi) Dividend income is recognized if right (m) Foreign currency transactions


to receive dividend is established by the
(i) Transactions in foreign currencies are
reporting date.
recognized at the prevailing exchange rates
on the transaction dates. Realised gains and
(l) Retirement and other benets to employees
losses on settlement of foreign currency
(i) Gratuity transactions are recognized in the Statement
of Prot and Loss.
Liabilities with regard to the gratuity benets
payable in future are determined by actuarial (ii) Foreign currency monetary assets and
valuation at each Balance Sheet date using liabilities at the year end are translated at the
the Projected Unit Credit method. Actuarial year end exchange rates and the resultant
gains and losses arising from changes in exchange dierences except those qualifying
actuarial assumptions are recognized in the for hedge accounting are recognized in the
Statement of Prot and Loss in the period in Statement of Prot and Loss.
which they arise. Gratuity liability in respect
(iii) In case of forward contracts with underlying
of Marico Limited is funded and in respect of
assets or liabilities, the dierence between
other subsidiaries is unfunded.
the forward rate and the exchange rate on
the date of inception of a forward contract

151
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

is recognized as income or expense and (ii) Deferred tax expense or benet is recognized
is amortized over the life of the contract. on timing dierences being the dierence
Exchange dierences on such contracts are between taxable income and accounting
recognized in the Statement of Prot and income that originate in one period and is
Loss in the year in which they arise. Any prot likely to reverse in one or more subsequent
or loss arising on cancellation or renewal of periods. Deferred tax assets and liabilities
forward exchange contracts are recognized as are measured using the tax rates and tax
income or expense for the period. laws that have been enacted or substantively
enacted by the Balance Sheet date.
(iv) The Company uses forward and options
contracts to hedge its risks associated with In the event of unabsorbed depreciation and
foreign currency transactions relating to carry forward of losses, deferred tax assets are
certain rm commitments and forecasted recognized only to the extent that there is virtual
transactions. The Company also uses Interest certainty that sufcient future taxable income
rates swap contracts to hedge its interest will be available to realize such assets. In other
rate risk exposure. The Company designates situations, deferred tax assets are recognized
these as cash ow hedges. These contracts only to the extent that there is reasonable
are marked to market as at the year end and certainty that sufcient future taxable income
resultant exchange dierences, to the extent will be available to realize these assets.
they represent eective portion of the hedge,
are recognized directly in Hedge Reserve. The (o) Impairment
ineective portion of the same is recognized
Assessment is done at each Balance Sheet date
immediately in the Statement of Prot and
as to whether there is any indication that an asset
Loss
(tangible or intangible) may be impaired. For the
(v) Exchange dierences taken to Hedge Reserve purpose of assessing impairment, the smallest
account are recognized in the Statement of identiable group of assets that generates cash
Prot and Loss upon crystallization of rm inows from continuing use that are largely
commitments or occurrence of forecasted independent of the cash inows from other
transactions or upon discontinuation of assets or groups of assets, is considered as a cash
hedge accounting resulting from expiry / sale generating unit. If any such indication exists, an
/ termination of hedge instrument or upon estimate of the recoverable amount of the asset
hedge becoming ineective. / cash generating unit is made. Assets whose
carrying value exceeds the recoverable amounts
(n) Accounting for taxes on income are written down to the recoverable amount.
Recoverable amount is higher of an assets or cash
(i) Current income tax expense comprises taxes
generating units net selling price and its value in
on income from operations in India and in
use. Value in use is the present value of estimated
foreign jurisdictions. For Marico Limited and its
future cash ows expected to arise from the
Indian subsidiaries, Minimum Alternative Tax
continuing use of an asset and from its disposal at
(MAT) credit, which is equal to the excess of
the end of its useful life. Assessment is also done at
MAT (calculated in accordance with provisions
each Balance Sheet date as to whether there is any
of Section 115JB of the Income Tax Act, 1961)
indication that an impairment loss recognized for
over normal income tax is recognized as an
an asset in prior accounting periods may no longer
asset by crediting the Statement of Prot
exist or may have decreased.
and Loss only when and to the extent there is
convincing evidence that the Company will be
(p) Employee Stock Option Plan
able to avail the said credit against normal tax
payable during the period of ten succeeding In respect of stock options granted pursuant to
assessment years. the Companys Employee Stock Option Scheme,
the intrinsic value of the options (excess of market

152 MARICO LIMITED | ANNUAL REPORT 201516


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Notes
To Consolidated Financial Statements for the year ended March 31, 2016

value of shares over the exercise price of the option (t) Cash and Cash Equivalents
at the date of grant) is recognized as employee
Cash and cash equivalents for the purpose of Cash
compensation cost over the vesting period.
Flow Statement comprise cash on hand and cash at
bank including xed deposit with original maturity
(q) Employee Stock Appreciation Rights Scheme
period of 3 months or less and short term highly
In respect of Employee Stock Appreciation Rights liquid investment with original maturity of three
granted pursuant to the Companys Employee months or less.
Stock Appreciation Rights Plan, 2011, the intrinsic
value of the rights (excess of market value as at (u) Earnings Per Share
the year end and the Grant price) is recognized
Basic earnings per share, is calculated by dividing the
as employee compensation cost over the vesting
net prot or loss for the period attributable to equity
period aer amounts adjusting for the dierence
shareholders by the weighted average number
between the amounts due from the Trust and the
of equity shares outstanding during the period.
loan advanced to the Trust.
Earnings considered in ascertaining the Companys
earnings per share is the net prot for the period
(r) Utilization of Securities Premium Reserve
aer deducting preference dividends and any
The Securities Premium Reserve is utilised for attributable tax thereto for the period. The weighted
paying up unissued shares of the Company to average number of equity shares outstanding during
be issued as fully paid bonus shares, writing o the period and for all periods presented is adjusted
preliminary expenses, writing o expenses on issue for events, such as bonus shares, other than the
of shares or debentures and writing o premium on conversion of potential equity shares, that have
redemption of any redeemable preference shares changed the number of equity shares outstanding,
or debentures of the Company. without a corresponding change in resources.
For the purpose of calculating diluted earnings
(s) Provisions and Contingent Liabilities
per share, the net prot or loss for the period
Contingent Liabilities are disclosed in respect of attributable to equity shareholders and the
possible obligations that arise from past events but weighted average number of shares outstanding
their existence will be conrmed by the occurrence during the period is adjusted for the eects of all
or non-occurrence of one or more uncertain future dilutive potential equity shares.
events not wholly within the control of the Company
or where any present obligation cannot be measured
in terms of future outow of resources or where a
reliable estimate of the obligation cannot be made.
A provision is made based on a reliable estimate
when it is probable that an outow of resources
embodying economic benets will be required to
settle an obligation and in respect of which a reliable
estimate can be made. Provision is not discounted
and is determined based on best estimate required
to settle the obligation at the year end date.
Contingent Assets are not recognized or disclosed
in the nancial statements.

153
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

3. Subsidiaries considered in these Consolidated Financial Statements:

(i) List of subsidiary companies:

Name of the Company Eective date Holding Country of Percentage


for Acquisition / Company incorporation of ownership
Incorporation interest*
Marico Bangladesh Limited (MBL) September 6, 1999 Marico Limited Bangladesh 90 (90)
Marico Middle East FZE (MME) November 8, 2005 Marico Limited UAE 100 (100)
Marico Bangladesh Industries Limited (MBLIL) August 2, 2003 MME Bangladesh 100 (100)
Egyptian American Company for Investment December 19, 2006 MME Egypt 100 (100)
and Industrial Development SAE (EAIIDC)
Marico Malaysia Sdn. Bhd. (MMSB) December 4, 2009 MME Malaysia 100 (100)
MEL Consumer Care SAE (MELCC) October 1, 2006 MME Egypt 100 (100)
Marico Egypt Industries Company (MEIC) January 1, 2008 MELCC Egypt 100 (100)
Marico South Africa Consumer Care (Pty) October 17, 2007 Marico Limited South Africa 100 (100)
Limited (MSACC)
Marico South Africa (Pty) Limited (MSA) November 1, 2007 MSACC South Africa 100 (100)
International Consumer Products Corporation February 18, 2011 Marico Limited Vietnam 100 (100)
(ICP) (Refer Note (iv) below)
Beaute Cosmetique Societe Par Actions (BCS) February 18, 2011 ICP Vietnam Nil (99)
(Refer Note (vi) below)
Thuan Phat Foodstu Joint Stock company February 18, 2011 ICP Vietnam 99.99 (99.99)
(TPF)
Marico Consumer Care Limited (MCCL) April 20, 2012 Marico Limited India 100 (100)
Halite Personal Care India Private Limited (A May 29, 2012 MCCL India Nil (Nil)
Company under Voluntary Liquidation)
Marico Innovation Foundation (MIF) (Refer Note March 15, 2013 Marico Limited India N.A. (N.A.)
(v) below)
* Percentage in bracket relate to previous year.

(ii) List of Subsidiary rm:


Name of the Firm Eective date Holding Country of Percentage of
for acquisition Company incorporation ownership interest
MEL Consumer Care & Partners - Wind May 16, 2005 MELCC Egypt 99 ( 99 )
(Through MELCC)

(iii) List of Jointly Controlled Entity:


Name of the Firm Eective date for Country of Percentage of
acquisition incorporation ownership interest
Bellezimo Professionale Products Private Limited (Refer October 21, 2015 India 45 ( Nil )
note (vii) below)

(iv) During the previous year ended March 31, 2015, International Consumer Product Corporation, a subsidiary of
the Company in Vietnam has bought back its shares resulting into increase in the percentage of the Companys
shareholding to 100%.

154 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(v) Marico Innovation Foundation (MIF), a company incorporated under Section 25 of the Companies Act, 1956
(being a private company limited by guarantee not having share capital) primarily with an objective of fuelling
and promoting innovation in India, is a wholly owned subsidiary of the Company with eect from March 15, 2013.
Since MIF cannot transfer funds to Marico Limited, it has not been considered for consolidation in accordance with
Accounting Standard 21 (AS 21) Consolidated Financial Statements.

(vi) During the year, International Consumer Product Corporation, a subsidiary of the Company has divested its entire
stake in Beaute Cosmetique Societe Par Actions (BCS) on May 14, 2015. Accordingly the nancial statements of BCS
are consolidated from April 1, 2015 to May 14, 2015. The prot on sale of this divestment amounting to R 9.62 Crore
has been included in Other Income in the Statement of Prot and Loss.

(vii) The Company has acquired 45% stake in Bellezimo Professionale Products Private Limited, a jointly controlled entity
on October 21, 2015. Accordingly, the nancial statement of the entity forms part of consolidated nancial result for
the year ended March 31, 2016 from the said date.

4. Share capital
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Authorised
1,500,000,000 (1,150,000,000) equity shares of r 1/- each 150.00 115.00
65,000,000 (100,000,000) preference shares of r 10/- each 65.00 100.00
Total 215.00 215.00

Issued, subscribed and paid-up


1,290,171,198 (644,981,999) equity shares of r 1/- each fully paid-up 129.02 64.50
Total 129.02 64.50

a. Reconciliation of number of shares


Equity Shares :

Particulars As at March 31, 2016 As at March 31, 2015


Number of shares R Crore Number of shares R Crore
Balance as at the beginning of the year 644,981,999 64.50 644,872,999 64.49
Add: Shares Issued during the year - ESOP
(Refer note (d) below) 103,600 0.01 109,000 0.01
Add: Bonus Shares issued during the year
(Refer note (e) below) 645,085,599 64.51 - -
Balance as at the end of the year 1,290,171,198 129.02 644,981,999 64.50

b. Rights, preferences and restrictions attached to shares:


Equity Shares: The Company has one class of equity shares having a par value of R 1 per share. Each shareholder is
eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the
equity shareholders are eligible to receive the remaining assets of the Company aer distribution of all preferential
amounts, in proportion to their shareholding.

155
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

c. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company (Refer
note (e) below)
Name of Shareholder As at As at
March 31, 2016 March 31, 2015
No. of Shares % of Holding No. of Shares % of Holding
held held
Equity Shares of R 1/- each fully paid-up
Harsh C Mariwala with Kishore V Mariwala 146,752,000 11.37 73,376,000 11.38
(For Valentine Family Trust)
Harsh C Mariwala with Kishore V Mariwala 146,752,000 11.37 73,376,000 11.38
(For Aquarius Family Trust)
Harsh C Mariwala with Kishore V Mariwala 146,752,000 11.37 73,376,000 11.38
(For Taurus Family Trust)
Harsh C Mariwala with Kishore V Mariwala 146,752,000 11.37 73,376,000 11.38
(For Gemini Family Trust)
First State Investments Services (UK) Ltd 108,091,457 8.38 31,128,195 4.83
(along with Persons acting in concert)
Arisaig Partners (Asia) Pte Ltd A/c Arisaig 35,169,950 2.73 33,278,269 5.16
India Fund Ltd.

d. Shares reserved for issue under options :


The Corporate Governance Committee of the Board of Directors of Marico Limited had granted Stock Options to
certain eligible employees pursuant to the Marico Employees Stock Options Scheme 2007 (Scheme). Each option
represents 1 equity share in the Company. The Vesting period and the Exercise Period, both range from 1 year to 5
years. The Scheme was administered by the Corporate Governance Committee comprising Independent Directors.
The Scheme closed on February 1, 2013.

As at As at
Marico ESOS 2007 March 31, 2016 March 31, 2015
Weighted average share price of options exercised 57.46 55.40
Number of options granted, exercised, and forfeited
Balance as at beginning of the year 103,600 212,600
Granted during the year - -
Less : Exercised during the year 103,600 109,000
Forfeited / lapsed during the year - -
Balance as at end of the year - 103,600
During the previous year ended March 31, 2015, the Company implemented the Marico Employee Stock Option
Scheme 2014 (Marico ESOS 2014) and Marico MD CEO Employee Stock Option Plan 2014 (MD CEO ESOP Plan
2014).
Marico ESOS 2014 was approved by the shareholders during the year ended March 31, 2014, enabling the grant of
300,000 stock options to the Chief Executive Ocer of the Company (Currently designated as MD & CEO). Pursuant
to the said approval, on April 1, 2014 the Company granted 300,000 stock options to the MD & CEO of the Company,
at an exercise price of r1 per option. Each option represents 1 equity share in the Company. The Vesting Period is 2
years from the date of grant and the Exercise Period is 1 year from the date of vesting.

156 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

As at As at
Marico ESOS 2014 March 31, 2016 March 31, 2015
Weighted average share price of options exercised - -
Number of options granted, exercised, and forfeited
Balance as at beginning of the year 300,000 -
Adjustment on account of bonus issue (Refer note (e) below) 300,000 -
Granted during the year - 300,000
Less : Exercised during the year - -
Forfeited / lapsed during the year - -
Balance as at end of the year 600,000 300,000

MD CEO ESOP Plan 2014 was approved by the shareholders during the previous year ended March 31, 2015, enabling
grant of stock options not exceeding in the aggregate 0.5% of the aggregate number of issued equity shares of the
Company, from time to time. The Plan envisages to grant stock options to the Managing Director & CEO on an annual
basis through one or more Schemes notied under the Plan. Each option represents 1 equity share in the Company.
The Vesting Period and the Exercise Period, both range from 1 year to 5 years. Pursuant to the said approval, on
January 5, 2015 the Company notied Scheme I under the Plan and granted 46,600 stock options to the Managing
Director & CEO, at an exercise price of R1 per option. The Vesting Date for Stock Options granted under the Scheme
I is March 31, 2017. Further, the Exercise Period is 1 year from the date of vesting.

As at As at
MD CEO ESOP Plan 2014 March 31, 2016 March 31, 2015
Weighted average share price of options exercised - -
Number of options granted, exercised, and forfeited
Balance as at beginning of the year 46,600 -
Adjustment on account of bonus issue (Refer note (e) below) 46,600 -
Granted during the year - 46,600
Less : Exercised during the year - -
Forfeited / lapsed during the year - -
Balance as at end of the year 93,200 46,600
Aggregate of all stock options to current paid-up equity share capital 0.05% 0.07%
(percentage)

157
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

The Company has applied the intrinsic value method of accounting for determining compensation cost for its
stock based compensation plan. Had the Company considered fair value method for accounting of compensation
cost, the Companys net income and Basic and Diluted earnings per share as reported would have increased to the
pro-forma amounts as indicated. (Refer note (e) below)

Particulars For the year ended For the year ended


March 31,2016 March 31,2015
Net Prot aer tax as reported (R Crore) 724.78 573.45
Add : Stock-based employee compensation expense charged as per 'intrinsic 3.80 3.27
value' method (R Crore) (Refer Note 28)
Less : Stock-based employee compensation expense as per 'fair value' method 3.46 2.97
(R Crore)
Adjusted pro-forma (R Crore) 725.12 573.75
Basic earnings per share as reported R 5.62 R 4.45
Pro-forma basic earnings per share R 5.62 R 4.45
Diluted earnings per share as reported R 5.61 R 4.44
Pro-forma diluted earnings per share R 5.62 R 4.45

The following assumptions were used for calculation of fair value of grants (gures in bracket represent previous
year):

Particulars Marico ESOS 2007 Marico ESOS 2007 Marico ESOS 2014 MD CEO ESOP Plan
- Vest I - Vest II 2014
- 8.00% 8.00%
Risk-free interest rate (%)
(6.61%) (7.27%) (8.00%) (8.00%)
- - 3 years 3 years and 3
months
Expected life of options (years)
(5 years) (5 years) (3 years) (3 years and 3
months)
- - 26.62% 23.66%
Expected volatility (%)
(35.32%) (36.92%) (26.62%) (23.66%)
- - 3.50% 3.50%
Dividend yield (%)
(1.20%) (1.20%) (3.50%) (3.50%)

e. During the year ended March 31, 2016, the Company has issued 645,085,599 fully paid up bonus equity shares of
face value R 1 each in the ratio of 1:1 with record date of December 24, 2015. As a result EPS has been adjusted for
reporting as well as for all the comparative periods.

Aggregate number of shares allotted as fully paid up by way of bonus shares For the year ended For the year ended
March 31,2016 March 31,2015
Equity shares allotted as fully paid up bonus shares by capitalization of general 645,085,599 -
reserve

158 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

5. Reserves and surplus


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Securities Premium Account
Balance as at the beginning of the year 407.97 413.15
Add : Receipt on exercise of Employees Stock Options 0.58 0.59
Less: Amount adjusted towards bonus share issue expenses 0.09 -
Less: Premium on redemption of Debentures (net of tax eect of R Nil - 5.77
(Previous year R 2.97 crores))
Balance as at the end of the year 408.46 407.97

Debenture Redemption Reserve


Balance as at the beginning of the year - 13.83
Add : Amount transferred from Surplus in the Statement of Prot and Loss - 11.17
Less: Amount transferred to General Reserve on redemption (Refer note 6 (b)) - 25.00

Balance as at the end of the year - -

Employee Stock Options Outstanding Account (Refer note 4 (d))


Balance as at the beginning of the year 3.27 -
Add : Compensation for options granted during the year 3.80 3.27
Balance as at the end of the year 7.07 3.27

General Reserve
Balance as at the beginning of the year 363.21 338.21
Less : Transferred to Share Capital on account of issue of bonus shares 64.51 -
Add: Amount transferred from Debenture redemption reserve on redemption - 25.00
Balance as at the end of the year 298.70 363.21

Hedge Reserve (Refer note 39 (c))


Balance as at the beginning of the year (74.97) (76.30)
Add : Transferred to the Statement of Prot and Loss 65.83 15.65
Less : Adjustments on account of exchange movement 16.33 14.32
Balance as at the end of the year (25.47) (74.97)

Foreign Currency Translation Reserve


Balance as at the beginning of the year 107.39 41.07
Add: Exchange gain/(loss) on translation during the year (Refer Note 2(b)(ii)) (4.05) 66.32
Balance as at the end of the year 103.34 107.39

Surplus in the Statement of Prot and Loss


Balance as at the beginning of the year 1,677.13 1,289.90
Less : Adjustment pursuant to enactment of Schedule II of Companies Act, 2013 (net of - 0.54
tax eect of R Nil (Previous year R 0.29 crore)) (Refer Note 36)

159
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Add : Prot for the year 724.78 573.45
Less : Appropriations
Equity dividend 435.43 161.24
Tax on Equity dividend (net of tax on dividend received from Indian and 67.04 13.27
foreign subsidiaries of R 23.22 Crore (Previous year R 18.96 Crore))
Transfer to Debenture Redemption Reserve - 11.17
Balance as at the end of the year 1,899.44 1,677.13

Adjustment pursuant to the Scheme of Capital Reduction of MCCL (Refer Note 35) (723.72) (723.72)

Total 1,967.82 1,760.28

6. Long-term borrowings
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Secured
Term loan from banks
- External commercial borrowing from Hongkong Shanghai Banking Corporation - 168.74
Loan carries interest @ LIBOR plus 2.1% (Previous year LIBOR plus 2.1%) and was secured
by (i) Pledge of shares of International Consumer Products Corporation (a Subsidiary
company) (ii) First ranking pari passu charge over all current and future plant and
machinery and (iii) Mortgage on land and building situated at Andheri, Mumbai (Mortgage
was only for previous year).
The loan was repayable over a period of 6 years commencing from February 11, 2011
as under:-
1st installment - USD 3 million - payable at the end of 36 months
2nd installment - USD 3 million - payable at the end of 42 months
3rd installment - USD 6 million - payable at the end of 48 months
4th installment - USD 6 million - payable at the end of 54 months
5th installment - USD 9 million - payable at the end of 60 months
6th installment - USD 12 million - payable at the end of 66 months
7th installment - USD 15 million - payable at the end of 72 months
Total Amount - USD 54 million
Unsecured
From Others 0.41 -
Total 0.41 168.74

160 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

Note:
a) The scheduled maturity of long term borrowings is summarized as under:
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Within one year (Refer note 11 - Current maturities of long term debt) 178.87 93.75
Aer 1 year but within 2 years - 168.74
Total 178.87 262.49

b) During the previous year, 1,000, Rated, Listed, Unsecured, Zero Coupon redeemable non-convertible debentures of
R 100 crores, were redeemed at a premium calculated at the yield of 8.95% p.a. on XIRR basis. (Refer note 5)

7. Deferred tax liabilities


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Deferred tax assets:
Provision for doubtful debts / advances that are deducted for tax purposes when written 1.68 1.00
o
On intangible assets adjusted against Capital Redemption Reserve and Securities Premium 9.41 12.46
Reserve under the Capital Restructuring scheme implemented in an earlier year (Refer
note 13 (iii))
Liabilities / provisions that are deducted for tax purposes when paid 18.78 15.43
Other Timing Dierences 1.10 1.72
(A) 30.97 30.61
Deferred tax liability:
Additional depreciation/amortisation on xed assets for tax purposes due to higher tax 41.13 42.93
depreciation rates
(B) 41.13 42.93
Total (B-A) 10.16 12.32

8. Long term provisions


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Provision for employee benets:
Leave entitlement (Refer note 37 (B)) 1.38 1.20
Gratuity (Refer note 37 (A)) 6.22 3.91
Long Service award 1.30 0.60

Total Provision for Employee Stock Appreciation Rights Scheme 3.86 7.19
Less : Accretion in amounts recoverable from the Trust 1.29 4.25
Net Provision (Refer notes 40 (b) and 40 (d)) 2.57 2.94
Total 11.47 8.65

161
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

9. Short-term borrowings
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Secured
From banks :
- Cash credit 16.72 8.64
- Export Packing Credit in Rupees (Export Packing Credit is secured by hypothecation 15.00 -
of inventory and debtors. It is for a term of two to four months and carry interest rate
of bank base rate plus applicable spread less interest subvention of 3%, ranging 5.90%
to 6.50% per annum).
- Working Capital demand loan 14.80 13.97
(These are loans taken for terms upto twelve months and carry interest rate of LIBOR
plus applicable spread ranging from 0.80% to 1.10% per annum (Previous year 0.80%
to 0.90%)).
(Partially secured by hypothecation of inventory and debtors of Marico Limited)
46.52 22.61
Unsecured
- Working capital demand loan 77.96 112.61
(These are loans taken for terms upto twelve months and carried interest rate of LIBOR
plus applicable spread ranging from 0.80% to 1.10% per annum (Previous year 0.05%
to 2%))
- Cash credit 28.31 30.21
106.27 142.82
Total 152.79 165.43

10. Trade payables


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Trade Payables 669.02 564.32
Total 669.02 564.32

11. Other current liabilities


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Current maturities of long-term debt (Refer note 6 (a) and 6 (b)) 178.87 93.75
Payable to related parties - 0.11
Interest accrued but not due on borrowings 0.13 0.08
Interest accrued and due on borrowings 0.79 1.02
Unclaimed dividend (Refer note below) 0.44 0.27
Book overdra 12.56 4.37

162 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Other payables:
Provision for contractual liabilities 65.38 61.68
Advances from customers 26.92 30.12
Statutory dues including provident fund and tax deducted at source 33.66 29.05
Forward / derivative contracts payables 1.81 1.53
Creditors for capital goods 5.20 4.43
Security deposits from customers and others 0.43 0.25
Employee benets payable 47.14 48.28
Others 1.74 1.59
Total 375.07 276.53

Note : Amount payable to Investor Education and Protection Fund R Nil (Nil)

12. Short term provisions


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Provision for employee benets:
Gratuity (Refer note 37 (A)) 3.17 2.82
Leave entitlement (Refer note 37 (B)) 8.20 7.53
Total Provision for Employee Stock Appreciation Rights Scheme 16.05 14.26
Less : Accretion in amounts recoverable from the Trust 13.28 11.26
Net Provision (Refer notes 40 (b) and 40 (d)) 2.77 3.00
Others 0.40 0.57
14.54 13.92
Others:
Income tax - (net of advance tax) 38.07 39.13
Disputed indirect taxes (Refer note (a) and (b) below) 50.64 42.25
Total 103.25 95.30

a) Provision for disputed indirect taxes represents claims against the Company not acknowledged as debts, where
management has assessed that unfavourable outcome of the matter is more than probable.

b) Movement in provision for disputed indirect taxes


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Balance as at the beginning of the year 42.25 25.15
Add: Additions during the year 12.41 17.60
Less: Amounts used during the year 4.02 -
Less: Unused amounts reversed during the year - 0.50
Balance as at the end of the year 50.64 42.25

163
164
Notes To Consolidated Financial Statements for the year ended March 31, 2016
13 Fixed Assets
(A) Tangible assets
(e in Crore)
PARTICULARS GROSSBLOCK D E P R E C I A T I O N/AMORTISATION IMPAIRMENT NETBLOCK
Deductions /
Impairment Charge / Impairment
As at Acquisition/ Adjustments As at March 31, As at April Acquisition / For the As at March As at March 31,
Additions Adjustment Deductions as at (Reversal) Adjustment Deductions as at March
April 1, 2015 Demerger (Refer note (vi) 2016 1, 2015 Demerger Year 31, 2016 2016
April 1, 2015 for the year 31, 2016
below)

Tangible assets
Freehold land 16.60 - 0.14 0.68 17.42 - - - - - - - - - - - 17.42
Making a dierence for 25 years

Leasehold land 35.69 - - (0.37) 35.32 3.43 - 0.56 - (0.38) 3.61 - - - - - 31.71
Buildings (Refer note (i),
305.00 - 5.37 (0.79) 309.58 44.41 - 14.24 - (0.35) 58.30 - 0.18 - - 0.18 251.10
(ii) and (vii) below)
Plant and equipment (Refer
477.07 - 42.53 (4.79) 514.81 227.89 - 59.08 - (4.98) 281.99 18.58 6.14 - 0.21 24.93 207.89
note (vii) below)
Furniture and xtures 24.41 0.01 2.16 (1.98) 24.60 14.89 - 2.40 - (1.86) 15.43 - - - - - 9.17

MARICO LIMITED | ANNUAL REPORT 201516


Vehicles 6.79 - 0.75 (2.44) 5.10 5.67 - 0.63 - (2.29) 4.01 - - - - - 1.09
Oce equipment 13.76 0.01 5.41 (0.73) 18.45 9.00 - 5.73 - (1.07) 13.66 - 0.05 - - 0.05 4.74
Leasehold improvements 1.38 - - - 1.38 0.16 - - - - 0.16 - - - - - 1.22
TOTAL (A) 880.70 0.02 56.36 (10.42) 926.66 305.45 - 82.64 - (10.93) 377.16 18.58 6.37 - 0.21 25.16 524.34

(B) Intangible asset

PARTICULARS GROSSBLOCK D E P R E C I A T I O N/AMORTISATION IMPAIRMENT NETBLOCK


Deductions /
Impairment Charge / Impairment
As at Acquisition/ Adjustments As at March 31, As at April Acquisition / For the As at March As at March 31,
Additions Adjustment Deductions as at (Reversal) Adjustment Deductions as at March
April 1, 2015 Demerger (Refer note (vi) 2016 1, 2015 Demerger Year 31, 2016 2016
April 1, 2015 for the year 31, 2016
below)

Intangible assets
Trademarks and copyrights
(Refer note (iii), (iv) and (v) 70.84 - - (2.05) 68.79 45.60 - 7.73 - - 53.33 1.55 - - (0.63) 0.92 14.54
below)
Other intangibles 0.04 - - - 0.04 0.04 - - - - 0.04 - - - - - -
Computer soware 32.47 0.12 4.47 0.06 37.12 26.06 0.02 4.07 - 0.01 30.16 - - - - - 6.96
TOTAL (B) 103.35 0.12 4.47 (1.99) 105.95 71.70 0.02 11.80 - 0.01 83.53 1.55 - - (0.63) 0.92 21.50
Total (A)+(B) 984.05 0.14 60.83 (12.41) 1,032.61 377.15 0.02 94.44 - (10.92) 460.69 20.13 6.37 - (0.42) 26.08 545.84
(i) During the previous year ended March 31, 2015, building of net book value of R12.96 Crore (Gross block of R 13.42 Crore and accumulated depreciation of R 0.46 Crore) was reclassied as assets held for
disposal.
(ii) During the year ended March 31, 2016, building appearing as asset held for disposal of net book value of R 12.74 Crore (Gross block of R 13.42 Crore less accumulated depreciation of R 0.68 Crore) has been
reclassied as Investment property.
(iii) During the year ended March 31, 2007, the Company carried out nancial restructuring scheme (Scheme) under the relevant provisions of the Companies Act, 1956 which was approved by the shareholders on
February 8, 2007 and subsequently by the Honble High Court vide its order dated March 23, 2007. In terms of the Scheme, the Company adjusted the carrying value of R 448.15 crore of intangible assets such
as trademarks, copyrights, business and commercial rights as on January 31, 2007 and related deferred tax adjustment of R 139.06 crore (net adjustment of R 309.09 crore) against the balance in Securities
Premium Reserve of R 129.09 crore and Capital Redemption Reserve of R 180 Crore.
(iv) During the year ended March 31, 2014, Capital Reduction scheme pertaining to Marico Consumer Care Limited (MCCL) for adjustment of intangible assets aggregating R 723.72 Crore, was duly approved and
given eect to (Refer Note 35).
(v) Trademarks of R 27.83 Crore (s 27.65 Crore) are pending registration / recording in name of the Company, in certain countries .
(vi) Deductions / adjustment of Gross block, depreciation and provision for impairment includes translation dierence of s 0.18 Crore (`. 0.22 Crore).
(vii) For additional information on assets given on operating lease (Refer note 38(b)).
Notes To Consolidated Financial Statements for the year ended March 31, 2016
13 Fixed Assets
(C) Tangible assets
(e in Crore)
STRATEGIC REPORT

PARTICULARS GROSSBLOCK D E P R E C I A T I O N/AMORTISATION IMPAIRMENT NETBLOCK


Deductions /
Impairment Charge / Impairment
As at Acquisition/ Adjustments As at March 31, As at April For the As at March As at March 31,
Additions Adjustment Deductions as at (Reversal) Adjustment Deductions as at March
April 1, 2014 Demerger (Refer note (h) 2015 1, 2014 Year 31, 2015 2015
April 1, 2014 for the year 31, 2015
below)

Tangible assets
0240

Freehold land (Refer note (a) below) 16.08 - - 0.52 16.60 - - - - - - - - - - 16.60
Leasehold land 35.60 - 0.17 (0.08) 35.69 2.89 0.58 - (0.04) 3.43 - - - - - 32.26
Buildings (Refer note (a), (b), (c) and
315.11 - 3.18 (13.29) 305.00 31.19 14.14 - (0.92) 44.41 0.03 (0.03) - - - 260.59
(d) below)
Plant and equipment (Refer note (i)
448.63 - 40.51 (12.07) 477.07 185.19 53.53 - (10.83) 227.89 20.68 (2.27) - 0.17 18.58 230.60
below)
Furniture and xtures 23.26 - 1.62 (0.47) 24.41 12.01 3.37 - (0.49) 14.89 - - - - - 9.52
Vehicles 6.98 - 0.71 (0.90) 6.79 5.43 1.00 - (0.76) 5.67 - - - - - 1.12
Oce equipment 14.37 - 2.46 (3.07) 13.76 8.90 3.14 - (3.04) 9.00 0.03 (0.03) - - - 4.76
Leasehold improvements 1.38 - - - 1.38 0.16 - - - 0.16 - - - - - 1.22
TOTAL (C) 861.41 - 48.65 (29.36) 880.70 245.77 75.76 - (16.08) 305.45 20.74 (2.33) - 0.17 18.58 556.67
STATUTORY REPORTS

(D) Intangible asset

PARTICULARS GROSSBLOCK D E P R E C I A T I O N/AMORTISATION IMPAIRMENT NETBLOCK


Deductions /
Impairment Charge / Impairment
As at Acquisition/ Adjustments As at March 31, As at April For the As at March As at March 31,
Additions Adjustment Deductions as at (Reversal) Adjustment Deductions as at March
April 1, 2014 Demerger (Refer note (h) 2015 1, 2014 Year 31, 2015 2015
April 1, 2014 for the year 31, 2015
below)
42137

Intangible assets
Trademarks and copyrights (Refer note
73.63 - - (2.79) 70.84 39.00 7.25 - (0.65) 45.60 1.66 - - (0.11) 1.55 23.69
(e), (f), and (g) below)
Other intangibles 0.05 - - (0.01) 0.04 0.05 - - (0.01) 0.04 - - - - - -
Computer soware 28.34 - 4.20 (0.07) 32.47 22.85 3.32 - (0.11) 26.06 - - - - - 6.41
TOTAL (D) 102.02 - 4.20 (2.87) 103.35 61.90 10.57 - (0.77) 71.70 1.66 - - (0.11) 1.55 30.10
Total (C)+(D) 963.43 - 52.85 (32.23) 984.05 307.67 86.33 - (16.85) 377.15 22.40 (2.33) - 0.06 20.13 586.77

(a) During the year ended March 31, 2014, Freehold land and Building of net book value of R 0.77 Crore and R 15.50 Crore has been reclassied as assets held for disposal.
(b) Gross block of Buildings include R 13.42 Crore (R 13.42 Crore) where conveyance has been executed, pending registration.
(c) During the year ended March 31, 2014, one of the oce building appearing in Investment property of net book value R 6.37 Crore has been reclassied as Building.
(d) During the year ended March 31, 2015, Building of net book value of R12.96 Crore (Gross block of R 13.42 Crore and accumulated depreciation of R 0.46 Crore) has been reclassied as assets held for disposal.
FINANCIAL STATEMENTS

(e) During the year ended March 31, 2007, the Company carried out nancial restructuring scheme (Scheme) under the relevant provisions of the Companies Act, 1956 which was approved by the shareholders
on February 8, 2007 and subsequently by the Honble High Court vide its order dated March 23, 2007. In terms of the Scheme, the Company adjusted the carrying value of R 448.15 Crore of intangible assets
such as trademarks, copyrights, business and commercial rights as on January 31, 2007 and related deferred tax adjustment of R 139.06 Crore (net adjustment of R 309.09 Crore) against the balance in
Securities Premium Reserve of R 129.09 Crore and Capital Redemption Reserve of R 180 Crore.
(f) During the year ended March 31, 2014, Capital Reduction scheme pertaining to Marico Consumer Care Limited (MCCL) for adjustment of intangible assets aggregating R 723.72 Crore, was duly approved and
given eect to (Refer Note 35).
139249

(g) Trademarks of R 27.65 Crore (R 30.05 Crore) are pending registration / recording in name of the Company, in certain countries .
(h) Deductions / adjustment of Gross block, depreciation and provision for impairment includes translation dierence of R 0.22 Crore ( R 10.64 Crore).
(i) For additional information on assets given on operating lease refer note 38(b).

165
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

14. Goodwill on consolidation


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Balance as at the beginning of the year 489.15 254.25
Add : Adjustment on acquisition / divestment / foreign currency uctuation 8.81 234.90
(Refer Note 3 (iv))
Balance as at the end of the year 497.96 489.15

15. Non current investments


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
A Non-trade investments (valued at cost unless stated otherwise)
Investment Property
(at cost less accumulated depreciation and amortisation) [Refer Note 38 (b)]
Cost of land use right and building 32.55 19.13
Less : Accumulated depreciation / amortisation 1.88 1.14
Net block 30.67 17.99

B Other Investments :
Investments in Government Securities
Unquoted
National Savings Certicates (Deposited with the Government authorities) 0.01 0.01
Investments in Bonds
Quoted
Power Finance Corporation Limited 2.85 2.85
(28,479 (28,479) Secured, Redeemable, Tax free Non-convertible Bonds, 8.20%,
face value of R 1,000/- each, redeemable on February 1, 2022).
Indian Railway Finance Corporation 2.18 2.18
(21,751 (21,751) Secured, Redeemable, Tax free Non-convertible Bonds, 8.00%,
face value of R 1,000/- each, redeemable on February 23, 2022).
National Highways Authority of India 2.47 2.47
(24,724 (24,724) Secured, Redeemable, Tax free Non-convertible Bonds, 8.20%,
face value of R 1,000/- each, redeemable on January 25, 2022).
Rural Electrication Corporation Limited 6.12 6.12
(61,238 (61,238) Secured, Redeemable, Tax free Non-convertible Bonds, 8.12%,
face value of R 1,000/- each, redeemable on March 29, 2027).
Rural Electrication Corporation Limited 5.00 5.00
(50 (50) Secured, Redeemable, Tax free Non-convertible Bonds, 8.46%, face value
of R 1,000,000/- each, redeemable on August 29, 2028).
Housing & Urban Development Corporation Ltd 5.00 5.00
(50 (50) Secured, Redeemable, Tax free Non-convertible Bonds, 8.56%, face value
of R 1,000,000/- each, redeemable on September 2, 2028).

166 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Investments in Mutual Funds
Quoted
Reliance Fixed Horizon Fund-XXIX-Series 16-Growth Plan 10.00 -
10,000,000 (Nil) units of R 10 each fully paid
Reliance Fixed Horizon Fund-XXVI-Series 2-Growth Plan 1.00 1.00
1,000,000 (1,000,000) units of R 10 each fully paid
DHFL Pramerica Fixed Maturity Plan Series 62 - Regular Plan - Growth 4.13 4.13
4,125,148 (4,125,148) units of R 10 each fully paid
38.76 28.76
Total 69.43 46.75
Aggregate amount of quoted investments 38.75 28.75
Market value / net asset value of quoted investments 41.62 30.60
Aggregate amount of unquoted investments 30.68 18.00

16. Deferred tax Assets


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Liabilities / provisions that are deducted for tax purposes when paid 10.28 6.22
Other Timing Dierences - -
(A) 10.28 6.22
Deferred tax liability:
Additional depreciation/amortisation on xed assets for tax purposes due to - 1.78
higher tax depreciation rates
(B) - 1.78
Total (A-B) 10.28 4.44

167
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

17 Long-term loans and advances


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good (unless otherwise stated)
Capital Advances 18.59 12.37
Other loans and advances:
Deposits with public bodies and others
Considered good 14.48 15.22
Considered doubtful 1.00 -
15.48 15.22
Less: Provision for doubtful deposits 1.00 -
14.48 15.22
Loans to employees 3.77 2.16
Prepaid expenses 0.13 0.20
Balance with statutory/government authorities 10.50 10.74
Advances to vendors 0.30 1.42
Loans and advances to Welfare of Mariconians Trust (Refer note 40(c)) 50.59 8.40
Advance income tax (net of provision) 2.00 0.12
Total 100.36 50.63

18. Other non-current assets


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Fringe benet tax payments (net of provision) 0.48 0.48
MAT credit entitlement 57.08 119.02
Long term deposits with banks with maturity period of more than twelve months 0.61 1.27
(Refer note below)
Total 58.17 120.77

Note : Long term deposits with banks includes R 0.21 Crore (R 0.21 Crore) deposited with sales tax authorities, R 0.40 Crore
(R 0.49 Crore) held as lien by banks against guarantees issued on behalf of the Company and R Nil Crore (R 0.57 Crore) for
other earmarked balances.

168 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

19. Current investments


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Non-trade Investments (At lower of cost and fair value)
Unquoted
Investments in government or trust securities 5.20 -
Quoted
Investments in Mutual Funds
LIC Nomura MF Fixed Maturity Plan Series 77-396 Days-Growth - 8.00
Nil (8,000,000) units of R 10 each fully paid
ICICI Prudential FMP Series 78-95 Days-Plan K-Cumulative 15.00 -
15,000,000 (Nil) units of R 10 each fully paid
Unquoted
Investments in Mutual Funds
Axis Treasury Advantage Fund - Growth - 7.75
Nil (50,053) Units of R 1,000 each fully paid
Birla Sunlife Cash Plus -Growth-Regular - 4.26
Nil (190,148) Units of R 100 each fully paid
Birla Sunlife Floating Rate Long Term -Growth-Regular 5.00 5.10
275,258 (304,582) Units of R 100 each fully paid
DHFL Pramerica Low Duration Fund - Growth 21.14 -
10,371,654 (Nil) Units of R 10 each fully paid
DWS Treasury Fund -Cash-Growth - 15.01
Nil (1,001,013) Units of R 100 each fully paid
HDFC Liquid Fund - Growth 5.00 21.15
16,801 (7,674,464) Units of R 10 each fully paid
HDFC Cash Management Fund-Savings Plan-Growth - 5.53
Nil (1,897,404) Units of R 10 each fully paid
HDFC Corporate Debt Opportunities Fund - Regular - Growth 25.00 -
20,803,342 (Nil) Units of R 10 each fully paid
HDFC Banking and PSU Debt Fund-Reg-Growth - 2.00
Nil (1,813,187) Units of R 10 each fully paid
ICICI Prudential Money Market Fund -Regular Plan -Growth - 20.01
Nil (1,036,048) Units of R 100 each fully paid
ICICI Prudential Ultra Short Term - Growth 15.00 -
9,948,137 (Nil) Units of R 10 each fully paid
IDFC Money Manager Fund-Treasury Plan-Growth 19.00 -
8,045,461 (Nil) Units of R 10 each fully paid

169
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
IDFC Ultra Short Term Fund -Growth-Regular Plan - 2.54
Nil (1,301,391) Units of R 10 each fully paid
Kotak Liquid Scheme Plan A-Growth 5.75 20.01
18,754 (70,607) Units of R 1,000 each fully paid
Kotak Bond ( Short Term) - Growth 25.00 -
8,959,674 (Nil) Units of R 10 each fully paid
LIC Nomura Liquid Fund-Growth 10.67 -
38,956 (Nil) Units of R 1,000 each fully paid
L&T Ultra Short Term Fund-Growth - 2.29
Nil (1,011,382) units of R 10 each fully paid
Principal Debt Opportunities Fund Corporate Bond Plan-Regular Plan Growth - 10.00
Nil (47,877) Units of R 1,000 each fully paid
Reliance Liquid Fund-Treasury Plan-Growth 1.73 26.01
4,696 (76,423) Units of R 1,000 each fully paid
Reliance Medium Term Fund-Growth 25.00 -
7,986,353 (Nil) Units of R 10 each fully paid
Reliance Short Term Fund-Growth 15.00 -
5,355,039 (Nil) Units of R 10 each fully paid
Religare Invesco Ultra Short Term Fund-Growth - 10.96
Nil (56,982) Units of R 1,000 each fully paid
Religare Invesco Credit Opportunities Fund-Growth 24.96 9.56
149,408 (60,034) Units of R 1,000 each fully paid
Religare Invesco Medium Term Bond Fund-Growth 10.00 -
70,172 (Nil) Units of R 1,000 each fully paid
SBI Magnum Insta Cash -Reg Plan-Growth 15.00 20.01
58,764 (64,792) Units of R 1,000 each fully paid
Templeton India TMA-SIP-Growth - 3.50
Nil (16,797) Units of R 1,000 each fully paid
SBI Treasury Advantage Fund-Regular Plan-Growth 30.00 -
181,028 (Nil) Units of R 1,000 each fully paid
Baroda Pioneer Treasury Advantage Fund- Plan A-Growth 32.50 -
187,598 (Nil) units of R 1,000 each fully paid
JM Money Manager Fund-Super Plus Plan-Bonus Option-Bonus Units 3.78 3.78
3,748,072 (3,748,072) units of R 10 each fully paid
JM Money Manager Fund-Super Plan-Bonus Option-Bonus Units 4.43 4.43
4,524,192 (4,524,192) units of R 10 each fully paid

170 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
JP Morgan India Treasury Fund-SIP-Growth - 20.42
Nil (11,140,952) units of R 10 each fully paid
JP Morgan India Liquid Fund-SIP-Growth 2.05 2.05
1,269,009 (1,269,009) units of R 10 each fully paid
Birla Sun Life Floating Rate Fund-Short Term Plan-Growth - 10.26
Nil (551,505) units of R 100 each fully paid
LIC Nomura MF Liquid Fund - Growth - 2.42
Nil (9,550) units of R 1,000 each fully paid
UTI Floating Rate Fund-STP-Growth 30.75 -
127,081 (Nil) units of R 1000 each fully paid
Total 346.96 237.05

Aggregate amount of quoted investments 15.00 8.00


Net asset value of quoted investments 20.36 8.79
Aggregate amount of unquoted investments 331.96 229.05
Net asset value of unquoted investments 333.10 235.56

20. Inventories
(Refer note 2(i), for basis of valuation) (r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Raw materials (includes in-transit: R 71.25 Crore (R 10.85 Crore)) 359.24 367.41
Work-in-progress 137.21 128.78
Finished goods (includes in-transit: R 0.33 Crore (R Nil)) 323.18 387.05
Stock-in-trade (Traded goods) 17.70 19.80
Stores and spares 9.48 8.47
Others:
Packing materials 75.20 77.17
By-products 3.79 6.03
Total 925.80 994.71

171
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

21. Trade receivables


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured
Outstanding for a period exceeding six months from the date they are due for payment
Considered good 18.10 4.19
Considered doubtful 3.14 3.08
21.24 7.27
Less: Provision for doubtful debts 3.14 3.08
18.10 4.19

Outstanding for a period less than six months from the date they are due for payment
Considered good 234.32 172.56
Considered doubtful 0.25 0.08
234.57 172.64
Less: Provision for doubtful debts 0.25 0.08
234.32 172.56
Total 252.42 176.75

22. Cash and bank balances


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Cash and Cash equivalents:
Cash on hand 1.45 0.77
Bank balances
- In current accounts 23.19 28.13
- Cheques on hand - 0.76
- Demand deposits (less than 3 months maturity) 64.15 47.73
88.79 77.39
Other bank balances:
Fixed deposits with maturity more than three months but less than twelve months 220.49 127.28
Unclaimed dividend account 0.44 0.27
Total 309.72 204.94

172 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

23. Short-term loans and advances


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good (unless otherwise stated)
Loans and advances to related parties (Refer note 43 (c)) 0.74 0.61
Others:
Advances to vendors and others 88.29 73.54
Loans and advances to employees 4.15 4.23
Prepaid expenses 12.59 10.35
Balances with statutory/government authorities 14.36 10.16
Deposits with public bodies and others 0.42 0.48
Loans and advances to Welfare of Mariconians Trust (Refer note 40 (c)) 15.97 19.76
Inter corporate deposits (xed deposits with Companies / Public Financial Institutions) 112.50 60.00
Total 249.02 179.13

24. Other current assets


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good (unless otherwise stated)
Interest accrued and not due on loans / deposits 11.92 5.95
Insurance claims receivable 1.95 0.05
Accrued export incentives - 0.18
Assets held for disposal (Refer note 13 (i) and (ii)) 12.45 28.71
Others 4.33 0.71
Total 30.65 35.60

25. Revenue from operations


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Sale of products:
Finished goods * 5,999.36 5,609.04
By-product sales 130.16 119.49
6,129.52 5,728.53
Less:
Excise duty 7.13 8.25
6,122.39 5,720.28
Other operating revenues:
Export incentives 4.86 6.66
Sale of scrap 4.79 6.04
9.65 12.70
Total 6,132.04 5,732.98
*Including traded goods

173
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

26. Other income


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Interest Income:
On Non current investments 2.03 2.17
On loans, deposits, etc. 31.77 16.89
33.80 19.06
Dividend Income
On current investments 25.59 11.95
Net gain on sale of current investments 2.05 14.49
Other non-operating income:
Lease rental income 0.91 0.64
Prot on sale of assets / business (net) 19.16 -
Excess Provision no longer required written back 4.97 4.31
Miscellaneous income 6.89 8.44
31.93 13.39
Total 93.37 58.89

27. Cost of materials consumed, Purchases of stock-in-trade, Changes in inventories of nished goods,
work-in-progress and stock-in-trade - (increase) / decrease
(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
(A) Cost of materials consumed
Raw materials consumed
Opening inventories 367.41 279.68
Add : Purchases (net) 2,379.70 2,699.87
Less : Inventories at the end of the year 359.24 367.41
Cost of raw materials consumed during the year 2,387.87 2,612.14
Packing materials consumed
Opening inventories 77.17 77.24
Add : Purchases (net) 497.57 506.67
Less : Inventories at the end of the year 75.20 77.17
Cost of packing materials consumed during the year 499.54 506.74
2,887.41 3,118.88

(B) Purchases of stock-in-trade 114.21 109.69

174 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
(C) Changes in inventories of nished goods, work-in-progress and stock-in-
trade - (increase) / decrease
Opening inventories
Work-in-progress 128.78 139.62
Finished goods 387.05 272.46
By-products 6.03 2.73
Stock-in-trade 19.80 17.32
Total (I) 541.66 432.13

Less: Closing inventories


Work-in-progress 137.21 128.78
Finished goods 323.18 387.05
By-products 3.79 6.03
Stock-in-trade 17.70 19.80
Total (II) 481.88 541.66
(Increase) / decrease in inventories (I-II) 59.78 (109.53)

28. Employee benet expenses


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Salaries, wages and bonus 319.42 283.21
Contribution to provident and other funds (Refer note 37) 15.16 11.65
Employees stock option charge (Refer note 4(d)) 3.80 3.27
Stock appreciation rights expenses (Refer note 40(d))
STAR Grant Expenses - Gross 18.08 29.50
Less: Accretion in amounts recoverable from the Trust 14.75 22.54
3.33 6.96
Sta welfare expenses 22.20 20.05
Total 363.91 325.14

175
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

29. Finance costs


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Interest cost
- Long-term borrowings 7.13 8.68
- Short-term borrowings 2.65 7.93
Other borrowing costs 2.06 0.88
Bank and other nancial charges 2.50 2.80
Applicable net loss on foreign currency transactions 5.92 2.66
Total 20.26 22.95

30. Depreciation, amortisation and impairment


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Depreciation on tangible assets (Including assets held for sale) (Refer note 2(e) (I)) 84.01 74.93
Amortisation on intangible assets (Refer note 2(e) (II)) 11.81 10.57
Amortisation of Investment Property (Refer note 15 (A)) 0.74 0.24
Impairment loss / (reversal of loss) of capitalised assets 5.28 (1.40)
Total 101.84 84.34

31. Other expenses


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Consumption of stores and spare parts 18.13 16.52
Power, fuel and water 30.97 31.70
Contract manufacturing charges 188.43 197.05
Rent and storage charges 38.83 38.41
Repairs to:
Building 9.78 8.18
Machinery 20.86 16.85
Others 4.40 2.50
Freight, forwarding and distribution expenses 254.10 219.26
Advertisement and sales promotion 786.08 649.82
Rates and taxes 42.96 57.56
Commission to selling agents 5.60 5.29
Communication expenses 9.56 8.56
Printing and stationery 2.54 2.41
Travelling, conveyance and vehicle expenses 43.23 42.13
Royalty 0.25 0.28

176 MARICO LIMITED | ANNUAL REPORT 201516


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Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Insurance 7.83 6.71
Net loss on foreign currency transactions and translation 59.38 13.03
(other than considered as nance cost)
Commission to Non-executive directors 1.31 1.29
Provision for doubtful debts and advances (net) 1.33 0.26
Add: Bad debts written o 0.06 -
1.39 0.26
Miscellaneous expenses (Refer note below) 118.62 100.94
Total 1,644.25 1,418.75
Note:
Miscellaneous expenses includes -

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Labour charges 20.61 17.56
Training and seminar expenses 7.27 5.53
Outside services 21.58 12.52
Legal and professional charges 38.56 36.98
Donation 8.84 7.45
Total 96.86 80.04

32. Contingent liabilities


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Disputed tax demands / claims:
Sales tax / VAT 94.01 47.55
Income tax 60.35 47.14
Service tax 0.17 0.17
Customs duty 0.31 0.31
Agricultural produce marketing cess 9.69 9.69
Employees state insurance corporation 0.18 0.18
Excise duty on subcontractors 0.54 0.54
Excise duty on CNO dispatches (Refer note below) 685.50 565.62
Excise duty on By-product 4.67 4.67
Claims against the Company not acknowledged as debts 19.66 18.74
Corporate guarantees given to banks on behalf of Broadcast Audience Research Council 0.60 0.60
(BARC)
Amount outstanding towards Letters of Credit - 41.60

177
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

It is not practicable for the Company to estimate the timings of cash outows, if any, in respect of the above pending
resolution of the respective proceedings.

Note:

This contingent liability pertains to a possible obligation in respect of pure coconut oil packs up to 200 ml. This claim has
been contested by the excise department. Based on the various judicial pronouncements, management believes that the
probability of success in the matter is more likely than not and accordingly, the possible excise obligation has been treated as
a contingent liability in accordance with requirements of Accounting Standard (AS) 29 Provisions, Contingent Liability and
Contingent Asset. The possible obligation of R 563.73 Crore (R 443.85 Crore) for the clearances made aer June 3, 2009 (i.e.
the date of issue of Board circular) till March 31, 2016 and R 121.77 Crore (R 121.77 Crore) for clearances made prior to June
3, 2009 has been disclosed as contingent liability to the extent of the time horizon covered by show cause notices issued by
the excise department within the normal period of one year (from the date of clearance) as per the excise laws.

The Company will continue to review this matter during the coming accounting periods based on the developments on the
outcome in the pending cases and the legal advice, that it may receive from time to time.

33. Capital and other commitments


Capital commitments: (r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Estimated amount of contracts remaining to be executed on capital account and not 59.80 14.60
provided for (net of advances)
Total 59.80 14.60

34. The consolidated nancial statements for the year ended March 31, 2016 comprise the audited nancial statements of
Marico Limited, Marico Bangladesh Limited, Marico Middle East FZE, Marico South Africa (Pty) Limited, Marico Egypt Industries
Company, MEL Consumer Care & Partners - Wind, International Consumer Products Corporation, Thuan Phat Foodstu
Joint Stock Company, Marico Consumer Care Limited and Bellezimo Professionale Products Private Limited (eective from
October 21, 2015) and unaudited nancial statements of MBL Industries Limited, Marico South Africa Consumer Care (Pty)
Limited, Marico Malaysia Sdn. Bhd., MEL Consumer Care SAE, Egyptian American Company for Investment and Industrial
Development SAE and Beaut Cosmtique Societ Par Actions (up to May 14, 2015) which have been approved by the
respective Board of Directors of these companies.

35. During the year ended March 31, 2014, Honble High Court of Bombay had approved the Scheme of Capital Reduction vide its
order dated June 21, 2013 in accordance with the provisions of Section 78 (read with Sections 100 to 103) of the Companies
Act, 1956, pertaining in the Companys wholly owned subsidiary, Marico Consumer Care Limited (MCCL). Pursuant to the Capital
Reduction Scheme, intangible assets aggregating R 723.72 Crore, were adjusted against the Share capital to the extent of R
53.96 Crore and securities premium to the extent of R 669.76 Crore. Consequently, in the consolidated nancial statements of
Marico, intangible assets to the extent of R 723.72 Crore were adjusted against Reserves and Surplus. (Refer note 5)

36. During the previous year ended March 31, 2015, pursuant to Schedule II of Companies Act, 2013 (Schedule) becoming
eective April 1, 2014, the Company had applied the useful life of assets as prescribed in the Schedule or the estimated
useful life, whichever is lower, for ascertaining the depreciation expense.

In case of assets which have completed their useful life as at 1st April 2014, [the carrying value (net of residual value) of
which amounted to R 0.83 Crore] R 0.54 Crore (net of tax eect of R 0.29 Crore) had been adjusted in the opening balance of
retained earnings. (Refer note 5)

37. Table (A) & (B) below set forth the funded status of the plan and the amounts relating to provident fund, gratuity and leave
encashment recognized in the Consolidated nancial statements:

178 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

A. Dened Benet plan:


(r in Crore)
Provident Fund Gratuity
I. Actuarial assumptions :
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Discount rate 7.72% 7.89% 3.18% - 11.00% 4.75% - 12.50%
Rate of return on Plan assets* 8.80% 8.75% 0 - 8.80% 0 - 7.89%
Future salary rise** 10% 10% 5 - 14.40% 5 - 12%
Attrition rate 17% 17% 5.25% - 17.50% 5.25% - 17.50%
*The expected rate of return on plan assets is based on expectation of the average long term rate of return expected on
investment of the fund during the estimated term of the obligations.
**The estimates of future salary increases, considered in actuarial valuation, take account of ination, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market. (The expected rate of return on plan
assets is based on the current portfolio of assets, investment strategy and market scenario.)

(r in Crore)

II. Changes in def ined benef it Provident Fund Gratuity


obligations: March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Liability at the beginning of the year 82.31 81.83 23.22 18.36
Interest cost 7.20 6.75 1.65 1.45
Current service cost 6.72 6.02 2.46 2.40
Employee contribution 9.40 8.21 - -
Liability Transferred in 2.82 2.99 - -
Liability Transferred out (3.33) (4.15) - -
Benets paid (10.70) (19.34) (2.63) (1.53)
Actuarial (gain)/loss on obligations - - 1.90 1.62
(Due to change in nancial obligation)
Actuarial (gain)/loss on obligations - - 1.37 0.92
(Due to Experience)
Liability at the end of the year 94.42 82.31 27.98 23.22

(R in Crore)

III. Change in fair value of plan Provident Fund Gratuity


assets : March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Fair value of plan assets at the 85.80 82.59 15.06 13.14
beginning of the year
Expected return on plan assets 7.20 6.75 1.19 1.14
Contributions 16.12 14.24 3.25 1.26
Transfer from other Company 2.82 2.99 - -
Transfer to other Company (3.33) (4.15) - -
Benets paid (10.84) (19.34) (2.17) (1.21)
Actuarial gain/(loss) on plan assets 0.82 2.72 (0.03) 0.73
Fair value of plan assets at the end of 98.59 85.80 17.30 15.06
the year

179
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Provident Fund Gratuity
IV. Actual return on plan assets :
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Expected return on plan assets 7.20 6.75 1.19 1.14
Actuarial gain/(loss) on plan assets 0.82 2.72 (0.03) 0.73
Actual return on plan assets 8.02 9.47 1.16 1.87

(r in Crore)

V. Amount recognized in the Balance Provident Fund Gratuity


Sheet March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Liability at the end of the year - - 27.98 23.22
Fair value of plan assets at the end of 98.59 85.80 17.30 15.06
the year
Present value of benet obligation as (94.42) (82.31) - -
at the end of the period
Dierence 4.17 3.49 10.68 8.16
Unrecognized past service Cost (4.17) (3.49) 1.29 1.43
(Assets) / Liability recognized in the - - 9.39 6.73
Balance Sheet

(r in Crore)
VI. Percentage of each category of Provident Fund Gratuity
plan assets to total fair value of March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
plan assets.
Insurance managed funds - - 100.00% 96.60%
Special deposit scheme, Fixed deposit - - - 3.40%
scheme and others
Central Government securities 24.72% 23.34% - -
State loan/State government 15.43% 17.86% - -
Guaranteed Securities
Public Sector Units 43.94% 46.68% - -
Private Sector Units 7.92% 7.57% - -
Equity/Insurance Managed Funds 3.68% - - -
Others 4.31% 4.55% - -
Total 100.00% 100.00% 100.00% 100.00%

(r in Crore)

VII. Expenses recognized in the Provident Fund Gratuity


Statement of Prot and Loss : March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Current service cost 6.72 6.02 2.46 2.40
Interest cost 7.20 6.75 1.65 1.45
Expected return on plan assets (7.20) (6.75) (1.19) (1.14)
Net actuarial (gain)/loss to be - - 1.40 0.19
recognized
(Income) / Expense recognized in 6.72 6.02 4.32 2.90
the Statement of Prot and Loss

180 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Provident Fund Gratuity
VIII. Balance Sheet reconciliation
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Opening net liability - - 6.73 3.80
(Income) / Expense as above 6.72 6.02 4.32 2.90
Employers contribution (6.72) (6.02) (3.25) (1.26)
Unrecognized past service Cost - - 1.59 1.29
Closing net liability - - 9.39 6.73

(r in Crore)
Gratuity
IX. Experience Adjustments
March 31, 2016 March 31, 2015
On Plan liability (gain) / loss 1.19 1.46
On plan asset (loss) / gain 1.16 0.13

As per actuarial valuation report, expected employers contribution in next year is R 5.07 Crore (R 3.65 Crore) for
gratuity and R 9.57 Crore (R 8.31 Crore) for provident fund.

B. Privileged leave (Compensated absence for employees):


Amount recognized in the Balance Sheet and movements in net liability:
(r in Crore)
Particulars March 31, 2016 March 31, 2015
Opening balance of compensated absences (a) 8.73 6.78
Present value of compensated absences (As per actuarial valuation) as at the year 9.58 8.73
end (b)
(Excess)/ Unfunded liability of Compensated Absences recognized in the Statement 0.85 1.95
of Prot and Loss for the year (a-b)

The privileged leave liability is not funded.

C. Dened contribution plan:


The Company has recognized R 8.57 Crore (R 7.42 Crore) towards contribution to provident fund, R 0.15 Crore (R
0.22 Crore) towards contribution to superannuation fund and R 0.05 Crore (R 0.08 Crore) towards employee state
insurance plan in the Statement of Prot and Loss.

The information in respect of provident fund is provided to the extent available with the Company.

181
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

38.
A. Additional information on assets taken on lease:
The Groups signicant leasing arrangements are in respect of residential ats, oce premises, warehouses, vehicles
etc taken on lease. The arrangements range between 11 months to 9 years and are generally renewable by mutual
consent or mutually agreeable terms. Under these arrangements refundable interest-free deposits have been given.
(r in Crore)
Particulars March 31, 2016 March 31, 2015
Lease rental payments recognized in the Statement of Prot and Loss. 33.57 33.45
In respect of assets taken on non cancellable operating lease:
Lease obligations
Future minimum lease rental payments payable
- not later than one year 24.21 18.86
- later than one year but not later than ve years 55.01 25.00
- later than ve years 20.91 0.16
Total 100.13 44.02

B. Additional information on assets given on lease: (Refer Note 13 (vii))


(r in Crore)
Particulars March 31, 2016 March 31, 2015
Lease rental income recognized in the Statement of Prot and Loss. 0.91 0.64

(r in Crore)
Cost as at Depreciation for Accumulated
Net Book Value
March 31, the year ended Depreciation as
Asset as at March 31,
March 31, at March 31,
2016 2015 2016 2015 2016 2015 2016 2015

Plant and equipment 1.90 0.01 1.74 0.16

Investment Property (Refer note 15 (A)) 32.55 19.13 0.74 0.24 1.88 1.14 30.67 17.99

182 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

39. Derivative transactions


a. The total derivative instruments outstanding as on year end March 31, 2016 are Plain Forwards, Plain Vanilla
Put Option, Cross currency swap and Interest rate swap:

Particulars March 31, 2016 March 31, 2015


Currency Notional Amount Equivalent Notional Amount Equivalent
in Foreign Amount in R Crore in Foreign Amount in R Crore
Currency at the year end * Currency at the year end *
For ward contrac t s
outstanding
Exports: USD 185,000 1.23 - -
Foreign currency loans USD 8,000,000 53.00 - -
Imports USD 6,356,480 42.11 3,789,550 23.68
Imports AUD 951,400 4.83 243,100 1.16
Imports EUR - - 480,000 3.22
O pt i o n s Co nt ra c t s
outstanding
Imports USD 1,920,031 12.72 3,321,040 20.76
Foreign currency loans USD 8,000,000 53.00 - -
Imports AUD 951,400 4.83 574,600 2.73
* Converted into the exchange rate at the respective year end.

Out of the above, the following have been designated as cash ow hedges :

Particulars March 31, 2016 March 31, 2015


Currency Amount in Foreign Fair Value Amount in Foreign Fair Value
Currency Currency
Forward contracts USD 6,541,480 43.60 3,789,550 23.84
Forward contracts AUD 951,400 4.95 243,100 1.16
Forward contracts EUR - - 480,000 3.22
Options contract AUD 951,400 0.45 574,600 0.10
Options contract USD 9,920,031 2.05 3,321,040 0.40

Details of Interest rate swaps which the Company has entered into for hedging its interest rate exposure on
borrowings in foreign currency :

Particulars March 31, 2016 March 31, 2015


Currency Amount in Foreign Fair Value Amount in Foreign Fair Value
Currency Currency
Borrowings in Foreign USD 13,500,000 0.39 21,000,000 1.17
currency

The Cash ows are expected to occur and impact the Statement of Prot and Loss within the period of 1 year
(Previous year: 2 years).

All the derivative contracts entered by the Company were for hedging purpose and not for any speculative purpose.

183
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

b. The Net foreign currency exposures not hedged as at the year end are as under:

Particulars March 31, 2016 March 31, 2015


Currency Amount Equivalent Amount Equivalent
in Foreign Amount in (R in Foreign Amount in (R
Currency Crore) at the Currency Crore) at the
year end* year end*
a. Amount receivable in foreign
currency on account of following :
AED 4,988 0.01 4,988 0.01
CAD 37,610 0.19 - -
- Export of goods EUR 268,292 2.02 - -
GBP (82) (0.01) - -
USD 9,146,400 60.59 7,551,212 47.19
- Others USD - - 85,243 0.53
b. Amount (payable) /receivable
in foreign currency on account of
following :
BDT (1,200,000) (0.10) - -
EUR 10,897 0.08 (95,857) (0.65)
GBP (106,942) (1.02) (158,871) (1.49)
(i) Import of goods and services THB - - (10,117) (0.01)
USD (6,901,953) (45.72) (10,010,824) (62.57)
LKR (1,382,474) (0.06) - -
SGD 121 0.01 (643) (0.01)
CHF 680 0.01 680 0.01
USD - - (139,418) (0.87)
(ii) Capital imports
EUR 12,529 0.09 320,000 2.16
GBP 26,013 0.25 800 0.01
(iii) Loan payables * USD (19,174,399) (127.03) (18,803,136) (117.51)
USD 1,331,953 8.82 414,031 2.59
IDR 46,172,498 0.02 6,823,414 0.01
c. Bank balances GBP 1,429 0.01 5,290 0.05
EUR 249,201 1.88 (5,447) (0.04)
VND 254,298 0.01 254,298 0.01

184 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

Particulars March 31, 2016 March 31, 2015


Currency Amount Equivalent Amount Equivalent
in Foreign Amount in (R in Foreign Amount in (R
Currency Crore) at the Currency Crore) at the
year end* year end*
d. Other receivable / (payable) USD (7,911,430) (52.41) 134,133 0.84
GBP (8,400) (0.08) - -
AED 7,662 0.01 2,382 0.01
BDT 66,720 0.01 (370) (0.01)
SGD 740 0.01 3,940 0.02
IDR (103,763,166) (0.05) (280,018,679) (0.13)
ARS 6,633 0.01 16,500 0.01
AUD (204) (0.01) 2,000 0.01
EUR 2,091 0.02 2,276 0.02
THB - - 752,128 0.14
e. Cash on hand USD 60,746 0.40 6,274 0.04
EUR 100,075 0.75 4,933 0.03
GBP 1,500 0.01 1,190 0.01

* Converted into the exchange rate at the respective year end.

Excludes Loans payable of R 178.87 Crore [USD 27,000,000] (R 262.49 Crore [USD 42,000,000]) assigned to hedging
relationship against highly probable forecast sales. The Cash ows are expected to occur and impact the Statement
of Prot and Loss within the period of 1 year (Previous year : 2 years).

Outstanding hedging contracts assigned against future sales and purchases have been adjusted while calculating
un-hedged foreign currency exposure on overall basis.

c. The Company had, opted for adoption of Accounting Standard 30 Financial Instruments: Recognition and
Measurement to the extent it does not conict with existing mandatory accounting standards and other authoritative
pronouncements. Accordingly, the net unrealised loss of R 25.47 Crore as at March 31, 2016 (R 74.97 Crores as at
March 31, 2015) in respect of outstanding derivative instruments and foreign currency loans at the period end
which qualify for hedge accounting, stands in the Hedge Reserve, which is being recognized in the Statement of
Prot and Loss on occurrence of the underlying transactions or forecast revenue.

185
186
Notes To Consolidated Financial Statements for the year ended March 31, 2016
40
a) The Corporate Governance Committee has granted Stock Appreciation Rights ("STAR") to certain eligible employees pursuant to the Companys Employee Stock
Appreciation Rights Plan, 2011 ("Plan"). The grant price is determined based on a formulae as dened in the Plan. There are schemes under each Plan with
dierent vesting periods. Scheme I, II and III have matured on their respective vesting dates. Under the Plan, the specic employees are entitled to receive a Star
Value which is the excess of the maturity price over the grant price subject to certain conditions. The Plan is administered by Corporate Governance Committee
comprising independent directors.
b) Details of Star Scheme:
Making a dierence for 25 years

Particulars STAR II STAR III STAR IV STAR V STAR VI


Grant Date December 1, 2011 December 1, 2012 December 1, 2012 December 2, 2013 December 2, 2013 August 5, 2015 August 5, 2015 November 4, 2015 December 1, 2015 December 1, 2015
Grant Price (R) 148.53 213.91 213.91 208.96 104.48 104.48 217.46 197.61 203.63 203.63
Vesting Date November 30, 2014 November 30, 2014 November 30, 2015 November 30, 2015 November 30, 2016 November 30, 2016 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2018
As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31
2016 2015 2016 2015 2016 2015 2016 2015 2016* 2015 2016* 2015 2016* 2015 2016* 2015 2016* 2015 2016* 2015

MARICO LIMITED | ANNUAL REPORT 201516


Number of grants outstanding at the - 620,600 - 151,200 897,600 1,074,200 184,100 202,300 1,823,200 1,057,600 - - - - - - - - - -
beginning of the year
Add : Granted during the year - - - - - - - - - - 555,400 - 1,521,600 - 156,200 - 5,400 - 1,723,800 -
Less : Forfeited during the year - 71,100 - 62,700 197,200 176,600 29,900 18,200 408,600 146,000 126,000 - 161,600 - - - - - 21,600 -
Less : Exercised during the year - 549,500 - 88,500 700,400 - 154,200 - - - - - - - - - - - - -
Number of grants at the end of the - - - - - 897,600 - 184,100 1,414,600 911,600 429,400 - 1,360,000 - 156,200 - 5,400 - 1,702,200 -
year

*Numbers are adjusted for 1:1 bonus issued in December 2015 wherever required .
Particulars STAR II STAR III STAR IV STAR V STAR VI
As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31
2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015
Total Provision - - - - - 12.08 - 2.18 15.33 7.19 0.72 - 1.86 - 0.21 - 0.01 - 1.78 -
Less: Accretion in amounts - - - - - 9.93 - 1.33 12.73 4.25 0.55 - 0.82 - 0.07 - 0.01 - 0.40 -
recoverable from the Trust (Also refer
note (c) and (d) below)
Net Provision - - - - - 2.15 - 0.85 2.60 2.94 0.17 - 1.05 - 0.14 - - - 1.37 -
Classied as long-term - - - - - - - - - 2.94 - - 1.05 - 0.14 - - - 1.37 -
Classied as short-term - - - - - 2.15 - 0.85 2.60 - 0.17 - - - - - - - - -

c) The Company has formed Welfare of Mariconians Trust (The Trust) for the implementation of the schemes that are notied or may be notied from time to time by the
Company under the Plan. The Company has advanced R 66.56 Crore (R 28.16 Crore) to the Trust for purchase of the Companys shares under the Plan, of which R 50.59
Crore (R 8.40 Crore) is included under Long term loans and advances (Refer Note 17) and R 15.97 Crore (R 19.76 Crore) under Short term loans and advances (Refer
Note 23). As per the Trust Deed and Trust Rules, upon maturity, the Trust shall sell the Companys shares and hand over the proceeds to the Company. The Company, aer
adjusting the loan advanced and interest thereon (on loan advanced aer April 1, 2013), shall utilize the proceeds towards meeting its STAR Value obligation.
d) The dierence between the market price of the Companys shares as at the year end and the grant price aer adjusting for the dierence between the amounts due from
the Trust and the loan advanced to the Trust is recognized as an expense over the vesting period and accordingly an amount of R 3.33 Crore (R 6.96 Crore) is charged in
the Statement of Prot and Loss (Refer Note 28). The Company has made total provision of R 5.33 Crore (R 5.94 Crore), of which R 2.57 Crore (R 2.94 Crore) is classied as
Long term provisions (Refer Note 8) and R 2.77 Crore (R 3 Crore) under Short term provisions (Refer Note 12).
STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

41 Earnings per share: (Refer note 4 (e))

Particulars As at As at
March 31, 2016 March 31, 2015
Prot for the year as per the Statement of Prot and Loss/ Prot available to 724.78 573.45
equity shareholders (R Crore)
Equity shares outstanding as at the year end 1,290,171,198 644,981,999
Weighted average number of equity shares used as denominator for calculating basic 1,290,164,173 1,290,067,598
earnings per share
Weighted average number of equity shares used as denominator for calculating 1,290,854,382 1,290,760,798
diluted earnings per share
Nominal value per equity share R1 R1
Basic earnings per equity share R 5.62 R 4.45
*Diluted earnings per equity share R 5.61 R 4.44

*Diluted EPS has been calculated aer taking into account options granted to certain eligible employees as referred in note
4(d).

Reconciliation of Basic and Diluted Shares used in computing earnings per share

Particulars As at As at
March 31, 2016 March 31, 2015
Number of shares considered as basic weighted average shares outstanding 1,290,164,173 1,290,067,598
Add: Eect of dilutive stock options 690,209 693,200
Number of shares considered as weighted average shares and potential shares 1,290,854,382 1,290,760,798
outstanding

42 Segment Information
The Consolidated nancial statements of Marico have only one reportable segment- Consumer Products - in terms of
Accounting Standard 17 Segment Reporting. The Group has identied following geographical markets as the secondary
segment.

Geographical Segments Composition


India All over India
International Primarily Middle East, SAARC countries, Egypt, Myanmar, Malaysia, South Africa and Vietnam.

(r in Crore)
Particulars India International Total
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015

Revenue 4,849.23 4,534.75 1,282.80 1,198.23 6,132.04 5,732.98


Carrying amount of assets 1,736.89 1,592.72 377.89 399.81 2,114.78 1,992.53
Capital expenditure 82.61 40.13 13.52 11.37 96.13 51.50

187
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

43 Related Party disclosures


a) Name of related parties and nature of relationship:
i) Subsidiary companies (Refer note 3 (v))
Marico Innovation Foundation

ii) Individual holding directly / indirectly an interest in voting power & their relatives (where transactions have
taken place) - Signicant Inuence

Mr. Harsh Mariwala, Chairman & Non Executive Director


Mr. Rishabh Mariwala, son of Mr.Harsh Mariwala

iii) Key management personnel (KMP):


Mr. Saugata Gupta, Managing Director & CEO

iv) Others - Entities in which above (ii) has signicant inuence and transactions have taken place:
Marico Kaya Enterprises Limited (upto April 18, 2015)
Kaya Limited
Kaya Middle East FZE
b) Transactions during the year
(r in Crore)
Particulars KMP Subsidiary Others
(Referred in (a) (iii) above) (Referred in (a) (i) above) (Referred in (a) (ii) and
(iv) above)
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015

Remuneration / Professional Fees 8.06 6.34 - - 6.36 7.36


Mr.Saugata Gupta (Incentive considered on payment basis) 8.06 6.34 - - - -
Mr.Saugata Gupta (693,200 ESOPs Granted during the - - - - - -
previous year Refer Note 4 (d) and (e))
Mr.Harsh Mariwala (Incentive considered on payment basis - - - - 6.35 7.35
in previous year)
Others - - - - 0.01 0.01

Expenses paid on behalf of related parties - - - - 1.24 1.64

Kaya Limited - - - - 1.06 1.27


Marico Kaya Enterprises Limited - - - - 0.18 0.17
Others - - - - - 0.20

Purchase of Fixed Assets - - - - - 0.01

Kaya Limited - - - - - 0.01


Sale of goods - - - - 0.24 0.19
Kaya Limited - - - - 0.24 0.19
Lease Rental Income - - - - 0.72 0.64
Kaya Limited - - - - 0.71 0.61
Others - - - - 0.01 0.03

188 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars KMP Subsidiary Others
(Referred in (a) (iii) above) (Referred in (a) (i) above) (Referred in (a) (ii) and
(iv) above)
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015

Loans and Advances Recovered - - - - 1.99 3.88


Kaya Limited - - - - 1.64 3.31
Marico Kaya Enterprises Limited - - - - 0.05 0.51
Others - - - - 0.30 0.06
Donation Given - - 2.15 0.44 - -
Marico Innovation Foundation - - 2.15 0.44 - -

Expenses paid by related parties on behalf of Marico Limited - - - - 0.23 0.22

Kaya Middle East FZE - - - - 0.23 0.22


Deposit taken - - - - 0.10 -
Kaya Limited - - - - 0.10 -
Coporate Guarantee Discharged - - - - - 8.00
Kaya Limited - - - - - 8.00

c) Balances as at the year end

(r in Crore)
Particulars KMP and their relatives Subsidiary Others
(Referred in (a) (iii) above) (Referred in (a) (i) above) (Referred in (a) (ii) and
(iv) above)

March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015

Dues payable - - - - - 0.11


Kaya Middle East FZE - - - - - 0.11
Security Deposit payable - - - - 0.10 -
Kaya Limited - - - - 0.10 -
Short term loans and advances - - - - 0.74 0.61
Kaya Limited - - - - 0.74 0.60
Others - - - - - 0.01
Trade Receivable - - - - 0.12 -
Kaya Limited - - - - 0.12 -

189
Making a dierence for 25 years

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

44 Additional Disclosure
Particulars Net Assets i.e. total assets minus total liabilities Share in prot or loss

As a % of consolidated Amount As a % of consolidated Amount


net assets prot or loss
R Crore R Crore
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015 2016 2015

Parent:
Marico Limited 123.89% 128.39% 2,597.70 2,342.88 95.28% 93.21% 701.85 545.14

Subsidiaries:
- Indian:
Marico Consumer Care Limited 1.31% 1.81% 27.38 33.01 0.58% 0.95% 4.24 5.53
- Foreign:
Marico Bangladesh Limited 6.89% 7.53% 144.39 137.49 16.09% 18.12% 118.50 105.97
Marico Bangladesh Industries 0.01% 0.12% 0.25 2.13 0.01% 0.03% 0.04 0.19
Limited
Marico Middle East (7.59%) (7.83%) (159.15) (142.87) (1.03%) (1.31%) (7.61) (7.64)

MEL Consumer Care (0.52%) (0.54%) (10.88) (9.86) (0.30%) (0.21%) (2.18) (1.24)

Pyramid for Modern Industries 4.36% 5.36% 91.45 97.77 0.44% 1.34% 3.27 7.84

Egyptian American Company (0.49%) (0.52%) (10.35) (9.54) (0.26%) (0.16%) (1.92) (0.92)
for Investment and Industrial
Development SAE
Marico South Africa Consumer Care 2.14% 2.82% 44.87 51.52 - - - -

Marico South Africa 1.62% 1.99% 33.91 36.40 0.32% 0.61% 2.36 3.55

MEL Consumer Care & Partners - (1.50%) (1.60%) (31.42) (29.20) (0.76%) (2.53%) (5.58) (14.78)
Wind
Marico Malaysia Sdn Bhd 0.01% 0.02% 0.25 0.30 (0.01%) (0.34%) (0.06) (2.00)

International Consumer Product 3.42% 1.22% 71.63 22.21 5.56% 7.71% 40.97 45.12
Corporation
Beaute Cosmetique Societe Par - 0.46% - 8.36 (0.13%) (0.12%) (0.93) (0.72)
Actions
Thuan Phat Foodstu Joint Stock 0.64% 0.75% 13.43 13.60 (0.07%) 0.38% (0.49) 2.23
Company
Jointly Controlled Entity:
- Indian:
Bellezimo Professionale Products 0.01% - 0.23 - (0.07%) - (0.53) -
Private Limited

Sub Total 2,813.69 2,554.20 851.94 688.27

190 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Consolidated Financial Statements for the year ended March 31, 2016

Particulars Net Assets i.e. total assets minus total liabilities Share in prot or loss

As a % of consolidated Amount As a % of consolidated Amount


net assets prot or loss
R Crore R Crore
March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015 2016 2015

Intercompany Elimination and (34.19%) (39.97%) (716.85) (729.42) (15.66%) (17.68%) (115.32) (103.39)
Consolidation Adjustments

Grand Total: 2,096.84 1,824.78 736.62 584.88

Minority Interest in all subsidiaries 0.68% 0.75% 14.32 13.65 1.61% 1.95% 11.84 11.43

45 Previous year gures :


a) Previous year gures have been re-grouped and reclassied wherever necessary to conform to this years classication.
b) The gures in brackets mentioned in statement of the notes represent those of the previous year.

As per our attached report of even date

For Price Waterhouse For and on behalf of the Board of Directors


Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

191
192
Form AOC - 1
Statement containing salient features of the nancials statements of subsidiaries
Pursuant to rst proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014
Sr. Name of the subsidiary Reporting Exchange Reporting Period Share Reserves Total Assets Total Liabil- Details of Turnover Prot /( Loss) Provision Prot / Proposed Divi- % of
No. company Currency Rate Capital ities Investment Before Tax for Tax (Loss) dend including Share-
(Excluding Aer Tax Dividend holding
Investment declared during
in Subsidiar- the year
ies)

Marico Bangladesh BDT 31.50 139.37 346.68 175.81 139.82 733.93 192.41 51.01 141.41 141.75 90%
1 March 31, 2016
Making a dierence for 25 years

Limited Rs. 0.845 26.62 117.77 292.95 148.56 118.15 620.17 162.59 43.10 119.49 119.78
BDT 0.10 0.20 3.33 3.03 0.00 0.00 0.32 0.12 0.20 2.40 100%
2 MBL Industries Limited September 30, 2015
Rs. 0.845 0.08 0.17 2.82 2.56 0.00 0.00 0.27 0.10 0.17 2.03
Marico Consumer Care Rs. N.A. 20.66 6.72 27.74 0.36 24.81 7.24 6.43 2.19 4.24 9.87 100%
3 March 31, 2016
Limited Rs. 1.000 20.66 6.72 27.74 0.36 24.81 7.24 6.43 2.19 4.24 9.87
AED 2.20 -11.02 4.06 12.88 0.00 16.73 -0.43 0.00 -0.43 0.00 100%
4 Marico Middle East FZE March 31, 2016
Rs. 18.037 39.68 -198.83 73.17 232.32 0.00 301.83 -7.71 0.00 -7.71 0.00

MARICO LIMITED | ANNUAL REPORT 201516


MEL Consumer Care EGP 0.03 -1.48 8.27 9.73 0.00 0.00 -0.26 0.00 -0.26 0.00 100%
5 March 31, 2016
SAE Rs. 7.465 0.19 -11.06 61.75 72.63 0.00 0.00 -1.94 0.00 -1.94 0.00
Egyptian Americal EGP 0.69 -1.86 0.62 1.79 0.00 0.00 -0.14 0.04 -0.10 0.00 100%
Investment and
6 December 31, 2015
Industrial Development Rs. 7.465 5.14 -13.87 4.66 13.38 0.00 0.00 -1.08 0.31 -0.77 0.00
Company
Marico South Africa ZAR 6.01 4.00 10.31 0.31 0.00 0.00 0.00 0.00 0.00 0.00 100%
7 Consumer Care (Pty) March 31, 2016
Limited Rs. 4.486 26.94 17.93 46.26 1.39 0.00 0.00 0.00 0.00 0.00 0.00

Marico South Africa ZAR 5.48 2.07 10.54 2.98 0.00 20.00 0.69 0.20 0.49 0.00 100%
8 March 31, 2016
(Pty) Limited Rs. 4.486 24.60 9.31 47.28 13.37 0.00 89.70 3.11 0.90 2.21 0.00
Marico Egypt Industries EGP 1.23 11.15 16.24 3.85 3.22 10.75 0.70 0.11 0.59 0.00 100%
9 December 31, 2015
Company Rs. 7.465 9.17 83.27 121.21 28.77 24.04 80.24 5.22 0.81 4.41 0.00
Marico Malaysia Sdn. MYR 1.77 -1.75 0.03 0.01 0.00 0.00 -0.00 0.00 -0.00 0.00 100%
10 March 31, 2016
Bhd Rs. 16.989 30.00 -29.76 0.49 0.25 0.00 0.01 -0.06 0.00 -0.06 0.00
International Consumer VND 11,217.76 10,330.11 39,033.99 17,486.12 341.56 105,902.84 16,481.38 2,592.40 13,888.98 0.00 100%
11 March 31, 2016
Products Corporation Rs. 0.00297 33.32 30.68 115.93 51.93 1.01 314.53 48.95 7.70 41.25 0.00
Thuan Phat Foodstu VND 3,140.00 1,382.80 6,253.35 1,730.55 0.00 13,747.05 -167.68 -2.11 -165.57 0.00 99.99%
12 March 31, 2016
Joint stock Company Rs. 0.00297 9.33 4.11 18.57 5.14 0.00 40.83 -0.50 -0.01 -0.49 0.00
Marico Innovation Rs. N.A. 0.00 -0.15 0.41 0.56 0.00 1.57 -0.06 0.00 -0.06 0.00 100%
13 March 31, 2016
Foundation Rs. 1.000 0.00 -0.15 0.41 0.56 0.00 1.57 -0.06 0.00 -0.06 0.00
Notes:
1) % of Shareholding includes direct and indirect holding through subsidiary.
2) The amounts given in the table above are from the annual accounts made for the respective nancial year end for each of the companies.
3) The Indian rupee equivalents of the gures given in foreign currencies in the accounts of the subsidiary companies, have been given based on the exchange rates as on March 31, 2016
4) There are no subsidiaries which are yet to commence operations. Halite Personal Care Private Limited (Halite), a step down subsidiary of the Company which has not been included in the above statement is under
voluntary liquidation and has concluded nal distribution of its assets. Further, International Consumer Product Corporation a subsidiary of the Company has divested its entire stake in Beaute Cosmetique Societe Par
Actions (BCS) on May 14, 2015.
5) The Marico Innovation Foundation (MIF), a Company incorporated under Section 25 of the Companies Act, 1956, is a wholly owned subsidiary of the Company. Since MIF cannot transfer funds to Marico Limited, it has
not been considered for consolidation in accordance with Accounting Standard 21 (AS 21) Consolidated Financial Statements.
STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Part B : Associates & Joint Ventures


Statement pursuant to section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures.

(r in Crore)

Name of Joint Venture Bellezimo Professionale Products Pvt.


Ltd.
1. Latest audited Balance Sheet March 31, 2016
2.Shares of Joint Venture held by the company on the year end
- Number 0.14
- Amount of Investment In Associates/Joint Venture 1.35
- Extend of Holding 45%

3.Description of how there is signicant inuence Joint venture agreement


4.Reason why the joint venture is not consolidated Not Applicable
5.Networth attributable to shareholding as per latest audited Balance Sheet 0.22

6.Prot/Loss for the year


i. Considered in consolidation (0.53)
ii. Not Considered in consolidation (1.31)

Note: a) Refer note 3(iii) of the consolidated nancial statements for information on joint venture

1. Names of Associates or joint ventures which are yet to commence operations- Nil

2. Names of Associates or joint ventures which have been liquidated or sold during the year.- Nil

For and On behalf of Board of Directors

Harsh Mariwala Chairman and Non-Executive Director

Saugata Gupta Managing Director and CEO

Vivek Karve Chief Financial Ocer

Surender Sharma Head Legal-International Business & Company Secretary

Place : Mumbai
Date : April 29, 2016

193
Making a dierence for 25 years

Independent Auditors Report

To the Members of Marico Limited 5. We conducted our audit in accordance with the Standards
on Auditing specied under Section 143(10) of the Act and
Report on the Standalone Financial Statements
other applicable authoritative pronouncements issued by
1. We have audited the accompanying standalone nancial the Institute of Chartered Accountants of India. Those
statements of Marico Limited (the Company), which Standards and pronouncements require that we comply
comprise the Balance Sheet as at March 31, 2016, the with ethical requirements and plan and perform the
Statement of Prot and Loss, the Cash Flow Statement audit to obtain reasonable assurance about whether the
for the year then ended and a summary of the signicant nancial statements are free from material misstatement.
accounting policies and other explanatory information.
6. An audit involves performing procedures to obtain audit
Managements Responsibility for the Standalone evidence about the amounts and the disclosures in the
Financial Statements nancial statements. The procedures selected depend
on the auditors judgment, including the assessment
2. The Companys Board of Directors is responsible for
of the risks of material misstatement of the nancial
the matters stated in Section 134(5) of the Companies
statements, whether due to fraud or error. In making
Act, 2013 (the Act) with respect to the preparation of
those risk assessments, the auditor considers internal
these standalone nancial statements to give a true and
nancial control relevant to the Companys preparation
fair view of the nancial position, nancial performance
of the nancial statements that give a true and fair view,
and cash ows of the Company in accordance with the
in order to design audit procedures that are appropriate
accounting principles generally accepted in India, including
in the circumstances. An audit also includes evaluating
the Accounting Standards specied under Section 133 of
the appropriateness of the accounting policies used and
the Act, read with Rule 7 of the Companies (Accounts)
the reasonableness of the accounting estimates made by
Rules, 2014 and Accounting Standard 30, Financial
the Companys Directors, as well as evaluating the overall
Instruments: Recognition and Measurement issued by the
presentation of the nancial statements.
Institute of Chartered Accountants of India to the extent
it does not contradict any other accounting standard 7. We believe that the audit evidence we have obtained is
referred to in Section 133 of the Act read with Rule 7 of sucient and appropriate to provide a basis for our audit
Companies (Accounts) Rules, 2014. This responsibility opinion on the standalone nancial statements.
also includes maintenance of adequate accounting
Opinion
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for 8. In our opinion and to the best of our information and
preventing and detecting frauds and other irregularities; according to the explanations given to us, the aforesaid
selection and application of appropriate accounting standalone nancial statements give the information
policies; making judgments and estimates that are required by the Act in the manner so required and give
reasonable and prudent; and design, implementation and a true and fair view in conformity with the accounting
maintenance of adequate internal nancial controls, that principles generally accepted in India, of the state of
were operating eectively for ensuring the accuracy and aairs of the Company as at March 31, 2016, and its prot
completeness of the accounting records, relevant to the and its cash ows for the year ended on that date.
preparation and presentation of the nancial statements
Report on Other Legal and Regulatory Requirements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error. 9. As required by the Companies (Auditors Report) Order,
2016, issued by the Central Government of India in terms
Auditors Responsibility
of sub-section (11) of Section 143 of the Act (hereinaer
3. Our responsibility is to express an opinion on these referred to as the Order), and on the basis of such
standalone nancial statements based on our audit. checks of the books and records of the Company as we
considered appropriate and according to the information
4. We have taken into account the provisions of the Act
and explanations given to us, we give in the Annexure B a
and the Rules made thereunder including the accounting
statement on the matters specied in paragraphs 3 and 4
standards and matters which are required to be included
of the Order.
in the audit report.

194 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

10. As required by Section 143 (3) of the Act, we report that: (g) With respect to the other matters to be included
in the Auditors Report in accordance with Rule 11
(a) We have sought and obtained all the information
of the Companies (Audit and Auditors) Rules, 2014,
and explanations which to the best of our
in our opinion and to the best of our knowledge
knowledge and belief were necessary for the
and belief and according to the information and
purposes of our audit.
explanations given to us:
(b) In our opinion, proper books of account as required
i. The Company has disclosed the impact, if any,
by law have been kept by the Company so far as it
of pending litigations as at March 31, 2016 on
appears from our examination of those books.
its nancial position in its standalone nancial
(c) The Balance Sheet, the Statement of Prot and statements Refer Note 29.
Loss and the Cash Flow Statement dealt with by
ii. The Company has made provision as at March
this Report are in agreement with the books of
31,2016, as required under the applicable law or
account.
accounting standards, for material foreseeable
(d) In our opinion, the aforesaid standalone nancial losses, if any, on long-term contracts including
statements comply with the Accounting Standards derivative contracts Refer Note 37.
specied under Section 133 of the Act, read with
iii. There were no amounts which were required to
Rule 7 of the Companies (Accounts) Rules, 2014.
be transferred to the Investor Education and
(e) On the basis of the written representations Protection Fund by the Company during the year
received from the directors as on March 31, 2016 ended March 31, 2016.
taken on record by the Board of Directors, none of
the directors is disqualied as on March 31, 2016 For Price Waterhouse
from being appointed as a director in terms of Firm Registration Number: 301112E
Section 164 (2) of the Act.
Chartered Accountants
(f) With respect to the adequacy of the internal
nancial controls over nancial reporting of the Uday Shah
Company and the operating eectiveness of
Place: Mumbai Partner
such controls, refer to our separate Report in
Date: April 29, 2016 Membership Number: 46061
Annexure A.

195
Making a dierence for 25 years

Annexure A to Independent Auditors


Report
Referred to in paragraph 10(f) of the Independent Auditors Report of even date to the members of Marico Limited
on the standalone nancial statements for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) requirements and plan and perform the audit to obtain
of Sub-section 3 of Section 143 of the Act reasonable assurance about whether adequate internal
nancial controls over nancial reporting was established
1. We have audited the internal nancial controls over
and maintained and if such controls operated eectively
nancial reporting of Marico Limited (the Company)
in all material respects.
as of March 31, 2016 in conjunction with our audit of
the standalone nancial statements of the Company for 4. Our audit involves performing procedures to obtain audit
the year ended on that date. evidence about the adequacy of the internal nancial
controls system over financial reporting and their
Managements Responsibility for Internal Financial
operating eectiveness. Our audit of internal nancial
Controls
controls over financial reporting included obtaining
2. The Companys management is responsible for an understanding of internal nancial controls over
establishing and maintaining internal nancial controls nancial reporting, assessing the risk that a material
based on the internal control over nancial reporting weakness exists, and testing and evaluating the design
criteria established by the Company considering the and operating eectiveness of internal control based
essential components of internal control stated in the on the assessed risk. The procedures selected depend
Guidance Note on Audit of Internal Financial Controls Over on the auditors judgement, including the assessment
Financial Reporting issued by the Institute of Chartered of the risks of material misstatement of the nancial
Accountants of India (ICAI). These responsibilities statements, whether due to fraud or error.
include the design, implementation and maintenance of
5. We believe that the audit evidence we have obtained
adequate internal nancial controls that were operating
is sucient and appropriate to provide a basis for our
eectively for ensuring the orderly and ecient conduct
audit opinion on the Companys internal nancial controls
of its business, including adherence to companys
system over nancial reporting.
policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and Meaning of Internal Financial Controls Over Financial
completeness of the accounting records, and the timely Reporting
preparation of reliable nancial information, as required
6. A companys internal nancial control over nancial
under the Act.
reporting is a process designed to provide reasonable
Auditors Responsibility assurance regarding the reliability of nancial reporting
and the preparation of nancial statements for external
3. Our responsibility is to express an opinion on the
purposes in accordance with generally accepted
Companys internal financial controls over financial
accounting principles. A companys internal nancial
reporting based on our audit. We conducted our audit
control over nancial reporting includes those policies
in accordance with the Guidance Note on Audit of
and procedures that (1) pertain to the maintenance of
Internal Financial Controls Over Financial Reporting (the
records that, in reasonable detail, accurately and fairly
Guidance Note) and the Standards on Auditing deemed
reect the transactions and dispositions of the assets
to be prescribed under Section 143(10) of the Act to the
of the company; (2) provide reasonable assurance
extent applicable to an audit of internal nancial controls,
that transactions are recorded as necessary to permit
both applicable to an audit of internal nancial controls
preparation of financial statements in accordance
and both issued by the ICAI. Those Standards and the
with generally accepted accounting principles, and
Guidance Note require that we comply with ethical

196 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

that receipts and expenditures of the company are Opinion


being made only in accordance with authorisations of
8. In our opinion, the Company has, in all material respects,
management and directors of the company; and (3)
an adequate internal nancial controls system over
provide reasonable assurance regarding prevention or
nancial reporting and such internal nancial controls
timely detection of unauthorised acquisition, use, or
over nancial reporting were operating eectively as
disposition of the companys assets that could have a
at March 31, 2016, based on the internal control over
material eect on the nancial statements.
nancial reporting criteria established by the Company
Inherent Limitations of Internal Financial Controls considering the essential components of internal control
Over Financial Reporting stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute
7. Because of the inherent limitations of internal nancial
of Chartered Accountants of India.
controls over nancial reporting, including the possibility
of collusion or improper management override of
controls, material misstatements due to error or fraud For Price Waterhouse

may occur and not be detected. Also, projections of any Firm Registration Number: 301112E

evaluation of the internal nancial controls over nancial Chartered Accountants

reporting to future periods are subject to the risk that


the internal nancial control over nancial reporting may Uday Shah

become inadequate because of changes in conditions, Place: Mumbai Partner

or that the degree of compliance with the policies or Date: April 29, 2016 Membership Number: 46061

procedures may deteriorate.

197
Making a dierence for 25 years

Annexure B to Independent Auditors


Report
Referred to in paragraph 9 of the Independent Auditors Report of even date to the members of Marico Limited on
the standalone nancial statements as of and for the year ended March 31, 2016.

i. (a) The Company is maintaining proper records vi. Pursuant to the rules made by the Central Government of
showing full particulars, including quantitative India, the Company is required to maintain cost records
details and situation, of xed assets. as specied under Section 148(1) of the Act in respect of
its certain products. We have broadly reviewed the same,
(b) The xed assets are physically veried by the
and are of the opinion that, prima facie, the prescribed
Management according to a phased programme
accounts and records have been made and maintained.
designed to cover all the items over a period
We have not, however, made a detailed examination of
of 2 years which, in our opinion, is reasonable
the records with a view to determine whether they are
having regard to the size of the Company and the
accurate or complete.
nature of its assets. Pursuant to the programme,
vii. (a) According to the information and explanations
a portion of the xed assets has been physically
given to us and the records of the Company
veried by the Management during the year and no
examined by us, in our opinion, the Company is
material discrepancies have been noticed on such
regular in depositing the undisputed statutory
verication.
dues, including provident fund, employees state
(c) The title deeds of immovable properties, as insurance, income tax, sales tax, service tax, duty
disclosed in Note 12 on xed assets to the nancial of customs, duty of excise, value added tax, cess
statements, are held in the name of the Company. and other material statutory dues, as applicable,
with the appropriate authorities.
ii. The physical verication of inventory including stocks
with third parties have been conducted at reasonable (b) According to the information and explanations
intervals by the Management during the year. Further given to us and the records of the Company
in respect of inventory lying with third parties, these examined by us, the particulars of dues of income
have also substantially been confirmed by them. tax, sales tax, value added tax, service tax, duty of
The discrepancies noticed on physical verication of customs and duty of excise, as at March 31, 2016
inventory as compared to book records were not material which have not been deposited on account of a
and have been appropriately dealt with in the books of dispute, are as follows:
accounts.
Name of the Nature of dues Amount Period to which Forum where
iii. The Company has not granted any loans, secured statute (R in Crores) the amount the dispute is
relates pending
or unsecured, to companies, firms, Limited Liability
Partnerships or other parties covered in the register The Central sales Sales tax including 2.94 Various years Additional
Tax Act and Local interest and Commissioner
maintained under Section 189 of the Act. Therefore, the Sales Tax / value penalty as - Sales Tax
added tax applicable Appeals
provisions of Clause 3(iii)(a), (iii)(b) and (iii)(c) of the said
Order are not applicable to the Company. 0.84 Various years Deputy
Commissioner
- Sales Tax
iv. In our opinion, and according to the information and Appeals
explanations given to us, the Company has complied
10.3 Various years Joint
with the provisions of Section 186 of the Companies Act, Commissioner
sales tax
2013 in respect of the loans and investments made, and (Appeals)
guarantees and security provided by it. The Company
4.15 Various years Sales Tax
has not granted any loans or made any investments, Tribunal
or provided any guarantees or security to the parties
0.11 Various years High Court
covered under Section 185 of the Companies Act, 2013.
0.01 1999-2000 Supreme Court
v. The Company has not accepted any deposits from the
public within the meaning of Sections 73, 74, 75 and The Indian Redemption ne 0.03 2002-2004 Customs Excise
Customs Act, and penalty and Service
76 of the Act and the Rules framed there under to the 1962 Tax Appellate
Tribunal
extent notied.

198 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Name of the Nature of dues Amount Period to which Forum where


mandated by the provisions of Section 197 read with
statute (R in Crores) the amount the dispute is Schedule V to the Act.
relates pending

The Indian Customs duty 0.01 2008 Assistant


xii. As the Company is not a Nidhi Company and the Nidhi
Customs Act, Commissioner of Rules, 2014 are not applicable to it, the provisions
1962 Customs
of Clause 3(xii) of the Order are not applicable to the
The Central Excise duty 4.67 June 2010 to Customs Excise Company.
Excise Act, 1964 March 2014 and Service
Tax Appellate
Tribunal xiii. The Company has entered into transactions with related
parties in compliance with the provisions of Sections
The Finance Act, Service tax 0.17 2005-10 Commissioner of
1994 Customs, Central 177 and 188 of the Act. The details of such related
Excise and
Service tax.
party transactions have been disclosed in the nancial
statements as required under Accounting Standard (AS)
Income Tax Act, Income tax 9.61 Assessment Income Tax
1961 year Appellate
18, Related Party Disclosures specied under Section
2009-10 Tribunal 133 of the Act, read with Rule 7 of the Companies
Income Tax Act, Income tax 11.87 Assessment Commissioner (Accounts) Rules, 2014.
1961 year of Income Tax
2010-11 (Appeals) xiv. The Company has not made any preferential allotment or
private placement of shares or fully or partly convertible
viii. According to the records of the Company examined by
debentures during the year under review. Accordingly,
us and the information and explanation given to us,
the provisions of Clause 3(xiv) of the Order are not
the Company has not defaulted in repayment of loans
applicable to the Company.
or borrowings to any nancial institution or bank or
Government as at the balance sheet date. The Company xv. The Company has not entered into any non-cash
has not issued any debentures. transactions with its directors or persons connected
with him. Accordingly, the provisions of Clause 3(xv) of
ix. The Company has not raised any moneys by way of
the Order are not applicable to the Company.
initial public offer, further public offer (including debt
instruments) and term loans. Accordingly, the provisions of xvi. The Company is not required to be registered under
Clause 3(ix) of the Order are not applicable to the Company Section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, the provisions of Clause 3(xvi) of the Order
x. During the course of our examination of the books and
are not applicable to the Company.
records of the Company, carried out in accordance with
the generally accepted auditing practices in India, and
For Price Waterhouse
according to the information and explanations given
to us, we have neither come across any instance of Firm Registration Number: 301112E
material fraud by the Company or on the Company by Chartered Accountants
its ocers or employees, noticed or reported during the
year, nor have we been informed of any such case by the Uday Shah
Management.
Place: Mumbai Partner
xi. The Company has paid/ provided for managerial Date: April 29, 2016 Membership Number: 4606
remuneration in accordance with the requisite approvals

199
Making a dierence for 25 years

Balance Sheet
as at March 31, 2016
(r in Crore)
Particulars As at March 31,
Note
2016 2015
I. Equity and Liabilities
Shareholders Fund
Share Capital 3 129.02 64.50
Reserves and Surplus 4 2,468.66 2,278.39
2,597.68 2,342.89
Non-current Liabilities
Long-term borrowings 5 - 168.74
Deferred tax liabilities (Net) 6 9.17 12.25
Long-term provisions 7 2.14 1.70
11.31 182.69
Current Liabilities
Short-term borrowings 8 25.83 8.64
Trade payables 9
- Total outstanding dues of Micro enterprises and small enterprises 16.08 7.33
- Total outstanding dues of creditors other than Micro enterprises and
467.44 397.05
small enterprises
Other current liabilities 10 314.11 233.38
Short-term provisions 11 60.19 59.08
883.65 705.48
Total 3,492.64 3,231.06

II. Assets
Non-current Assets
Fixed assets
Tangible assets 12 (A) and (C) 436.18 458.00
Intangible assets 12 (B) and (D) 17.95 23.56
Capital work-in-progress 36.54 2.07
490.67 483.63
Non-current investments 13 1,152.74 1,128.86
Long-term loans and advances 14 110.06 69.19
Other non-current assets 15 58.13 120.67
1,811.60 1,802.35
Current Assets
Current investments 16 337.98 206.18
Inventories 17 767.56 791.59
Trade receivables 18 192.10 130.55
Cash and bank balances 19 134.54 96.97
Short-term loans and advances 20 221.71 170.32
Other current assets 21 27.15 33.10
1,681.04 1,428.71
Total 3,492.64 3,231.06
The Company and nature of its operations 1
Summary of signicant accounting policies 2

The accompanying notes are an integral part of these nancial statements.


As per our attached report of even date.

For Price Waterhouse For and on behalf of the Board of Directors


Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

200 MARICO LIMITED | ANNUAL REPORT 201516


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Statement of Prot and Loss


for the year ended March 31, 2016
(R in Crore)
Particulars Note Year ended March 31,
2016 2015
Revenue:
Revenue from operations (Gross) 22 4,954.50 4,689.45
Less : Excise duty 7.13 8.25
Revenue from operations (Net) 4,947.37 4,681.20
Other income 23 190.86 140.80
Total Revenue 5,138.23 4,822.00
Expenses:
Cost of materials consumed 24 (A) 2,478.34 2,675.89
Purchases of stock-in-trade 24 (B) 79.95 134.71
Changes in inventories of nished goods, work-in-progress and stock-in-trade - 24 (C) 37.06 (94.87)
(increase) / decrease
Employee benets expenses 25 217.35 197.17
Finance costs 26 14.78 16.97
Depreciation, amortisation and impairment 27 74.25 54.75
Other expenses 28 1,292.40 1,106.34
Total Expenses 4,194.13 4,090.96
Prot Before Tax 944.10 731.04
Tax Expense:
Current Tax 188.79 151.30
MAT credit utilisation 56.53 34.78
Net current tax 245.32 186.08
Deferred tax (3.08) (0.21)
242.24 185.87
Prot for the year 701.86 545.17
Earnings per equity share (Nominal value per share R 1 (R1)) 38
Basic (Refer note 3(e)) R 5.44 R 4.23
Diluted (Refer note 3(e)) R 5.44 R 4.23
The Company and nature of its operations 1
Summary of signicant accounting policies 2

The accompanying notes are an integral part of these nancial statements.


As per our attached report of even date.

For Price Waterhouse For and on behalf of the Board of Directors


Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

201
Making a dierence for 25 years

Cash Flow Statement


For the year ended March 31, 2016

(r in Crore)
Particulars For the year ended March 31,
2016 2015
A CASH FLOW FROM OPERATING ACTIVITIES
PROFIT BEFORE TAX 944.10 731.04
Adjustments for:
Depreciation, amortisation and impairment 74.25 54.75
Finance costs 14.78 16.97
Interest income (20.03) (7.54)
Loss / (Prot) on sale of assets - (net) (9.13) 1.45
(Prot) / Loss on sale of current investments (net) (1.94) (12.28)
Dividend income on current investments (139.16) (105.85)
Employees stock option charge/ (reversal) 3.79 3.27
Excess Provision no longer required written back (4.97) (4.32)
Stock appreciation rights expenses 0.63 2.22
Provision for doubtful debts, advances, deposits and others 1.96 0.25
(79.82) (51.08)

Operating prot before working capital changes 864.28 679.96


Adjustments for:
(Increase)/ decrease in inventories 24.03 (127.63)
(Increase)/ decrease in trade receivables (61.63) 17.65
(Increase)/ decrease in loans and advances, other current and non-current assets and (65.45) (4.05)
other bank balances
Increase/( decrease) in current liabilities and provisions 88.38 137.59
Changes in working capital (14.67) 23.56
Cash generated from Operations 849.61 703.52
Taxes paid (net of refunds) (192.88) (151.47)
NET CASH GENERATED FROM OPERATING ACTIVITIES 656.73 552.05
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of xed assets (84.68) (63.78)
Sale of xed assets 13.51 0.26
Purchase of investments (139.85) (181.69)
Sale of investments - 225.48
Investment in Jointly Controlled Entity (1.35) -
Inter-corporate deposits placed (Net) (32.50) (45.00)
(Advance to) / Refund received from WEOMA Trust (38.40) 8.15
Loans and advances repaid by related parties (1.17) 4.48
Dividend income received from current investment 139.16 105.85
Interest received 15.12 5.83
NET CASH (OUTFLOW)/ INFLOW FROM INVESTING ACTIVITIES (130.16) 59.58

202 MARICO LIMITED | ANNUAL REPORT 201516


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Cash Flow Statement


For the year ended March 31, 2016

(r in Crore)
Particulars For the year ended March 31,
2016 2015
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of Share capital (net of Share issue expenses) 0.51 0.60
Issue / (redemption) of debentures - (43.65)
Other borrowings (repaid) / taken (net) (16.93) (264.50)
Finance charges paid (15.04) (17.29)
Equity dividend paid (inclusive of dividend distribution tax) (500.86) (287.31)
NET CASH (OUTFLOW) / INFLOW FROM FINANCING ACTIVITIES (532.32) (612.15)
D NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) (5.75) (0.52)
E Cash and cash equivalents - opening balance (as at April 1) (Refer note 19) 14.95 15.47
F Cash and cash equivalents - closing balance (as at March 31) (Refer note 19) 9.20 14.95

Notes

1 The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard 3
(AS 3) Cash Flow Statements.
2 The gures for the previous year have been regrouped where necessary to conform to current years classication.

3 The Notes referred to above form an integral part of the nancial statements.

As per our attached report of even date.

For Price Waterhouse For and on behalf of the Board of Directors


Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

203
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

1. The Company and nature of its operations: to make estimates and assumptions that aect
Marico Limited (Marico or the Company), headquartered the reported balances of assets and liabilities
in Mumbai, Maharashtra, India, carries on business in and disclosures relating to contingent assets and
branded consumer products. Marico manufactures and liabilities as at the date of the nancial statements
markets products under brands such as Parachute, and reported amounts of income and expenses
Parachute Advansed, Nihar, Nihar Naturals, Saola, during the period. Examples of such estimates
Hair & Care, Revive, Mediker, Livon, Set-wet and Code include provisions for doubtful debts, future
10 etc. Maricos products reach its consumers through obligations under employee retirement benet
retail outlets serviced by Maricos distribution network plans, income taxes, the useful lives and provision
comprising regional oces, carrying & forwarding agents, for impairment of xed assets and intangible
redistribution centers and distributors spread all over assets.
India. Management believes that the estimates used in
2. Summary of signicant accounting policies: the preparation of nancial statements are prudent
and reasonable. Future results could dier from
(a) Basis of preparation of nancial statements these estimates.

These nancial statements have been prepared in (c) Tangible assets, intangible assets and capital
accordance with the Generally Accepted Accounting work-in-progress
Principles (GAAP) in India under the historical Tangible assets and intangible assets are stated at
cost convention on accrual basis. Pursuant to cost of acquisition, less accumulated depreciation/
Section 133 of Companies Act, 2013 read with amortisation and impairments, if any. Cost includes
Rule 7 of the Companies (Accounts) Rules, 2014 taxes, duties, freight and other incidental expenses
till the standards of accounting or any addendum related to acquisition and installation. Borrowing
thereto are prescribed by the Central Government costs attributable to acquisition, construction of
in consultation and recommendation of the qualifying asset are capitalized until such time as
National Financial Reporting Authority, the existing the assets are substantially ready for their intended
Accounting Standards notied under the Companies use. Other pre-operative expenses for major
Act, 1956 shall continue to apply. Consequently, projects are also capitalised, where appropriate.
these nancial statements have been prepared to
comply in all material aspects with the accounting Items of xed assets that have been retired from
standards notied under Section 211(3C) of the active use and are held for disposal are stated
Companies Act, 1956 [Companies (Accounting at lower of their net book value or net realizable
Standards) Rules, 2006, as amended] and other value and are shown separately in the nancial
relevant provisions of the Companies Act, 2013. statements. Any expected loss is recognized
immediately in the Statement of Prot and Loss.
All assets and liabilities have been classied as
current or non-current as per the Companys normal Capital work-in-progress comprises cost of xed
operating cycle and other criteria set out in the assets that are not yet ready for their intended use
Revised Schedule III to the Companies Act, 2013. at the year end.
Based on the nature of the product and the time
between the acquisition of assets for processing (d) Depreciation and amortisation
and their realisation in cash and cash equivalents, I. Tangible assets
the Company has ascertained its operating cycle
(i) Depreciation is provided on a straight
as 12 months for the purpose of current or non-
line basis, based on useful life of the
current classication of assets and liabilities.
assets prescribed in Schedule II to the
Companies Act, 2013.
(b) Use of estimates
However based on the technical
The preparation of the nancial statements in evaluation, the useful life considered for
conformity with GAAP requires the Management

204 MARICO LIMITED | ANNUAL REPORT 201516


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Notes
To Financial Statements for the year ended March 31, 2016

the following items is lower than the life (f) Assets given on lease
stipulated in Schedule II to the Companies
In respect of Plant and equipment and Investment
Act, 2013:
property given on operating lease basis, lease
Assets Useful Life rentals are accounted on accrual basis in accordance
(Years) with the respective lease agreements.
Motor Vehicle Motor Car, Bus and Lorries, Motor 5
(g) Investments
Cycle, Scooter
Oce equipment - Mobile and Communication tools 2 (i) Long term investments are valued at cost.
Provision for diminution, if any, in the value of
Computer Server and Network 3
investments is made to recognise a decline in
Plant & Machinery Moulds 3 to 5
value, other than temporary.

(ii) Extra shi depreciation is provided on (ii) Current investments are valued at lower of
Plant basis. cost and fair value, computed individually for
each investment. In case of investments in
(iii) Assets individually costing R 25,000 or
mutual funds which are unquoted, net asset
less are depreciated fully in the year of
value is taken as fair value.
acquisition.
(iv) Leasehold land is amortized over the (iii) Investment property: Investment in buildings
primary period of the lease. that are not intended to be occupied
(v) Fixtures in leasehold premises are substantially for use by, or in the operations
amortized over the primary period of the of the Company, is classied as investment
lease. property. Investment properties are carried
(vi) Depreciation on additions / deletions at cost less accumulated amortization and
during the year is provided from the impairment loss, if any.
month in which the asset is capitalized
/ up to the month in which the asset is (h) Inventories
disposed o.
(i) Raw materials, packing materials, stores and
II. Intangible assets spares are valued at lower of cost and net
Intangible assets are amortized on a straight realizable value. However, these items are
line basis over the estimated useful lives of not written down below cost if the nished
respective assets, but not exceeding the products in which they will be used are
useful lives given here under: expected to be sold at or above cost.

Assets Useful Life (ii) Work-in-progress, nished goods and stock-


(Years) in-trade (traded goods) are valued at lower of
Trademarks, copyrights and business and 10 cost and net realizable value.
commercial rights (iii) By-products and unserviceable / damaged
Computer soware 3 nished goods are valued at estimated net
A rebuttable presumption that the useful life realizable value.
of an intangible asset will not exceed ten years (iv) Cost is ascertained on weighted average
from the date when the asset is available for use method and in case of work-in-progress, it
is considered by the Management. includes appropriate production overheads
(e) Assets taken on lease and in case of nished goods, it includes
appropriate production overheads and excise
Operating lease payments are recognized as
duty, wherever applicable.
expenditure in the Statement of Prot and Loss as
per the terms of the respective lease agreements.

205
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

(v) Net realizable value is the estimated selling valuation at each Balance Sheet date using the
price in the ordinary course of business, less Projected Unit Credit method and contributed
estimated cost of completion and estimated to Employees Gratuity Fund. Actuarial gains
cost necessary to make the sale. and losses arising from changes in actuarial
assumptions are recognized in the Statement
(i) Research and development
of Prot and Loss in the period in which they
Capital expenditure on research and development arise.
is capitalised and depreciated as per the accounting
(ii) Superannuation
policy mentioned in para 2(c) and 2(d) above.
Revenue expenditure is charged o in the year in The Company makes contribution to the
which it is incurred. Superannuation Scheme, a dened contribution
scheme, administered by insurance companies.
( j) Revenue recognition
The Company has no obligation to the scheme
Revenue is recognized to the extent that it is beyond its monthly contributions.
probable that the economic benets will ow to
(iii) Leave encashment / Compensated absences
the company and the revenue can be reliably
measured. The following specic criteria must also The Company provides for the encashment
be met before revenue is recognized: of leave with pay subject to certain rules. The
employees are entitled to accumulate leave
(i) Domestic sales are recognized at the point of
subject to certain limits, for future encashment
dispatch of goods to the customers, which
/ availment. The liability is provided based
is when substantial risks and rewards of
on the number of days of unutilized leave at
ownership are passed to the customers, and
each Balance Sheet date on the basis of an
are stated net of trade discounts, rebates,
independent actuarial valuation.
sales tax, value added tax and excise duty.
(iv) Provident fund
(ii) Export sales are recognized based on the
date of bill of lading, except sales to Nepal, Provident fund contributions are made to
which are recognized when the goods cross a trust administered by the Company. The
the Indian Territory, which is when substantial Companys liability is actuarially determined
risks and rewards of ownership are passed to (using the Projected Unit Credit method) at
the customers. the end of the year and any shortfall in the
fund balance maintained by the Trust set up
(iii) Revenue from services is recognized on
by the Company is additionally provided for.
rendering of services.
Actuarial losses and gains are recognized in
(iv) Interest and other income are recognized on the Statement of Prot and Loss in the year in
accrual basis. which they arise.
(v) Income from export incentives such as premium
(l) Foreign currency transactions
on sale of import licenses, duty drawback etc.
are recognized on accrual basis to the extent (i) Transactions in foreign currencies are
the ultimate realization is reasonably certain. recognized at the prevailing exchange rates
(vi) Dividend income is recognized if right on the transaction dates. Realized gains and
to receive dividend is established by the losses on settlement of foreign currency
reporting date. transactions are recognized in the Statement
(vii) Revenue from royalty income is recognized of Prot and Loss.
on accrual basis. (ii) Foreign currency monetary assets and
(k) Retirement and other benets to employees liabilities at the year-end are translated at the
year-end exchange rates and the resultant
(i) Gratuity
exchange dierences except those qualifying
Liabilities with regard to the gratuity benets for hedge accounting are recognized in the
payable in future are determined by actuarial Statement of Prot and Loss.

206 MARICO LIMITED | ANNUAL REPORT 201516


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Notes
To Financial Statements for the year ended March 31, 2016

(iii) Non-monetary foreign currency items the disposal of the net investment. The same
are carried at cost and accordingly the is recognized in the Statement of Prot and
investments in shares of foreign subsidiaries Loss upon disposal of the net investment.
are expressed in Indian currency at the rate
of exchange prevailing at the time when the (m) Accounting for taxes on income
original investments are made or fair values
(i) Provision for current tax is made, based
determined.
on the tax payable under the Income Tax
(iv) In case of forward contracts with underlying Act, 1961. Minimum Alternative Tax (MAT)
assets or liabilities, the dierence between credit, which is equal to the excess of MAT
the forward rate and the exchange rate on (calculated in accordance with provisions of
the date of inception of a forward contract Section 115JB of the Income Tax Act, 1961)
is recognized as income or expense and over normal income-tax is recognized as an
is amortized over the life of the contract. asset by crediting the Statement of Prot
Exchange dierences on such contracts are and Loss only when and to the extent there is
recognized in the Statement of Prot and convincing evidence that the Company will be
Loss in the year in which they arise. Any prot able to avail the said credit against normal tax
or loss arising on cancellation or renewal of payable during the period of ten succeeding
forward exchange contracts are recognized as assessment years.
income or expense for the period.
(ii) Deferred tax expense or benet is recognized
(v) The Company uses forward and options on timing dierences being the dierence
contracts to hedge its risks associated with between taxable income and accounting
foreign currency transactions relating to income that originate in one period and is
certain rm commitments and forecasted likely to reverse in one or more subsequent
transactions. The Company also uses Interest periods. Deferred tax assets and liabilities
rates swap contracts to hedge its interest are measured using the tax rates and tax
rate risk exposure. The Company designates laws that have been enacted or substantively
these as cash ow hedges. These contracts enacted by the Balance Sheet date.
are marked to market as at the year end and
In the event of unabsorbed depreciation and
resultant exchange dierences, to the extent
carry forward of losses, deferred tax assets
they represent eective portion of the hedge,
are recognized only to the extent that there is
are recognized directly in Hedge Reserve. The
virtual certainty that sufcient future taxable
ineective portion of the same is recognized
income will be available to realize such assets.
immediately in the Statement of Prot and
In other situations, deferred tax assets are
Loss.
recognized only to the extent that there is
(vi) Exchange dierences taken to Hedge Reserve reasonable certainty that sufcient future
account are recognized in the Statement of taxable income will be available to realize
Prot and Loss upon crystallization of rm these assets.
commitments or occurrence of forecasted
transactions or upon discontinuation of (n) Impairment
hedge accounting resulting from expiry / sale
Assessment is done at each Balance Sheet date
/ termination of hedge instrument or upon
as to whether there is any indication that an asset
hedge becoming ineective.
(tangible or intangible) may be impaired. For the
(vii) Exchange dierences arising on monetary purpose of assessing impairment, the smallest
items that in substance form part of identiable group of assets that generates cash
Companys net investment in a non-integral inows from continuing use that are largely
foreign operation are accumulated in a independent of the cash inows from other
Foreign Currency Translation Reserve until assets or groups of assets, is considered as a cash

207
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

generating unit. If any such indication exists, an settle an obligation and in respect of which a reliable
estimate of the recoverable amount of the asset estimate can be made. Provision is not discounted
/ cash generating unit is made. Assets whose and is determined based on best estimate required to
carrying value exceeds the recoverable amounts settle the obligation at the year end date. Contingent
are written down to the recoverable amount. Assets are not recognized or disclosed in the nancial
Recoverable amount is higher of an assets or cash statements.
generating units net selling price and its value in
use. Value in use is the present value of estimated (r) Utilization of Securities Premium Reserve
future cash ows expected to arise from the
The Securities Premium Reserve is utilized for
continuing use of an asset and from its disposal at
paying up unissued shares of the Company to
the end of its useful life. Assessment is also done at
be issued as fully paid bonus shares, writing o
each Balance Sheet date as to whether there is any
preliminary expenses, writing o expenses on issue
indication that an impairment loss recognized for
of shares or debentures and writing o premium on
an asset in prior accounting periods may no longer
redemption of any redeemable preference shares
exist or may have decreased.
or debentures of the Company.

(o) Employee Stock Option Plan


(s) Cash and Cash Equivalents
In respect of stock options granted pursuant to
Cash and cash equivalents for the purpose of Cash
the Companys Employee Stock Option Scheme,
Flow Statement comprise cash on hand and cash
the intrinsic value of the options (excess of market
at bank including demand deposit with original
value of shares over the exercise price of the option
maturity period of 3 months or less and short term
at the date of grant) is recognized as Employee
highly liquid investment with an original maturity
compensation cost over the vesting period.
of three months or less.
(p) Employee Stock Appreciation Rights Scheme
(t) Earnings Per Share
In respect of Employee Stock Appreciation Rights
(STAR) granted pursuant to the Companys Basic earnings per share is calculated by dividing the
Employee Stock Appreciation Rights Plan, 2011, net prot or loss for the period attributable to equity
the intrinsic value of the rights (excess of market shareholders by the weighted average number
value as at the year end and the Grant price) of equity shares outstanding during the period.
is recognized as Employee compensation cost Earnings considered in ascertaining the Companys
over the vesting period aer adjusting amount earnings per share is the net prot for the period
recoverable from the Trust. aer deducting preference dividends and any
attributable tax thereto for the period. The weighted
(q) Provisions and Contingent Liabilities average number of equity shares outstanding during
the period and for all periods presented is adjusted
Contingent Liabilities are disclosed in respect of
for events, such as bonus shares, other than the
possible obligations that arise from past events but
conversion of potential equity shares that have
their existence will be conrmed by the occurrence
changed the number of equity shares outstanding,
or non-occurrence of one or more uncertain future
without a corresponding change in resources.
events not wholly within the control of the Company
or where any present obligation cannot be measured For the purpose of calculating diluted earnings per
in terms of future outow of resources or where a share, the net prot or loss for the period attributable
reliable estimate of the obligation cannot be made. to equity shareholders and the weighted average
A Provision is made based on a reliable estimate number of shares outstanding during the period is
when it is probable that an outow of resources adjusted for the eects of all dilutive potential equity
embodying economic benets will be required to shares.

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Notes
To Financial Statements for the year ended March 31, 2016

3. Share capital
(rin Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Authorised
1,500,000,000 (1,150,000,000) equity shares of R 1/- each 150.00 115.00
65,000,000 (100,000,000) preference shares of R 10/- each 65.00 100.00
Total 215.00 215.00

Issued, subscribed and paid-up


1,290,171,198 (644,981,999) equity shares of R 1/- each fully paid-up (Refer note (e) below) 129.02 64.50
Total 129.02 64.50

a. Reconciliation of number of shares


Equity Shares :
(r in Crore) (r in Crore)

As at As at
Particulars
Number of shares March 31 2016 Number of shares March 31, 2015

Balance as at the beginning of the year 644,981,999 64.50 644,872,999 64.49

Add: Shares Issued during the year - ESOP


(Refer note (d) below) 103,600 0.01 109,000 0.01

Add: Bonus Shares issued during the year


(Refer note (e) below) 645,085,599 64.51 - -

Balance as at the end of the year 1,290,171,198 129.02 644,981,999 64.50

b. Rights, preferences and restrictions attached to shares:


Equity Shares: The Company has one class of equity shares having a par value of R1 per share. Each shareholder is
eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the
equity shareholders are eligible to receive the remaining assets of the Company aer distribution of all preferential
amounts, in proportion to their shareholding.

209
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

c. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company (Refer
note (e) below)
Name of Shareholder As at As at
March 31, 2016 March 31, 2015
No. of Shares % of Holding No. of Shares % of Holding
held held
Equity Shares of R 1/- each fully paid-up
Harsh C Mariwala with Kishore V Mariwala (For Valentine 146,752,000 11.37 73,376,000 11.38
Family Trust)
Harsh C Mariwala with Kishore V Mariwala (For Aquarius 146,752,000 11.37 73,376,000 11.38
Family Trust)
Harsh C Mariwala with Kishore V Mariwala (For Taurus 146,752,000 11.37 73,376,000 11.38
Family Trust)
Harsh C Mariwala with Kishore V Mariwala (For Gemini 146,752,000 11.37 73,376,000 11.38
Family Trust)
First State Investments Services (UK) Ltd (along with 108,091,457 8.38 31,128,195 4.83
Persons acting in concert)
Arisaig Partners (Asia) Pte Ltd A/c Arisaig India Fund Ltd. 35,169,950 2.73 33,278,269 5.16

d. Shares reserved for issue under options :


The Corporate Governance Committee of the Board of Directors of Marico Limited had granted Stock Options to
certain eligible employees pursuant to the Marico Employees Stock Options Scheme 2007 (Scheme). Each option
represents 1 equity share in the Company. The Vesting period and the Exercise Period, both range from 1 year to 5
years. The Scheme is administered by the Corporate Governance Committee comprising Independent Directors. The
Scheme closed on February 1, 2013.

Particulars As at As at
March 31, 2016 March 31, 2015
Marico ESOS 2007
Weighted average share price of options exercised 57.46 55.40
Number of options granted, exercised, and forfeited
Balance as at beginning of the year 103,600 212,600
Granted during the year - -
Less : Exercised during the year (prior to bonus issue, refer Note (e)) 103,600 109,000
Forfeited / lapsed during the year - -
Balance as at end of the year - 103,600

During the year ended March 31, 2015, the Company implemented the Marico Employee Stock Option Scheme 2014
(Marico ESOS 2014) and Marico MD CEO Employee Stock Option Plan 2014 (MD CEO ESOP Plan 2014).
Marico ESOS 2014 was approved by the shareholders during the year ended March 31, 2014, enabling the grant of
300,000 stock options to the Chief Executive Ocer of the Company (Currently designated as MD & CEO). Pursuant
to the said approval, on April 1, 2014 the Company granted 300,000 stock options to the MD & CEO of the Company,
at an exercise price of R 1 per option. Each option represents 1 equity share in the Company. The Vesting Period is 2
years from the date of grant and the Exercise Period is 1 year from the date of vesting.

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Notes
To Financial Statements for the year ended March 31, 2016

Particulars As at As at
March 31, 2016 March 31, 2015
Marico ESOS 2014
Weighted average share price of options exercised - -
Number of options granted, exercised, and forfeited - -
Balance as at beginning of the year 300,000 -
Adjustment on account of bonus issue (Refer note (e) below) 300,000 -
Granted during the year - 300,000
Less : Exercised during the year - -
Forfeited / lapsed during the year - -
Balance as at end of the year 600,000 300,000

MD CEO ESOP Plan 2014 was approved by the shareholders during the previous year ended March 31, 2015, enabling
grant of stock options not exceeding in the aggregate 0.5% of the aggregate number of issued equity shares of
the Company, from time to time. The Plan envisages to grant stock options to the Managing Directors & CEO on
an annual basis through one or more Schemes notied under the Plan. Each option represents 1 equity share in
the Company. The Vesting Period and the Exercise Period, both range from 1 year to 5 years. Pursuant to the said
approval, on January 5, 2015 the Company notied Scheme I under the Plan and granted 46,600 stock options to
the Managing Director & CEO, at an exercise price of R1 per option. The Vesting Date for Stock Options granted under
the Scheme I is March 31, 2017. Further, the Exercise Period is 1 year from the date of vesting.

Particulars As at As at
March 31, 2016 March 31, 2015
MD CEO ESOP Plan 2014
Weighted average share price of options exercised - -
Number of options granted, exercised, and forfeited
Balance as at beginning of the year 46,600 -
Adjustment on account of bonus issue (Refer note (e) below) 46,600 -
Granted during the year - 46,600
Less : Exercised during the year - -
Forfeited / lapsed during the year - -
Balance as at end of the year 93,200 46,600
Aggregate of all stock options to current paid-up equity share capital 0.05% 0.07%
(percentage)

211
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

The Company has applied the intrinsic value method of accounting for determining compensation cost for its stock
based compensation plan. Had the Company considered fair value method for accounting of compensation cost,
the Companys net income, Basic and Diluted earnings per share as reported would have increased to the pro-forma
amounts as indicated. (Refer note (e) below)

Particulars For the year ended For the year ended


March 31, 2016 March 31, 2015
Net Prot aer tax as reported (R Crore) 701.86 545.17
Add : Stock-based employee compensation expense charged as per 'intrinsic 3.79 3.27
value' method (R Crore) (Refer Note 25)
Less : Stock-based employee compensation expense as per 'fair value' method 3.46 2.97
(R Crore)
Adjusted pro-forma (R Crore) 702.19 545.47
Basic earnings per share as reported R 5.44 R 4.23
Pro-forma basic earnings per share R 5.44 R 4.22
Diluted earnings per share as reported R 5.44 R 4.23
Pro-forma diluted earnings per share R 5.44 R 4.22

The following assumptions were used for calculation of fair value of grants (gures in bracket represent previous
year):

Particulars Marico ESOS 2007 Marico ESOS 2007 Marico ESOS 2014 MD CEO ESOP Plan
- Vest I - Vest II 2014
Risk-free interest rate (%) - - 8.00% 8.00%
(6.61%) (7.27%) (8.00%) (8.00%)
Expected life of options (years) - - 3 years 3 years and 3
months
(5 years) (5 years) (3 years) (3 years and 3
months)
Expected volatility (%) - - 26.62% 23.66%
(35.32%) (36.92%) (26.62%) (23.66%)
Dividend yield (%) - - 3.50% 3.50%
(1.20%) (1.20%) (3.50%) (3.50%)

e. During the year ended March 31, 2016, the Company has issued 645,085,599 fully paid-up bonus equity shares of
face value R 1 each in the ratio of 1:1 with record date of December 24, 2015. As a result EPS has been adjusted for
reporting as well as for all the comparative periods.

Aggregate number of shares allotted as fully paid-up by way of bonus For the year ended For the year ended
shares March 31, 2016 March 31, 2015
Equity shares allotted as fully paid up bonus shares by capitalization of general 645,085,599
reserve

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Notes
To Financial Statements for the year ended March 31, 2016

4. Reserves and surplus


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Securities Premium Account
Balance as at the beginning of the year 234.49 239.67
Add : Receipt on exercise of Employees stock options 0.58 0.59
Less: Amount adjusted towards bonus share issue expenses 0.09 -
Less: Premium on redemption of Debentures (net of tax eect of R Nil - 5.77
(Previous year R 2.97 crores))
Balance as at the end of the year 234.98 234.49

Debenture Redemption Reserve


Balance as at the beginning of the year - 13.83
Add : Amount transferred from Surplus in the Statement of Prot and Loss - 11.17
Less: Amount transferred to General Reserve on redemption (Refer note 5 (b)) - 25.00

Balance as at the end of the year - -

Employee Stock Options Outstanding Account (Refer note 3 (d))


Balance as at the beginning of the year 3.27 -
Add : Compensation for options granted 3.79 3.27
Balance as at the end of the year 7.06 3.27

General Reserve
Balance as at the beginning of the year 362.48 337.48
Less : Transferred to Share Capital on account of issue of bonus shares (Refer note 3 (e)) 64.51 -
Add : Amount transferred from Debenture Redemption Reserve on redemption - 25.00
Balance as at the end of the year 297.97 362.48

Hedge Reserve (Refer note 37 (c))


Balance as at the beginning of the year (74.97) (76.30)
Add : Transferred to the Statement of Prot and Loss 65.83 16.81
Less : Adjustments on account of exchange movement 16.33 15.48
Balance as at the end of the year (25.47) (74.97)

Surplus in the Statement of Prot and Loss


Balance as at the beginning of the year 1,753.12 1,394.17

213
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Less : Adjustment pursuant to enactment of Schedule II of Companies Act 2013 (net of - 0.54
tax eect of R Nil (Previous year R 0.29 crore)) (Refer Note 35)
Add : Prot for the year 701.86 545.17
Less: Appropriations :
Equity dividend 435.43 161.24
Tax on Equity dividend (net of tax on dividend received from Indian and foreign 65.43 13.27
subsidiaries of R 23.22 Crore (Previous year R 18.96 Crore))
Transfer to Debenture Redemption Reserve - 11.17
Balance as at the end of the year 1,954.12 1,753.12

Total 2,468.66 2,278.39

5. Long-term borrowings
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Secured
Term loan from banks
External commercial borrowing from The Hongkong and Shanghai Banking Corporation - 168.74
Limited
Loan carries interest @ LIBOR plus 2.1% (Previous year LIBOR plus 2.1%) and was secured
by (i) Pledge of shares of International Consumer Products Corporation (a Subsidiary
company) (ii) First ranking pari passu charge over all current and future plant and
machinery and (iii) Mortgage on land and building situated at Andheri, Mumbai (Mortgage
was only for previous year).
The loan was repayable over a period of 6 years commencing from February 11, 2011
as under:-
1st installment - USD 3 million - payable at the end of 36 months
2nd installment - USD 3 million - payable at the end of 42 months
3rd installment - USD 6 million - payable at the end of 48 months
4th installment - USD 6 million - payable at the end of 54 months
5th installment - USD 9 million - payable at the end of 60 months
6th installment - USD 12 million - payable at the end of 66 months
7th installment - USD 15 million - payable at the end of 72 months
Total Amount - USD 54 million
Total - 168.74

214 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

Note:

a) The scheduled maturity of long term borrowings is summarized as under:

(r in Crore)

Particulars As at As at
March 31, 2016 March 31, 2015
Within one year (Refer note 10 - Current maturities of long term debt) 178.87 93.75
Aer 1 year but within 2 years - 168.74
Total 178.87 262.49

b) During the previous year, 1,000, Rated, Listed, Unsecured, Zero Coupon redeemable non-convertible debentures of
R 100 crores, were redeemed at a premium calculated at the yield of 8.95% p.a. on XIRR basis. (Refer Note 4)

6. Deferred tax liabilities (net)

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Deferred Tax assets:
Provision for doubtful debts / advances that are deducted for tax purposes when written o 1.68 1.00
On intangible assets adjusted against Capital Redemption Reserve and Securities Premium 9.41 12.46
Reserve under the Capital Restructuring scheme implemented in an earlier year (Refer note
12(iii))
Liabilities / provisions that are deducted for tax purposes when paid 18.78 15.43
Other timing Dierences 1.10 1.72
Deferred Tax assets (A) 30.97 30.61
Deferred tax liability:
Additional depreciation/amortisation on xed assets for tax purposes due to higher tax 40.14 42.86
depreciation rates.
Deferred tax liability (B) 40.14 42.86
Total (B-A) 9.17 12.25

7. Long term provisions


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Total Provision for Employee Stock Appreciation Rights Scheme 3.43 5.95
Less : Accretion in amounts recoverable from the Trust 1.29 4.25
Net Provision (Refer notes 41 (b) and 41 (d)) 2.14 1.70
Total 2.14 1.70

215
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

8. Short-term borrowings
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Secured
From banks :
- Cash credit 10.83 8.64
- Export Packing credit 15.00 -
(Export Packing Credit is secured by hypothecation of inventory and debtors. (It is for
a term of two to four months and carries interest rate of bank base rate plus applicable
spread less interest subvention of 3%, ranging 5.9% to 6.50% per annum)).
Total 25.83 8.64

9. Trade payables
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Trade Payables (Refer note below) 483.52 404.38
Total 483.52 404.38

Note:

The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006
(MSMED Act). The disclosures pursuant to the said MSMED Act are as follows:

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Principal amount due to suppliers registered under the MSMED Act and remaining 16.01 7.31
unpaid as at year end.
Interest due to suppliers registered under the MSMED Act and remaining unpaid as at 0.06 0.01
year end.
Principal amounts paid to suppliers registered under the MSMED Act, beyond the - -
appointed day during the year.
Interest paid other than under Section 16 of MSMED Act to suppliers registered under - -
the MSMED Act, beyond the appointed day during the year.
Interest paid under Section 16 of MSMED Act to suppliers registered under the MSMED - -
Act beyond the appointed day during the year.
Interest due and payable towards suppliers registered under MSMED Act for payments - -
already made.
Further interest remaining due and payable for earlier years. 0.01 0.01
Total 16.08 7.33

216 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

10. Other current liabilities


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Current maturities of long- term debt (Refer note 5 (a)) 178.87 93.75
Payable to related parties 1.26 1.17
Interest accrued but not due on borrowings 0.75 1.02
Unclaimed dividend (Refer note below) 0.44 0.27
Other Payables :
Provision for contractual liabilities 60.03 57.78
Advance from customers 17.83 26.09
Statutory dues, including provident fund and tax deducted at source 20.69 17.29
Forward/derivative contracts payables 1.81 1.53
Creditors for capital goods 3.14 4.28
Security deposits from customers and others 0.43 0.21
Employee benets payable 28.57 29.75
Others 0.29 0.24
Total 314.11 233.38

Note : Amount payable to Investor Education and Protection Fund R Nil (Nil)
11. Short term provisions
(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Provision for employee benets:
Gratuity (Refer note 42 (A)) 2.68 2.60
Leave entitlement (Refer note 42(B)) 6.71 6.02
Total Provision for Employee Stock Appreciation Rights Scheme 13.44 11.81
Less : Accretion in amounts recoverable from the Trust 13.28 11.26
Net Provision (Refer notes 41 (b) and 41 (d)) 0.16 0.55
Income tax - (previous year net of advance tax and other tax payments R 705.42 Crore) - 7.66
Disputed indirect taxes (Refer notes (a) and (b) below) 50.64 42.25
Total 60.19 59.08

a) Provision for disputed indirect taxes represents claims against the Company not acknowledged as debts, where
management has assessed that unfavourable outcome of the matter is more than probable.

b) Movement in provision for disputed indirect taxes:

(r in Crore)

Particulars As at As at
March 31, 2016 March 31, 2015
Balance as at the beginning of the year 42.25 25.15
Add: Additions during the year 12.41 17.60
Less: Amount used during the year 4.02
Less: Unused amounts reversed during the year - 0.50
Balance as at the end of the year 50.64 42.25

217
218
Notes To Financial Statements for the year ended March 31, 2016
12 Fixed Assets
(A) Tangible assets (r in Crore)
PARTICULARS GROSSBLOCK D E P R E C I A T I O N/AMORTISATION IMPAIRMENT NET BLOCK

Charge /
As at As at March As at April 1, As at March As at April 1, As at March As at March
Additions Deductions Adjustments For the Year Deductions Adjustments (Reversal) Adjustment
April 1, 2015 31, 2016 2015 31, 2016 2015 31, 2016 31, 2016
for the year

Tangible assets
Making a dierence for 25 years

Freehold land 1.72 - - 0.14 1.86 - - - 0.02 0.02 - - - - 1.84


Leasehold land 28.48 - - (0.14) 28.34 2.55 0.39 - (0.02) 2.92 - - - - 25.42
Buildings (Refer notes (i), (ii)
254.13 2.60 0.88 - 255.85 24.67 8.08 0.34 - 32.41 - 0.18 - 0.18 223.26
and (iv) below)
Plant and equipment (Refer
374.33 37.36 4.00 - 407.69 173.78 43.33 3.23 - 213.88 11.98 6.46 - 18.44 175.37
note (iv) below)
Furniture and xtures 15.41 0.45 0.56 0.43 15.73 7.16 1.64 0.55 0.03 8.28 - - - - 7.45

MARICO LIMITED | ANNUAL REPORT 201516


Vehicles 1.33 - 0.99 - 0.34 1.07 0.07 0.99 - 0.15 - - - - 0.19
Oce equipment 8.61 3.89 0.52 - 11.98 5.85 4.60 0.51 - 9.94 - 0.05 - 0.05 1.99
Leasehold improvements 1.38 - - (0.43) 0.95 0.33 - - (0.03) 0.30 - - - - 0.65
TOTAL (A) 685.39 44.30 6.95 - 722.74 215.41 58.11 5.62 - 267.90 11.98 6.69 - 18.67 436.18

(B) Intangible asset

PARTICULARS GROSSBLOCK D E P R E C I A T I O N/AMORTISATION IMPAIRMENT NET BLOCK

Charge /
As at As at March As at April 1, As at March As at April 1, As at March As at March
Additions Deductions Adjustments For the Year Deductions Adjustments (Reversal) Adjustment
April 1, 2015 31, 2016 2015 31, 2016 2015 31, 2016 31, 2016
for the year

Intangible assets
Trademarks and copyrights
40.99 - - - 40.99 22.43 5.43 - - 27.86 - - - - 13.13
(Refer note (iii) below)
Computer soware 26.57 3.26 0.01 - 29.82 21.57 3.44 0.01 - 25.00 - - - - 4.82
Total (B) 67.56 3.26 0.01 - 70.81 44.00 8.87 0.01 - 52.86 - - - - 17.95
Total (A)+(B) 752.95 47.56 6.96 - 793.55 259.41 66.98 5.63 - 320.76 11.98 6.69 - 18.67 454.13

(i) During the previous year ended March 31, 2015, building of net book value of R12.96 Crore (Gross block of R 13.42 Crore and accumulated depreciation of R 0.46 Crore) was reclassied as assets held for
disposal.
(ii) During the year ended March 31, 2016, building appearing as asset held for disposal of net book value of R 12.74 Crore (Gross block of R 13.42 Crore less accumulated depreciation of R 0.68 Crore) has been
reclassied as Investment property.
(iii) During the year ended March 31, 2007, the Company carried out nancial restructuring scheme (Scheme) under the relevant provisions of the Companies Act, 1956 which was approved by the shareholders on
February 8, 2007 and subsequently by the Honble High Court vide its order dated March 23, 2007. In terms of the Scheme, the Company adjusted the carrying value of R 448.15 crore of intangible assets such
as trademarks, copyrights, business and commercial rights as on January 31, 2007 and related deferred tax adjustment of R 139.06 crore (net adjustment of R 309.09 crore) against the balance in Securities
Premium Reserve of R 129.09 crore and Capital Redemption Reserve of R 180 Crore.
(iv) For additional information on assets given on operating lease (Refer note 36 (b)).
Notes to Financial Statements
12 Fixed Assets
(C) Tangible assets
(r in Crore)
STRATEGIC REPORT

PARTICULARS GROSSBLOCK DEPRECIATION/AMORTISATION IMPAIRMENT NET BLOCK

Charge /
As at As at March As at April 1, As at March As at As at March As at March
Additions Deductions Adjustments For the Year Deductions Adjustments (Reversal) Adjustment
April 1, 2014 31, 2015 2014 31, 2015 April 1, 2014 31, 2015 31, 2015
for the year

Tangible assets
0240

Freehold land 1.72 - - - 1.72 - - - - - - - - - 1.72


Leasehold land 28.48 - - - 28.48 2.14 0.41 - - 2.55 - - - - 25.93
Buildings (Refer notes (i), (ii),
266.10 1.46 0.01 (13.42) 254.13 17.09 8.48 0.00 (0.90) 24.67 0.03 0.02 (0.05) - 229.46
(iii), (iv) and (vi) below)
Plant and equipment (Refer
351.34 32.85 9.86 - 374.33 144.53 37.44 8.19 - 173.78 15.34 (3.35) (0.01) 11.98 188.57
note (vi) below)
Furniture and xtures 14.39 1.12 0.10 - 15.41 5.21 2.05 0.10 - 7.16 - - - - 8.25
Vehicles 1.27 0.26 0.20 - 1.33 1.12 0.15 0.20 - 1.07 - - - - 0.26
Oce equipment 10.68 0.82 2.89 - 8.61 6.47 2.24 2.86 - 5.85 0.03 (0.03) - - 2.76
Leasehold improvements 1.38 - - - 1.38 0.16 0.17 - - 0.33 - - - - 1.05
Total (C) 675.36 36.51 13.06 (13.42) 685.39 176.72 50.94 11.35 (0.90) 215.41 15.40 (3.36) - 11.98 458.00
STATUTORY REPORTS

(D) Intangible asset

PARTICULARS GROSSBLOCK DEPRECIATION/AMORTISATION IMPAIRMENT NET BLOCK

Charge /
42137

As at As at March As at April 1, As at March As at As at March As at March


Additions Deductions Adjustments For the Year Deductions Adjustments (Reversal) Adjustment
April 1, 2014 31, 2015 2014 31, 2015 April 1, 2014 31, 2015 31, 2015
for the year

Intangible assets
Trademarks and copyrights
24.14 16.85 - - 40.99 17.50 4.93 - - 22.43 - - - - 18.56
(Refer note (v) below)
Computer soware 23.02 3.61 0.06 - 26.57 18.76 2.87 0.06 - 21.57 - - - - 5.00
Total (D) 47.16 20.46 0.06 - 67.56 36.26 7.80 0.06 - 44.00 - - - - 23.56
Total (C)+(D) 722.52 56.97 13.12 (13.42) 752.95 212.98 58.74 11.41 (0.90) 259.41 15.40 (3.36) - 11.98 481.56

(i) During the year ended March 31, 2014, Freehold land of cost of R 0.77 Crore and building of net book value of R15.50 (Gross block of R 22.96 Crore and accumulated depreciation of R 7.46 Crore) was reclassied
as assets held for disposal.
FINANCIAL STATEMENTS

(ii) Gross block of Buildings include R 13.42 Crore (R 13.42 Crore) where conveyance has been executed, pending registration.
(iii) During the year ended March 31, 2014, building appearing in Investment property of net book value of R 6.37 Crore (Gross block of R 6.47 Crore less accumulated depreciation of R 0.10 Crore) was reclassied
as oce building.
(iv) During the year ended March 31, 2015, building of net book value of R12.96 Crore (Gross block of R 13.42 Crore and accumulated depreciation of R 0.46 Crore) has been reclassied as assets held for disposal.
139249

(v) During the year ended March 31, 2007, the Company carried out nancial restructuring scheme (Scheme) under the relevant provisions of the Companies Act, 1956 which was approved by the shareholders on
February 8, 2007 and subsequently by the Honble High Court vide its order dated March 23, 2007. In terms of the Scheme, the Company adjusted the carrying value of R 448.15 crore of intangible assets such
as trademarks, copyrights, business and commercial rights as on January 31, 2007 and related deferred tax adjustment of R 139.06 crore (net adjustment of R 309.09 crore) against the balance in Securities
Premium Reserve of R 129.09 crore and Capital Redemption Reserve of R 180 Crore.
(vi) For assets given on lease refer note 36 (b).

219
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

13. Non current investments


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
A Non-trade investments (valued at cost unless stated otherwise)

Investment Property
(at cost less accumulated depreciation and amortisation) [Refer Note 36 (b)]
Cost of building 25.78 12.36
Less: Amortised upto previous year 1.06 0.40
Less: Amortisation during the year 0.43 0.20
Net block 24.29 11.76

B Long term Trade investments (valued at cost unless stated otherwise)


Investments in equity instruments :
Investment in Subsidiaries
Quoted
Marico Bangladesh Limited 0.86 0.86
28,350,000 (28,350,000) equity shares of Bangladesh taka 10 each fully paid
(Quoted on Dhaka Stock exchange and Chittagong Stock exchange).
Unquoted
Marico Middle East FZE (wholly owned) 27.99 27.99
22 (22) equity share of UAE dirham 1,000,000 (1,000,000) fully paid
Marico South Africa Consumer Care (Pty) Limited (wholly owned) 59.81 59.81
1,247 (1,247) equity shares of SA Rand 1.00 fully paid
International Consumer Products Corporation (Wholly owned with eect from 254.98 254.98
December 10, 2014) (Refer note (a) below)
9,535,495 (9,535,495) equity shares of VND 10,000 fully paid
Marico Consumer Care Limited (wholly owned) 745.70 745.70
20,660,830 (20,660,830) equity shares of R 10 each fully paid
Investment in Joint Venture
Unquoted
Bellezimo Professionale Products Private Limited (Jointly controlled entity with 1.35 -
eect from October 21, 2015) (Refer note (b) below)
1,350,000 (Nil) equity shares of R 10 each fully paid
1,090.69 1,089.34

C Other Investments (Non Trade):


Investments in Government Securities
Unquoted
National Savings Certicates (Deposited with the Government authorities) 0.01 0.01

220 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Investment in Bonds
Quoted
Power Finance Corporation Limited 2.85 2.85
28,479 (28,479) Secured, Redeemable, Tax free Non-convertible Bonds, 8.20% ,
face value of R 1,000/- each, redeemable on February 1, 2022.
Indian Railway Finance Corporation 2.18 2.18
21,751 (21,751) Secured, Redeemable, Tax free Non-convertible Bonds , 8.00% ,
face value of R 1,000/- each, redeemable on February 23, 2022.
National Highways Authority of India 2.47 2.47
24,724 (24,724) Secured, Redeemable, Tax free Non-convertible Bonds , 8.20% ,
face value of R 1,000/- each, redeemable on January 25, 2022.
Rural Electrication Corporation Limited 6.12 6.12
61,238 (61,238) Secured, Redeemable, Tax free Non-convertible Bonds , 8.12% ,
face value of R 1,000/- each, redeemable on March 29, 2027.
Rural Electrication Corporation Limited 5.00 5.00
50 (50) Secured, Redeemable, Tax free Non-convertible Bonds , 8.46% , face value
of R 1,000,000/- each, redeemable on August 29, 2028.
Housing & Urban Development Corporation Ltd 5.00 5.00
50 (50) Secured, Redeemable, Tax free Non-convertible Bonds , 8.56% , face value
of R 1,000,000/- each, redeemable on September 2, 2028.
Investments in Mutual Funds
Quoted
Reliance Fixed Horizon Fund-XXIX-Series 16-Growth Plan 10.00 -
10,000,000 (Nil) units of R 10 each fully paid

DHFL Pramerica Fixed Maturity Plan Series 62 - Regular Plan - Growth 4.13 4.13
4,125,148 (4,125,148) units of R 10 each fully paid
37.76 27.76
Total 1,152.74 1,128.86
Aggregate amount of quoted investments 38.62 28.61
Market value / net asset value of quoted investments 3,131.69 3,308.12
Aggregate amount of unquoted investments 1,114.12 1,100.26

Notes :

a) During the previous year ended March 31, 2015, International Consumer Product Corporation, a subsidiary of the
Company in Vietnam had bought back its shares resulting into increase in the percentage of Companys shareholding
to 100%.

b) During the year ended March 31, 2016, the Company has acquired 45% stake in Bellezimo Professionale Products
Private Limited, a jointly controlled entity.

221
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

14 Long-term loans and advances


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good (unless otherwise stated)
Capital Advances 14.70 12.06
Loans to Subsidiaries (Refer note 40 (III) and note (a) below) - 1.55
Advances to Subsidiaries (Refer note 40 (III))
Considered good 15.78 19.51
Considered doubtful 0.82 -
16.60 19.51
Less: Provision for doubtful advances 0.82 -
15.78 19.51
Other loans and advances :
Deposits with public bodies and others
Considered good 12.72 13.20
Considered doubtful 1.00 -
13.72 13.20
Less: Provision for doubtful deposits 1.00 -
12.72 13.20
Advance Income tax - (net of provision for Taxes R 896.45 Crore) 1.87 -
Loans to employees 3.77 3.58
Prepaid expenses 0.13 0.15
Balance with statutory / government authorities 10.50 10.74
Loans and advances to Welfare of Mariconians Trust (Refer note 41 (c)) 50.59 8.40
Total 110.06 69.19

Note:

a) The above loan was given to a subsidiary for various operational requirement and acquisition of brands and carries
interest rate of Prime Lending Rate published by South African Reserve Bank. The said loan is repayable within a
period of one year from March 31, 2016 and has been disclosed as short term loans and advances.

15. Other non-current assets


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Fringe benet tax payments (net of provision) 0.48 0.48
MAT credit entitlement 57.08 119.02
Long term deposits with banks with maturity period of more than twelve months (Refer 0.57 1.17
note below)
Total 58.13 120.67

Note: Long term deposits with banks include R 0.21 Crore (R 0.21 Crore) deposited with sales tax authorities, R 0.36 Crore
(R 0.39 Crore) held as lien by banks against guarantees issued on behalf of the Company and R Nil (R 0.57 Crore) for other
earmarked balances.

222 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

16. Current investments


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Non-trade investments (At lower of cost and fair value)
Quoted
Investments in Mutual Funds
LIC Nomura MF Fixed Maturity Plan Series 77-396 Days-Growth - 8.00
Nil (8,000,000) units of R 10 each fully paid
ICICI Prudential FMP Series 78-95 Days-Plan K-Cumulative 15.00 -
15,000,000 (Nil) units of R 10 each fully paid
Unquoted
Investments in Mutual Funds
Axis Treasury Advantage Fund - Growth - 7.75
Nil (50,053) Units of R 1,000 each fully paid
Birla Sunlife Cash Plus -Growth-Regular - 4.26
Nil (190,148) Units of R 100 each fully paid
Birla Sunlife Floating Rate Long Term -Growth-Regular 5.00 5.10
275,258 (304,582) Units of R 100 each fully paid
DHFL Pramerica Low Duration Fund - Growth 21.14 -
10,371,654 (Nil) Units of R 10 each fully paid
DWS Treasury Fund -Cash-Growth - 15.01
Nil (1,001,013) Units of R 100 each fully paid
HDFC Liquid Fund - Growth 5.00 11.00
16,801(3,990,799) Units of R 1000 each fully paid
HDFC Cash Management Fund-Savings Plan-Growth - 5.53
Nil (1,897,404) Units of R 10 each fully paid
HDFC Corporate Debt Opportunities Fund - Regular - Growth 25.00 -
20,803,342 (Nil) Units of R 10 each fully paid
HDFC Banking and PSU Debt Fund-Reg-Growth - 2.00
Nil (1,813,187) Units of R 10 each fully paid
ICICI Prudential Money Market Fund -Regular Plan -Growth - 20.01
Nil (1,036,048) Units of R 100 each fully paid
ICICI Prudential Ultra Short Term - Growth 15.00 -
9,948,137 (Nil) Units of R 10 each fully paid
IDFC Money Manager Fund-Treasury Plan-Growth 19.00 -
8,045,461 (Nil) Units of R 10 each fully paid

223
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015

IDFC Ultra Short Term Fund -Growth-Regular Plan - 2.54


Nil (1,301,391) Units of R 10 each fully paid
Kotak Liquid Scheme Plan A-Growth 5.75 20.01
18,754 (70,607) Units of R 1,000 each fully paid
Kotak Bond ( Short Term) - Growth 25.00 -
8,959,674 (Nil) Units of R 10 each fully paid
LIC Nomura Liquid Fund-Growth 10.67 -
38,956 (Nil) Units of R 1000 each fully paid
L&T Ultra Short Term Fund-Growth - 2.29
Nil (1,011,382) units of R 10 each fully paid
Principal Debt Opportunities Fund Corporate Bond Plan-Regular Plan Growth - 10.00
Nil (47,877) Units of R 1,000 each fully paid
Reliance Liquid Fund-Treasury Plan-Growth - 20.02
Nil (58,818) Units of R 1,000 each fully paid
Reliance Medium Term Fund-Growth 25.00 -
7,986,353 (Nil) Units of R 10 each fully paid
Reliance Short Term Fund-Growth 15.00 -
5,355,039 (Nil) Units of R 10 each fully paid
Religare Invesco Ultra Short Term Fund-Growth - 10.96
Nil (56,982) Units of R 1,000 each fully paid
Religare Invesco Credit Opportunities Fund-Growth 24.96 9.56
149,408 (60,034) Units of R 1,000 each fully paid
Religare Invesco Medium Term Bond Fund-Growth 10.00 -
70,172 (Nil) Units of R 1,000 each fully paid
SBI Magnum Insta Cash -Reg Plan-Growth 15.00 20.01
58,764 (64,792) Units of R 1,000 each fully paid
Templeton India TMA-SIP-Growth - 3.50
Nil (16,797) Units of R 1,000 each fully paid
SBI Treasury Advantage Fund-Regular Plan-Growth 30.00 -
181,028 (Nil) Units of R 1,000 each fully paid
Baroda Pioneer Treasury Advantage Fund- Plan A-Growth 32.50 -
187,598 (Nil) units of R 1,000 each fully paid
JM Money Manager Fund-Super Plus Plan-Bonus Option-Bonus Units 3.78 3.78
3,748,072 (3,748,072) units of R 10 each fully paid

224 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015

JM Money Manager Fund-Super Plan-Bonus Option-Bonus Units 4.43 4.43


4,524,192 (4,524,192) units of R 10 each fully paid
JP Morgan India Treasury Fund-SIP-Growth - 20.42
Nil (11,140,952) units of R 10 each fully paid
UTI Floating Rate Fund-STP-Growth 30.75 -
127,081 (Nil) units of R 1,000 each fully paid
Total 337.98 206.18

Aggregate amount of quoted investments 15.00 8.00


Net asset value of quoted investments 15.17 8.79
Aggregate amount of unquoted investments 322.98 198.19
Net asset value of unquoted investments 328.89 204.42

17. Inventories
(Refer note 2 (h) for basis of valuation)

(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Raw materials (includes goods in transit R 49.37 Crore (Previous year R Nil)) 264.09 247.39
Work-in-progress 120.03 107.20
Finished goods 300.53 346.30
Stock - in - trade (Traded goods) 14.68 16.40
Stores and spares 8.10 7.30
Others :
Packing materials 56.97 61.44
By-products 3.16 5.56
Total 767.56 791.59

225
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

18. Trade receivables


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured
Outstanding for a period exceeding six months from the date they are due for payment
Considered good 3.44 4.18
Considered doubtful 2.97 2.89
6.41 7.07
Less: Provision for doubtful debts 2.97 2.89
3.44 4.18
Outstanding for a period less than six months from the date they are due for payment
Considered good 188.66 126.37
Considered doubtful - -
188.66 126.37
Total 192.10 130.55

Refer note 40 (III) for amounts receivable from subsidiaries

19. Cash and bank balances


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Cash and cash equivalents :
Cash on hand 0.17 0.18
Cheques on hand - 0.76
Bank balances in current accounts 9.03 14.01
9.20 14.95
Other bank balances :
Fixed deposits with maturity more than three months but less than twelve months 121.50 75.00
Unclaimed dividend account 0.44 0.27
Demand deposits with maturity upto three months 3.40 6.75

Total 134.54 96.97

226 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

20. Short-term loans and advances


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good (unless otherwise stated)
Loans to Subsidiaries (Refer note 40 (III) and note (a) below) 1.34 3.89
Advances to Subsidiaries (Refer note 40 (III)) 18.75 10.57
20.09 14.46
Others :
Loans and advances to Welfare of Mariconians Trust (Refer note 41 (c)) 15.97 19.76
Advances to vendors and others 72.17 59.22
Loans and advances to employees 2.53 2.10
Prepaid expenses 9.97 8.25
Deposits/Balances with Government authorities/Others 8.48 6.53
Inter corporate deposits (xed deposits with Companies / Public Financial Institutions) 92.50 60.00
201.62 155.86
Total 221.71 170.32

Note:

a) The above loan was given to a subsidiary for various operational requirement and acquisition of brands and carries
interest rate of Prime Lending Rate published by South African Reserve Bank. The said loan is repayable within a
period of one year from March 31, 2016 and has been disclosed as short term loans and advances.

21. Other current assets


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Unsecured, considered good (unless otherwise stated)
Interest accrued and not due on loans / deposits 8.42 3.51
(receivable from subsidiary R 0.04 Crore (R 0.14 Crore))
Insurance claims receivable 1.95 0.05
Accrued export incentives - 0.18
Assets held for disposal (Refer note 12 (i) and (ii)) 12.45 28.71
Others 4.33 0.65
Total 27.15 33.10

227
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

22. Revenue from operations


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Sale of products:
Finished goods 4,704.93 4,393.73
Traded goods 129.19 182.82
By-product sales 111.20 101.28
4,945.32 4,677.83
Less: Excise duty 7.13 8.25
4,938.19 4,669.58
Other operating revenues:
Export incentives 4.82 6.34
Sale of scrap 4.36 5.28
9.18 11.62
Total 4,947.37 4,681.20

A. Details of Sales (Finished goods)

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Edible oils 2,992.90 2,897.13
Hair oils 1,282.31 1,100.22
Personal care 283.59 280.98
Others 146.13 115.40
Total 4,704.93 4,393.73

B. Details of Sales (Traded goods)

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Oil seeds (Copra) 8.14 65.19
Personal care 86.13 82.03
Others 34.92 35.60
Total 129.19 182.82

228 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

23. Other income

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Interest Income
On Non current investments 2.03 2.17
On loans, deposits, etc. 18.00 5.37
20.03 7.54
Dividend Income
On current investments 25.10 10.98
On Non current investments (from subsidiaries) 114.06 94.87
139.16 105.85
Net gain on sale of current investments 1.94 12.28
Other non-operating income :
Lease rental income 0.91 0.64
Royalty income 10.10 7.15
Prot on sale of assets (net) 9.13 -
Excess Provision no longer required written back 4.97 4.32
Miscellaneous income 4.62 3.02
Total 190.86 140.80

24. Cost of materials consumed, Purchases of stock-in-trade, Changes in inventories of nished goods,
work-in-progress and stock-in-trade - (increase) / decrease
(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
(A) Cost of materials consumed (Refer notes (a) and (c) below)
Raw materials consumed
Opening Inventories 247.39 215.96
Add : Purchases (net) 2,088.98 2,295.58
Less : Inventories at the end of the year 264.09 247.39
Cost of raw materials consumed during the year 2,072.28 2,264.15

Packing materials consumed


Opening Inventories 61.44 60.98
Add : Purchases (net) 401.59 412.20
Less : Inventories at the end of the year 56.97 61.44
Cost of packing materials consumed during the year 406.06 411.74
Total 2,478.34 2,675.89

229
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015

(B) Purchases of Stock-in-trade (refer note (b) below) 79.95 134.71


(C) Changes in inventories of nished goods, work-in-progress and stock-in-trade
- (increase) / decrease
Opening inventories
Work-in-progress 107.20 131.25
Finished goods 346.30 232.98
By-products 5.56 2.45
Stock-in-trade 16.40 13.91
Total (I) 475.46 380.59

Less: Closing inventories


Work-in-progress 120.03 107.20
Finished goods 300.53 346.30
By-products 3.16 5.56
Stock-in-trade 14.68 16.40
Total (II) 438.40 475.46
(Increase) / decrease in inventories (I-II) 37.06 (94.87)

a. Details of Raw materials consumed


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Oil seeds (Copra and Kardi seeds) 936.75 983.95
Raw oils (other than Copra and Kardi seeds) 717.43 795.97
Others 418.10 484.23
Total 2,072.28 2,264.15

b. Details of Purchases of Stock-in-trade

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Oil seeds (Copra) 7.05 63.25
Personal care 48.96 52.43
Others 23.94 19.03
Total 79.95 134.71

230 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

c. Value of imported and indigenous Raw materials consumed

Particulars For the year ended March 31, 2016 For the year ended March 31, 2015
(rin Crore) % (r in Crore) %

Imported 253.41 12.23 258.28 11.41


Indigeneous 1,818.87 87.77 2,005.87 88.59

Total 2,072.28 100.00 2,264.15 100.00

25. Employee benet expenses


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Salaries, wages and bonus 188.74 170.03
Contribution to provident and other funds (Refer note 42) 12.30 10.46
Employees stock option charge (Refer note 3 (d)) 3.79 3.27
Stock appreciation rights expenses (Refer note 41 (d))
STAR Grant Expenses 15.38 24.76
Less: Accretion in amounts recoverable from the Trust 14.75 22.54
0.63 2.22
Sta welfare expenses 11.89 11.19
Total 217.35 197.17

26. Finance costs


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Interest on:
Long term borrowings 7.13 8.68
Short term borrowings 0.24 3.97
Other borrowing costs 0.19 0.17
Bank and other nancial charges 1.30 1.49
Applicable net loss on foreign currency transactions and translation 5.92 2.66
Total 14.78 16.97

231
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

27. Depreciation, amortisation and impairment (Refer note 35)


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Depreciation on tangible assets (Including assets held for sale) (Refer note 2(d) (I)) 58.26 50.11
Amortisation on intangible assets (Refer note 2(d) (II)) 8.87 7.80
Impairment loss / (reversal of loss) of capitalised assets 6.69 (3.36)
Amortisation of Investment Property (Refer note 13 (A)) 0.43 0.20
Total 74.25 54.75

28. Other Expenses


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Consumption of stores and spare parts (refer note (a) below) 15.91 13.45
Power, fuel and water 28.31 29.11
Contract manufacturing charges 168.36 151.84
Rent and storage charges 27.43 25.76
Repairs to:
Building 8.69 7.17
Machinery 19.31 15.37
Others 2.25 1.37
Freight, forwarding and distribution expenses 197.06 186.83
Advertisement and sales promotion 579.40 480.52
Rates and taxes (net) 42.97 57.61
Commission to selling agents 2.52 1.92
Communication expenses 7.26 6.70
Printing and stationery 1.53 1.62
Travelling, conveyance and vehicle expenses 24.99 26.57
Royalty 5.30 5.55
Insurance 6.23 5.15
Payments to the auditor as:
- Statutory audit fees (including Limited Review) 1.09 0.96
- for other services as statutory auditors 0.12 0.12
- for reimbursement of expenses 0.02 0.02
Net loss on foreign currency transactions and translation (Refer note (b) below) 56.02 9.72
Commission to Non-executive directors 1.31 1.29
Provision for doubtful Loans and advances 0.82 -
Provision for doubtful debts and advances 1.08 0.25
Bad debts / advances written o 0.06 -
Miscellaneous expenses (Refer note (c) below ) 94.36 77.44
Total 1,292.40 1,106.34

a) There is no consumption of imported stores and spares during the current year and the previous year.

232 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

b) Net loss on foreign currency transactions and translation is other than as considered in nance cost.

c) Miscellaneous expenses include :

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Labour charges 13.37 11.20
Training & seminar expenses 5.21 4.78
Outside services 19.38 10.92
Legal & professional charges 33.91 30.18
Donation 7.59 6.80
Loss on sale of assets (net) - 1.45

29. Contingent liabilities


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Disputed tax demands / claims :
Sales tax 22.58 14.67
Income tax 47.14 47.14
Customs duty 0.31 0.31
Agricultural produce marketing cess 9.69 9.69
Employees state insurance corporation 0.18 0.18
Excise duty on subcontractors 0.54 0.54
Service Tax 0.17 0.17
Excise duty on CNO dispatches (Refer note below) 685.50 565.62
Excise duty on By-Product 4.67 4.67
Claims against the Company not acknowledged as debts. 0.08 0.14
Corporate guarantees given to banks on behalf of Broadcast Audience Research Council 0.60 0.60
(BARC)
Stand by Letter of Credit (SBLC) issued by the Company's banks on behalf of subsidiaries 139.78 131.87
for credit and other facilities granted by banks. (Credit and other facilities availed by the
subsidiaries as at the year end - R 120.90 Crore (R 119.95 Crore))
These SBLC are given for working capital requirement and are generally renewed every year.
Letter of credit - 31.84

It is not practicable for the Company to estimate the timings of cash outows, if any, in respect of the above pending
resolution of the respective proceedings.

Note:

This contingent liability pertains to a possible obligation in respect of pure coconut oil packs up to 200 ml. This claim has
been contested by the excise department. Based on the various judicial pronouncements, management believes that the
probability of success in the matter is more likely than not and accordingly, the possible excise obligation has been treated as
a contingent liability in accordance with requirements of Accounting Standard (AS) 29 Provisions, Contingent Liability and

233
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

Contingent Asset. The possible obligation of R 563.73 Crore (R 443.85 Crore) for the clearances made aer June 3, 2009 (i.e.
the date of issue of Board circular) till March 31, 2016 and R 121.77 Crore (R 121.77 Crore) for clearances made prior to June
3, 2009 has been disclosed as contingent liability to the extent of the time horizon covered by show cause notices issued by
the excise department within the normal period of one year (from the date of clearance) as per the excise laws.

The Company will continue to review this matter during the coming accounting periods based on the developments on the
outcome in the pending cases and the legal advice, that it may receive from time to time.

30. Capital commitments


(r in Crore)
Particulars As at As at
March 31, 2016 March 31, 2015
Estimated amount of contracts remaining to be executed on capital account and not 12.02 11.83
provided for (net of advances)
Total 12.02 11.83

31. CIF value of imports


(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Raw materials 207.38 155.85
Packing materials 1.58 1.09
Capital goods 1.31 3.56
Stock - in - trade (Traded goods) 12.24 3.99
Total 222.51 164.49

32. Expenditure in foreign currency

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
Travelling and other expenses 0.75 0.85
Advertisement and sales promotion 11.88 14.86
Interest on other loans 7.13 8.77
Employee benet expenses 2.45 1.99
Miscellaneous expenses 1.59 1.85
Total 23.80 28.32

234 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

33. Earnings in foreign currency

(r in Crore)
Particulars For the year ended For the year ended
March 31, 2016 March 31, 2015
FOB value of exports 174.94 207.09
Royalty 10.10 7.15
Dividend 105.80 94.87
Interest 0.31 0.71
Miscellaneous Income 2.13 0.68
Total 293.28 310.50

34. Research and Development expenses aggregating to R 6.93 Crore for food and edible items and R 18.11 Crore for others
have been included under the relevant heads in the Statement of Prot and Loss (Previous year aggregating R 19.19 Crore).
Further Capital expenditure pertaining to this of R 0.05 Crore for food and edible items and R 2.38 Crore for others have been
incurred during the year (Previous year aggregating to R 0.55 Crore).

35. During the previous year ended March 31, 2015, pursuant to Schedule II of Companies Act, 2013 (Schedule) becoming
eective from April 1, 2014, the Company had applied the useful life of assets as prescribed in the Schedule or the estimated
useful life, whichever is lower, for ascertaining the depreciation expense.

In case of assets which had completed their useful life as at April 1, 2014, [the carrying value (net of residual value) of which
amounted to R 0.83 Crore] R 0.54 Crore (net of tax eect of R 0.29 Crore) was adjusted in the opening balance of retained
earnings (Refer note 4).

36.
A. Additional information on assets taken on lease:
The Companys signicant leasing arrangements are in respect of residential ats, oce premises, warehouses,
vehicles etc. taken on lease. The arrangements range between 11 months to 3 years and are generally renewable
by mutual consent or mutually agreeable terms. Under these arrangements refundable interest-free deposits have
been given.
(r in Crore)
Particulars March 31, 2016 March 31, 2015
Lease rental payments recognized in the Statement of Prot and Loss. 23.44 22.33
In respect of assets taken on non-cancellable operating lease:
Lease obligations
Future minimum lease rental payments
- not later than one year 20.44 12.45
- later than one year but not later than ve years 49.87 19.93
- later than ve years 20.68 0.06
Total 90.99 32.44

235
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

B. Additional information on assets given on lease: (Refer Note 12 (iv))


(r in Crore)
Particulars March 31, 2016 March 31, 2015
Lease rental Income recognized in the Statement of Prot and Loss. 0.91 0.64

(r in Crore)
Cost as at Depreciation for Accumulated
Net Book Value
March 31, the year ended Depreciation as
Asset as at March 31,
March 31, at March 31,
2016 2015 2016 2015 2016 2015 2016 2015

Plant and equipment - 1.90 - 0.01 - 1.74 - 0.16

Investment Property (Refer Note 13 (A)) 25.78 12.36 0.43 0.20 1.49 0.60 24.29 11.76

37. Derivative transactions


a. The total derivative instruments outstanding as on year end March 31, 2016 are Plain Forwards, Plain Vanilla
Put Option, Cross currency swap and Interest rate swap:

March 31, 2016 March 31, 2015

Particulars Currency Notional Amount Equivalent Amount Notional Amount Equivalent Amount
in Foreign in R Crore at the in Foreign in R Crore at the
Currency year end * currency year end *
Forward contracts
outstanding
Exports: USD 18,578,685 123.08 1,195,570 7.47
Foreign currency loans USD 8,000,000 53.00 - -
Imports USD 6,651,164 44.06 3,789,550 23.68
Imports AUD 951,400 4.83 243,100 1.16
Imports EUR - - 480,000 3.22
Loan to subsidiary: ZAR 2,999,500 1.34 10,559,500 5.44
Options Contracts
outstanding
Exports USD 273,000 1.81 4,373,000 27.33
Imports USD 1,920,031 12.72 3,321,040 20.76
Foreign currency loans USD 8,000,000 53.00 - -
Imports AUD 951,400 4.83 574,600 2.73

* Converted into the exchange rate at the respective year end.

236 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

Out of the above, the following have been designated as cash ow hedges :

March 31, 2016 March 31, 2015


Particulars Currency Amount in Foreign Fair Value Amount in Foreign Fair Value
Currency (r in Crore) Currency (r in Crore)
Forward contracts USD 25,229,849 171.10 4,985,120 31.16
Forward contracts AUD 951,400 4.95 243,100 1.16
Forward contracts EUR - - 480,000 3.22
Options contract AUD 951,400 0.45 574,600 0.10
Options contract USD 10,193,031 2.05 7,694,040 0.48

Details of Interest rate swaps which the Company has entered into for hedging its interest rate exposure on
borrowings in foreign currency :
(r in Crore)
March 31, 2016 March 31, 2015
Particulars Currency Amount in Foreign Fair Value Amount in Foreign Fair Value
Currency (r in Crore) Currency (r in Crore)
Borrowings in Foreign USD 13,500,000 0.39 21,000,000 1.17
currency

The Cash ows are expected to occur and impact the Statement of Prot and Loss within the period of 1 year.
(Previous year: 2 years).

All the derivative contracts entered by the Company were for hedging purpose and not for any speculative purpose.

b. The Net foreign currency exposures not hedged as at the year end are as under:

Particulars March 31, 2016 March 31, 2015


Currency Amount Equivalent Amount Equivalent
in Foreign Amount in in Foreign Amount in
Currency Crore at the Currency Crore at the
year end* year end*
a. Amount (payable) /receivable
in foreign currency on account of
following :
(i) Foreign currency Creditors for BDT (1,200,000) (0.10) - -
import of goods and services EUR 272 0.01 (13,850) (0.09)
USD - - 1,865,047 11.66
LKR (1,382,474) (0.06) - -
GBP (103,417) (0.98) (158,871) (1.47)
SGD 121 0.01 (643) (0.01)
(ii) Foreign currency Creditors for CHF 680 0.01 680 0.01
capital imports GBP 26,013 0.25 800 0.01
EUR 12,529 0.09 320,000 2.15
USD - - 124,664 0.78

237
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

Particulars March 31, 2016 March 31, 2015


Currency Amount Equivalent Amount Equivalent
in Foreign Amount in in Foreign Amount in
Currency Crore at the Currency Crore at the
year end* year end*
(iii) Foreign currency Debtors for export AED 4,988 0.01 4,988 0.01
of goods CAD 37,610 0.19 - -
EUR 156,222 1.18 - -
GBP (82) (0.01) - -
USD - - 184,083 1.15
USD 4,603 0.03 4,928 0.03
b. Bank balances
VND 254,298 0.01 254,298 0.01
c. Other receivable/ (payable) BDT 66,720 0.01 (370) (0.01)
USD 40,537 0.27 58,887 0.37
ARS 6,633 0.01 16,500 0.01
EUR 2,091 0.02 1,000 0.01
AED 7,662 0.01 2,382 0.01
SGD 740 0.01 3,940 0.02
AUD (204) (0.01) 2,000 0.01
d. Loans and Advances to Subsidiaries AED 2,090,572 3.77 653,653 1.11
including interest accrued BDT 145,540,244 12.30 188,436,081 15.13
USD 2,741,655 18.16 2,036,189 12.73
EGP 658,217 0.49 617,735 0.51

* Converted into the exchange rate at the respective year end.

Excludes Loans payable of R 178.87 Crore [USD 27,000,000] (R 262.49 Crore [USD 42,000,000]) assigned to hedging
relationship against highly probable forecast sales. The Cash ows are expected to occur and impact the Statement
of Prot and Loss within the period of 1 year ( Previous year: 2 years).

Outstanding hedging contracts assigned against future sales and purchases have been adjusted while calculating
un-hedged foreign currency exposure on overall basis.

c. The Company had, opted for adoption of Accounting Standard 30 Financial Instruments: Recognition and
Measurement to the extent it does not conict with existing mandatory accounting standards and other authoritative
pronouncements. Accordingly, the net unrealised loss of R 25.47 Crore as at March 31, 2016 (R 74.97 Crores as at
March 31, 2015) in respect of outstanding derivative instruments and foreign currency loans at the period end
which qualify for hedge accounting, stands in the Hedge Reserve, which is being recognized in the Statement of
Prot and Loss on occurrence of the underlying transactions or forecast revenue.

238 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

38. Earnings per share: (Refer note 3 (e))

Particulars March 31, 2016 March 31, 2015


Prot for the year as per the Statement of Prot and Loss/ Prot available to equity 701.86 545.17
shareholders (R Crore)
Equity shares outstanding as at the year end 1,290,171,198 644,981,999
Weighted average number of equity shares used as denominator for calculating basic 1,290,164,173 1,290,067,598
earnings per share
Weighted average number of equity shares used as denominator for calculating diluted 1,290,854,382 1,290,760,798
earnings per share
Nominal value per equity share R1 R1
Basic earnings per equity share R 5.44 R 4.23
*Diluted earnings per equity share R 5.44 R 4.23

*Diluted EPS has been calculated aer taking into account options granted to certain eligible employees as referred in note
3(d).

Reconciliation of Basic and Diluted Shares used in computing earnings per share

Particulars March 31, 2016 March 31, 2015


Number of shares considered as basic weighted average shares outstanding 1,290,164,173 1,290,067,598
Add: Eect of dilutive stock options 690,209 693,200
Number of shares considered as weighted average shares and potential shares outstanding 1,290,854,382 1,290,760,798

39 Segment Information
The Company has only one reportable segment in terms of Accounting Standard 17 (AS 17) Segment Reporting, which is
manufacturing and sale of consumer products and geographical segments are insignicant.

239
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

40 Related Party disclosures :


I) Name of related parties and nature of relationship:
a) Subsidiary companies

Name of the Company Eective date Holding Country of Percentage


for Acquisition / Company incorporation of ownership
Incorporation interest*

Marico Bangladesh Limited (MBL) September 6, 1999 Marico Limited Bangladesh 90 (90)

Marico Middle East FZE (MME) November 8, 2005 Marico Limited UAE 100 (100)

Marico Bangladesh Industries Limited (MBLIL) August 2, 2003 MME Bangladesh 100 (100)

Egyptian American Company for Investment December 19, 2006 MME Egypt 100 (100)
and Industrial Development SAE (EAIIDC)

Marico Malaysia Sdn. Bhd. (MMSB) December 4, 2009 MME Malaysia 100 (100)

MEL Consumer Care SAE (MELCC) October 1, 2006 MME Egypt 100 (100)

Marico Egypt Industries Company (MEIC) January 1, 2008 MELCC Egypt 100 (100)

Marico South Africa Consumer Care (Pty) October 17, 2007 Marico Limited South Africa 100 (100)
Limited (MSACC)

Marico South Africa (Pty) Limited (MSA) November 1, 2007 MSACC South Africa 100 (100)

International Consumer Products Corporation February 18, 2011 Marico Limited Vietnam 100 (100)
(ICP)

Beaute Cosmetique Societe Par Actions (BCS) February 18, 2011 ICP Vietnam Nil (99)
(Refer Note (ii) below)
Thuan Phat Foodstu Joint Stock company February 18, 2011 ICP Vietnam 99.99 (99.99)
(TPF)

Marico Consumer Care Limited April 20, 2012 Marico Limited India 100 (100)

Halite Personal Care Private Limited (A May 29, 2012 MCCL India Nil (Nil)
Company under Voluntary Liquidation) (MCCL)

Marico Innovation Foundation (Refer Note (i) March 15, 2013 Marico Limited India N.A. (N.A.)
below) (MIF)

*Percentage in bracket relate to previous year.

Notes

i) The Marico Innovation Foundation (MIF), a company incorporated under Section 25 of the Companies Act, 1956
(being a private company limited by guarantee not having share capital) primarily with an objective of fuelling and
promoting innovation in India, is a wholly owned subsidiary of the Company with eect from March 15, 2013.
ii) During the year ended March 31, 2016, International Consumer Product Corporation a subsidiary of the Company
divested its entire stake in Beaute Cosmetique Societe Par Actions (BCS) on May 14, 2015.
b) Subsidiary rm:
MEL Consumer Care & Partners - Wind (Through MELCC)

240 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

c) Jointly Controlled Entity:


Bellezimo Professionale Products Private Limited (Refer note 44)
d) Key management personnel (KMP):
Mr.Saugata Gupta, Managing Director & CEO
e) Individual holding directly / indirectly an interest in voting power & their relatives (where transactions have taken
place) - Signicant Inuence:

Mr.Harsh Mariwala, Chairman & Non Executive Director

Mr.Rishabh Mariwala, son of Mr.Harsh Mariwala

f) Others - Entities in which above (e) has signicant inuence and transactions have taken place:

Marico Kaya Enterprises Limited (upto April 18, 2015)

Kaya Limited

Kaya Middle East FZE

II) Transactions during the year


(r in Crore)
Particulars Subsidiaries & Joint KMP Others
Venture (Referred in I (d) above) (Referred in I (e) and
(Referred in I (a), (b) (f) above)
and (c) above)
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015
Sale of goods 98.57 146.43 - - 0.24 0.19
Marico Bangladesh Limited 16.98 72.85 - - - -
Marico Middle East FZE 79.03 70.97 - - - -
Others 2.55 2.61 - - 0.24 0.19
Purchase of goods 6.59 4.18 - - - -

International Consumer Products Corporation 6.54 3.04 - - - -

MEL Consumer Care & Partners - Wind 0.05 1.14 - - - -


Royalty income 10.10 7.15 - - - -
Marico Bangladesh limited 5.81 5.54 - - - -

Marico Middle East FZE 3.74 1.09 - - - -

Others 0.55 0.52 - - - -

Dividend income 114.06 94.87 - - - -

Marico Bangladesh limited 105.80 94.87 - - - -

Others 8.26 - - - - -

Interest income 0.31 0.71 - - - -


Marico South Africa Consumer Care (pty) Limited 0.31 0.71 - - - -

Expenses paid on behalf of Related parties 12.82 8.96 - - 1.24 1.58

Marico Bangladesh limited 3.62 3.04 - - - -

241
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars Subsidiaries & Joint KMP Others
Venture (Referred in I (d) above) (Referred in I (e) and
(Referred in I (a), (b) (f) above)
and (c) above)
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015
Marico Egypt Industries Company 2.36 1.27 - - - -
Marico Middle East FZE 3.84 1.92 - - - -
Kaya Limited - - - - 1.06 1.27
International Consumer Products Corporation 2.51 1.96 - - - -

Others 0.50 0.77 - - 0.18 0.31

Expenses paid by Related parties on behalf of Marico - 0.13 - - 0.23 0.22


Limited

Marico Egypt Industries Company - 0.10 - - - -

Kaya Middle East FZE - - - - 0.23 0.22

Others - 0.03 - - - -

Lease Rental Income - - - - 0.72 0.64


Kaya Limited - - - - 0.72 0.61
Others - - - - - 0.03
Royalty Expenses 5.30 5.54 - - - -
Marico Consumer Care limited 5.30 5.54 - - - -
Claims Settled - 0.03 - - - -
Marico Middle East FZE - 0.03 - - - -
Remuneration / Professional Fees - - 8.06 6.34 6.36 7.36
Mr.Saugata Gupta (Incentive considered on payment basis) - - 8.06 6.34 - -
Mr.Saugata Gupta (693,200 ESOPs Granted during the - - - - - -
previous year Refer Note 3 (d) and (e))
Mr.Harsh Mariwala (Incentive considered on payment basis in - - - - 6.35 7.35
previous year)
Others - - - - 0.01 0.01
Loans & Advances Recovered 23.32 19.85 - - 1.94 3.88
Kaya Limited - - - - 1.64 3.31
Marico Bangladesh limited 11.42 4.37 - - - -
Marico South Africa Consumer Care (pty) Limited 4.07 3.98 - - - -
Marico Egypt Industries Company 1.39 4.32 - - - -
Marico Middle East FZE 3.37 4.45 - - - -
Others 3.07 2.73 - - 0.30 0.57
Investments made during the year 1.35 - - - - -
Bellezimo Professionale Products Private Limited 1.35 - - - - -

242 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars Subsidiaries & Joint KMP Others
Venture (Referred in I (d) above) (Referred in I (e) and
(Referred in I (a), (b) (f) above)
and (c) above)
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015
Donation Given / CSR Activities 2.15 0.44 - - - -
Marico Innovation Foundation 2.15 0.44 - - - -
Purchase of Fixed Assets - 16.85 - - - 0.01
Marico Malaysia Sdn. Bhd. - 16.85 - - - -
Kaya Limited - - - - - 0.01
Stand by Letter of Credit issued to banks - 9.37 - - - -
Marico Middle East FZE - 9.37 - - - -
Stand by Letter of Credit discharged - 11.86 - - - -
Marico Malaysia Sdn. Bhd. - 11.86 - - - -
Deposit Taken - - - - 0.10 -
Kaya Limited - - - - 0.10 -
Provision for doubtful advances 0.82 - - - - -
Marico Bangladesh limited 0.82 - - - - -
Corporate guarantee discharged - - - - - 8.00
Kaya Limited - - - - - 8.00

III) Balances as at the year end

(r in Crore)
Particulars Subsidiaries KMP & their relatives Others
(Referred in I (a) and (Referred in I (c) above) (Referred in I (d) and
(b) above) (e) above)
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015
Investment 1,090.69 1,089.34 - - - -
International Consumer Products Corporation 254.98 254.98 - - - -
Marico Consumer Care limited 745.70 745.70 - - - -
Others 90.01 88.66 - - - -
Trade payable 3.69 2.12 - - - -

MEL Consumer Care & Partners - Wind 0.02 0.34 - - - -

International Consumer Products Corporation 3.68 1.79 - - - -


Others (0.01) (0.01) - - - -
Dues Payable 1.26 1.06 - - - 0.11
Marico Consumer Care limited 1.26 1.06 - - - -
Others - - - - - 0.11
Trade Receivable 30.20 18.29 - - 0.12 0.05
Marico Middle East FZE 20.88 17.25 - - - -

243
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Particulars Subsidiaries KMP & their relatives Others
(Referred in I (a) and (Referred in I (c) above) (Referred in I (d) and
(b) above) (e) above)
March 31, March 31, March 31, March 31, March 31, March 31,
2016 2015 2016 2015 2016 2015
Marico Bangladesh Limited 8.93 - - - - -
Others 0.39 1.04 - - 0.12 0.05
Short term loans and advances 19.36 13.91 - - 0.73 0.55
Marico South Africa Consumer Care (pty) Limited 1.34 3.89 - - - -
Marico Bangladesh Limited 5.92 3.73 - - - -
Marico Middle East FZE 6.68 - - - - -
Others 5.42 6.29 - - 0.73 0.55
Long term loans and advances 15.78 21.06 - - - -
Marico South Africa Consumer Care (pty) Limited - 1.55 - - - -
Marico Bangladesh Limited (net of provision) 15.78 19.51 - - - -
Interest accrued on loans and advances 0.04 0.14 - - - -
Marico South Africa Consumer Care (pty) Limited 0.04 0.14 - - - -
Security Deposits Taken - - - - 0.10 -
Kaya Limited - - - - 0.10 -
Stand-by Letter of Credit given to banks 139.78 131.87 - - - -
Marico Middle East FZE 139.78 131.87 - - - -

IV Disclosure for loans and advances in terms of Securities & Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Loans and advances in the nature of loans to subsidiaries :
(r in Crore)
Particulars March 31, 2016 March 31, 2015
Loans to subsidiary: Marico South Africa Consumer Care (pty) Limited
Balance as at the year end 1.34 5.44
Maximum amount outstanding at any time during the year 7.41 11.94

The subsidiaries do not hold any shares in the Company.

244 MARICO LIMITED | ANNUAL REPORT 201516


41
a) The Corporate Governance Committee has granted Stock Appreciation Rights (STAR) to certain eligible employees pursuant to the Companys Employee Stock
Appreciation Rights Plan, 2011 (Plan). The grant price is determined based on a formulae as dened in the Plan. There are schemes under each Plan with
dierent vesting periods. Scheme I, II and III have matured on their respective vesting dates. Under the Plan, the specied eligible employees are entitled to
receive a Star Value which is the excess of the maturity price over the grant price subject to certain conditions. The Plan is administered by Corporate Governance
STRATEGIC REPORT

Committee comprising independent directors.


b) Details of Star Scheme:
(r in Crore)
STAR II STAR III STAR IV STAR V STAR VI
0240

Grant Date December 1, 2011 December 1, 2012 December 1, 2012 December 2, 2013 December 2, 2013 August 5, 2015 August 5, 2015 November 4, 2015 December 1, 2015 December 1, 2015
Grant Price (R) 148.53 213.91 213.91 208.96 104.48 104.48 217.46 197.61 203.63 203.63
Vesting Date November 30, 2014 November 30, 2014 November 30, 2015 November 30, 2015 November 30, 2016 November 30, 2016 November 30, 2017 November 30, 2017 November 30, 2017 November 30, 2018
As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31
2016 2015 2016 2015 2016 2015 2016 2015 2016* 2015 2016* 2015 2016* 2015 2016* 2015 2016* 2015 2016* 2015
Number of grants outstanding at the - 542,200 - 139,600 771,600 938,100 121,100 133,600 1,509,400 888,200 - - - - - - - - - -
beginning of the year
Add : Granted during the year - - - - - - - - - - 545,400 - 1,236,200 - 91,600 - 5,400 - 1,355,000 -
Less : Forfeited during the year - 70,100 - 51,100 170,800 166,500 21,000 12,500 334,400 133,500 126,000 - 145,000 - - - - - 21,600 -
Less : Exercised during the year - 472,100 - 88,500 600,800 - 100,100 - - - - - - - - - - - - -
Number of grants at the end of the - - - - - 771,600 - 121,100 1,175,000 754,700 419,400 - 1,091,200 - 91,600 - 5,400 - 1,333,400 -
year
STATUTORY REPORTS

* Numbers are adjusted for 1:1 bonus issued in December 2015, wherever required.
(r in Crore)
STAR II STAR III STAR IV STAR V STAR VI
As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31 As at March 31
2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015
42137

Total Provision - 2.56 - - - 10.37 - 1.43 12.73 5.95 0.71 - 1.66 - 0.15 - 0.01 - 1.61 -
Less: Accretion in amounts - 2.53 - - - 9.92 - 1.33 12.73 4.25 0.55 - 0.81 - 0.07 - 0.01 - 0.40 -
recoverable from the Trust (Also refer
note (c) and (d) below)
Net Provision - 0.03 - - - 0.45 - 0.10 - 1.70 0.16 - 0.85 - 0.08 - _ - 1.21 -
Classied as long-term - - - - - - - - - 1.70 - - 0.85 - 0.08 - _ - 1.21 -
Classied as short-term - 0.03 - - - 0.45 - 0.10 - - 0.16 - - - - - - - - -

c) The Company has formed Welfare of Mariconians Trust (The Trust) for the implementation of the schemes that are notied or may be notied from time to time by the
Company under the Plan. The Company has advanced R 66.56 Crore (R 28.16 Crore) to the Trust for purchase of the Companys shares under the Plan, of which R 50.59
Crore (R 8.40 Crore) is included under Long term loans and advances (Refer Note 14) and R 15.97 Crore (R 19.76 Crore) under Short term loans and advances (Refer
Note 20). As per the Trust Deed and Trust Rules, upon maturity, the Trust shall sell the Companys shares and hand over the proceeds to the Company. The Company, aer
FINANCIAL STATEMENTS

adjusting the loan advanced and interest thereon (on loan advanced aer April 1, 2013), shall utilize the proceeds towards meeting its STAR Value obligation.
d) The dierence between the market price of the Companys shares as at the year end and the grant price aer adjusting for the dierence between the amounts due
from the Trust and the loan advanced to the Trust is recognized as an expense over the vesting period and accordingly an amount of R 0.63 Crore (R 2.22 Crore) has been
139249

charged to the Statement of Prot and Loss. The Company has made total provision of R 2.30 Crore (R 2.25 Crore), of which R 2.14 Crore (R 1.70 Crore) is classied as Long
term provisions (Refer Note 7) and R 0.16 Crore (R 0.55 Crore) under Short term provisions (Refer Note 11).

245
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

42 Disclosures in terms of Accounting Standard 15 : Employee Benets :


A. Dened Benet plan:
Provident Fund Gratuity
I. Actuarial assumptions :
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Discount rate 7.72% 7.89% 7.72% 7.89%
Rate of return on Plan assets* 8.80% 8.75% 7.72% 7.89%
Future salary rise** 10% 10% 10% 10%
Attrition rate 17% 17% 17% 17%
Mortality Indian Assured Lives Mortality Indian Assured Lives Mortality
(2006-08) Ultimate (2006-08) Ultimate
*The expected rate of return on plan assets is based on expectation of the average long term rate of return expected on
investment of the fund during the estimated term of the obligations.
**The estimates of future salary increases, considered in actuarial valuation, take account of ination, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market. (The expected rate of return on plan
assets is based on the current portfolio of assets, investment strategy and market scenario.)

(r in Crore)

II. Changes in dened benet Provident Fund Gratuity


obligations: March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Liability at the beginning of the year 82.31 81.83 17.67 14.40
Interest cost 7.20 6.75 1.39 1.30
Current service cost 6.72 6.02 1.05 0.88
Employee contribution 9.40 8.21 - -
Liability Transferred in 2.82 2.99 - -
Liability Transferred out (3.33) (4.15) - -
Benets paid (10.70) (19.34) (2.17) (1.21)
Actuarial (gain)/loss on obligations - - 0.14 0.79
(Due to change in nancial obligation)
Actuarial (gain)/loss on obligations - - 1.90 1.50
(Due to Experience)
Liability at the end of the year 94.42 82.31 19.98 17.67

(R in Crore)

III. Change in fair value of plan Provident Fund Gratuity


assets : March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Fair value of plan assets at the 85.80 82.59 15.06 13.14
beginning of the year
Expected return on plan assets 7.20 6.75 1.19 1.14
Contributions 16.12 14.24 3.25 1.26
Transfer from other Company 2.82 2.99 - -
Transfer to other Company (3.33) (4.15) - -
Benets paid (10.84) (19.34) (2.17) (1.21)
Actuarial gain/(loss) on plan assets 0.82 2.72 (0.03) 0.73
Fair value of plan assets at the end 98.59 85.80 17.30 15.06
of the year

246 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Provident Fund Gratuity
IV. Actual return on plan assets :
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Expected return on plan assets 7.20 6.75 1.19 1.14
Actuarial gain/(loss) on plan assets 0.82 2.72 (0.03) 0.73
Actual return on plan assets 8.02 9.47 1.16 1.87

(r in Crore)
Provident Fund Gratuity
V. Amount recognized in the
March 31, March 31, March 31, March 31, March 31, March 31, March 31,
Balance Sheet
2016 2015 2016 2015 2014 2013 2012
Liability at the end of the year - - 19.98 17.67 14.40 14.61 11.81
Fair value of plan assets at the end 98.60 85.80 (17.30) (15.07) (13.14) (12.49) (11.64)
of the year
Present value of benet obligation (94.43) (82.31) - - - - -
as at the end of the period
Dierence 4.17 3.49 2.68 2.60 1.26 2.12 0.17
Unrecognized past service Cost (4.17) (3.49) - - - - -
(Assets) / Liability recognized in - - 2.68 2.60 1.26 2.12 0.17
the Balance Sheet

(r in Crore)

VI. Percentage of each category of plan Provident Fund Gratuity


assets to total fair value of plan assets. March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Insurance managed funds - - 100.00% 96.60%
Special deposit scheme, Fixed deposit scheme - - - 3.40%
and others
Central Government securities 24.72% 23.34% - -
State loan/State government Guaranteed 15.43% 17.86% - -
Securities
Public Sector Units 43.94% 46.68% - -
Private Sector Units 7.92% 7.57% - -
Equity / Insurance Managed Funds 3.68% - - -
Others 4.31% 4.55% - -
Total 100% 100% 100% 100%

(r in Crore)
VII. Expenses recognized in the Statement Provident Fund Gratuity
Prot and Loss : March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Current service cost 6.72 6.02 1.05 0.88
Interest cost 7.20 6.75 0.21 0.16
Expected return on plan assets (7.20) (6.75) - -
Net actuarial (gain)/loss to be recognized - - 2.07 1.56
(Income) / Expense recognized in the 6.72 6.02 3.33 2.60
Statement of Prot and Loss

247
Making a dierence for 25 years

Notes
To Financial Statements for the year ended March 31, 2016

(r in Crore)
Provident Fund Gratuity
VIII. Balance Sheet reconciliation
March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015
Opening net liability - - 2.60 1.26
(Income) / Expense as above 6.72 6.02 3.33 2.60
Employers contribution (6.72) (6.02) (3.25) (1.26)
Closing net liability - - 2.68 2.60

(r in Crore)
Gratuity
IX. Experience Adjustments
March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013
On Plan liability (gain) / loss (0.03) 14.99 14.67 1.33
On plan asset (loss) / gain 1.90 7.33 (8.98) 0.13

As per actuarial valuation report, expected employers contribution in next year is R 5.07 Crore (R 3.65 Crore) for
gratuity and R 9.57 Crore (R 8.31 Crore) for provident fund.

B. Privileged leave (Compensated absence for employees):


Amount recognized in the Balance Sheet and movements in net liability:
(r in Crore)
Particulars March 31, 2016 March 31, 2015
Opening balance of compensated absences (a) 6.02 4.41
Present value of compensated absences (As per actuarial valuation) as at the year 6.71 6.02
end (b)
(Excess)/ Unfunded liability of Compensated Absences recognized in the Statement (0.69) (1.61)
of Prot and Loss for the year (a-b)

The privileged leave liability is not funded.

C. Dened contribution plan :


The Company has recognized R 8.57 Crore (R 7.42 Crore) towards contribution to provident fund, R 0.15 Crore
(R 0.22 Crore) towards contribution to superannuation fund and R 0.05 Crore (R 0.08 Crore) towards employee state
insurance plan in the Statement of Prot and Loss.

43 Expenses towards Corporate Social Responsibility:


(a) Gross amount required to be spent by the company during the year : R 11.35 Crore (Previous year R 9.5 Crore)

(b) Amount spent during the year : R 10.02 Crore (Previous year R 11.19 Crore) on :

(r in Crore)

Particulars Paid Yet to be paid Total


(i) Construction/acquisition of any asset - - -
(ii) On purposes other than (i) above 10.02 - 10.02

248 MARICO LIMITED | ANNUAL REPORT 201516


STRATEGIC REPORT 0240 STATUTORY REPORTS 42137 FINANCIAL STATEMENTS 139249

Notes
To Financial Statements for the year ended March 31, 2016

44 Interest in Jointly Controlled Entity:


During the year ended March 31, 2016, the Company has acquired 45% stake in Bellezimo Professionale Products Private
Limited, a jointly controlled entity on October 21, 2015. In compliance with Accounting Standard 27 - Financial Reporting
of Interests in Joint Ventures - (AS-27) specied under Section 133 of the Companies Act, 2013, read with Rule 7 of the
Companies (Accounts) Rules, 2014, the Company has direct interest in the following jointly controlled entity:

Amount of Interest based on the Audited Accounts for the year ended March 31, 2016
(r in Crore)
Name of the Company Country of Holding % Assets Liabilities Income Expenditure Contingent Capital
Incorporation Liabilities Commitment
Bellezimo Professionale India 45% 0.90 0.68 0.49 1.31 Nil Nil
Products Private Limited

45 Previous year gures:


a) Previous year gures have been re-grouped and reclassied wherever necessary to conform to this years
classication.

b) The gures in brackets mentioned in statement of the note represent those of the previous year.

As per our attached report of even date

For Price Waterhouse For and on behalf of the Board of Directors


Chartered Accountants
Firm Registration No. 301112E
HARSH MARIWALA SAUGATA GUPTA
UDAY SHAH Chairman Managing Director and CEO
Partner [DIN 00210342] [DIN 05251806]
Membership No. 46061
VIVEK KARVE SURENDER SHARMA
Chief Financial Ocer Company Secretary
[Membership No.A13435]
Place: Mumbai Place: Mumbai
Date: April 29, 2016 Date: April 29, 2016

249
Making a dierence for 25 years

Notice

NOTICE is hereby given that the Twenty Eighth Annual Companies Act, 2013 read with the Companies (Audit and
General Meeting of Marico Limited will be held on Friday, Auditors) Rules, 2014 and Companies (Cost Records and
August 5, 2016 at 9.00 a.m. at the National Stock Exchange of Audit) Rules, 2014, including any statutory modication(s)
India Ltd, Gr. Floor Dr. R. H. Patil Auditorium, Exchange Plaza, or re-enactment(s) thereof for the time being in force,
G-Block, Plot No. C1, Bandra Kurla Complex, Bandra (East), the remuneration of Rs. 8,25,000 p.a. (Rupees Eight
Mumbai 400051, to transact the following business: Lakhs Twenty Five Thousand only), excluding taxes
and reimbursement of out of pocket expenses at actual
ORDINARY BUSINESS
incurred, if any, in connection with the audit to M/s. Ashwin
1. To receive, consider and adopt the audited financial Solanki & Associates, Cost Accountants (Firm Registration
statement including audited consolidated financial Number 100392), as approved by the Board of Directors
statement of the Company for the nancial year ended of the Company for conducting audit of the cost records
March 31, 2016 together with the reports of the Board for the nancial year ending March 31, 2017, be and is
of Directors and Auditors thereon. hereby ratied.
2. To confirm the declaration of Interim Dividends of 6. To approve the Marico Employee Stock Option Plan 2016
Rs. 1.75, Rs. 1.50 and Re. 1.00 per equity share of Re. 1 each, and grant of stock options to the eligible employees of the
declared during the nancial year ended on March 31, 2016. Company under the Plan and in this regard to consider
and if thought t, to pass with or without modication(s),
3. To appoint a Director in place of Mr. Rajen Mariwala (DIN
the following resolution as a Special Resolution:
00007246), who retires by rotation and being eligible,
oers himself for re-appointment. RESOLVED THAT:
4. To ratify the appointment of M/s. Price Waterhouse, Pursuant to:
Chartered Accountants (Firm Registration No. 301112E)
a. the provisions of Section 62 and all other provisions
as Statutory Auditors of the Company and if thought t,
applicable, if any, of the Companies Act, 2013 and
to pass with or without modication(s), the following
the rules made thereunder, including any statutory
resolution as an Ordinary Resolution:
modication(s) or re-enactment(s) thereof for the
RESOLVED THAT pursuant to the provisions of Section time being in force (the Act);
139, Section 142 and other applicable provisions, if
b. the relevant clauses of the Memorandum and Articles
any, of the Companies Act, 2013 and the Rules made
of Association of the Company;
thereunder, including any statutory modication(s) or
re-enactment(s) thereof for the time being in force, c. the provisions of the Securities and Exchange
appointment of M/s. Price Waterhouse, Chartered Board of India (Share Based Employee Benets)
Accountants (Firm Registration No. 301112E) as Statutory Regulations, 2014 (SBEB Regulations) as amended
Auditors of the Company to hold oce from the conclusion from time to time read with the Circulars issued
of the 28th Annual General Meeting of the Company until thereunder;
the conclusion of the 29th Annual General Meeting of the d. the Securities and Exchange Board of India
Company, be and is hereby ratied on such remuneration (Listing Obligations and Disclosure Requirements)
and terms and conditions as may be decided by the Board Regulations, 2015 (the SEBI Regulations);
of Directors of the Company from time to time.
e. recommendation made by the Board of Directors of
SPECIAL BUSINESS the Company [hereinaer called the Board which
5. To ratify the remuneration payable to M/s. Ashwin term shall be deemed to include the Corporate
Solanki & Associates, Cost Accountants (Firm Registration Governance Committee (acting as the Nomination
Number 100392), the Cost Auditors of the Company for and Remuneration Committee as per section 178 of
the nancial year ending March 31, 2017 and if thought the Act) thereof or any other Committee which the
t to pass with or without modication(s), the following Board may have constituted or hereinaer constitute
resolution as an Ordinary Resolution: from time to time to act as the Compensation
Committee for exercise of its powers including the
RESOLVED THAT pursuant to the provisions of Section power conferred by this Resolution]; at their meeting
148 and other applicable provisions, if any, of the held on June 29, 2016; and

250 MARICO LIMITED | ANNUAL REPORT 201516


f. the provisions of Foreign Exchange Management Act, v. the grant of Options to any single employee
1999 and rules and regulations framed thereunder shall not exceed 0.15 per cent of the issued
and any rules, circulars, notications, guidelines and equity share capital of the Company as on
regulations issued by the Reserve Bank of India and any the Commencement Date in any one single
other applicable laws for the time being in force; and scheme notied under the Plan.
subject to such approvals, consents, permissions and 3. the Board be and is hereby further authorized:
sanctions, as may be required and further subject to such
i. to formulate, evolve, decide upon, determine
terms and conditions as may be prescribed while granting
the detailed terms and conditions of various
such approvals, consents, permissions and sanctions and
schemes under the Plan, including but not
which may be agreed to and accepted by the Board:
limited to the terms or combination of the
1. the consent of the Company be and is hereby terms subject to which the Options are to
accorded to the Employee Stock Option Plan be granted, the exercise period, the vesting
called the Marico Employee Stock Option Plan period, the vesting conditions, instances
2016 (Marico ESOP 2016 or the Plan), the where such Options shall lapse, treatment
salient features whereof are furnished in the of lapsed options as the Board may in its
Explanatory Statement to this Notice, to create, absolute discretion think t;
oer and grant such number of stock options
(Options) at such price or prices in one or ii. to issue and allot fully paid up equity
more tranches, under one or more employee shares upon exercise of the Options from
stock option schemes (Stock Options Issue time to time in the manner aforesaid, and
or Issue) under the Plan, exercisable into such equity shares shall rank pari-passu in
fully paid-up equity shares of the Company to all respects with the then existing equity
such permanent employees of the Company shares of the Company;
including the Managing Director & CEO who
iii. to authorize the Chairman & Non Executive
may be eligible in accordance with the SBEB
Director of the Company to recommend to
Regulations (the Option Grantees), as may be
the Board the quantum of Options to be
determined by the Board, from time to time;
granted to the Managing Director & CEO and
2. the Board be and is hereby authorised to decide to authorize the Managing Director & CEO
from time to time the terms and conditions of to recommend to the Board the quantum
the Issue, including but without limitation the of Options to be granted to the eligible
following: employees of the Company other than the
Managing Director & CEO;
i. the manner in which the Issue is made;
iv. to take necessary steps for listing of the
ii. the period during which the Issue is made;
equity shares allotted under the various
iii. the number of tranches in which the Issue schemes under the Plan on the stock
is made; and exchanges where the equity shares of the
iv. generally to govern such Stock Options Company are listed in accordance with the
Issue by implementing various schemes provisions of the SEBI Regulations, SBEB
under the Plan in a manner that the grant of Regulations and other applicable laws and
the Options under the Plan shall not exceed regulations;
in the aggregate, 0.6 per cent of the of the v. to make a fair and reasonable adjustment to
issued equity share capital of the Company the number and other terms and conditions
as on the commencement of the Plan, i.e. of the Options granted in terms of this
August 5, 2016 (the Commencement Resolution, subject to the applicable laws,
Date) (excluding outstanding warrants in the event of any corporate action(s)
and conversions) and; including but not limited to rights issue(s),
bonus issue(s), merger(s), demerger(s),
divestment(s), restructuring etc.;

251
Making a dierence for 25 years

vi. to adjust in due proportion as the case may d. to settle all questions, diculties or doubts
be, the number of shares to be allotted and that may arise in relation to formulation
the price to be paid by the Option Grantees and implementation of the schemes at any
in terms of this Resolution, subject to the stage including at the time of listing of the
applicable laws, upon any restructuring equity shares issued herein;
involving change in the face value or
e. to do all such acts, deeds, matters and
the paid-up value of equity shares in the
things as the Board may at its discretion
Company from its present level of Re. 1 per
deem necessary or desirable for such
share, provided that such adjustment shall
purpose, including without limitation
not aect any other rights or obligations
the drafting, finalization, entering into
of the Option Grantees; and
and execution of any arrangements or
vii. to make any modifications, changes, agreements; and
variations, alterations or revisions in
f. to delegate its authority under this
the Plan, as it may deem t, from time
Resolution to such personnel of the
to time or to suspend, withdraw or
Company as the Board may deem t for
revive the Plan from time to time in
carrying out tasks as listed above in sub-
conformity with the provisions of the Act,
clause (a) to (e).
the SBEB Regulations and other applicable
laws unless such variation, amendment, 7. To approve the grant of stock options to the eligible
modication or alteration is detrimental employees of the Companys subsidiaries under the
to the interest of the Option Grantees. Marico Employee Stock Option Plan 2016 and in this
regard to consider and if thought t, to pass with or
4. for the purpose of giving eect to the forgoing,
without modication(s), the following resolution as a
the Board be and is hereby authorized to do
Special Resolution:
the following for and on behalf of the Company,
without being required to specically seek any RESOLVED THAT:
further consent or approval of the shareholders
Pursuant to:
of the Company to the end and intent that they
shall be deemed to have given their approval a. the provisions of Section 62 and all other provisions
thereto expressly by the authority of this applicable, if any, of the Companies Act, 2013 and
Resolution: the rules made thereunder, including any statutory
modication(s) or re-enactment(s) thereof for the
a. to seek statutory or such other approvals as
time being in force (the Act);
may be necessary for the implementation
of the Marico ESOP 2016; b. the relevant clauses of the Memorandum and Articles
of Association of the Company;
b. to dispose of from time to time, such
Options as are not exercised, in such c. the provisions of the Securities and Exchange
manner, as the Board may deem t in its Board of India (Share Based Employee Benets)
absolute discretion; Regulations, 2014 (SBEB Regulations) as amended
from time to time read with the Circulars issued
c. to enter into and execute all such
thereunder;
arrangements as the case may be with any
advisors, bankers, depositories, custodians d. the Securities and Exchange Board of India
and other intermediaries (the Agencies) in (Listing Obligations and Disclosure Requirements)
relation to the Plan and the schemes to be Regulations, 2015 (the SEBI Regulations);
issued thereunder and to remunerate any e. recommendation made by the Board of Directors of
of the Agencies in any manner including the Company [hereinaer called the Board which
payment of commission, brokerage, fee or term shall be deemed to include the Corporate
payment of their remuneration for their Governance Committee (acting as the Nomination
services rendered; and Remuneration Committee as per section 178 of

252 MARICO LIMITED | ANNUAL REPORT 201516


the Act) thereof or any other Committee which the grant of Options to the eligible employees
Board may have constituted or hereinaer constitute of the Company shall not exceed in the
from time to time to act as the Compensation aggregate, 0.6 per cent of the of the issued
Committee for the exercise of its powers including equity share capital of the Company as on
the power conferred by this Resolution]; at their the commencement of the Plan, i.e. August
meeting held on June 29, 2016; and 5, 2016 (the Commencement Date)
(excluding outstanding warrants and
f. the provisions of Foreign Exchange Management
conversions) and the grant of Options to
Act, 1999 and rules & regulations framed thereunder
any single employee shall not exceed 0.15
and any rules, circulars, notications, guidelines and
per cent of the issued equity share capital
regulations issued by the Reserve Bank of India and
of the Company as on the Commencement
any other applicable laws for the time being in force;
Date in any one single Scheme notied
and
under the Plan.
subject to such approvals, consents, permissions
3. the Board be and is hereby further authorized:
and sanctions, as may be required and further
subject to such terms and conditions as may be a. to formulate, evolve, decide upon,
prescribed while granting such approvals, consents, determine the detailed terms and
permissions and sanctions and which may be agreed conditions of various schemes under the
to and accepted by the Board: Plan, including but not limited to the terms
or combination of the terms subject to
1. the consent of the Company be and is hereby
which the Options are to be granted, the
accorded to introduce, oer, issue and allot
exercise period, the vesting period, the
employee stock options (Options) under the
vesting conditions, instances where such
Marico ESOP 2016 (the Plan) to the eligible
Options shall lapse, treatment of lapsed
employees of the subsidiaries of the Company,
options as the Board may in its absolute
including Executive Directors whether working
discretion think t;
in India or outside India (Option Grantees),
except persons who are promoters or belong to b. to issue and allot fully paid up equity
the promoter group and Independent Directors, shares upon exercise of the Options from
the salient features whereof are furnished in time to time in the manner aforesaid, and
the Explanatory Statement to this Notice at such equity shares shall rank pari-passu in
such price or prices in one or more tranches, all respects with the then existing equity
under one or more employee stock option shares of the Company;
schemes under the Plan (Stock Options Issue
c. to authorize the Managing Director &
or Issue), exercisable into fully paid-up equity
CEO of the Company to recommend to
shares of the Company;
the Board the quantum of Options to be
2. the Board be and is hereby authorised to decide granted to the eligible employees of the
from time to time on the terms and conditions subsidiaries of the Company;
of the Issue, including but without limitation
d. to take necessary steps for listing of the
the following:
equity shares allotted under the various
i. the manner in which the Issue is made; schemes under the Plan on the stock
exchanges where the equity shares of the
ii. the period during which the Issue is made;
Company are listed in accordance with the
iii. the number of tranches in which the Issue provisions of the SEBI Regulations, SBEB
is made; and Regulations and other applicable laws and
regulations;
iv. generally to govern such Stock Options
Issue by implementing various schemes e. to make a fair and reasonable adjustment
under the Plan in a manner that the grant to the number and other terms and
of the Options under the Plan including the conditions of the Options granted in

253
Making a dierence for 25 years

terms of this Resolution, subject to custodians and other intermediaries (the


the applicable laws, in the event of any Agencies) in relation to the Plan and
corporate action(s) including but not the schemes to be issued thereunder
limited to rights issue(s), bonus issue(s), and to remunerate any of the Agencies
merger(s), demerger(s), divestment(s), in any manner including payment of
restructuring etc.; commission, brokerage, fee or payment
of their remuneration for their services
f. to adjust in due proportion as the case may
rendered;
be, the number of shares to be allotted and
the price to be paid by the Option Grantees d. to settle all questions, diculties or doubts
in terms of this Resolution, subject to the that may arise in relation to formulation
applicable laws, upon any restructuring and implementation of the schemes at any
involving change in the face value or stage including at the time of listing of the
the paid-up value of equity shares in the equity shares issued herein;
Company from its present level of Re. 1 per
e. to do all such acts, deeds, matters and
share, provided that such adjustment shall
things as the Board may at its discretion
not aect any other rights or obligations
deem necessary or desirable for such
of the Option Grantees; and
purpose, including without limitation
g. to make any modifications, changes, the drafting, finalization, entering into
variations, alterations or revisions in and execution of any arrangements or
the Plan, as it may deem t, from time agreements; and
to time or to suspend, withdraw or
f. to delegate its authority under this
revive the Plan from time to time in
Resolutions to such personnel of the
conformity with the provisions of the Act,
Company as the Board may deem t for
the SBEB Regulations and other applicable
carrying out tasks as listed above in sub-
laws unless such variation, amendment,
clause (a) to (e).
modication or alteration is detrimental
to the interest of the Option Grantees.
4. for the purpose of giving eect to the forgoing,
the Board be and is hereby authorized to do By Order of the Board
the following for and on behalf of the Company,
Place: Mumbai For Marico Limited
without being required to specically seek any
further consent or approval of the shareholders Date: June 29, 2016 Surender Sharma
of the Company to the end and intent that they Company Secretary &
shall be deemed to have given their approval Compliance Ocer
thereto expressly by the authority of this
Resolution:
Registered Oce:
a. to seek statutory or such other approvals as
may be necessary for the implementation 7th Floor, Grande Palladium, 175, CST Road,
of the Marico ESOP 2016; Kalina, Santacruz (East), Mumbai 400 098
Tel no.: 022-6648 0480
b. to dispose of from time to time, such
Fax No.: 022 2650 0159
Options as are not exercised, in such
manner, as the Board may deem t in its CIN: L15140MH1988PLC049208
absolute discretion; Website: www.marico.com
Email: [email protected]
c. to enter into and execute all such
arrangements as the case may be with
any advisors, bankers, depositories,

254 MARICO LIMITED | ANNUAL REPORT 201516


NOTES: not dated or they bear the same date without specic
mention of time, all such proxies shall be considered
1. A statement pursuant to section 102(1) of the Companies
as invalid.
Act, 2013 (the Act) in respect of the special business
under Item Nos. 5 to 7 of the Notice is annexed hereto. 7. The proxy-holder shall prove his identity at the time
of attending the Meeting.
2. Relevant documents referred to in this Notice and the
explanatory statement are available for inspection at the 8. During the period beginning 24 hours before the
Registered Oce of the Company during business hours time xed for the commencement of the Meeting and
on all working days except Saturdays and Sundays upto ending with conclusion of the Meeting, a Member can
the date of the Annual General Meeting (Meeting) i.e. inspect the proxies lodged at any time during business
5th August, 2016. hours of the Company, provided that not less than
three days of notice in writing is given to the Company.
3. In terms of Section 152 of the Act, Mr. Rajen Mariwala
(DIN 00007246), Director, retires by rotation at 9. Corporate Members intending to send their authorized
the Meeting and being eligible has offered himself representatives to attend the Meeting are requested to
for re-appointment. Accordingly, a brief resume of send a duly certied copy of the Board Resolution in terms
Mr. Mariwala and the information pursuant to Regulation of Section 113 of the Act, together with their specimen
36 of the Securities and Exchange Board of India (Listing signatures authorizing their representative(s) to attend
Obligations and Disclosure Requirements) Regulations, and vote on their behalf at the Meeting, to the Companys
2015 and Secretarial Standard 2 issued by the Institute of Registrar and Transfer Agents.
Company Secretaries of India is provided in the Corporate
10. In case of joint holders attending the Meeting, only such
Governance Report forming part of the Annual Report.
joint holder who is higher in the order of names will be
4. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE entitled to vote.
MEETING IS ENTITLED TO APPOINT A PROXY TO
11. Pursuant to Section 91 of the Act, Register of Members
ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF.
and Share Transfer Books of the Company will remain
THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
closed from Saturday, July 30, 2016 to Friday, August 5,
5. The instrument appointing the proxy, in order to be 2016, both days inclusive, for the purpose of the Meeting.
eective, must be deposited at the registered oce of
12. The Register of Directors and Key Managerial Personnel
the Company, duly completed, signed and stamped not
and their shareholdings, maintained under Section 170
less than 48 HOURS before the commencement of the
of the Act, will be available for inspection at the Meeting.
Meeting. Proxies submitted on behalf of companies,
societies, etc., must be supported by an appropriate 13. The Register of Contracts or Arrangements, in which
resolution/ authority, as applicable. Pursuant to Directors are interested, maintained under Section 189
section 105 of the Act, a person shall not act as a of the Act, will be available for inspection at the Meeting.
proxy for more than 50 (y) Members and holding
14. Members who hold shares in demat form are requested
in aggregate not more than 10% (ten percent) of the
to direct any change of address/bank mandate to their
total share capital of the Company. However, a single
respective Depository Participant(s). Members are
person may act as a proxy for a Member holding more
encouraged to utilize the Electronic Clearing System (ECS)
than 10% (ten percent) of the total share capital of
for receiving dividends.
the Company provided that such person shall not act
as a proxy for any other person. 15. Members holding shares in physical form are requested
to notify/send any change in their address/bank mandate
6. An instrument appointing proxy is valid only if it is
to the Companys Registrar and Transfer Agents at:
properly stamped as per the applicable law. Blank
Link Intime India Private Limited,
or incomplete, unstamped or inadequately stamped,
undated proxies or proxies upon which the stamps C-13, Pannalal Silk Mills Compound,
have not been cancelled, will be considered as invalid. LBS Marg, Bhandup (West), Mumbai - 400 078.
If the Company receives multiple proxies for the same Tel No.: +91 22 2594 6970 Fax No.: +91 22 2594 6969
holdings of a Member, the proxy which is dated last E-mail : [email protected]
will be considered as valid. If such multiple proxies are Website: www.linkintime.co.in

255
Making a dierence for 25 years

Members may also address all other correspondence 21. Members, who have not yet encashed their dividend
to the Registrar and Transfer Agents at the address warrant(s), for any dividends declared aer the aforesaid
mentioned above. dividends, are requested to forward their claims to the
Registrar and Transfer Agents, M/s. Link Intime India
16. Members are requested to hand over the enclosed
Private Limited or the Company at its registered oce
Attendance Slip duly signed in with their specimen
address. It may be noted that once the unclaimed dividend
signature(s) registered with the Company for admission
is transferred to the IEPF, as above, no claim shall lie
to the meeting hall. Members who hold shares in demat
against the Company. Members attention is particularly
form are requested to bring their Client ID and DP ID
drawn to the Corporate Governance section of the
numbers for identication.
Annual Report in respect of unclaimed dividend.
17. Members seeking any information or clarication on the
22. The Company does not give gis, gi coupons or cash
Annual Report are requested to send written queries
in lieu of gis to its Members and also does not oer its
to the Company, at least one week before the date of
products at discounted rates. However, the Company is
the Meeting to enable the Company to compile the
committed to the Members wealth maximization through
information and provide replies at the Meeting.
superior performance reected in corporate benets like
18. The Securities Exchange Board of India (SEBI) has dividend and increased market capitalization.
mandated the submission of Permanent Account Number
23. Pursuant to Section 101 and Section 136 of the Act read
(PAN) by every participant in securities market. Members
with the relevant Rules made thereunder, companies can
holding shares in demat form are, therefore requested to
serve Annual Reports and other communications through
submit the PAN to their Depository Participant with whom
electronic mode to those Members who have registered
they are maintaining their demat accounts. Members
their e-mail addresses either with the Company or with
holding shares in physical form can submit their PAN
the Depository. Accordingly, the Notice of the Meeting
details to the Companys Registrar and Transfer Agents.
along with the Annual Report 2015-16 is being sent
19. Pursuant to the provisions of Section 72 of the Act by electronic mode to those Members whose e-mail
read with the Rules made thereunder, Members holding addresses are registered with the Company/Depositories,
shares in single name may avail the facility of nomination unless any Member has requested for a physical copy of
in respect of shares held by them. Members holding the same. For Members who have not registered their
shares in physical form may avail this facility by sending e-mail addresses, physical copies are being sent through
a nomination in the prescribed Form No. SH-13 duly permitted modes.
lled to the Registrar and Transfer Agents, M/s. Link
24. Members may note that the Notice of the Meeting and the
Intime India Private Limited. Members holding shares in
Annual Report 2015-16 will be available on the Companys
electronic form may contact their respective Depository
website www.marico.com and also on the website of CDSL
Participant(s) for availing this facility.
i.e. www.evotingindia.com. The physical copies of the
20. In terms of Sections 205A read with 205C of the same will also be available at the Companys registered
Companies Act, 1956, the amount of dividend remaining oce for inspection during the business hours on working
unclaimed or unpaid for a period of seven years from days except Saturdays and Sundays upto the date of the
the date of transfer to the unpaid dividend account is Meeting.
required to be transferred to the Investor Education and
25. Pursuant to Section 108 and other applicable provisions,
Protection Fund (IEPF). Accordingly, all dividends declared
if any, of the Act read with the Companies (Management
till April 22, 2009 on equity shares of the Company, which
and Administration) Rules, 2014 as amended and
remained unclaimed for a period of seven years, have
Regulation 44 of the Securities and Exchange Board of
been transferred to the IEPF established by the Central
India (Listing Obligations and Disclosure Requirements)
Government under Section 205C of the Companies Act,
Regulations, 2015 a facility is provided to the Members
1956. The Company has uploaded the details of unpaid
to cast their votes using an electronic voting system
and unclaimed amounts lying with the Company as on
from a place other than venue of the Meeting (remote
August 5, 2015 (date of last Annual General Meeting) on
e-voting) in respect of the resolutions proposed in the
the website of the Company, www.marico.com and also
accompanying Notice.
with the Ministry of Corporate Aairs.

256 MARICO LIMITED | ANNUAL REPORT 201516


26. A facility for voting by Poll or otherwise will also be made 32. The Board of Directors of the Company has appointed
available to the Members attending the Meeting and who Mr. Bhumitra V. Dholakia and in his absence, Mr. Nrupang
have not already cast their votes by remote e-voting prior B. Dholakia from Dholakia and Associates LLP, Practising
to the Meeting. Members who have cast their votes by Company Secretaries, from Mumbai, as the Scrutinizer to
remote e-voting prior to the Meeting may attend the scrutinize the voting including remote e-voting process
Meeting but shall not be entitled to cast their votes at in a fair and transparent manner.
the meeting.
33. The Company has engaged the services of Central
27. Voting Rights shall be reckoned on the paid-up value of Depository Services (India) Limited (CDSL) as the agency
equity shares registered in the name of the Members for providing remote e-voting facility. Instructions for
as on the cut-o date i.e. Friday, July 29, 2016. A remote e-voting are as under:
person, whose name is recorded in the Register of
i. The Members should log on to the e-voting website
Members or in the Register of benecial owners (in
www.evotingindia.com.
case of electronic shareholding) maintained by the
depositories as on the cut-o date, i.e. Friday, July ii. Click on Shareholders.
29, 2016, only shall be entitled to avail the facility
iii. Now Enter your User ID:
of remote e-voting/Voting facility provided at the
Meeting. a. For CDSL: 16 digits beneciary ID,

28. Voting Results b. For NSDL: 8 Character DP ID followed by 8 Digits


Client ID,
The Scrutinizer shall immediately aer the conclusion of
voting at the Meeting will rst count the votes cast at the c. Members holding shares in Physical Form
meeting and thereaer, unblock the votes cast through should enter Folio Number registered with the
remote e-voting in the presence of at least two witnesses Company.
not in the employment of the Company and shall make, iv. Next enter the Image Verication as displayed and
not later than two days of the conclusion of the Meeting, Click on Login.
a consolidated Scrutinizers report of the total votes cast
in favour or against, if any, to the Chairman or a Director v. If you are holding shares in demat form and had
authorized by him in writing, who shall countersign the logged on to www.evotingindia.com and voted earlier
same and declare the result of the voting forthwith. for any company, then your existing password is to
be used.
29. Once declared, the results along with the consolidated
Scrutinizers report shall be placed on the Companys vi. If you are a rst time user follow the steps given
website www.marico.com and on the website of CDSL below:
www.evotingindia.com. The Company shall also forward
the results to BSE Limited and the National Stock
Exchange of India Limited, where the shares of the
Company are listed.
30. Subject to the receipt of requisite number of votes, the
Resolutions shall be deemed to be passed on the date of
the Meeting i.e. Friday, August 5, 2016
Information and other instructions relating to remote
e-voting are as under:
31. Members can opt for only one mode of voting i.e. either
through remote e-voting or by Voting facility provided
at the Meeting. If a Member cast vote by more than one
mode, then voting done through remote e-voting shall
prevail and the voting through voting facility provided
at the Meeting shall be considered as invalid.

257
Making a dierence for 25 years

For Members holding shares in Demat xii. Click on the RESOLUTIONS FILE LINK if you wish to
Form and Physical Form view the entire Resolution.
PAN Enter your 10 digit alpha-numeric PAN xiii. Aer selecting the resolution you have decided to
issued by Income Tax Depar tment vote on, click on SUBMIT. A conrmation box will
(Applicable for both demat shareholders be displayed. If you wish to conrm your vote, click
as well as physical shareholders) on OK, else to change your vote, click on CANCEL
Members who have not updated their and accordingly modify your vote.
PAN with the Company/ Depository xiv. Once you CONFIRM your vote on the resolution,
Participant are requested to use the you will not be allowed to modify your vote or cast
sequence number which is printed on the your vote again.
address label in the PAN eld.
Dividend Bank Details Enter the Dividend Bank Details or Date of xv. You can also take a print of the votes cast by clicking
Birth (in dd/mm/yyyy format) as recorded on Click here to print option on the Voting page.
OR Date of Birth (DOB)
in your demat account or in the company xvi. If a demat account holder has forgotten the login
records in order to login. password then Enter the User ID and the image
If both the details are not recorded with verication code and click on Forgot Password &
the depository or company please enter enter the details as prompted by the system.
the number of shares held by you as on xvii. Members can also cast their vote using CDSLs mobile
the cut-off date in the Dividend Bank app m-Voting available for android based mobiles. The
data eld. m-Voting app can be downloaded from Google Play
vii. Aer entering these details appropriately, click on Store. Apple and Windows phone users can download
SUBMIT tab. the app from the App Store and the Windows Phone
Store respectively. Please follow the instructions as
viii. Members holding shares in physical form will then prompted by the mobile app while voting on your
directly reach the Company selection screen. mobile.
However, Members holding shares in demat form
will now reach Password Creation menu wherein xviii. Note for Non Individual Members and Custodians
they are required to mandatorily enter their login o Non-Individual Members (i.e. other than
password in the new password eld. Kindly note that Individuals, HUF, NRI etc.) and Custodian are
this password is to be also used by the demat holders required to log on to www.evotingindia.com
for voting for resolutions of any other company and register themselves as Corporates.
on which they are eligible to vote, provided that
company opts for e-voting through CDSL platform. o A scanned copy of the Registration Form
It is strongly recommended not to share your bearing the stamp and sign of the entity should
password with any other person and take utmost be emailed to [email protected].
care to keep your password condential. o Aer receiving the login details a Compliance
ix. For Members holding shares in physical form, User should be created using the admin login
the details can be used only for e-voting on the and password. The Compliance User would be
resolutions contained in this Notice. able to link the account(s) for which they wish
to vote on.
x. Click on the EVSN for Marico Limited.
o The list of accounts linked in the login should be
xi. On the voting page, you will see RESOLUTION mailed to [email protected] and
DESCRIPTION and against the same the option on approval of the accounts they would be able
YES/NO for voting. Select the option YES or NO to cast their vote.
as desired. The option YES implies that you assent
to the Resolution and option NO implies that you o A scanned copy of the Board Resolution and
dissent to the Resolution. Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should

258 MARICO LIMITED | ANNUAL REPORT 201516


be uploaded in PDF format in the system for the 36. Route Map showing direction to reach the venue of the
scrutinizer to verify the same. 28th Annual General Meeting of the Company is given at
the end of this Notice.
xix. In case you have any queries or issues regarding
e-voting, you may refer the Frequently Asked
Questions (FAQs) and e-voting manual available at
www.evotingindia.com, under help section or write
By Order of the Board
an email to [email protected].
Place: Mumbai For Marico Limited
34. Any person becoming a Member of the Company aer the
dispatch of the Notice of the Meeting and holds shares as Date: June 29, 2016 Surender Sharma
on the cut-o date i.e. Friday, July 29, 2016 can exercise Company Secretary &
their voting rights through remote e-voting by following Compliance Ocer
the instructions listed hereinabove or by voting facility
provided at the meeting.
35. The remote e-voting period commences on Monday, Registered Oce:
August 1, 2016 from 9:00 a.m. IST and ends on 7th Floor, Grande Palladium, 175, CST Road,
Thursday, August 4, 2016 at 5:00 p.m. IST. During this Kalina, Santacruz (East), Mumbai 400 098
period Members holding shares either in physical
Tel no.: 022-6648 0480
form or in dematerialized form, as on Friday, July 29,
Fax No.: 022 2650 0159
2016, may cast their vote electronically. The e-voting
module shall be disabled by CDSL thereaer. Once the CIN: L15140MH1988PLC049208
vote on a resolution is cast by the Member, the Member Website: www.marico.com
shall not be allowed to change it subsequently. Email: [email protected]

259
Making a dierence for 25 years

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 5 appreciation rights which also acts as a wealth creation tool
for the employees.
The Companies (Cost Records and Audit) Rules, 2014, as
amended from time to time, mandate audit of the cost In line with the aforesaid philosophy, the Companys Board
accounting records of the Company in respect of certain of Directors has recommended the issuance of the employee
products. Accordingly, the Board of Directors, based on the stock options (Options) under the Marico Employee Stock
recommendation of the Audit Committee, at its meeting held Option Plan 2016 (ESOP 2016) to the eligible employees
on April 29, 2016 appointed M/s. Ashwin Solanki & Associates, of the Company including the Managing Director & CEO and
Cost Accountants (Firm Registration No. 100392) as the Cost the eligible employees of its subsidiaries, whether in India or
Auditors of the Company for the nancial year ending March outside India (the eligible employees), in accordance with
31, 2017 at a remuneration of Rs. 8,25,000 (Rupees Eight the Securities and Exchange Board of India (Share Based
Lacs Twenty Five Thousand only) plus applicable taxes and Employee Benets) Regulations, 2014 (SBEB Regulations)
out of pocket expenses at actual, if any, incurred in connection and as may be determined by the Board of Directors (Board
with the audit. which includes any Committee thereof). ESOP 2016 aims to
promote desired behaviour among employees for meeting
In terms of the provisions of Section 148(3) of the Companies
the Companys long term objectives and enable retention
Act, 2013 read with the Companies (Audit and Auditors) Rules,
of employees for desired objectives and duration, through a
2014, the remuneration payable to the Cost Auditors has to be
customized approach.
ratied by the Members of the Company. Accordingly, approval
of the Members is sought by of Ordinary Resolution set out at Under the ESOP 2016, the Board may notify individual
Item No. 5 of the Notice for ratication of the remuneration schemes. Based on the grade of the eligible employees, a
payable to the Cost Auditors for the nancial year ending scheme may prescribe a dierent exercise price, which shall
March 31, 2017 as stated above. not be lower than the face value of the equity share of the
Company. The Board has also proposed an overall ceiling of
The Board recommends the Ordinary Resolution as set out
0.6 per cent of the issued equity share capital of the Company
in Item No.5 of the Notice for the approval of the Members.
as on the commencement of the Plan, i.e. August 5, 2016
No Director, Key Managerial Personnel of the Company or (the Commencement Date) (excluding outstanding warrants
their relatives are in any way, concerned or interested, in the and conversions) for the maximum number of Options that
passing of the said resolution. can be granted under the ESOP 2016. Further, the grant of
Options to any single employee shall not exceed 0.15 per
Item Nos. 6 & 7
cent of the issued equity share capital of the Company as
Stock options have long been proven to be an eective tool on the Commencement Date in any single scheme notied
for providing wealth creation options for employees of the under the Plan.
Company as a means to incentivize them for their eorts in
As the ESOP 2016 is applicable to the Managing Director
ensuring sustainable protable growth for the Companys
& CEO also, the Board of Directors of the Company (the
Members. The Company, in line with its philosophy of
Board), at its meeting held on June 29, 2016 had resolved
combining employment with ownership had, in the past, used
not to grant further options under the existing Marico
employee stock options under the Marico Employees Stock
MD & CEO ESOP Plan 2014 and decided that the same would
Option Scheme 2007 as an eective tool to share the benets
be closed in accordance with the SBEB Regulations aer
of growth with the employees. Further, the Members at the
exercise of vested options. Under scheme I of the Marico
Extra-Ordinary General Meeting held on March 25, 2014 and
MD & CEO ESOP Plan 2014, 46,600 options have been granted
the Twenty Sixth Annual General Meeting held on July 30,
to the Managing Director & CEO which stand increased to
2014, approved the Marico Employee Stock Option Scheme
93,200 options, due to the issuance of bonus equity shares
2014 and Marico MD & CEO ESOP Plan 2014 respectively (the
by the Company during the nancial year in the ratio of 1:1.
Earlier Plans). The Earlier Plans were aimed at issuing stock
The said options constitute 0.007% of the paid up equity
options to the Managing Director & CEO of the Company.
share capital of the Company as on the date of this Notice.
The Company also has a Stock Appreciation Rights Plan for
employees known as the Marico Employee Stock Appreciation The Board of Directors of the Company, at the aforesaid
Rights Plan, 2011 under which it noties various schemes meeting also nominated and authorised the Corporate
to provide cash incentives to the eligible employees of Governance Committee there (CGC or the Committee)
the Company and its subsidiaries, by granting them stock which functions as the Nomination and Remuneration

260 MARICO LIMITED | ANNUAL REPORT 201516


Committee as provided under Section 178 of the Companies laws, in case of consolidation of shares where the face
Act, 2013 (Act) to act as the Compensation Committee for value of the shares is increased to above Re. 1, the
the purpose of the ESOP 2016. maximum number of shares available for being issued
under ESOP 2016 shall stand modied accordingly, so as
Accordingly, approval of the Members is being sought for
to ensure that the aggregate cumulative face value (No. of
ESOP 2016 and grant of Options to the eligible employees as
shares X Face value per share) prior to such consolidation
described herein above. The salient features of ESOP 2016
remains unchanged aer the share consolidation.
and various disclosures in terms of the Companies Act, 2013
and SBEB Regulations are stated below: In case of any corporate action(s) including but not
limited to rights issues, bonus issues, merger and sale
i. Brief description of ESOP 2016:
of division and others, a fair and reasonable adjustment
ESOP 2016 is a comprehensive Plan to grant Options needs to be made to the Options granted. Accordingly, if
to the eligible employees of the Company and its any additional equity shares are issued by the Company
subsidiaries as described below, to subscribe to the to the to the eligible employees for making such fair and
equity shares of the Company underlying the Options reasonable adjustment, the ceiling of equity shares as
at an exercise price to be determined by the Corporate stated above shall be deemed to be increased to the
Governance Committee. Under ESOP 2016, the Corporate extent of such additional equity shares issued. The
Governance Committee may notify individual schemes. Corporate Governance Committee shall determine the
Based on the grade of the eligible employees, the scheme nature, manner and the extent of the adjustment to
may prescribe a dierent exercise price, which shall not be made as a consequence of any corporate action,
be lower than the face value of the equity share of the consolidation etc.
Company. The Company shall ensure that the Marico
iii. Identication of classes of employees entitled to
ESOP 2016 and the issue of Options thereunder is in line
participate in the Marico ESOP 2016:
with the Securities and Exchange Board of India (Share
Based Employee Benets) Regulations, 2014 (SBEB The permanent employees, including the Managing
Regulations). Director & CEO of the Company and the permanent
employees of the subsidiaries of the Company, whether
ESOP 2016 proposes to achieve the following
in India or outside India (Option Grantees) are the
objectives:
intended beneciaries under ESOP 2016. However, the
Attract, retain and motivate talented and critical following individuals are specically excluded:
employees;
a. a promoter or a person belonging to the Promoter
E n co u ra g e e m p l oye e s to a l i g n i n d i v i d u a l Group of the Company or the subsidiaries;
performance with the Company objectives; and
b. an Independent Director or a Non-Executive
Reward employee performance with ownership. Director of the Company or the subsidiaries; and
ii. Total number of stock options to be granted: c. a Director who either by self or through a relative(s)
or through any body corporate, directly or
The total number of Options to be granted to the eligible
indirectly, holds more than 10% of the issued equity
employees of the Company and its subsidiaries shall not
share capital of the Company or the subsidiaries.
exceed in the aggregate, 0.6 per cent of the issued equity
share capital of the Company as on the commencement iv. Requirements of vesting and period of vesting and
of the Plan, i.e. August 5, 2016 (the Commencement the maximum period (subject to regulation 18(1) of
Date) (excluding outstanding warrants and conversions) the SBEB Regulations) within which the Stock Options
and Options to be granted to any single employee shall shall be vested:
not exceed 0.15 per cent of the issued equity share
The Options granted shall vest so long as the Options
capital of the Company as on the Commencement Date
Grantees continue to be in the employment of the
in any one single scheme notied under the Plan.
Company and the subsidiaries of the Company as the
Each Option when exercised would be converted into one case may be. The CGC may, at its discretion, lay down
equity share of face value of Re. 1 (Rupee One only) each certain performance metrics on the achievement of
fully paid-up. Subject to compliance with the applicable which the granted Options would vest, the detailed terms

261
Making a dierence for 25 years

and conditions relating to such performance-based viii. Maximum number of Stock Options to be issued per
vesting and the proportion in which Options granted employee and in aggregate:
would vest (subject to the minimum and maximum
vesting period as specied below). As stated in point no. ii above.

The Options would vest not earlier than one year and ix. Maximum quantum of benets to be provided per
not later than ve years from the date of grant thereof. employee under a Scheme:
The exact proportion in which and the exact period over As stated in point no. ii above.
which the Options would vest would be determined by
x. Whether the scheme(s) is to be implemented and
the CGC in the respective individual scheme(s).
administered directly by the company or through a
v. Exercise price: trust:
The CGC is authorized to determine the exercise price The scheme(s) to be notied under the ESOP 2016 will
for the Options in accordance with Regulation 17 of the be administered directly by the Company.
SBEB Regulations, i.e. in conformity with the applicable
xi. Whether the scheme(s) involves new issue of shares
Guidance Note on Accounting for employee share-based
by the Company or secondary acquisition by the trust
Payments (Guidance Note) or applicable Accounting
or both:
Standards as may be prescribed by the Institute of
Chartered Accountants of India (ICAI) from time to The scheme(s) to be notied under the Marico ESOP 2016
time, including the disclosure requirements prescribed would only involve issue of new equity shares by the
therein. However, in any case, the exercise price shall not Company.
be less than the face value of the equity shares of the
xii. The amount of loan to be provided for implementation
Company.
ESOP 2016 by the Company to the trust, its tenure,
vi. Exercise period and the process of exercise: utilization, repayment terms, etc.
The exercise period would commence from the date of Not applicable.
vesting and will expire on completion of such period not
xiii. Maximum percentage of secondary acquisition that
exceeding ve years from the date of vesting of Options
can be made by the trust for the purposes of ESOP
as may be determined by the Corporate Governance
2016.
Committee in the respective individual scheme(s).
Not applicable.
The Options will be exercisable by the Option Grantees
by a written application to the Company to exercise xiv. A statement to the eect that the company shall
the same in such manner, and on execution of such conform to the accounting policies specified in
documents, as prescribed in the Plan or as may be Regulation 15 of the SBEB Regulations.
additionally prescribed by the Corporate Governance
The Company shall comply with the accounting policies
Committee and from time to time. The Options will lapse
specied in the requirements of the applicable Guidance
if not exercised within the specied exercise period.
Note or applicable Accounting Standards as may be
vii. Appraisal process for determining the eligibility of prescribed by the Institute of Chartered Accountants of
the employee to Employee Stock Options: India (ICAI) from time to time, including the disclosure
requirements prescribed therein.
The appraisal process for determining the eligibility of
the employees shall be decided by Corporate Governance Where the existing Guidance Note or Accounting
Committee and will be based on criteria such as grade Standard do not prescribe accounting treatment or
of the employee, past performance, future potential disclosure requirements for any of the schemes covered
and such other criteria determined by the Corporate under the SBEB Regulations then the Company shall
Governance Committee at its sole discretion. comply with the relevant Accounting Standard as may
be prescribed by the ICAI from time to time.

262 MARICO LIMITED | ANNUAL REPORT 201516


xv. The method which the Company shall use to value its No Director or their relatives (except Managing
Stock Options: Director & CEO or his relatives) are in any way,
The Company shall use the fair value method for concerned or interested in the passing of the
valuation of the Options. Fair valuation of the Options will Special Resolutions. The Key Managerial Personnel
be carried out using the Black & Scholes Option Pricing or their relatives may be deemed to be concerned or
Method. The fair value of the Options shall be the basis interested in the passing of the Special Resolutions
for accounting for the ESOP charge in the Companys to the extent of the Options to be granted to them.
prot and loss statement.
xvi. Other Terms: By Order of the Board

ESOP 2016 does not envisage secondary acquisition of For Marico Limited
equity shares of the Company. Surender Sharma
The Company may vary, modify or alter the terms of Place: Mumbai Company Secretary &
ESOP 2016 in compliance with the SBEB Regulations. Date: June 29, 2016 Compliance Ocer
ESOP 2016 shall continue to be in force until the earlier
of the following two events:
Registered Oce:
a. The termination of ESOP 2016 by the Board in
7th Floor, Grande Palladium, 175, CST Road,
accordance with applicable laws; or
Kalina, Santacruz (East), Mumbai 400 098
b. The date on which all of the Options available for Tel no.: 022-6648 0480
issuance under ESOP 2016 have been granted, Fax No.: 022 2650 0159
vested and exercised.
CIN: L15140MH1988PLC049208
The Board recommends the Special Resolutions Website: www.marico.com
set out in Item Nos. 6 and 7 of the Notice for the Email: [email protected]
approval of the Members of the Company.

263
Making a dierence for 25 years

264 MARICO LIMITED | ANNUAL REPORT 201516


MARICO LIMITED
CIN: L15140MH1988PLC049208
Reg. Oce: 7th Floor, Grande Palladium, 175, CST Road, Kalina, Santacruz (East), Mumbai 400 098
Tel No.: (91-22) 6648 0480, Fax No.: (91-22) 2650 0159; Website:www.marico.com Email:[email protected]

FORM NO. MGT 11


PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies
(Management and Administration) Rules, 2014]

Name of the Member(s) :


Registered address :
E-mail ID :
Folio No. /DP ID & Client ID* :
No. of shares held :

* Applicable in case shares are held in electronic form.


I/We, being the holder(s) of _______________________________________ shares of the MARICO LIMITED, hereby appoint:

Name :

Address :

E-mail ID :

:
Signature or failing him/her

Name :

Address :

E-mail ID :

:
Signature or failing him/her

Name :

Address :

E-mail ID :

:
Signature

265
Making a dierence for 25 years

as my / our proxy to attend and vote (on Poll) for me/us and on my/our behalf at the TWENTY EIGHTH ANNUAL GENERAL
MEETING of the Company to be held on Friday, August 5, 2016 at 9.00 a.m. at The National Stock Exchange of India Ltd, Gr.
Floor Dr. R H Patil Auditorium Exchange Plaza, G-Block, Plot No.C1, Bandra Kurla Complex, Bandra (East), Mumbai 400 051
and at any adjournment thereof in respect of such resolutions and in such manner as are indicated below:

Reso. No. Description For Against


Ordinary Business
1 Adoption of audited nancial statements including audited consolidated
nancial statements of the Company for the nancial year ended March
31, 2016 together with the reports of the Board of Directors and Auditors
thereon
2 Conrmation of Interim Dividends declared during the nancial year ended
March 31, 2016.
3 Re-appointment of Mr. Rajen Mariwala as a Director.
4 Ratication of the appointment of M/s. Price Waterhouse, Chartered
Accountants as the Statutory Auditors of the Company.
Special Business
5 Ratification of the remuneration payable to M/s. Ashwin Solanki &
Associates, Cost Accountants for the nancial year ended March 31, 2017.
6 Approval of the Marico Employee Stock Option Plan 2016 and granting of
stock options to the eligible employees of the Company under the Plan.
7 Approval of the grant of stock options to the eligible employees of the
Companys subsidiaries under the Marico Employee Stock Option Plan
2016.

Signed this ________________ day of _____________ 2016 Signature of Member _______________


Ax
Revenue
_________________________ ___________________________ _________________________ Stamp
Signature of rst proxy holder Signature of second proxy holder Signature of third proxy holder
Note:
1. This form in order to be eective must be duly stamped, completed and signed and must be deposited at the
Registered Oce of the Company, not later than 48 hours before the commencement of the meeting.
2. Please put a X in the appropriate column against the respective resolutions. If you leave the For or Against
column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks
appropriate.
3. A Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the Companies Act,
2013 and Secretarial Standards -2 issued by Institute of Company Secretaries of India, a person can act as Proxy
on behalf of not more than y Members and holding in aggregate not more than ten percent of the total Share
Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may
appoint a single person as Proxy, who shall not act as Proxy for any other Member.
4. The Proxy-holder shall prove his identity at the time of attending the Meeting.

266 MARICO LIMITED | ANNUAL REPORT 201516


MARICO LIMITED
CIN: L15140MH1988PLC049208
Reg. Oce: 7th Floor, Grande Palladium, 175, CST Road, Kalina, Santacruz (East), Mumbai 400 098
Tel No.: (91-22) 6648 0480, Fax No.: (91-22) 2650 0159; Website:www.marico.com Email:[email protected]

ATTENDANCE SLIP
TWENTY EIGHTH ANNUAL GENERAL MEETING ON FRIDAY, AUGUST 05, 2016 AT 09.00 A.M.

Folio No. / DP ID & Client ID*

No. of shares held

* Applicable in case shares are held in electronic form.


I/We certify that I/We am/are registered Member /proxy for the registered Member of the Company.
I/We hereby record my presence at the TWENTY EIGHTH ANNUAL GENERAL MEETING of the Company to be held at The
National Stock Exchange of India Ltd, Gr. Floor, Dr. R. H. Patil Auditorium, Exchange Plaza, G-Block, Plot No. C1, Bandra
Kurla Complex, Bandra (East), Mumbai 400051 at 9.00 a.m. on Friday, August 05, 2016.

_________________________
Members / Proxys name in BLOCK letters Signature of Member /Proxy
Note: Please ll in the attendance slip and hand it over at the entrance of the Meeting hall. Joint Shareholder(s) may obtain
additional attendance slip at the venue of the meeting.

267
Making a dierence for 25 years

Notes

268 MARICO LIMITED | ANNUAL REPORT 201516


10 Years Highlights pertain to the financial performance of Marico Consolidated

` in Crores
Year ended March 31, 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Income from Operations 1,556.9 1,905.0 2,388.4 2,660.8 3,135.0 3,979.7 4,596.2 4,686.5 5,733.0 6,132.0
EBITDA 198.7 246.4 304.0 375.1 418.1 484.4 625.8 748.0 870.1 1,062.5
Profit before Interest & Tax (PBIT) 156.7 225.1 280.4 333.3 368.5 444.4 576.7 729.0 844.6 1,054.0
Profit before Tax 136.0 194.5 244.7 307.7 327.5 402.1 518.7 694.6 821.7 1,033.8
Extraordinary / Exceptional items (14.0) (10.6) 15.0 9.8 (48.9) 1.8 (33.2) - - -
Profit before Tax (PBT) 150.1 205.0 229.6 299.7 371.4 395.4 542.1 675.9 810.2 1,021.9
Profit after Tax (PAT) 112.9 169.1 188.7 235.4 286.4 317.1 395.9 485.4 573.5 724.8
Cash Profits (Profit after Current 187.1 220.1 258.4 334.5 400.3 391.6 481.1 573.4 656.3 817.7
Tax + Depreciation + Amortisation)
Economic Value Added 79.3 131.5 144.4 196.0 174.7 198.6 283.3 313.3 407.4 492.1
Goodwill on consolidation 45.0 84.2 85.0 85.0 397.6 395.5 395.5 254.3 489.2 498.0
Net Fixed Assets 165.4 257.3 311.1 399.7 457.8 501.9 1,422.4 637.8 589.8 582.6
Investments 0.0 0.0 13.0 82.7 88.9 295.6 151.6 310.5 283.8 416.4
Net Current Assets 117.7 233.0 355.3 483.3 607.5 532.2 674.1 670.7 748.7 799.2
Miscellaneous Expenditure 0.1 - - - - - - - - -
Net Non Current Assets - - - - 129.9 205.2 250.5 212.6 162.8 147.1
Deferred Tax Asset (Net) 115.2 98.2 64.1 61.6 29.9 22.3 - - - 0.1
Total Capital Employed 443.3 672.7 828.5 1,112.4 1,711.5 1,952.7 2,894.3 2,085.8 2,274.2 2,443.2
Equity Share Capital 60.9 60.9 60.9 60.9 61.4 61.5 64.5 64.5 64.5 129.0
Reserves 131.5 253.7 392.6 593.0 854.0 1,081.5 1,917.0 1,296.1 1,760.3 1,967.8
Net Worth 192.4 314.6 453.5 654.0 915.5 1,143.0 1,981.5 1,360.6 1,824.8 2,096.9
Minority interest 0.0 0.1 - 12.5 21.9 24.9 35.1 35.8 13.7 14.3
Borrowed Funds 251.0 358.0 375.0 445.9 774.2 784.8 871.9 679.8 427.9 332.1
Deferred Tax Liability - - - - - - 5.8 9.6 7.9 -
Total Funds Employed 443.3 672.7 828.5 1,112.4 1,711.5 1,952.7 2,894.3 2,085.8 2,274.2 2,443.2
EBITDA Margin (%) 12.8 12.9 12.7 14.1 13.3 12.2 13.6 16.0 15.2 17.3
Profit before Tax to Turnover (%) 9.6 10.8 9.6 11.3 11.8 9.9 11.8 14.4 14.1 16.7
Profit after Tax to Turnover (%) 7.3 8.9 7.9 8.8 9.1 8.0 8.6 10.4 10.0 11.8
Return on Net Worth (%)
(PAT / Average Net Worth $) 49.7 66.7 49.1 42.5 36.5 30.8 25.3 30.1 36.0 37.0
Return on Capital Employed
(PBIT / Average Total Capital 35.8 40.3 37.4 34.5 26.1 24.3 23.8 30.4 38.7 44.7
Employed @)
Net Cash Flow from Operations 3.1 2.3 3.0 3.4 4.0 6.5 6.7 10.2 10.3 6.5
per share (`) (Refer Cash Flow
Statement)
Earning per Share ( EPS ) 1.9 2.8 3.1 3.9 4.7 5.2 6.1 7.5 8.9 5.6
(`) (PAT / No. of Equity Shares)
Economic Value Added per share (`) 1.3 2.2 2.4 3.2 2.8 3.2 4.4 4.9 6.3 3.8
Dividend per share (`) 0.7 0.7 0.7 0.7 0.7 0.7 1.0 3.5 2.5 3.4
Debt / Equity 1.3 1.1 0.8 0.7 0.8 0.7 0.4 0.5 0.2 0.2
Book Value per share (`)
3.2 5.2 7.4 10.7 14.9 18.6 30.7 21.1 28.3 16.3
(Net Worth / No. of Equity Shares)
Sales to Average Capital Employed 3.3 3.4 3.2 2.7 2.2 2.2 1.9 2.0 2.6 2.6
@
Sales to Average Net Working 13.8 10.9 8.1 6.3 5.3 7.0 7.6 6.6 8.1 7.9
Capital #

@ Average Capital Employed = (Opening Capital Employed + Closing Capital Employed)/2.


$ Average Net Worth = (Opening Net Worth + Closing Net Worth)/2.
# Average Net Working Capital = (Opening Net Current Assets + Closing Net Current Assets)/2.
Note 1: FY11 onwards the financial figures are as per revised Schedule VI.
Note 2: Profit Before Tax is after minority interest.
Note 3: FY14 onwards, financials will not include Kaya as it has been demerged from Marico Group effective April 1,2013.
Note 4: FY16 per share numbers are calculated on the post bonus number of shares.
PURPOSE STATEMENT

TO TRANSFORM IN A SUSTAINABLE
MANNER, THE LIVES OF THOSE
WE TOUCH, BY NURTURING AND
EMPOWERING THEM TO MAXIMISE
THEIR TRUE POTENTIAL.

REGISTERED OFFICE

Marico Ltd. www.facebook.com/


7th floor, Grande Palladium MaricoCampusConnections
175, CST Road, Kalina,
Santa Cruz (East) www.youtube.com/user/
Mumbai 400098 MaricoLimited

https://www.linkedin.com/
company/marico-ltd-

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