MBL Annual Report 2021 Interactive

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WELCOME TO

MARICO BANGLADESH LIMITED


Marico Bangladesh Limited started its journey 20 years ago and
today is one of the fastest growing consumer products companies
in Bangladesh. Listed on both the Dhaka and Chittagong stock
exchanges since 2009, the Company has consistently delivered
shareholder value as a blue-chip stock. Committed to making
a difference in all we do, we touch the lives of 1 out of every 2
Bangladeshis with our wide array of brands.

Useful Link
Find more information online:
marico.com/bangladesh

Explore our History


Download our Annual Report
Get to know our Brands

Back to Table of Contents Marico Bangladesh Limited 1


About our Report

MARICO'S GLOBAL FOOTPRINT

2 Annual Report 2021 Back to Table of Contents


TOC
ABOUT OUR REPORT OUR CAPITALS
Welcome to Marico Bangladesh Our Business Model 66
Marico's Global Footprint Our Financial Capital 68
Growing Together 4 Our Manufactured Capital 71
Welcome Note from our Chairman 5 Our Human Capital 75
About This Report 6 Our Intellectual Capital 79
Corporate Information 8 Our Natural Capital 85
Our Social and Relationship capital 87
WHO WE ARE
10
We are Marico
STATUTORY REPORTS
Growing Together 12 Directors’ Report 91
Our Corporate Conduct 13
Management Discussion and Analysis 99
- Statement of purpose 14
Report of the Audit Committee 103
- Strategic framework 14
Report of the Nomination & Remuneration Committee 106
- Core values 15
Our Brands 16 Statement of Corporate Governance 108
Our Journey 18 Due Diligence Certificate by MD & CFO 117
Key Business Highlights of the Year 20 Corporate Governance Certificate 118
Statement of Compliance 119
PERFORMANCE REVIEW Shareholding pattern 132
Key Financial Highlights 23 Dividend Pattern 133
Our 5-year Financial Highlights 25 Dividend Distribution Policy 134
Key Ratios 28 Marico Code of Conduct 138
Stock Market Performance 29 BAPLC Certificate 142
Vertical Analysis of Income Statement 32
Vertical Analysis of Balance Sheet 32
SHAREHOLDERS' INFORMATION
144
AT THE HELM OF AFFAIRS Annual Report Checklist

Profile of our Board of Directors 34 21st AGM Notice 147


Board Representations of Directors 40 FAQ on Virtual AGM 149
Profile of our Leadership Team 44 General Shareholder Information 151
Awards and Accolades 49 Proxy Form 152

LEADERSHIP MESSAGES AUDITORS' REPORT & FINANCIAL


Chairman’s Letter 52
From the Desk of the Managing Director 55
STATEMENTS
Auditors’ Report 154
Statement of Financial Position 158
VALUE CREATION Statement of Comprehensive Income 159
Our Impact 59 Statement of Changes in Equity 160
Engaging with our Stakeholders 60 Statement of Cash Flows 161
Managing Key Material Matters 63 Notes on the Financial Statements 162

Back to Table of Contents Marico Bangladesh Limited 3


About our Report

GROWING TOGETHER
Marico Bangladesh Limited (hereinafter “MBL”, “Marico Bangladesh”) is led by its purpose of making a difference in
the lives of all those we touch. United by this philosophy, the year under review can best be summarized as “Growing
Together”.

Guided by our strategic framework and core values, together we faced one the most unprecedented crises in recent
history, the Covid-19 pandemic, delivering growth and profitability, secured the health & safety of our members and
extended workforce and expanded our portfolio of winning brands. While 2020-21 has not been an easy year, it has
made us a stronger and more resilient business, better prepared for fast-changing consumer demands and a rapidly
evolving business environment. As a multi-stakeholder enterprise rooted in responsibility, we have responded with speed
and agility to not only fulfil our essential public service obligation in serving our consumers but also stood in solidarity
with Bangladesh through our inclusive community relief and corporate citizenship programs.

Above all, the year strengthened our commitment to ensure sustainable business stewardship and reinforced our resolve
to demonstrate that our purpose-led and impact-driven business delivers sustainable performance today and well into
the future.

Succeeding Working
together together

Progressing Growing Transforming


together together together

Empathising Achieving
together together

4 Annual Report 2021 Back to Table of Contents


WELCOME NOTE FROM OUR CHAIRMAN

Saugata Gupta
Chairman

I extend a warm welcome to all our valuable stakeholders


to Marico Bangladesh’s Annual Report for the financial year
2020-21.

T
he year under review was one of the most challenging periods we have faced as a global community. At
the same time, it was also a remarkable year that attested to the core strengths of the Company, including
our engaging & inclusive culture, brand influence, distribution scale, balance sheet resilience and corporate
responsibility.

In continuance of our commitment to unleash our potential, we rose to the challenges presented by covid-19
with our “One Marico” spirit which allowed us to “Grow Together”, to adapt and respond with agility to a rapidly
changing environment.

Though the current year will remain challenging, we will continue to prioritise our purpose of making a
difference in the lives of our consumers and other stakeholders, while driving a positive and progressive
agenda in growing together with our people, products and the country.”

Saugata Gupta
Chairman

Back to Table of Contents Marico Bangladesh Limited 5


About our Report

ABOUT THIS REPORT

Report objectives

Through our 2020-21 Annual Report, we aim to share balanced and transparent information about
our business operations, giving shareholders and other stakeholders insights into our operations to
make informed assessments of our value creation activities, our performance and our prospects.

This report provides readers with material information and insights about our performance
for the fiscal year from 1 April 2020 to 31 March 2021 (FY 2020-21). In terms of external factors,
risks and opportunities, we take a longer-term view. This enables readers to effectively assess
Marico’s value creation abilities, sustainability and prospects. The investor relations section on our
website contains our annual reports, supplemented by additional information on governance and
shareholding. Please visit: https://marico.com/bangladesh/investors

The scope and boundary of this report

This report is guided by the reporting principles enshrined in the IIRC’s (International Integrated
Reporting Council’s) Integrated Reporting <IR> framework and other best practices. It aims to
share balanced, comprehensive, and transparent information about our business, culture and
financial performance. Covering our activities for the financial year ended 31 March 2021, this
report states the Company’s purpose, its strategic intent and business performance, considering
our external environment, stakeholder interests and key risks facing the business. In terms of
reporting boundaries, we have factored in all business operations of the Company. The report’s
scope examines both internal and external impacts on the business as well as trends, opportunities
and risks that could influence the Company’s value creation abilities over time.

Materiality

This report aims to disclose information about matters that substantively affect our ability to
create value in the short-, medium- and long-term. Our key material matters are expressed below.

Business model resilience in a Good governance and


rapidly changing consumer and regulatory complexity
business environment

Role of Marico in social Managing operations during


responsibility and sustainability COVID-19 and strengthening
balance sheet

6 Annual Report 2021 Back to Table of Contents


Assurance

The Board has applied its collective mind to present Marico Bangladesh’s Report and acknowledges
its responsibility to ensure the integrity of this Report through good governance practices and
internal reporting procedures. The financial disclosures and reports were approved by the Board
on 27 April 2021.

Feedback and comments

We welcome your feedback on this annual report. Please email us your views at
[email protected]

Forward-looking statements

This Annual Report contains certain forward-looking statements with the use of words or phrases
such as ‘might’, ‘forecast’, ‘anticipate’, ‘project’, ‘may’, ‘believe’, ‘predict’, ‘expect’, ‘continue’, ‘will’,
‘estimate’, ‘target’ and other similar expressions with respect to the financial conditions, results,
operations and business of Marico Bangladesh Limited. These statements and forecasts involve
risk and uncertainty because they relate to forecast information, such as improvements in
business performance or mention certain decisions that we may undertake and occur in the future.
These statements do not guarantee future operating, financial or other results due to risks and
uncertainties and thus it is important to note that this Annual Report 2020-21 shall not be construed
as a profit forecast, nor shall the statements herein be interpreted as to be providing any guarantee
that potential results mentioned in these forward-looking statements will be achieved.

Back to Table of Contents Marico Bangladesh Limited 7


About our Report

CORPORATE INFORMATION
Board Of Directors Principal Bankers

Mr. Saugata Gupta Chairman Standard Chartered Bank


Independent Director HSBC
Ms. Rokia Afzal Rahman
(till September 22, 2020) Citibank NA
Independent Director
Mr. Masud Khan
(till September 22, 2020)
Stock Information
Independent Director
Ms. Parveen Mahmud
(from August 31, 2020)
Dhaka Stock Exchange
Independent Director Chittagong Stock Exchange
Mr. Zakir Ahmad Khan
(from August 31, 2020)
Stock Code: MARICO
Mr. Ashraful Hadi Independent Director
ISIN: BD0481MRICO6
Mr. Sanjay Mishra Director
Sector: Pharmaceuticals & Chemicals
Mr. Vivek Karve Director (till September 10, 2020)
Mr. Pawan Agrawal Director (from September 10, 2020) Investor Relations
Mr. Ashish Goupal Managing Director
Telephone: +8802222297157 Ext: 601
Management Team Fax: +88029897140
Email: [email protected]

Mr. Ashish Goupal Managing Director


Date of Incorporation
Mr. Elias Ahmed Chief Financial Officer
Mr. Sabbir Al Harun Director – Sales September 6, 1999
Director Sales – Emerging
Mr. Rashed Sarwar
Channels and Sales Strategy
Our Factories
Mr. Allen Ebenezer Eric Director – Marketing
Mr. Md. Saiful Alam Director – Manufacturing Factory 1:
Mr. Md. Habibur Rahman Director – Supply Chain Mouchak, Kaliakoir, Gazipur

Mr. Ashish Mane Director – Human Resources Factory 2:


Shirirchala, Mahona Bhabanipur, Gazipur
Ms. Christabel Randolph Director – Legal & Corporate Affairs

Registered Office
Company Secretary
House-1, Road-1, Sector-1, Uttara, Dhaka-1230
Ms. Christabel Randolph

Head of Internal Audit & Compliance Corporate Office

The Glass House, Level-06, Plot.02,


Mr. Atiar Rahman
Block. SE (B), Gulshan Avenue, Dhaka-1212.
Telephone: +8802222297157
Statutory Auditor
Fax: +88029897140

Rahman Rahman Huq


Website
Legal Advisors www.marico.com/bangladesh

Dr. Kamal Hossain and Associates


Tanjib Alam & Associates
Mustafizur Rahman Khan and Associates

8 Annual Report 2021 Back to Table of Contents


Back to Table of Contents Marico Bangladesh Limited 9
Who We Are

WE ARE MARICO
As one of Bangladesh’s fastest growing consumer goods companies,
we are driven by our purpose of Making A Difference in the lives of all
those we touch.
Marico Bangladesh is amongst the top-3 and one of the category with its Parachute Advansed range of hair
fastest-growing FMCG (fast-moving consumer goods) oils. Marico Bangladesh, established in the year 1999, is
companies in Bangladesh with a vibrant multi-product a subsidiary of Marico Limited, an emerging markets
brand portfolio across haircare, skincare, baby care, male FMCG multinational with presence in 26 countries across
grooming, hygiene and food categories. The Company’s Asia and Africa. As proud ambassadors of Made in
flagship brand Parachute is a beloved household name Bangladesh, 99% of our portfolio is manufactured in
in Bangladesh with leadership in the coconut oil category Bangladesh while we also export to Nepal, India and
and also commands leadership in value-added hair oil Vietnam.

Revenue CAGR Gross profit CAGR Net profit CAGR

13.13% 22.98% 23.78%


(FY18–FY21) (FY18–FY21) (FY18–FY21)

Marico Bangladesh is truly a Bangladeshi Business

1 out of 2
Bangladeshis use our
87%
Household reach of our
99%
Products manufactured in
1.4 mln
Retail outlets in our
products every day brands Bangladesh distribution chain
(approx.)

10 Annual Report 2021 Back to Table of Contents


With a vibrant brand portfolio

29
Brands in the personal care and foods categories
152
Product SKUs which open up wide choice for our
consumers

Leadership Trusted
In both the coconut oil and value-added hair oil Flagship brand Parachute Advansed is amongst the “10
categories Most Trusted Brands” and also the “Most Loved Hair Oil
Brand” in Bangladesh

And a winning team

150 Years of collective FMCG 311 Employees, out of which 98% are
experience of our Leadership Team Bangladeshi nationals

3,500* Indirect employment 9% Women in our workforce


creation through our operations

That embraces a humane approach to business

1%
Commitment of net profit in social
22
Districts in Bangladesh reached
408cr
Exchequer contribution (Tk, in the
responsibility and citizenship with our flagship CSR program- form of duties, taxes, etc.)
programs SWAPNO

*Including employees of distributors, outsourced workers and contract manufacturers

Back to Table of Contents Marico Bangladesh Limited 11


Who We Are

GROWING TOGETHER
With our ‘One Marico’ spirit and ‘People First’ approach
As we witnessed the covid-19 pandemic unfold we came together in “One Marico” spirit to deliver double-digit revenue
and profit growth, launch 10 new products all the time while enabling our members to work from the safety of their
homes and ensuring all health protocols at our manufacturing locations. With our ‘People First’ approach we were able
to care for and connect with our members across our value chain as well as our consumers.

Key measures

Initiated work-from-home for all Ensured complete employment Organised regular online and
members with full IT support security with early salaries, full where possible on-site trainings,
bonuses, annual increments and awareness and wellness sessions
promotions as usual across our offices and supply
chain

Provided personal protective Vehicle support for factory Provided comprehensive


equipment (PPE), implemented personnel and sanitisation of all humanitarian support to all our
precautionary measures, incoming and outgoing vehicles factory workers, distributors’
including thermal temperature across all our premises employees
screening, additional washing
facilities, regular sanitisation
of premises and meals for our
workforce

Provided cash support to all direct and indirect employees across


our sales operations to purchase personal protective gear and
hygiene materials

12 Annual Report 2021 Back to Table of Contents


OUR CORPORATE CONDUCT
Our Conduct is guided by our values, driven by our purpose and executed
in accordance with our strategy

Our Values

Our values drive value


Guided by our values, we are able to fulfill our purpose, unleash our potential and grow together.

Consumer-centric
Keeping focus on the consumer as a partner
in creating and delivering solutions.

Transparency and openness


Allowing diversity of opinion by listening
without bias and by exchanging critique with
mutual respect and trust for each other.

Opportunity-seeking
Identifying early opportunity signals in the
marketplace to generate growth options.

Bias for action


Preference for quick and thoughtful action,
as opposed to delayed action through
unnecessary analysis.

Excellence
Continuous improvement of performance
standards and capability-building for
sustained long-term success.

Boundarylessness
Seeking support and influencing others
beyond the function and organisation to
achieve better outcomes/decisions without
diluting accountability.

Innovation
Experimenting and embracing calculated
risk-taking to increase success probability
of radical/pioneering ideas to achieve
quantum results.

Global outlook
Sensitivity and adaptability to cultural
diversity and learning from different cultures.

Back to Table of Contents Marico Bangladesh Limited 13


Who We Are

Our Statement Of Purpose

Making a difference in the lives of all those we touch

At Marico, we aim to transform in a sustainable manner the lives of all those we touch by nurturing
and empowering them to maximise their true potential. The power of business is in its purpose, not
its profits. At Marico we are guided by the responsibility of defining, creating and distributing value for
all our stakeholders-shareholders, consumers, members and business partners. Our sustainable growth
story rests on an empowering work culture that encourages our members to take complete ownership.
As a multi-stakeholder enterprise focused on nurturing shared value, our purpose is embedded in our
culture, which governs our business conduct, reflecting our sense of duty and responsibility, as well as our
commitment in contributing towards the well-being of everyone who is associated with us.

Our Strategic Framework

Leveraging our strategic competencies for empowering and


enriching our stakeholders.
Our strategic framework is rooted in four broad macro-economic parameters

Expansion in Favourable Competitive intensity High proportion of


disposable income demographics from established traditional retail
players as well as
emerging start-ups/
disruptors

Considering the above, our strategic priority reflects our focus on growing our core categories, while
simultaneously diversifying our portfolio. With an emphasis on speed and agility, technology has been a
critical enabler particularly to adapt to the volatile operating environment due to the covid-19 pandemic
and stay the course with our business process transformation. We leveraged technology and digital
solutions to connect with consumers and sharpen our go-to-market approaches.

Remaining purpose-driven and future-ready, investing for ensuring sustainable and competitive growth,
and fostering a winning culture and winning talent pool have been integral components of our strategic
framework, enabling us to create our valuable niche in a highly competitive market environment.

14 Annual Report 2021 Back to Table of Contents


Our strategic pillars

Robust
Consumer-led Talent &
go-to-market
Innovations strategy Culture

Analytics
Leveraging IT and efficient
spending

Back to Table of Contents Marico Bangladesh Limited 15


Who We Are

OUR BRANDS
CATEGORY POWER BRANDS CATEGORY POWER BRANDS

Branded Coconut Oil (BCNO) Parachute Coconut Oil Parachute Just for Baby Oil
Parachute Advansed
Parachute Just for Baby Lotion
Parachute Advansed Beliphool
Parachute Advansed Extra Care Parachute Just for Baby Wash

Parachute Advansed Aloe Vera Parachute Just for Baby Soap


Value Added Hair Oil (VAHO) Nihar Naturals Shanti Badam Amla Baby Care
Parachute Just for Baby Baby Powder
Nihar Naturals Joba Amla
Parachute Just for Baby Toothpaste
Nihar Naturals 5 Seeds
Nihar Lovely Parachute Just for Baby Rash Cream
Hair Dye Hair Code Powder
Parachute Just for Baby Face Cream
Hair Serum Livon
Mediker Safe Life Hand Sanitizer
Studio X No Gas Perfume Spray
Studio X Hair Gel Hygiene Mediker Safe Life Hand Wash
Studio X Face Wash Mediker SafeLife Veggie Wash Vegetable Cleanser
Male Grooming
Studio X Styling Shampoo
Saffola Active
Studio X Soap Edible Oil & foods
Studio X Power Brightening cream Saffola Honey
Parachute SkinPure Body Lotion Parachute Naturale Shampoo
Parachute SkinPure Petroleum Jelly Hair Cleaning
Parachute Naturale Conditioner
Skin Care Parachute SkinPure Aloe Vera Gel
Parachute SkinePure Beauty Olive Oil
Parachute SkinPure Coco Olive Soap

16 Annual Report 2021 Back to Table of Contents Back to Table of Contents Marico Bangladesh Limited 17
Who We Are

OUR
2014: CSR Partnership with Dhaka Ahsania Mission to
provide free education

2015: MBL wins "Certificate of Merit" in the ICMAB Best


Corporate Award 2014

JOURNEY
2016: MBL wins ICSB Silver Award for Excellence in
Corporate Governance

2018: CSR Partnership with UNDP and GoB in SWAPNO for


ultra-poor women

2018: Marico awarded Best Presented Annual Report

2018: Parachute Advansed awarded as SUPERBRAND

2014 2019
2018 2021

2009: MBL gets Listed in Dhaka &


Chittagong Stock Exchanges

2012: MBL sets up 2nd Factory in 2019: Marico launched Parachute Just For Baby
Shirirchala range
2013: Launch of SET WET Deos & 2019: Parachute Advansed awarded as “MOST
Saffola Active and entry into Male CONSISTENT BRAND OF THE DECADE"
Grooming & Edible Oils Category
2019: Marico launched Parachute SkinPure Range

2020: Marico launched Studio X range of men's


products
2009 Marico launched Mediker SafeLife Hygiene range
2013 Marico launched Parachute Naturale Shampoo
range

1999: Incorporated in Bangladesh, 1st Marico launched Saffola Honey


International subsidiary within Marico
group 2021: Marico won Silver at the ICMAB Best
Corporate Award
2002: Innauguration of
Manufacturing Operation 2021: Marico won Bronze at the ICSB Corporate
Governance Excellence Awards
2003: Launch of Parachute Beliphool
and entry into Value Added Hair Oils 2021: Marico recognized as TOP CSR Contributor
Category 2007: MBL sets up 1 factory
st 2020 by Social Responsibility Asia
in Mouchak, Gazipur

2008: MBL sets up own Head


Office at Uttara

2004 2008: Transitition to own


1999 2008 distribution from National
Distributors
2003

18 Annual Report 2021 Back to Table of Contents Back to Table of Contents Marico Bangladesh Limited 19
Who We Are

KEY BUSINESS HIGHLIGHTS OF THE YEAR


Despite the challenges that dominated the year 2020-21, we continued to focus on accelerating consumer-centric
innovation and product launches, actively engaging in community support while also earning recognition for our
reporting initiatives and practices.

APRIL 2020 MAY 2020 JUNE 2020 OCTOBER 2020


Launched Mediker SafeLife hand sanitiser and Launched Parachute Naturale Shampoo range foraying Supplemented our hygiene range under Mediker Announced plans to invest Tk. 227 cr to establish 3rd
handwash range to promote safe and confident into extended hair care & cleansing category SafeLife by introducing Veggie Wash, a cleaning manufacturing unit in the Mirsarai Economic Zone
handwashing, an activity that became critical in the solution that helped remove germs, chemicals, and dirt
fight against the pandemic. from fruit and vegetables, without leaving any residue,
after-taste or smell.

DECEMBER 2020 JANUARY 2021 FEBRUARY 2021 MAY 2021*


Launched the first German NMR-certified 100% Pure Bronze Award for Corporate Governance Excellence Silver Award at the ICMAB Best Corporate Award 2019 Recognized as TOP CSR Contributor 2020 by Social
Saffola Honey to cater to consumer needs for high- at the 7th ICSB National Award in the Manufacturing for reporting best-practices in the MNC Manufacturing Responsibility Asia
quality immunity-building aids. category. Category

*The report was inaugurated in May 2021 but covers the period from January to December 2020

20 Annual Report 2021 Back to Table of Contents Back to Table of Contents Marico Bangladesh Limited 21
Performance Review

22 Annual Report 2021 Back to Table of Contents


KEY FINANCIAL HIGHLIGHTS
Marico Bangladesh demonstrated commendable financial performance
during the year, with revenue and profitability growth enabled by
extended sales coverage, supply-chain efficiencies, and consumer-
centric offerings.

Profit and loss statement – absolutes

Revenue Gross profit Operating profit

Tk. 1131 cr Tk. 667 cr Tk. 428 cr


2019-20: Tk. 980 cr 2019-20: Tk. 566 cr 2019-20: Tk. 357 cr

Profit before tax Net profit Earnings/share

Tk. 419 cr Tk. 311 cr Tk. 98.69


2019-20: Tk. 357 cr 2019-20: Tk. 265 cr 2019-20: Tk. 84.01

Profit and loss statement – derivatives

Gross profit margin Operating profit/sales Net profit margin

58.97% 37.90% 27.49%


2019-20: 57.89% 2019-20: 34.49 % 2019-20: 27.01%

Back to Table of Contents Marico Bangladesh Limited 23


Performance Review

Shareholder value creation

Dividend per share Dividend payout NAV/share

Tk. 90* 900% Tk. 51.95


2019-20: Tk. 95 2019-20: 950% 2019-20: Tk. 44.05
* Announced

Market cap (DSE) ROCE Debt-equity

Tk. 6543 cr 234% 2.54


2019-20: Tk. 4922 cr 2019-20: 217% 2019-20: 2.61

Liquid balances

Tk. 39.6 cr
2019-20: Tk. 42.0 cr

24 Annual Report 2021 Back to Table of Contents


OUR 5-YEAR FINANCIAL HIGHLIGHTS
Turnover (BDT Crores) Profit from Operations (BDT Crores)

428
1,131
980

357
877
781

274
692

225
196
FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

PBT (BDT Crores) PAT (BDT Crores)


419

311
265
357

202
275
224

164
193

144

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

NAV Per Share (BDT) NOCF per share (BDT) 104.91


51.95
50.16

47.38

95.66
44.05

86.64
41.34

60.41

48.92

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

Back to Table of Contents Marico Bangladesh Limited 25


Performance Review

EPS (BDT) EBITDA (BDT Crores)

98.69

431
84.01

368
64.23

286
243
52.15
45.72

206
FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

EBITDA % Margin 38.15% Gross Margin %


37.61%

58.97%
57.89%
32.58%
29.77%

31.13%

49.00%
46.40%

45.90%

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

Net Margin % Return on Equity (ROE)


191.00%

189.95%
27.49%
27.01%

155.40%
23.10%
20.80%

21.00%

110.10%
91.10%

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

26 Annual Report 2021 Back to Table of Contents


Current Ratio Debt Equity Ratio
1.42

2.61

2.54
1.32

2.51
1.25

1.22

1.99
1.03

1.37
FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

Cash & Cash Equivalent (BDT Crores)


42.04

39.64
38.27
27.92
16.68

FY 17 FY 18 FY 19 FY 20 FY 21

Back to Table of Contents Marico Bangladesh Limited 27


Performance Review

KEY RATIOS
Current Ratio Quick Ratio
1.42

0.90
1.32

0.79
1.25

0.73
0.73
1.22

1.03

0.53
FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

Return on Assets Return on Equity


52.84%

53.65%

190.70%

189.95%
44.21%

155.39%
38.38%

36.84%

110.05%
91.15%

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

Asset Turnover Ratio (times) Inventory Turnover Ratio


2.09

3.18

3.03
2.84

2.76
2.04

2.57
1.94
1.91

1.90

FY 17 FY 18 FY 19 FY 20 FY 21 FY 17 FY 18 FY 19 FY 20 FY 21

Return on Capital Employed


234%
217%
200%
146%
114%

FY 17 FY 18 FY 19 FY 20 FY 21

28 Annual Report 2021 Back to Table of Contents


STOCK PERFORMANCE
Marico’s Scrip performance Dividends for the Year

Our share held its positive momentum throughout the


300%
final three quarters of FY 2020-21. Due to the nationwide 200%
general holidays during the first quarter (i.e., April-
June 2020), there was no or insignificant trading. MBL
share price witnessed high growth in October 2020
and December 2020. Overall, the share price has had 200%
strong performance despite COVID-19 impacting the
200%
capital market. This reflects the market’s confidence in
our brands, our growing performance in the consumer
goods industry and our governance. During FY’21 our Quarter-1 Quarter-2 Quarter-3 Final Cash Dividend
shareholders continued to attain healthy dividends with
three quarterly and final dividend. Total dividend payout
in FY’21 was 900%, which is the second highest dividend
payout in our history, amidst the COVID-19 pandemic.
Dividend Payout Ratio %

115.06
Daily Trading Volume

113.09
109.36

101.19
100.24
100000 2,500.00
90000
Trading Volume (Shares)

80000 2,000.00

91.20
70000
60000 1,500.00
50000
40000 1,000.00
30000
20000 500.00
10000
0 0.00
0 0 0 0 0 0 0 0 0 21 21 21 FY 16 FY 17 FY 18 FY 19 FY 20 FY 21
p r-2 ay-2 un-2 ul-2 g-2 ep-2 ct-2 ov-2 ec-2 an- eb- ar-
A M J J Au S O N D J F M

VOLUME CLOSEP*

High Low Share Prices per month (BDT) Market Capitalization at Year-End (BDT Corore)

6543
2,600
2,472
2,400 2,379
4922

2,200 2,226
4526

2,200 2,147 2,162 2,153


2,059
4112

3824

2,000 2,081 2,080 2,112 2,091 2,065


2,037
3169

1,800 1,960
1,705
1,600 1,563 1,563 1,563 1,697
1,400 1,563 1,563 1,563 1,563

1,200

1,000
0 0 0 0 0 0 0 0 0 1 1 1
r-2 -2 -2 l-2 -2 -2 t-2 -2 -2 n-2 b-2 r-2
Ap ay Jun Ju Aug Sep Oc Nov Dec Ja Fe Ma
M FY 16 FY 17 FY 18 FY 19 FY 20 FY 21

Back to Table of Contents Marico Bangladesh Limited 29


Performance Review

MBL Share: Brief Overview

Number of Shares Outstanding 31,500,000


Free Float 10%
Initial Public Offering August 9, 2009
Stock Exchange Dhaka Stock Exchange
Chittagong Stock Exchange
Stock Registration Number (ISIN) BD0481MRICO6
Stock Symbol MARICO

Healthy Dividend Disbursements

Our Board of Directors declared respectively 300%, 200% and 200% interim cash dividends on Q1, Q2 and Q3 earnings
disclosure, all of which have been subsequently paid and the Board has announced a final cash dividend of 200% on
earnings disclosure of Q4, which if approved, by the shareholders will take the total cash dividend tally to 900% for the year.

Share Ratios

FY21 FY20 FY19 FY18 FY17 FY16


Basic Earnings per Share BDT 98.69 84.01 64.23 52.15 45.72 44.89
Cash Generated from Operating
BDT 104.91 95.66 86.64 48.92 60.41 68.30
Activities per Share
Year-End Price BDT 2,077.00 1,562.50 1,437.00 1,214.00 1,006.00 1,305.40
Year High BDT 2,472.20 1,841.90 1,699.00 1,250.00 1,364.00 1,770.00
Year Low BDT 1,562.70 1,373.00 1,095.00 991.00 899.00 1,132.10
Dividend per Share BDT 90.00 95.00 65.00 60.00 50.00 45.00
Dividend Payout Ratio % 91.20 113.09 101.19 115.06 109.36 100.24
Dividend Yield % 4.33 6.08 4.52 4.94 4.97 3.45
Shareholders’ Equity per Share BDT 51.95 44.05 41.34 47.38 50.16 54.25
Price-Earnings Ratio at Year-End BDT 21.05 18.60 22.37 23.28 22.00 29.08
Average Trading Volume per
Shares 7,705.85 4,622.00 3,672.00 2,281.00 4,167.00 1,808.00
Trading Day
BDT
Year-End Market Capitalization 6,542.55 4,921.88 4,526.55 3,824.10 3,168.90 4,112.02
(crores)

Shareholding Structure
(as on March 31, 2021)

90%
Marico Limited
3.33%
Foreign Institutional
4.71%
Domestic Institutional
1.96%
Public Investors
Investors Investors

*Based on the list of shareholders obtained from the Central Depository Bangladesh Limited (CDBL) as on March 31, 2021.

30 Annual Report 2021 Back to Table of Contents


Our share register as on March 31, 2021 shows that ‘Investor Relations’ section of its website. The Company
Marico Bangladesh Limited has 3482 shareholders. has framed its Dividend Policy to ensure smoother
Marico Limited, parent company of Marico Bangladesh dividend disbursement and efficient handling of dividend
Limited, owns 90% of our shares while the rest 10% are related queries from shareholders. Moreover in order
owned by public and institutional investors. For greater to obtain regular updates and query about the latest
transparency, the distribution of the latter 10% is shown developments about the Company’s business and shares,
as per the above illustration. our shareholders and investor community can send an
email to [email protected] or call the corporate
Other Shareholder Disclosures
office of the Company at +88029897180 ext. 661.
Investor Relations
Redressal of Investor Complaint
The Company has an effective investor relations process
with the philosophy of providing transparent, timely Our Investor Relations team places high priority towards
information and responses to our valued shareholders. investor queries and complaints. We take every step
The Company also interacts with the investment possible to promote transparency and resolve issues of
community through periodic calls, individual meetings our investors in an expedient manner. General queries
and ensures necessary information about the Company of shareholders are related to receipt of dividends. Our
is available to all the investors by regularly updating the Redressal Mechanism is as follows:

Investors are encouraged Investor Relations team Investor Relations Team Investors can also
to address their queries acknowledges the com- after confirming the register their complaints
via e-mail: secretarial. plaint and contacts the Shareholders identity and queries through an
[email protected] investors to confirm their addresses their queries application addressed to
identity: and provides necessary the Company Secretary
Shareholders can also information required
contact the Company’s -Shareholders BOID
Legal Counsel in person -Shareholders Name
– Mr. Mahim al Hasan at -Shareholders Bank
the company's Corporate Details
office. Mr. Hasan
personally attends to
individuals.

Back to Table of Contents Marico Bangladesh Limited 31


Performance Review

VERTICAL ANALYSIS OF INCOME STATEMENT


Details FY'21 FY'20
Sales Revenue 98.32% 97.99%
Net Finance Income & Other Income 1.68% 2.01%
100.00% 100.00%

COGS 40.34% 41.35%


Marketing, Selling & Distribution Expense 11.81% 11.48%
General & Administrative Expenses 9.46% 9.56%
WPPF 1.92% 1.88%
Income tax 9.44% 9.26%
Profit After Tax 27.03% 26.47%
100.00% 100.00%

Vertical Analysis of Income Statement Vertical Analysis of Income Statement


9.26% 9.44%
1.88% 26.47% 1.92%
27.03%
9.68% 9.46%

FY 2020 FY 2021
11.48% 11.84%

41.35% 40.03%

COGS Marketing, Selling & Distribution Expense COGS Marketing, Selling & Distribution Expense
General & Administrative Expenses WPPF General & Administrative Expenses WPPF
Income tax Profit After Tax Income tax Profit After Tax

Vertical Analysis of Balance Sheet

Details FY'21 FY'20

Non-Current Assets 29% 18%


Current Assets 71% 82%
Total Assets 100% 100%

Total Equity 28% 28%


Non-Current Liabilities 3% 5%
Current Liabilities 69% 67%
Total Equity & Liabilities 100% 100%

32 Annual Report 2021 Back to Table of Contents


Back to Table of Contents Marico Bangladesh Limited 33
At The Helm of Affairs

PROFILE OF OUR BOARD OF DIRECTORS


Mr. Saugata Gupta is the Chairman of Marico Bangladesh Limited, a role
he has assumed since 2013. He is also at the helm of Marico and leads the
Company’s operations both in India and its International Business. Saugata
joined Marico in January 2004 as Head of Marketing and was elevated
to CEO of the India business in 2007. In April 2013, Marico restructured
its Consumer Product Business (CPB) in India and International Business
Group (IBG) under Saugata's leadership as the CEO of Marico Limited, the
unified FMCG business. Thereafter, in March 2014, he was appointed as the
Managing Director of the company.

Saugata started his career with Cadbury (now Mondelez) where he spent
9 years in various roles in Sales and Marketing in India and the United
Kingdom. Subsequently, he went on to become the Chief of Marketing and
SAUGATA GUPTA
Group Sales at ICICI Prudential and was part of the startup team that was
Chairman of the Board
instrumental in establishing ICICI Prudential as the largest private sector
insurance firm in the country.

Under his leadership, Marico has won several accolades and prestigious
awards. The company is among the Best 30 Workplaces in Manufacturing
2021 in India and among the Top 50 India’s Best Companies to Work for
Women - 2020 in India as per Great Place to Work Institute. Marico has
also been ranked among the Top 10 In Corporate Governance among all
constituent companies of the S&P BSE 100 Index and conferred the Best
Domestic Company on Corporate Governance recognition by Asiamoney.

Saugata was ranked #4 and #47 in the FMCG sector and Pan-India
respectively in the Business Today-PWC list of India’s Top 100 CEOs in 2017
and was ranked as ‘India’s Most Valuable CEOs’ by BusinessWorld in 2016.
He was also featured on the top 100 Business Leaders List 2020 by Impact
Digital Power 100.

Saugata is an alumnus of IIM Bangalore and holds a chemical engineering


degree from IIT Kharagpur.

34 Annual Report 2021 Back to Table of Contents


Mrs. Rokia Afzal Rahman is the Vice President of International Chamber of
Commerce - ICC Bangladesh. She is the Chairman of R.R. Group & Arlinks
Group of Companies, R. R. Trust. He is the Chairperson of Mediaworld Limited
(owning company of “The Daily Star”) and MIDAS Financing Limited. She is
a director of Mediastar Limited (the owning company of “Prothom Alo”) and
Ayna Broadcasting Corporation Limited (FM Radio Station - ABC Radio). She
is also an independent director of Bangladesh Lamps Limited and Marico
Bangladesh Limited.

She is a former Adviser (Minister) to the Caretaker Government of Bangladesh.


She served as a Board Member of the Central Bank of Bangladesh, and the
President of Bangladesh Employers Federation – BEF. She was also a Director
of Reliance Insurance Limited. She is the former President of Metropolitan
ROKIA AFZAL RAHMAN Chamber of Commerce and Industries – MCCI, Dhaka.
Independent Director
Mrs. Rokia Afzal Rahman is the Chairperson of Banchte Shekha, Jessore -
(till September 22, 2020)
working for the underprivileged and extremely poor. She is a board member
of Subarta Trust - ensuring effective care & services for elderly persons. She
is also a board member of MRDI (Management and Resource Development
Initiative). Mrs. Rahman served on the board of BRAC.

She is the founder President of Bangladesh Federation of Women


Entrepreneurs (BFWE). In 1994, the first Women Entrepreneurs Association
(WEA) was formed in Bangladesh with Rokia Afzal Rahman as founder
President. In 1996 Mrs. Rahman formed Women in Small Enterprises (WISE)
to further promote women into small enterprises and industries.

Mrs. Rahman is former chairman of Presidency University. She has received


several international and national awards.

Mr. Masud Khan is the Chairman of Unilever Consumer Care Bangladesh


Limited and Chief Advisor to the Board of Crown Cement Group Bangladesh.
He is a seasoned professional with 41 years' work experience in leading
multinational and local companies in Bangladesh. Prior to joining Crown
Cement Group, he worked in LafargeHolcim Bangladesh as Chief Financial
Officer for 18 years. Earlier, he worked for British American Tobacco in finance
and related fields for 20 years both at home and abroad.

He is also an independent director of Berger Paints Bangladesh Limited,


Singer Bangladesh, Community Bangladesh Bank Limited and Viyellatex
Limited. His articles on professional and industry issues regularly feature in
newspapers and international and local magazines. He is a thought-leader
on industry issues and his views are followed closely by print and electronic
media. He has been a lecturer at the Institute of Chartered Accountants of MASUD KHAN
Bangladesh for the past 40 years. Independent Director
(till September 22, 2020)
Mr. Khan did his Bachelor of Commerce with Honours from St Xaviers'
College under University of Kolkata. Thereafter, he qualified with distinction
both as a Chartered as well as a Cost and Management Accountant from
the Indian Institutes being a silver medalist at all India level in the Chartered
Accountancy Examination in the year 1977.

Back to Table of Contents Marico Bangladesh Limited 35


At The Helm of Affairs

Ms. Parveen Mahmud FCA was appointed to the Board on 31 August


2020. Ms. Mahmud serves on various Boards, including the Chairperson
of Underprivileged Children Education Programme (UCEP) and HerStory
Foundation. She also serves on the board of Grameen Phone, Berger Paints
Bangladesh Ltd., Apex Footwear Ltd., BRAC International, PKSF, Ghashful,
MJF, RDRS etc.. She was the Chairperson, Shasha Denims Ltd., MIDAS
(Micro Industries Development Assistance and Services) and Acid Survivors
Foundation. She served three terms in the Council and Past President of the
Institute of Chartered Accountants of Bangladesh (ICAB). In her diversified
professional career, Ms. Mahmud worked in the development sector and
was a practicing Chartered Accountant. Ms. Mahmud started her career with
Brac, and was the Managing Director, Grameen Telecom Trust and Deputy
Managing Director of Palli Karma-Sahayak Foundation (PKSF). She was
PARVEEN MAHMUD a partner of ACNABIN, Chartered Accountants. She was the first female
Independent Director President of ICAB for the year 2011 and also the first female Board member
(from August 31, 2020) and President of accounting professional body in the South Asian Federation
of Accountants (SAFA), the apex accounting professional body of the SAARC.
She was the Chairperson, CA Female Forum, ICAB. She was the member of
National Advisory Panel for SME Development of Bangladesh and founding
Board member of SME Foundation and Convener, SME Women’s Forum. Ms.
Parveen Mahmud is the recipient of Chittagong Digest award 2020 for Social
Changemaker, Ananyanna Top Ten Women- 2018 Award in 2019 for social
development, Joya Alokit Nari- 2018 Award from RTV for entrepreneurship
and women’s empowerment, “Women at Work -2017” Award from
Association of Software and Information Services (BASIS) and “Women of
Inspiration Awards”-2017 from the Bangladesh Organisation for Learning &
Development (BOLD). She received the Begum Rokeya Shining Personality
Award 2006 from Narikantha Foundation for women’s empowerment.

Mr. Zakir Ahmed Khan is a celebrated bureaucrat with an illustrious career as


former Finance Secretary to the Government of Bangladesh. Mr Zakir Ahmed
Khan did his MA in Economics from the University of Dhaka and MBA from
Vrije University, Brussels, Belgium. He also studied Development Economics
and Development Administration at the Colorado State University as a
Hubert Humphrey Fellow. Before joining the Pakistan Audit and Accounts
Service in 1970 he served briefly as a Research Associate in the Bureau of
Economic Research and as a Lecturer in
Economics, University of Dhaka. He also served as a part time Lecturer in the
Department of Finance, University of Dhaka.
Mr. Khan served as Finance Secretary and Secretary, Internal Resources
Division and Chairman, National Board of Revenue for about five years.
During his 46 years of public service he held various senior level positions in
the Bangladesh Audit and Accounts Department, Ministries of Establishment, ZAKIR AHMAD KHAN
Finance, Commerce and Cabinet Division. He also worked as a senior Independent Director
national consultant in the public sector financial reform programme of (from August 31, 2020)
the Government of Bangladesh and as an External Auditor to the United
Nations, United Nations Development Programme, United Nations Fund for
Population Activities, United Nations Industrial Development Organisation
and United Nations Economic Commission for Latin America. Prior to his
retirement in early 2009 he served as Alternate Executive Director, World
Bank representing Bangladesh, Bhutan, India and Sri Lanka. Mr. Khan is
currently advisor to Southeast Bank Limited. He also serves on the Boards of
National Life Insurance Company Limited, M.I Cement Factory Limited and
Bay Leasing & Investment Limited.

36 Annual Report 2021 Back to Table of Contents


Mr. Ashraful Hadi was appointed as Independent Director for Marico
Bangladesh Limited on April 25, 2016. An advocate of the High Court Division
of the Supreme Court of Bangladesh and Barrister-at-Law from the United
Kingdom, Mr. Hadi is a Partner in Alliance Laws a reputed and the leading
law firm in Bangladesh specializing in litigation disputes and transactional
matters. He is a former Member of Executive Committee of Bangladesh
Supreme Court Bar Association. He has over 20 years of experience as a
lawyer both at home and abroad. He has worked at Eversheds LLP, one of
the leading law firms in the U.K. and was a Partner at Dr. Kamal Hossain &
Associates. His practice over the years has involved working with various
multinational and local organizations where he has acted as counsel
advising in the areas of telecom, admiralty, large infrastructure projects,
IT, commercial and international trade disputes, local and international
ASHRAFUL HADI commercial arbitration, banking, securities & bond market, taxation and
Independent Director constitutional law and so on. He has also acted as counsel in several public
interest litigations for protection of fundamental rights.

Mr. Vivek Karve is a Chartered Accountant (1994), a Cost Accountant (1993)


and a B. Com. from the University of Bombay (1991). He has more than 25
years of experience in Finance, Banking, and IT across four organizations -
Marico, Siemens Information Systems, ICICI and P&G.

Vivek's current role as Chief Financial Officer of Marico covers Corporate


Finance, Business Finance and Commercial for Marico Group. Vivek joined
Marico in 2000, as a Manager in Corporate Finance. Over the years, he has
contributed to various sections in Marico Finance, including business finance.
He has played an active role in Marico's M&A efforts through due diligence,
funding etc. He was also project lead for an initiative towards automating the
performance forecasting and budgeting processes in the company. Vivek
took over the charge as CFO of Marico Limited effective 1ST April 2014.
VIVEK KARVE
Vivek has served as a member of FICCI’s (India) Corporate Finance
Nominee Director
Committee.
(till September 10, 2020)

Back to Table of Contents Marico Bangladesh Limited 37


At The Helm of Affairs

Mr. Pawan Agrawal is a Chartered Accountant (2000), and a B.Com (Hons)


Graduate (1999) from St. Xavier’s college, Calcutta. He has 2 decades of
leadership experience across various finance verticals like Financial Planning
& Analysis, Corporate Finance, Treasury, Investor Relations, Taxation &
Commercial functions in the FMCG domain. He joined Marico in 2004 as
Regional Operations Manager for South Sales Division in Hyderabad. He
has spent over 16 years with Marico and contributed in areas of Business
Finance, Strategy Business planning, Cost optimisation, International
Business operations, setting up Internal Control architecture, Business
Process Transformation and major Taxation transition. September 2020.
Prior to Marico, he worked with Eveready Industries (I) limited for 4 years in
Internal Audit and Sales Commercial functions across many locations.

PAWAN AGRAWAL In his 20 years of career as a finance professional, he has had successful
Nominee Director stints in areas of Business Finance and Corporate Finance. Backed by
(from September 10, 2020) strong leadership skills and experience of managing diverse people, he has
managed operations comprising both scale & complexity and has driven
transformational change agenda for the organisation. He has also won the
CFONEXT100 Awards for two consecutive years in a row 2018 and 2019 at
the Annual CFO Leadership Conclave, India. Pawan took over the role of
Chief Financial Officer of Marico Limited effective September 10, 2020.

Pawan was recognised by The Financial Express CFO Awards 2020, under the
Large Enterprises Category in Manufacturing Sector. Under his leadership,
Marico has been ranked in the ‘LEADERSHIP’ category as assessed by IiAS
on the IFC-BSE-IiAS Indian Corporate Governance Scorecard.

Mr. Sanjay Mishra is the Chief Operating Officer (COO) – India Sales and
Bangladesh Business at Marico Ltd., responsible for the Go-To-Market (GTM)
Transformation endeavor in line with Marico’s portfolio of the future, and
reinforce the Sales function. Along with spearheading the Sales for Marico
India, and overseeing the Marico Business in Bangladesh, he is also leading
the Food Business Portfolio.
Prior to Marico, Sanjay was working with PepsiCo where he started as Sales
Director – Traditional Trade for India in 2009. He became the Market Unit
General Manager (West) India, in 2010, and rose up the corporate ladder
to his last position as Senior Director – GTM and Sales Capability at Pepsico
AMEA (Asia Middle East and Australia) in 2013. In his role, he was responsible
for delivering GTM transformation in key AMEA markets. Prior to PepsiCo, he
was Vice President – Merchandising with Spencers Retail Limited in India in SANJAY MISHRA
2006, where he was instrumental in expanding Spencers’ footprint. He also
Nominee Director
led the initiative of getting international retail food chain “Au Bon Pain”, a
Boston based Bakery Café Chain to India in tie-up with his company and
led various new ventures. He started off his career with Dunlop India in 1995.
Sanjay did his Bachelor’s degree in Science in 1992 from City College, Kolkata
and completed his Business Management from Institute of Management
Technology, Ghaziabad in 1995.

38 Annual Report 2021 Back to Table of Contents


Ashish Goupal took over as Managing Director of Marico Bangladesh
Limited (MBL) in July 2018. He joins Marico Bangladesh after a long and rich
career with Marico Group where he was Head of Trade Marketing, Shopper
Marketing & Demand Planning for the India business. Ashish started his career
as a management trainee with global consumer durable major Samsung in
year 2004 and thereafter started his long stint with Marico’s India in 2006.

During his 15 years stint with Marico, Ashish excelled and delivered path
breaking performance in the areas of Sales, Brand Management, New
Product Development, Trade Marketing, Shopper Marketing and Demand
Planning. In his career he has successfully driven projects in Business
Transformation, Process Transformation and Cost optimization along with
global consultants. His deep understanding of business along with rich
ASHISH GOUPAL functional experience helped him in launching several successful innovations
Managing Director in India and Bangladesh.

Ashish has versatile interests, in particular he takes a keen interest in


contributing towards developing industry talent and grooming young
professionals. He is passionate about the culture, talent and market in
Bangladesh. Under Ashish’s leadership Marico Bangladesh has evolved its
portfolio to 39 brands including the development and launch of Parachute
Just For Baby Range, Studio X male grooming range and Parachute
Naturale Shampoo. Ashish has been associated with Marcus Evans Group-
Singapore and with The Economic Times for training industry talent on Rural
Marketing, Shopper Marketing & Channel Management. Ashish has a degree
in Mechanical Engineering and is an alumnus of Jamnalal Bajaj Institute of
Management Studies, batch of 2004.

Back to Table of Contents Marico Bangladesh Limited 39


At The Helm of Affairs

BOARD REPRESENTATION
Sl No. Name of Director Directorship Member of Board Committees
1 Mr. Saugata Gupta Marico Consumer Care Limited Member of CSR Committee
Marico Innovation Foundation -
Halite Personal Care India Private Limited
-
(A Company under Liquidation)
Marico South East Asia Corporation -
Marico Middle East FZE -
Marico South Africa Consumer Care (Pty)
-
Limited
JSW Paint Private Limited -
Member of Stakeholders'
Relationship Committee, Member
Marico Limited of Corporate Social Responsibility
Committee & Member of Risk
Management Committee
Parachute Kalpavriksha Foundation -
Member of 1) Nomination and
Ashok Leyland Limited Remuneration Committee & 2)
Risk Management Committee

2 Masud Khan Chairman of the Board and


Unilever Consumer Care Bangladesh Limited
Nominee Director
Berger Paints Bangladesh Limited Member of the Audit Committee
Singer Bangladesh Limited
Community Bank Bangladesh Limited
Viyellatex Limited
R.R. Cold Storage Ltd.

3 Ms. Rokia Afzal Rahman R.R. Cold Storage Ltd.


Imaan Cold Storage Ltd.
R. R. Estates Ltd.
Aris Holdings Ltd.
Arlinks Limited
Media world Ltd. (Owning Company of “The
Daily Star”)
DNET
MIDAS Financing Ltd.
Mediastar Ltd. (Owning Company of “Prothom
Alo”)
ABC Radio
Banchte Shekha, Jessore
Management and Resources Development
Initiative (MRDI)

4 Mr. Zakir Ahmad Khan Southeast Bank Limited Advisor to the Board of Directors
Southeast Bank Green Foundation
National Life Insurance Company Limited
M.I. Cement Factory Limited
Policy Research Institute

40 Annual Report 2021 Back to Table of Contents


Sl No. Name of Director Directorship Member of Board Committees
5 Ms. Parveen Mahmud Shasha Spinning Ltd.
Shasha Apparels Ltd.
Shasha Garments Ltd.
Shasha Millners & Textiles Ltd.
Saburo Indigo Ltd.
Berger Bangladesh Ltd. Member of 1) Audit Committee, 2)
HR Committee
Apex Footwear Ltd. Member of 1) Audit Committee, 2)
HR Committee
Palli Karma Sahayak Foundation (PKSF)
Brac International Member of Audit Committee
Manusher Jonno Foundation (MJF) Member of Audit Committee
DAM Foundation for Economic Development Member of Audit Committee
(DFED)
Rangpur Dinajpur Rural Services (RDRS)-
Bangladesh
MIDAS
UCEP
Friendship
Her Story Foundation
Ghashful
Moner Bondhu
Heroes for All
Cider International School
Chattogram Syeda Anjuman Ara Girls School,
Chauddagram, Cumilla
Transparency International Bangladesh (TIB) Member of Audit Committee
Centre for Policy Dialogue (CPD)
Bishsho Shanitto Kendro (BSK)
Grameen Health Care Services Ltd.
Grameen Shamogri Ltd.

6 Mr. Ashraful Hadi None

7 Mr. Pawan Agrawal Marico South Africa Consumer Care (Pty) Marico Limited - Member
(w.e.f. September 10, 2020) Limited & Secretary of the Risk
Management Committee
Marico Middle East FZE
Marico South East Asia Corporation -
Marico South Africa (Pty) Limited -
Marico Malaysia Sdn. Bhd -

8 Mr. Sanjay Mishra Zed Lifestyle Private Limited

9 Mr. Ashish Goupal MBL Industries Limited


Marico Middle East FZE

10 Mr. Vivek Karve Process Intelligence and Dynamics Private Marico Limited - Member
(until September 10, 2020) Limited & Secretary of the Risk
Management Committee
Mahindra Insurance Brokers Limited (appointed
on January 5, 2021)
Management and Resources Development
Initiative (MRDI)

Back to Table of Contents Marico Bangladesh Limited 41


At The Helm of Affairs

Leading from
Sitting from Left to Right

Md. Saiful Alam Ashish Goupal Rashed Sarwar Allen Ebenezer Eric

the Front
Manufacturing Director Managing Director Director-Sales Director-Marketing
(Emerging Channels & Sales Strategy)

Standing from Left to Right


Elias Ahmed Christabel Randolph Md. Habibur Rahman Sabbir Al-Harun
Chief Financial Officer Director-Legal & Director-Supply Chain Director-Sales
Corporate Affairs

42 Annual Report 2021 Back to Table of Contents Back to Table of Contents Marico Bangladesh Limited 43
At The Helm of Affairs

PROFILE OF OUR LEADERSHIP TEAM


Ashish Goupal took over as Managing Director of Marico Bangladesh
Limited (MBL) in July 2018. He joins Marico Bangladesh after a long and rich
career with Marico Group where he was Head of Trade Marketing, Shopper
Marketing & Demand Planning for the India business. Ashish started his career
as a management trainee with global consumer durable major Samsung in
year 2004 and thereafter started his long stint with Marico’s India in 2006.

During his 15 years stint with Marico, Ashish excelled and delivered path
breaking performance in the areas of Sales, Brand Management, New
Product Development, Trade Marketing, Shopper Marketing and Demand
Planning. In his career he has successfully driven projects in Business
Transformation, Process Transformation and Cost optimization along with
global consultants. His deep understanding of business along with rich
ASHISH GOUPAL functional experience helped him in launching several successful innovations
Managing Director in India and Bangladesh.

Ashish has versatile interests, in particular, he takes a keen interest in


contributing towards developing industry talent and grooming young
professionals. He is passionate about the culture, talent and market in
Bangladesh. Under Ashish’s leadership Marico Bangladesh has evolved its
portfolio to 39 brands including the development and launch of Parachute
Just For Baby Range, Studio X male grooming range and Parachute
Naturale Shampoo. Ashish has been associated with Marcus Evans Group-
Singapore and with The Economic Times for training industry talent on Rural
Marketing, Shopper Marketing & Channel Management. Ashish has a degree
in Mechanical Engineering and is an alumnus of Jamnalal Bajaj Institute of
Management Studies, batch of 2004.

Sabbir has taken over the responsibility of Director – Sales (Traditional Trade)
in August, 2020. Currently he is leading entire Sales Field team comprising
of 115 members and another 3500 indirect members through its more than
200 distributors, nationwide covering a retail universe of about 1.2mln. He is
also Responsible for overall Trade Marketing Strategy, Shopper Marketing,
Merchandising Strategy of core brands & Capability Development of Sales
Function. The Regional Heads and Head of Trade Marketing report to him. He
joined Marico in April 2020 as Head of Sales Operations, Channels and NPD.
During that time, he helped the business grow by implementing innovative
emerging channel strategies and strengthening distribution system.

Prior to join Marico, Sabbir worked in Unilever Bangladesh Limited for 15


years. During his career with Unilever, he worked in different roles in Field and
Head office where he had successfully driven crucial agendas to develop SABBIR AL HARUN
business & distribution. He was very instrumental in growing talents within Director- Sales
team. He had also successfully driven business of renowned brands during (Traditional Trade)
his stint as “Trade Category Manager” in Unilever.

Sabbir completed his BBA and MBA from Dhaka University. He is passionate
about reading books as well as loves traveling new places and try different
cuisines.

44 Annual Report 2021 Back to Table of Contents


Rashed has joined Marico Bangladesh Limited in November, 2020 and
taken over the responsibility of Director – Sales (Emerging Channels & Sales
Strategy). Rashed is responsible for developing Emerging channel business
& leading the transformation of Sales Function. He is rigorously working for
flawless execution of Sales strategies in the granular level.

Prior joining in Marico Bangladesh Limited, he played the role of “National


Sales Operations Manager” at International Beverages Private Limited
(Coca-Cola). He was very instrumental in streamlining Distribution System,
Developing efficiency of distributors / Field force and growing talents in
his immediate role. He also had successful stints in Pacific Telecom Limited
(Citycell) & Unilever Bangladesh Limited.

RASHED SARWAR Rashed did his Master’s of Business Administration from International Islamic
Director-Emerging Channels University in Chittagong. He is a passionate traveler, enthusiastic Biker &
and Sales Strategy Swimmer.

Allen joined Marico Bangladesh in October 2019 and is responsible for driving
a successful Marketing function. A passionate marketer, his experience over
15 years in brand management and sales spans two FMCG organizations –
Marico and Emami. Starting his career as a Management Trainee in Marico
in 2005, he held different Sales and Marketing roles over 9 years, and spent
5 years at Emami Limited, where he led the Fair and Handsome and Pain
Management Portfolios (Zandu Balm, Mentho Plus Balm) for India.

His well-rounded marketing experience spans extensive work on heritage


Brands, five successful new Brand launches, stabilization and growth
in Organization eco-systems; and NPDs, operating across blue-ocean,
penetration categories to complex, competitive categories among both
urban and rural consumer demographics. His systematic experience on
development of sound, long-term brand strategies has led to building ALLEN EBENEZER ERIC
effective, consistent, strong brands; and excellence in execution has led to Director-Marketing
sustainable, profitable growth of brands over the years.

He has led differentiated work, that have received prestigious international


recognition, including two Recommended Cases and two Editor’s Choice
Best Practice papers at WARC, a WARC Asia Strategy Prize, a hat trick at the
Appies Asia Pacific Marketing Congress, Singapore and six Effies.

He did his Masters in Business Management from XLRI Jamshedpur, and


Mechanical Engineering from Tamil Nadu College of Engineering, Coimbatore.
A driving enthusiast and violinist, he enjoys reading and writing.

Back to Table of Contents Marico Bangladesh Limited 45


At The Helm of Affairs

Saiful brings with him 21+ years of rich experience and currently Heads the
Manufacturing Function in Marico Bangladesh. He is responsible for the
entire manufacturing operations including third party operations, packaging
vendor management and projects & manufacturing capability building
initiatives in MBL. He has been instrumental in leading the manufacturing
team towards process excellence. It was under Saiful’s Leadership that
Marico set up its Crushing and Refinery Plant in Bangladesh. He has also
handled several greenfield & brownfield projects in his 9+ Year’s tenure in
Marico Bangladesh. Being Senior Management, he determines the strategic
direction of the organizations’ manufacturing unit with the goal of increasing
efficiency and profitability. He is leading the set up MBL’s 3rd Manufacturing
Unit in Mirsarai Economic Zone with a planned Investment of 227.1 Crore BDT.

MD. SAIFUL ALAM Saiful has diverse experience of working with global MNCs like Nestle
Director-Manufacturing Bangladesh Limited and led production functions in India for 3 years during
his association with Nestle, gaining experience of a different culture and
society.

Saiful has completed his BSc in Chemical Engineering from BUET. He has
keen interest in visiting and exploring new places and in sports.

Mohammad Habibur Rahman is currently the Director of Supply Chain and


NPD (New Product Development) and possesses a rich experience of over
18+ years in this arena spanning several industries including retail, building
materials, FMCG in both renowned local and multinational companies. He
joined Marico Bangladesh in March, 2015 as General Manager of Supply
Chain. He is responsible for heading the overall demand &supply planning,
sourcing & procurement, inbound logistics, new product development &
Technology Operations, Outbound Logistics & Customer Service teams
within the Supply Chain Function to ensure quality & effective support to the
business in terms of business growth and consistent supply in the market.

Among his several achievements at Marico, Habib had driven RM/PM


procurement savings above BDT 4.5 cr+. and overall savings and cost
avoidance of approx. BDT 8 cr. He also played a key role in strengthening the MOHAMMAD HABIBUR
S&OP Governance process as well as adaptations of GRC policy at country RAHMAN
level to ensure compliance and risk minimization. The supply chain function Director - Supply Chain and
had been awarded under three categories at National Level by BSCMS and NPD
IPDC finance under his leadership. He had also spearheaded numerous
Supply Chain IT Automation Projects and was instrumental to restructure the
Supply Chain Function.

Prior to joining Marico, Habib had worked in reputed companies such as


Unilever, Lafarge Surma Cement as well as a renowned local conglomerate
ACI Logistics in several verticals of Supply Chain.

Habibur Rahman holds a BSc in Mechanical Engineering from BUET


(Bangladesh University of Engineering & Technology) and Executive MBA
from IBA (Institute of Business Administration) University of Dhaka. He has
also received International Certification in Supply Chain from ISCEA, USA as a
Certified Supply Chain Manager and he has achieved CPLM degree (Certified
Professional in Logistics Management) as well from the same institute. He is an
avid reader, keeps interest in sports as well as loves travelling to new places.

46 Annual Report 2021 Back to Table of Contents


Ashish Mane in his current role is responsible for driving the Human Resource
strategy at the Company and involves working closely with the Management
Committee team in co-creating structures to leverage new pockets of
growth and establishing frameworks to retain, develop and attract talent to
the organization and making Marico Bangladesh an employer of choice.

Ashish has a varied experience in the HR function and holds a postgraduate


degree from the Tata Institute of Social Sciences, Mumbai and is a graduate
in Chemical Engineering from Institute of Chemical Technology, Mumbai. He
has worked across a variety of sectors including manufacturing, information
technology, FMCG and OTC and built expertise across verticals, from
handling industrial relations issues, driving high performance culture and
building a talent strategy.
ASHISH MANE
Director- Human Resources

Elias Ahmed spearheads MBL Finance and is responsible to lead the Finance
& IT functions and is a key member of the corporate branding for Marico
Bangladesh Limited. He acts as an advisor to the Senior Management and
the Board on the issues pertaining to the regulatory affairs & compliances
as well.

Elias has more than 20 years’ experience working in various multinational


companies and in a local conglomerate. In his most recent role he was
Finance Director in Coats Bangladesh Limited, a subsidiary of Coats Group
plc, the number-1 sewing thread manufacturer in the world. Prior to that he
worked as country CFO in Avery Dennison Bangladesh (a US based fortune
500 company of Avery Dennison Corporation). Prior to Avery Dennison, he
worked in Bangladesh Edible Oil Limited, Standard Chartered Bank, Novartis
Bangladesh Limited, Novartis Asia Pacific Regional Office in Singapore and ELIAS AHMED
in Beximco Pharmaceuticals Limited in various roles. Chief Financial Officer
He is a fellow (FCMA) of the Institute of Cost & Management Accountants,
Bangladesh, completed his MBA from University of Dhaka and also obtained
Masters of Commerce (M.Com.) from Department of Finance from the
University of Dhaka.

Elias is an active member of Trade, Tariff, Taxation & Company Affairs Sub-
Committee of FICCI. He is a Donor member of Uttara Club Limited, Dhaka
and a permanent Member of Dhaka Boat Club.

Back to Table of Contents Marico Bangladesh Limited 47


At The Helm of Affairs

Christabel joined Marico Bangladesh in May 2016 as Head of Legal and


was subsequently appointed as the Company Secretary. She also leads the
corporate affairs and regulatory affairs agenda of the business including
corporate social responsibility, public relations and ethics & compliance.
Christabel is a qualified Advocate, with experience of practice before the
District Courts and High Court Division of the Supreme Court of Bangladesh.

A professional for the last 13+ years, Christabel has a rich base of legal
experience spanning litigation, advisory, alternative dispute resolution, critical
due diligence projects, compliance management and policy advocacy.

Her recent assignment, before joining Marico was with British American
Tobacco Bangladesh (BATB). She has also worked with World Health
CHRISTABEL RANDOLPH Organization as their Legal Consultant and as Country Legal Consultant for
International Development law Organization (IDLO) and BRAC. Prior to her
Director-Legal & Corporate
assignment with BATB, Christabel was an Associate at Dr. Kamal Hossain &
Affairs and Company Secretary
Associates. She is also on the Executive Committee of the School of Hope
and Vice-President, Committee of Intellectual Property Enforcement (CIPE).
Christabel is also an active member of the FMCG Sub-Committee of the
Foreign Investors Chamber of Commerce & Industries (FICCI), Commercial
Legislation Sub-Committee of Metropolitan Chamber of Commerce &
Industries (MCCI) and Legislative Committee of Bangladesh Employers
Federation (BEF). Christabel completed her bachelors and masters in law
from the University of Dhaka and subsequently pursued her advanced
masters in Law and Economics as an Erasmus Mundus Scholar under the
European Commission.

She has keen interests in reading, music and loves food and travelling.

48 Annual Report 2021 Back to Table of Contents


AWARDS AND ACCOLADES
Corporate Governance Excellence Awards

Marico Bangladesh received 2 awards for corporate received the Bronze Award in the manufacturing category
governance excellence from the Institute of Chartered at the 7th National ICSB Awards and the Silver Award in
Secretaries Bangladesh (ICSB) and Institute of Cost the manufacturing category at the ICMAB Best Corporate
Management Accountants Bangladesh (ICMAB). Marico Award 2019.

Top CSR contributor 2020 Most Loved Hair Oil Brand

Social Responsibility (SR) Asia awarded Marico Parachute Advansed continues its winning streak as
Bangladesh as top CSR (corporate social responsibility) the Most Loved Hair Oil Brand in Bangladesh, as per
contributor in the FMCG sector. Marico was given this Best Brand Award Bangladesh 2020, organised by the
award following a 2019-2020 CSR Survey published Bangladesh Brand Forum, in partnership with Nielsen.
by SR Asia in which CSR practices, commitments and It is the No 1 Best Loved Brand in the Hair Oil category
strategy across industries were studied. and the 8th Best Loved Brand across all Categories in
Bangladesh.

Back to Table of Contents Marico Bangladesh Limited 49


At The Helm of Affairs

3rd Most Chosen Brand In Bangladesh

Parachute was the 3rd Most Chosen Brand in Bangladesh across categories in FMCG, as per Kantar's Brand Footprint
2020 study.

Supply chain excellence awards


Marico won 3 awards at the Bangladesh Supply Chain Excellence Awards 2020 (BSCEA) hosted by IDPC Finance and
Bangladesh Supply Chain Management Society. Marico won the awards in three categories of Supply Chain Finance
Management, Supply Chain Planning process and Customer Service, Warehousing & Distribution

50 Annual Report 2021 Back to Table of Contents


Back to Table of Contents Marico Bangladesh Limited 51
Leadership Messages

CHAIRMAN’S LETTER

We live by the mantra


‘people first, business
next, profit last’. If
you focus on people,
results will follow. We
encourage a culture
of empowerment and
trust where we can
embrace ambiguity
and grow together
delivering long-term
value for all our
stakeholders.

- Saugata Gupta

Saugata Gupta
Chairman

52 Annual Report 2021 Back to Table of Contents


Dear Valued Shareholders,

I am pleased to write to you as always and I would like products while competitively growing your Company’s
to express our gratitude to all our valued shareholders core businesses was crucial in enabling us to deliver
for your continued confidence in Marico to deliver growth at a consolidated level. We had 10 new product
exceptional business performance year-on-year and launches including an international hygiene range
maximize shareholder value. The financial year 2020- under Mediker SafeLife and our portfolio now stands
21 (FY’21) was a very difficult one for all of us. Yet your at 29 brands in 10 categories serving the consumers of
company withstood the adversity of a global pandemic Bangladesh.
and delivered double-digit revenue, profit and volume
growth. It is on this note, on behalf of the Board, I take Your company continues to operate through the
pleasure in welcoming you all to the 21st Annual General heritage brands Parachute, Parachute Advansed, Nihar
Meeting of your company and present to you the Annual and Saffola. We have been successful in all our major
Report for FY’21. launches of FY’21 addressing changing consumer
sentiments and trade expectations. Our flagship brand,
The ongoing COVID-19 pandemic besieged most of Parachute continued to grow volume and our Value-
FY’21, and on behalf of the Board, I take this opportunity Added Hair Oils (VAHO) portfolio has seen double-digit
to send our thoughts and prayers to all stakeholders growth in the last year derived from multiple need-
affected by this crisis, including the families, friends and spaces & sharp propositions.
relatives of the valued members of your Company. We
have not suffered a global health crisis of this magnitude “Parachute Advansed” was recognized as the Most Loved
in generations and express our heartfelt gratitude to all Hair Oil Brand in the country. Earlier it was awarded as
those front-line workers – including in our own business – one of the most Consistent Brands of the Decade and
who have worked tirelessly to help keep others safe and also recognized as a SUPERBRAND by Bangladesh
provide essential goods and services to all. I am hopeful Brand Forum. In FY’21, the Kantar Brand Footprint Report
that soon this crisis will be behind us, but until then, we recognized “Parachute” among the Top 5 most chosen
must all care for each other by following health protocols brands in Bangladesh. These recognitions are testament
and COVID discipline including getting vaccinated at the to the enduring loyalty and confidence of consumers in
earliest available opportunity. the quality of our products and the stature of our brands.

Marico stands united and committed to making a We have committed to invest BDT 2.27 billion for
difference in the lives of all our stakeholders and the entire the construction of our 3rd manufacturing unit in
community at large. It is the tremendous grit and fighting Bangabandhu Shilpanagar within the Mirasarai SEZ.
spirit of our people that has allowed your company to This is an investment for future growth as we aspire
deliver meaningful growth on a year-on year basis. At to be proud ambassadors of 'Made In Bangladesh'
Marico, our People always come first and focusing on delivering greater variety and world-class products to
the well-being of all our members in our ecosystem the consumers of Bangladesh and increase our exports.
ensured that our people were safe with no loss of lives
Our strength lies in our people and in our brands. Talent
or livelihoods. Despite the widespread disruption during
and Culture are among the five key transformational
the year under review, your Company demonstrated
areas that make Marico a future-ready organisation.
impressive resilience and agility to deliver both topline
We have a clear diversity and inclusion agenda and
and bottom-line growth. This has only reinforced our faith
leadership commitment towards developing local talent.
in the lasting strength of the strategic building blocks of
We partnered with the Daily Star to craft the Chief
your Company, namely brands, people, and culture.
Executive (CEO) show featuring a series of leadership
Your Company delivered another strong year, with an lessons from CEOs across sectors. We are proud that
15.4% revenue growth, 17.7% profit growth along with a 98% of our workforce is local talent and we have an 81%
12.7% volume growth and closed with a profit after tax millennial population within it. The strength of female
of BDT311 Crore which is a 17.5% growth over last year. workforce in our factories is almost 17%.
In FY’21 we declared the second highest dividend of
With an almost exclusively virtual existence during this
900% since listing and contributed BDT 408 crores to the
pandemic year, focusing on mental health and wellbeing
national exchequer.
of our members was equally crucial in nurturing our
As we face a dynamic, ambiguous and volatile operating talent. We rolled out structured and frequent engagement
environment, tapping into emerging trends and launching initiatives and recognition platforms to enable our

Back to Table of Contents Marico Bangladesh Limited 53


Leadership Messages

members to continue to unleash their potential. We emerging, multiple waves of infection and lockdowns
believe at Marico Bangladesh we have world-class talent as well as vaccination challenges. We are aware that
capable of delivering super-normal results and thriving business rules in the post-covid world are on track to
in a fast-track career. This unique culture at Marico has change, and we are reviewing our strategies closely to
earned us the recognition as one of the Top 10 Employers play in the new normal. Your Company will continue to
Of Choice in the country according to Nielsen’s campus focus on nurturing and building responsible, authentic
survey. and trusted brands for our consumers and making them
more accessible through agile and resilient execution.
As a responsible corporate citizen and a firm believer We will maintain a collaborative approach with all
in conscious capitalism, Marico has long focused on our partners in the value chain and stay true to our
adopting environmentally and ethically sustainable commitment to the community to create sustainable
operations that create value for all stakeholders. In value for all.
our ambition of ‘road to zero’ meaning zero impact on
environment, we were able to reduce power consumption In conclusion, I would like to extend my sincere gratitude
by 7.5% and increasing our energy efficiency at Mouchak to our esteemed shareholders, regulators, industry peers,
and Shirirchala factory to 80% and 98% respectively. CSR partners and the consumers of Bangladesh for their
sustained trust in Marico. We live by the mantra ‘people
Contributing to the national efforts against Covid was first, business next, profit last’. If you focus on people,
crucial to our purpose of making a difference and results will follow. The year under review is testament to
we contributed to the Prime Ministers’ Welfare Fund, this belief. We encourage a culture of empowerment and
provided food support to communities surrounding our trust where we can embrace ambiguity and grow together
factories in Gazipur, contributed to relief efforts of trade delivering long-term value for all our stakeholders. While
associations and aided media personnel at the peak the future holds many new challenges, with your support,
of the pandemic. We continued our impactful social I am confident of delivering strong business performance
responsibility program with SWAPNO and together with as we grow from strength to strength.
our covid relief initiatives invested BDT 320 million under
our corporate social responsibility commitments. As you With warm regards,
know, your company commits 1% of its profits towards
CSR programs.

The outlook for Bangladesh by global institutions is


encouraging with projections of a resilient recovery.
Saugata Gupta
However, the operating environment is fragile for the
Chairman
foreseeable future with newer variants of the virus

54 Annual Report 2021 Back to Table of Contents


FROM THE DESK OF THE
MANAGING DIRECTOR

In the last year, our people


were the heart and centre of
all our endeavours. It was a
year of growing together in
the face of adversity, in our
portfolio, profits and purpose.
We aspire to continue
unleashing our potential and
deliver meaningful growth for
all our stakeholders. I would
like to thank all our members
for their commitment,
ownership and drive in our
unifying ethos of One Marico
to deliver benchmark growth
in a pandemic year.

Ashish Goupal
Managing Director

Back to Table of Contents Marico Bangladesh Limited 55


Leadership Messages

Dear Shareholders,

I write to you at a time when we are still going through Our results are driven by our consistent efforts behind
waves of the coronavirus pandemic as new variants creating world-class quality products for Bangladeshi
keep emerging. I sincerely hope that all of you and your consumers, building our brands and our strong
families are safe and well. The last year has been difficult distribution network. While adapting to new ways of
for all of us with loss of lives and livelihoods not just in working and a digital existence we made every effort
Bangladesh but globally. Despite the new challenges to retain this consistency. We launched our health &
arising out of the pandemic we have come together as hygiene portfolio comprising hand-sanitizer, hand-wash,
One Marico and grown profits, products, and purpose- and veggie wash with our international brand Mediker
led initiatives. Today we can proudly say we are one of SafeLife to address personal hygiene and food safety
the fastest growing FMCG companies in Bangladesh. concerns of consumers. We launched Saffola Honey to
address the consumer need of immunity building aids.
In FY’21, amidst the pandemic, we had 10 new product To further strengthen our footprint in the personal care
launches, we grew our revenue by 15.4% and profits by category, we launched our Parachute Naturale range of
17.5%. The household penetration of our brands stands shampoos. We expanded our international baby care
at 87%. Marico experienced a 6.7% volume growth in the range with the launch of baby toothpaste, baby face
core coconut oil (CNO) category while the value-added cream and baby rash cream. The growth in these non-
hair oils (VAHO) category grew by 16.8% at a full year hair oil categories contributed to our overall profitability
level. and strengthened the value mix in our business.

Our people have been the true driving force of the We continued our sales transformation journey and
business during this challenging time, and they worked capability development initiatives to enable distribution
tirelessly to find innovative and agile ways of ensuring expansion, range selling and omni-channel presence.
business continuity. While no one could have predicted We leveraged partnerships with banks and financial
the scale and speed at which the pandemic would impact institutions to support our distributors and suppliers with
us, we had business contingency measures in place well financing programs during the pandemic. For smooth
in advance. We were very clear that ‘people come first’. revenue collection we used specialized services from
There is no way we could have addressed this pandemic banks like, agent banking, and mobile banking. During
and continued business without putting people at the this time in urban areas e-commerce continued to drive
heart and centre of all our covid management efforts. growth. The challenges on account of supply chain
We took care of the safety of the entire supply chain. disruptions were managed smoothly and expeditiously
with the support of the government, particularly, the
Your Company was one of the first companies to
Bangladesh Investment Development Authority (BIDA),
implement complete work from home measures
the Ministry of Commerce and the Department of
including for those members working in our sales team.
Factories & Establishments (DIFE). Our superlative
We paid all salaries in advance and there were no job
supply chain management during the pandemic earned
or salary cuts. It was important for our members and
us 3 awards at the Bangladesh Supply Chain Excellence
everyone across our value chain to know that Marico
Awards 2020.
will take care of them, and their livelihoods are secure.
We paid unconditional humanitarian allowances to our We continued to attract and retain diverse talent and
factory and distribution workforce. We ensured covid implemented newer processes to encourage diversity
screening and testing, insurance coverage for covid and and inclusion in our workforce. We continued to invest in
related hospitalization for all employees. creating fit-for-future structures in marketing, sales and
supply chain. Leveraging online methods, we delivered a
With regards to business contingency management,
series of learning & development programs customized
we re-modelled our distribution and sales network. We
to member requirements. We also launched a full suite
strictly implemented all health protocols mandated
of empowered learning allowing members to pursue
by the government and World Health Organization
online courses of their choice with the support of the
at our factories, depots, warehouses, and distribution
company. We invested a lot of time and energy behind
operations across locations to minimize risks of
development and engagement of our members. We
infections. We remained focused on adapting to evolving
ran two internal initiatives #ThankingOurHeroes and
consumer needs in the areas of health, immunity, and
#Changemakers to recognize innovative and impactful
hygiene, while focusing on agility, excellence in execution,
initiatives of members. Having a motivated workforce
aggressive cost management and financial discipline.
and engaging work-culture, more so when we are all

56 Annual Report 2021 Back to Table of Contents


working virtually, made all the difference to our business from this pandemic. We aim to grow together with the
performance. country, partnering in the sustainable development
and continue being proud ambassadors of ‘Made
Our values are at the core of our actions and drive in Bangladesh’ with our exports to Nepal, India, and
our performance. One of our fundamental values is Vietnam.
transparency and openness which is at the heart of
corporate governance. As part of our good corporate In the last year, our people were the heart and centre
governance practices, we led and arranged multiple of all our endeavours. It was a year of growing
dialogues with stakeholders for tackling supply chain together in the face of adversity, in our portfolio, profits
restorations post-covid, advocacy on better regulations and purpose. We aspire to continue unleashing our
and standards of compliance. Internally we ran a robust potential and deliver meaningful growth for all our
program of awareness and sensitization on our Code stakeholders. I would like to thank all our members for
of Conduct as well as other responsible standards their commitment, ownership and drive in our unifying
of behavior on social media and digital spaces. We ethos of One Marico to deliver benchmark growth in a
were awarded for corporate governance excellence pandemic year. I also express my sincere thanks to all
by the Institute of Chartered Secretaries Bangladesh our valued shareholders for their continuing confidence
and the Institute of Cost & Management Accountants in the Company and management to deliver long-term
Bangladesh. value. The guidance from our Board of Directors have
been invaluable in shaping our success and continued
Our commitment to social responsibility and the
growth. Last but not least, we are grateful to the millions
development of Bangladesh through SDG-forward CSR
of consumers in Bangladesh who have placed their trust
initiatives remains a core focus of our endeavors. We
in us earning us the recognition of Most Loved and Most
continued our SWAPNO program and undertook various
Trusted brand through the years. Without their continued
community initiatives to support the government efforts
loyalty to our products and offerings our growth story
in the fight against covid. We contributed BDT 5 million to
would not be possible.
the Prime Ministers’ Welfare Fund. We also committed to
contribute all profits of the first six months of sales from ‘Normal’ is going to be re-defined in the future, post-
our Mediker Safelife hand-sanitizer and hand-washes covid world. The ‘new normal’ will present its own set
to the Prime Ministers Welfare Fund. We provided food
of challenges and opportunities. I firmly believe if we
support for 5000 out-of-work families in Gazipur during
approach each new step forward with a passion for
the peak of the pandemic in 2020. In financial year 2020-
winning in the marketplace, a commitment to quality
21 Marico invested BDT 320 million in CSR programs.
and building new capabilities, and a mindset that prizes
Marico was recognized as the Top CSR Contributor in the
innovation I am confident we will succeed.
FMCG Sector in 2020 by Social Responsibility (SR) Asia.
Best Regards,
We announced an investment of BDT 2.27 billion in
the Bangabandhu Shilpanagar in the Mirasarai special
economic zone (SEZ) to set up our 3rd manufacturing
unit to cater to our growth aspirations. We believe Ashish Goupal
Bangladesh is poised for growth and a resilient recovery Managing Director

Back to Table of Contents Marico Bangladesh Limited 57


Value Creation

58 Annual Report 2021 Back to Table of Contents


VALUE CREATION
At Marico we approach value creation from three principal lenses: our
impact, our spectrum of engagement with stakeholders and managing
key material matters.

Our Impact

As a multi-stakeholder organisation fostering sustainable value, we uniquely impact all our stakeholder groups.

MEMBERS NETWORK CONSUMERS COMMUNITY

Total employees Total Households CSR investments


(direct) distributors served (direct)

311 207 87% 3.2 cr


Women in the Outlet network Engagement Total Income
workforce reach Reach Increase of SWAPNO
Beneficiaries
9% 300k 84%
Training Manufacturing Brand Handles
99.2%
provided Units Youth Leadership
29 Development
11,223 4 CEO Show with
Hours The Daily Star

All figures are for the year 2020-21

Back to Table of Contents Marico Bangladesh Limited 59


Value Creation

Engaging with our stakeholders

We are deepening our engagement across all our Each stakeholder plays a vital and unique role in our
stakeholder groups for ensuring sustainable value value creation journey. These relationships are integral
creation for everyone. Our stakeholders are defined by to our business, and we strive to strengthen them via
their respective roles, levels of participation, contribution regular outreach and engagement initiatives. We create
to our value chain as well as their ability to influence value in different ways for our various stakeholders and
and impact our business. They are our consumers, they, in turn, deliver value to us. Engagement with each
shareholders, employees, business partners, regulators group takes different forms and frequencies, detailed
and the Government, and communities. below.

CONSUMERS

Why we engage Our value Engagement Key risks Opportunities Actions on ground
propositions platforms

Our consumers • Large multi- • Consumer • Changing • Expand into Launch of Saffola
drive demand for category surveys consumer new unexplored Honey and Mediker
our products and portfolio of • Direct feedback lifestyles, categories to SafeLife hygiene
provide insights that trusted brands through preferences and diversify the range of products
help us determine comprising 152 consumer behaviours business in response to
future trends. Most SKUs carelines • Loss of • Develop new immunity-building
essentially, they • Wide product consumers innovative and hygiene needs,
keep us in business. reach with products/brand respectively, against
everyday shelf extensions Covid-19, during the
availability based on year

• Strong value consumer Mediker SafeLife


propositions feedback Hand-Sanitizer was
anchored on launched with a
product best- “No Profit” pledge
in-class quality to ensure the most
and affordability affordable and
accessible solution
for consumers

60 Annual Report 2021 Back to Table of Contents


SHAREHOLDERS

Why we engage Our value Engagement Key risks Opportunities Actions on ground
propositions platforms

Shareholders Attractive returns • Annual general • Loss of investor Strengthen • Activated business
provide financial and growth on meeting confidence communication with contingency
strength with investments, • Corporate • Unaligned investors to improve plan due to
continued access to supported by website expectations transparency and Covid-19 for
capital transparent provide clarity on ensuring business
• Interactions
disclosures and the Company’s continuity
with our
good governance. performance, • Created value
corporate
strategies and through 900%
investor
forward outlook. cash dividend for
relations team
2020-21, including
interim cash
dividend of 700%

MEMBERS

Why we engage Our value Engagement Key risks Opportunities Actions on ground
propositions platforms

• Our members • Engaging • Member • Competition for • Young, talented • Provided


embody the workplace engagement talent and energetic complete
spirit and environment sessions • Changing workforce employment
aspirations of • Competitive • Health and expectations • Adoption of new security with
Marico and are remuneration, wellness of a millennial work models early salaries,
the backbone of career programs workforce that lead to bonuses, profit
productivity and progression and • Townhalls and improved participation,
innovation. healthy work- well- being and timely increments
other virtual
• By nurturing a life balance performance and promotions
meetings
diverse group • Equal • Lean, merit- • Placed top priority
of talent, we opportunities, based and on health, safety
are building the safe working performance- and wellbeing
knowledge and environment, driven work • Provided
skills needed and learning culture unconditional
to maintain our and humanitarian
market leading development allowances due
position. opportunities to Covid-19 to
indirect workforce

Back to Table of Contents Marico Bangladesh Limited 61


Value Creation

BUSINESS PARTNERS

Why we engage Our value Engagement Key risks Opportunities Actions on ground
propositions platforms

We depend upon • Clear terms • Direct • Unforeseen • Upskill for • Guidance on


our business of trade interactions with business business Covid-safe
partners, including through written our teams disruptions enhancement operating
our logistics and contracts procedures
• Ongoing • Loss of key • Gain sharing
freight solution • Automation
• Transparency training and supply chain through
providers and of freight
and timely awareness- partners opportunities in
our distribution management
payments building efficiency
partners as critical solutions
sessions
stakeholders to • Assurance • Foster local • Timely disbursal
reach our products of business employment of payments
to end consumers. continuity that also has a • Supply chain
positive impact and buyer
• Adherence
on the grassroot finance solutions
to Code of
livelihoods • Mobile financial
Business Ethics
payments

COMMUNITY

Why we engage Our value Engagement Key risks Opportunities Actions on ground
propositions platforms

Our citizenship and • Livelihood and • Community • Probable Drive community- • Commitment of
CSR programs help community engagement negative based initiatives 1% of profits for
meet community sustenance and impacts leading to nurture the CSR programs
needs, support the development to erosion of development
• Flagship project • Additional
attainment of the programs reputation of backward,
under SWAPNO contribution of
SDGs and serve our vulnerable and
in partnership BDT 5mln to
aspiration of being underprivileged
with UNDP and Prime Minister’s
partners in progress communities.
the government Relief Fund
of Bangladesh
• Various Covid • Food relief to
relief programs 5000 out-of-
work families in
Gazipur

62 Annual Report 2021 Back to Table of Contents


REGULATORS/GOVERNMENT

Why we engage Our value Engagement Key risks Opportunities Actions on ground
propositions platforms

The Government • Ethical business • Engagement • Changing • Embrace new • Ushered in national
and regulatory conduct sessions regulations regulations technical standards for
bodies provide individually to ensure full Hand-Sanitizers through
• Revenue • Lack of clarity Bangladesh Standards
guidance on and through compliance
contributions in regulatory & Testing Institution
compliance of trade bodies
procedures • Harness
regulatory matters, • Innovative • Collaborated in FMCG
• Site visits leading opportunities
govern ease of partnerships private sector taskforce
to non- arising from under the aegis of
doing business.
compliance priorities in Bangladesh Investment
and the national Development Authority
reputational agenda (BIDA) for expediting
damage supply chain restoration
post-covid
• Aided enforcement
against counterfeit
and spurious products
threatening consumer
safety and brand equity
• Worked with Ministry
of Commerce for
specific direcitves
to enable supply of
essential commodities
during covid-19 induced
country-wide lockdowns
• Exchequer contributions
rose by 24.54% during
the year

Managing Key Material Matters

Material matters are those that substantively affect our ability to create
value over time.
Stakeholders provide Marico with critical resources We review our material matters during our annual
that enable the Company to generate competitive planning cycle, our strategic reviews and monthly
sustainable value over the short, medium and long term. work-plans. The management team makes an initial
Engaging with our stakeholders allows us to understand assessment – drawing on their experience, judgement,
their viewpoints and expectations. The feedback thus and their own engagement with stakeholders – and
generated helps us to develop effective strategies agree which matters may be material and the response
for sustainable long-term value creation through the measures to address the materiality.
refinement of our products and services and our go-to-
market strategies.

Back to Table of Contents Marico Bangladesh Limited 63


Value Creation

IDENTIFICATION OF KEY MATERIAL MATTERS

The issues identified through stakeholder engagement are analysed, prioritised and categorised based on their ability to
affect Marico’s ability to create long-term value, summarized as follows:

Material Matter Related material stakeholder issues Opportunities for Marico

Continue earning the • Offer products with deep value propositions • Venture into strategic product extensions, for
trust and loyalty of our meeting intrinsic end-user needs example in untapped categories like baby care
customers
• Protect purchasing power of our customers • Ensure a Covid-relevant portfolio, with the
through ensuring pricing discipline disease expected to be around for some time
• Ensure on-shelf availability of our products
across the nation

Relationship with suppliers • Maintaining mutually-beneficial relationships • Sharing best practices in business
and business partners with our suppliers and business partners
• Prioritising purchases and engagement
• Ensuring robust and transparent amongst local suppliers
procurement practices

ESG (environmental, • Strong emphasis on our environmental, • Embrace integrated thinking in matters alluding
social, governance) social and governance (ESG) practices to our ESG principles
considerations to drive sustainability in our business
• Further identify global best practices in ESG
operations
and incorporate across our operations

Employee engagement • Employee training and skills development, • Leverage the multi-disciplinary skills of our
and retention while fostering a culture of learning and talent
empowerment
• Capitalise on the insights and experiences of
• Occupational health and safety our Board and leadership team for strategic
stewardship, especially during challenging
• Focus on providing a challenging and
times
inspiring workplace environment to a
millennial workforce • Provide meaningful member experiences
centering on leadership development as well as
physical and mental wellness

Responsible corporate • Partner in sustainable development of the • Understanding and implementing best
behaviour and conduct country practices from other Marico group companies
and global best practices
• Enhance corporate equity and reputation
through excellence in standards of • Adhere to a values-based governance culture
governance and compliance and strict adherence to our Code of Conduct
• Automation and use of technology for
compliance monitoring and in-house legal
solutions

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Back to Table of Contents Marico Bangladesh Limited 65
Our Capitals

OUR BUSINESS MODEL


At Marico, we intend to maximize value for all our stakeholders by driving sustainable growth and making a difference
in the lives of all our stakeholders. Our value creation model diagram expresses the impact of each of our capitals on
our organisation as well as on the key Sustainable Development Goals (SDGs) as we commit to grow together with
Bangladesh in a sustainable manner.

PROCURE PRODUCE DISTRIBUTE


Locally & Globally  99% Locally Manufactured Strong Distribution footprint across
 Best-in-class quality
300,000+
retail universe

CONSUMERS PROFITS SUSTAINABILITY


 Continuous research  Dividends to Shareholders.  Optimizing energy & water
to serve the evolving consumption. Ensuring a
preferences of Bangladeshi  Profit Participation with GREEN and SAFE Workplace
consumers. employees
 Investing ~ 1% of profit in
 Delighting consumers by  Revenue to govt. CSR: SWAPNO- economic
with best in-quality brands empowerment of ultra-poor
 Retention for Reinvestment
women

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Best employment experience
Diverse range of skills development
and training programs
The talent, passion,
HUMAN CAPITAL commitment and skills Challenging and inspiring workplace
of our employees. environment

Robust efficiency focus

Our manufacturing Ensure most optimal asset utilisation


MANUFACTURED
CAPITAL and production assets Lead through process/technological
across our two plants. innovation

Strong commercial performance

Debt and equity Improve profit margins through


financing and cash focus on premiumisation
FINANCIAL CAPITAL
flow from operations. Ensure stable leverage at all times

Growth through market penetration


Strategic portfolio positioning rooted
in customer health, wellness and
wellbeing
Our portfolio of brands,
INTELLECTUAL experience, market Strategic brand extensions to meet
CAPITAL strategies, technologies, the stated and unstated needs of
etc. customers

Citizenship programs
Explore ways to enhance our social
Commitment of 1% net impact
SOCIAL AND
RELATIONSHIP CAPITAL profit investment in Show solidarity with our communities
social programs. and broader society at all times

Focus on technology excellence


Enhance efficiency in the use of
natural resources through relentless
Our use of energy, land efforts

NATURAL CAPITAL paper, water and other Continual pursuit of doing more with
resources. less

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Our Capitals

OUR FINANCIAL CAPITAL


Overview

The consistent flow of income generated by our operations is key to Marico’s long-term sustainability. While a large
portion of our earnings are channelled back into new developments, they are also used to create value for our
stakeholders. This includes delivering dividends to shareholders, providing income to employees, and investing in the
development of communities. Additionally, we also use our financial capital to drive innovation by investing in research
and development, capacity-building, etc.

Financial Review, FY21

BDT in Crore FY 21 FY 20 Growth %

Revenue 1,131 980 15.4%

Cost of sales (464) (413) 12.2%

Gross profit 667 566 17.7%

General and administrative exp (109) (96) 13.8%

Mkt, selling and distribution exp (136) (115) 18.3%

Operating profit 428 357 20.1%

Net finance income 13 19 -32.5%

Profit before con. to WPPF 442 376 17.4%

Contribution to WPPF (22) (19) 17.4%

Profit before tax 419 357 17.4%

Income tax expenses (109) (93) 17.3%

Profit for the year 311 265 17.5%

Earnings per share (EPS) 98.69 84.01 17.5%

68 Annual Report 2021 Back to Table of Contents


Message from our CFO

It was a year where our


brand strength came to the
fore as consumers started
to shift to trusted branded
products. We also launched
a couple of COVID-
relevant products that had
respectable contribution to
sales.

M
arico has enjoyed a position of strength sorts of support, including advanced salary payments,
for years in its home base of Bangladesh, allowances, etc., while also investing in health, safety and
making products that have become hygiene across our operations. It was also a year where
household brands. With this foundation, our brand strength came to the fore as consumers
our Company has enjoyed continued started to shift to trusted branded products. We also
growth in sales and profitability based on our inherent launched a couple of COVID-relevant products that had
strengths, such as the depth of our management respectable contribution to sales.
expertise and knowledge, our unrivalled brand strength,
Meeting of our performance targets for the year
and an enviable distribution system.
expanded our dividend distribution capacity and, with the
Though the financial year 2020-21 was one of interim dividend of 700% cash, our Board has announced
unprecedented tumult on account of the COVID-19 a final cash dividend of 200%, taking the total dividend to
pandemic, we focused on adopting a business-as-usual 900% for 2020-21.
stance against a highly challenging external macro
We thank you for your investment in Marico.
environment. Our key financial objective for the year
was to ensure liquidity sustainment to not only ensure Elias Ahmed
smooth day-to-day operations, but also to ensure all Chief Financial Officer

Back to Table of Contents Marico Bangladesh Limited 69


Our Capitals

Value-added statement
Two year's Value-Added Statement

  2021 2020
  Taka % Taka %
Value added        
Turnover (net) 11,306,519,256   9,795,911,357  
Less: Bought in Materials & Services (5,098,671,390)   (4,978,814,635)  
  6,207,847,866   4,817,096,722  
         
Indirect tax with turnover 1,739,203,102   1,739,203,102  
Other Income/(expense) 62,604,620   7,693,167  
Net finance income 130,485,458   193,245,424  
Available for distribution 8,140,141,046 100.00% 6,757,238,416 100.00%
         
Distributions        
Employees 862,095,189 10.59% 782,038,562 11.57%
Government 4,078,501,985 50.10% 3,274,951,830 48.47%
Shareholders 2,835,000,000 34.83% 2,520,000,000 37.29%
         
Value reinvested and retained        
Depreciation and amortization 115,651,708 1.42% 94,703,546 1.40%
Reserves & surplus 248,892,164 3.06% 85,544,478 1.27%
  8,140,141,046 100.00% 6,757,238,416 100.00%

EVA statement
2021 2020
Net operating profit after tax 3,198,953,444 2,640,997,430
Total capital employed 1,791,091,976 1,641,270,208
WACC % 10.35% 11.65%
WACC 185,378,020 191,207,979
EVA=NOPAT-WACC 3,013,575,424 2,449,789,450

EVA Growth 23.01% 29.01%

70 Annual Report 2021 Back to Table of Contents


OUR MANUFACTURED CAPITAL
Overview

Marico’s physical production and storage assets comprise its 2 factories, 2 outsourced manufacturing units and 5 depots
and 3 warehouses, respectively. Further, adopting an asset-light strategy, we also have relationship with three contract
manufacturers. As a pioneering FMCG multinational, our unique position comprises our ability to assure consumer value
anchored on quality and affordability across our range of brands. Through our manufactured capital, we also play our
role in caring for the environment by manufacturing responsibly using sustainable materials and new technologies,
which enables us to deliver high-quality products in an efficient, timely and ethical manner.

Our Manufacturing Highlights


Act Now!
Our journey of our Operation Excellence in FY21 (ProSolve-3) projects were completed that resulted in
proceeded unabated despite the pandemic year. Factory increased plant efficiency and reduced losses. These
team undertook systematic problem-solving approach problem-solving projects have delivered a savings
to improve process excellence, reduce losses, increase
of BDT 10 mln. In continuous improvement journey
plant efficiency, implement automation, and eliminate
the non-value adding activities in the process to take through Act Now!, our manufacturing team has delivered
the manufacturing into the next level. Total 18 numbers,s 172 number of kaizens that solves problems of daily
Level 2 (ProSolve-2) projects and 4 numbers Level 3 operations activities.

The trademark event of Act Now! “ProSolve Competition 3.0” where project leaders present individual problem-solving projects and winners are
recognized with awards and certificates.

Production Efficiencies

FY21 was a challenging year for factory operations. During different carbon grades, higher MB carbon was introduced
pandemic, manpower dependent operations by maintaining to the process. Earlier, the carbon used was of 80 MB grade
social distancing was implemented to decrease the risk of which we upgraded to 150 MB. This not only caused increase
contamination while ensuring production efficiency in the of plant OPE but also created a potential yearly savings
given circumstances. To meet this challenge, factory teams opportunity of BDT 125 mln. As always, process excellence
approached it as a year for automation. A good number remains one of the core strengths of the manufacturing
of projects were taken that embraces automated process
team. For crushing unit, material and machinery changeover
resulting in minimum manpower presence at site who could
loss was reduced by 36% resulting in cost-savings of BDT 3.6
maintain effective social distancing. These initiatives not only
mln. In the refinery unit, the focus was on sustainability by
resulted in COVID contamination risk reduction, but also
reducing fuel consumption. Factory teams took an advance
delivered outstanding cost savings by the year end.
problem solving level 3 project (PS-3) and used waste heat
With high variation of CCNO quality in the market, maintaining in order to reduce the fuel consumption. This resulted in
refinery OPE was a big challenge. After extensive analysis of immediate impact and reduced the SFC by 20%.

Back to Table of Contents Marico Bangladesh Limited 71


Our Capitals

Capacity Creation

Marico manufacturing achieved another crucial milestone in capacity creation by erection of HDPE bottle in-house
blowing operation at Shirirchala. The company invested BDT 7.04 Cr for this capacity creation to protect against supply
and quality risks of our flagship brand Parachute Coconut Oil.

COMMITTED TO HEALTHY BUILT


COMPLY ENVIRONMENT

RESPONSIBLE CONSERVATION OF
FACILITIES ENERGY, WATER AND
OPERATIONS OTHER RESOURCES

ELIMINATE
POLLUTION HAZARDOUS
PREVENTION WASTE AND TOXIC
MATERIALS

GREEN PARTICIPATION AND


TECHNOLOGY CONSULTATION

72 Annual Report 2021 Back to Table of Contents


At Mouchak Factory, BDT 4.82 cr was invested to ensure state-of-the-art manufacturing facility for baby talcum powder
under our Just For Baby range. Given the pandemic the installation was handled exclusively by Factory team with
remote help from original machine manufacturer.

Covid Preparation for continuous factory operation.


Marico was able to run factory operations with zero-day loss of production by ensuring the safety and security of
factory workforce. We have shown zero tolerance in worker safety management.

Covid-19 preparation to run factory operation As part of Fight Against Covid, External Audit was done 8 times on Factory Emergency Preparedness on
Covid. Audit Score was 100% for both factories all 8 times.

Regulatory Partnership & Factory Visits

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Our Capitals

Deputy Secretary from Ministry of Industry Mr. Sarowar visited Mouchak Factory & Inspected the Factory Operations

Engagement Activities

Factory team organized several engagement activities to keep employee morale elevated and ensure meaningful
member connect. International Women’s Day 2021 was celebrated at the Factory with enthusiastic participation of our
female workforce.

Women Day Celebration 2021

Anti-Eve teasing &


Narcotics Session by
Industrial Police

Two-man day long


Routine surveillance
audit-01 based upon
standard of ISO
14001:2015 and ISO
45001:2018

74 Annual Report 2021 Back to Table of Contents


OUR HUMAN CAPITAL
Overview

Our human capital is represented by the skills, diversity, passion, enthusiasm, ideas, youthfulness and experience of
our employees. They are instrumental in driving our innovative strategies and long-term growth. We invest in the
development and well-being of our people, which contributes to their productivity and performance enhancement
that helps us achieve our goals and targets. As part of our growing focus on talent futurisation, our human resources
development strategy is anchored on equipping our people with a diverse set of skills that enables innovation and
creativity and will allow them to thrive today and also into the future.

Our People & Culture Highlights

Driven by purpose and our commitment to unleashing potential to make


a difference, in 2020 Marico Bangladesh was recognized as one of the top
Employers of Choice in the country

At Marico we firmly believe our strength lies in our


members and our brands. Our member first approach and
empowered culture is the core of our business success.

93%
This year amidst the unprecedented circumstances,
we came together stronger and more united than
ever before. The tremendous efforts of our members
enabled us to continue to work, being safe and agile.
We experimented and quickly scaled up new ways of Of our workforce are highly engaged and proud to
working through reshaping our business in a way that we be a part of Marico Bangladesh Limited
were ready for any uncertainty. Our sense of belonging (dipstick survey)
and pride in what we do reflected in the engagement
dipstick survey score average of 93%.

How We Engaged New Ways of Member Connect

Our behavior is guided by our culture code which We tied member connections across the company
enables us to nurture a corporate culture that is open, through diverse channels and different ways via
flexible, and inclusive. Over the last two years during quarterly virtual townhalls, monthly virtual team
our transformation journey, we grew almost double informal connect (cha er shathe adda session) and
in terms of the workforce strength. Our workforce through surveys, forums and new initiatives for special
has become more diverse and multigenerational. interest areas guided by our unleashing potential
The myriad changes in both external and internal behavior ‘Open & transparent communication’. A
environment over the last year made us rethink the synergy was maintained between leaders, team &
engagement strategy. We focused on our key thrust family connect throughout the year.
areas; member connect, member health & wellness,
and celebration & recognition.

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Our Capitals

Leadership Connect
Maintaining active communications Our leaders also completed respective skip level
across the company is a priority (one to one conversation) with the respective
for Marico Bangladesh Limited members instilling inspiration, confidence and
leadership team. During the ensuring diverse perspective. Feedback channels
pandemic, we quickly realized that are open and respected in the organization.
being transparent about our business
reality can yield desired business
performance, while generating trust
and confidence in the leadership. Inspire is a platform created to bring
Initially monthly and later quarterly outside in perspective and encourage
basis townhall was facilitated by our our members to go beyond. This year we
Managing Director, Ashish Goupal. By invited 10 CXOs from diverse industries to
design it is engaging and instigates share their incredible journey with us. Their
open house questions from members wisdom and extraordinary stories provoked
across country. many of us to rethink about our purpose
and actions.

Connecting Team with Cha er Shathe Adda every month. Abundance of laughter and fun comes
through unique, surprising team games in each Adda
When we say we miss ‘home’ or ‘office’ it’s always session.
those faces, our best teammates or favorite human
behind those words rather than the physical structure.
Pandemic made us learn technology to connect beyond
expectation from anywhere or any point in time but ‘real
connect’ always remained in question!

We strategically designed a virtual informal connect


for our members which enabled them to share, express
and engage in non-work-related activities. This also
plays a pivotal role in knowing new members of the
team, appreciating team challenges, celebrating special
occasions, and rewarding small victories that we achieve

Connecting Family with First Ever Virtual Family Week

We celebrated Marico for what it is today by virtually


connecting with our members and their family
members through exciting and engaging events of
Virtual Family Week. We brought famous spelling
bee and art competition for our junior Mariconians,
while adult family members were engaged in cooking
competition followed by a Saffola cooking show with
a renowned celebrity chef. Throughout the week, our
extended family members also got to participate in
various online games and quizzes. On the gala night,
we connected all the members to enjoy the live grand
show with their family.

76 Annual Report 2021 Back to Table of Contents


Member Health & Wellness
Bringing our best versions to work means being fit, out measures to protect the health of the employees
healthy and happy. Our culture promotes positive and help them through the difficult period created by the
physical and mental health of our members to be able Covid-19 pandemic.
to maximize their true potentials. In this battle with
Covid-19, we played a frontline role. Our members and
extended workforce, associates, and partners gave up
a lot to play their part in ensuring business continuity.
This year, keeping member’s health and safety at the
forefront, we have partnered with 4 of Bangladesh’s
best hospitals and experts for physical, mental & social
wellbeing. The services were extended in the capacity
of physical examination, online counselling, awareness,
and educative sessions to the respective units as per
the requirement.

We have been exemplary in management of the crisis


thanks to the pro-active planning that included full
employment and pay for all employees until the end of
June 2020. At the same time, the leadership team rolled

All our frontline members, including We partnered with 6 government Reported 100% compliance in
extended workforce were equipped authorized labs for home sample COVID related preparedness audit
and mandated to wear PPE when collection of our members. at both our factories.
working out of home.

Creating a Culture of Celebration & Recognition

Marico Bangladesh Limited was recognized as the Top Performing Unit in


the Marico Award 2020 hosted globally.

Member wellbeing and recognition are directly tied


together. During the crisis times, we realized that timely
recognition, gratitude and celebrating small wins can go
a long way. Members exhibiting the unleashing potential
behaviors across the organization were recognized on
monthly, quarterly, and yearly basis.

We hosted the second edition of the Marketing Awards


virtually this time, where 52 teams presented their
exemplary works in 11 categories. Those presentations
were evaluated by Rupali Chowdhury, Managing
Director – Berger Paints Bangladesh Limited and
Govind Pandey, CEO – TBWA India.

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Our Capitals

While we recognized the great works that our members unit recognition in this Compliance Award event.
have done to enable our great business performance,
we also took the opportunity to recognize the standards Our One Marico One Spirit internal communication
of governance and compliance that our members have campaign recognized and published all these stories
demonstrated by hosting the first ever MD’s Compliance of remarkable team collaboration which fueled our
Award event. There were 6 categories and 1 business success.

Reimagine Learning in New Normal


We are committed to the growth and development of
each of our members to unleash their true potentials.
Our thorough performance management processes
and learning programs bridge skill gaps and equip our
members to lead in their respective and future roles.

Business Acumen Session: Our virtual monthly basis


yearlong Brand & Sales Alap has a direct impact on
business. These two platforms are designed to minimize
the knowledge gap for Marketing & Sales team and
enhance the collaboration to drive business performance.

Toastmaster: We have partnered up with the members and their courses, screensavers made it quite
international platform, Toastmaster to create the first successful on its first year of launch. These extensive
corporate toastmasters club in Bangladesh – Marico learning programs chosen right, not only enables our
Bangladesh Toastmasters Club. This club has enhanced members to upskill and reskill for their roles at Marico but are
our members communication & leadership skills in a helping them prepare for the changing landscape of work.
unique and engaging way and is helping us to create
more confident leaders of tomorrow. We redesigned our learning activities to make sure
our members have the necessary skills to fulfil critical
Empowered learning: The initiative called “Marico needs of the business functions such as analytical skills,
Ninjas” provides members with a learning credit and consumer behavior, digital skills etc. We also prioritized
enabling them to choose internally acclaimed online helping member adjust into the new normal post
courses in alignment with their development areas. Covid-19; promoting remote working skills, supporting
Robust communication surrounding the initiative our leadership, and helping members deal with issues
including weekly trending courses, highlighting enrolled around mental wellbeing and building resilience.

Impact through unleashing potential 400 students joined from 18 universities nationwide.
Receiving a record-breaking 258 applications in a day
Our efforts to enable graduates to kick start their
was a testament to our talent brand.
careers and be the trailblazers of tomorrow continued
this year as well. We have taken multiple initiatives A signature initiative changemakers was run to collect
with the theme of unleashing the potential of the next future fit growth ideas from the members across Marico
generation young leaders. Bangladesh Limited which yielded 160 impactful ideas to
win the future.
Marico Masterclass: Our senior managers virtually
connected with the students from top 10 business As we continue in our transformation journey, we are
schools and contribute to the academic curriculum committed to exhibit the unleashing potential behaviors
by engaging students in the experiential learning. We and translate them into meaningful action. The culture
focused on technical skills which created a strong code emphasis to create excellence in whatever we
impact as these learning directly impacts students’ do, seek & ask for help without any bias, foster open
employability. and transparent communication, enable each other,
build shared success and above all make mistake but
Impact 90: The flagship Internship program of Marico
rise above from failure. Our leaders will continue to
was launched for the final year students including a
support and reinforce these behaviors to make Marico
first ever virtual roadshow with fun contests. More than
Bangladesh Limited the best place to work.

78 Annual Report 2021 Back to Table of Contents


OUR INTELLECTUAL CAPITAL
Overview

Marico has created a strong brand of innovative excellence. In this context, our intellectual capital is vital in solidifying
our market position and competitive advantages. Our team leverages the strength of our brand portfolio; operational
innovation; distinctive marketing, branding, sales strategies, and unique freight management solutions to deliver high
quality market-leading products that transform into everyday household essentials.

Brand and Marketing Highlights


The year under review saw a range of consumer-centric launches providing daily-use essential products under the
following brands and portfolios:

A. New Product Launches

Parachute Naturale Shampoo

Parachute Naturale Shampoo was launched in Bangladesh with 3 exciting


variants: Nourishing Care, Anti Hair-Fall and Damage Repair. All the
variants are formulated with no added paraben, dermatologically tested
and enriched with the benefits of natural ingredients such as Coconut Milk
Protein. The Nourishing Care variant is enriched with Aloe Vera, Damage
Repair variant is enriched with Hibiscus and Anti Hair-Fall variant
is enriched with Henna. The brand rolled out campaigns
highlighting the unique proposition in the signature route of
“Say Yes to Parachute Naturale Shampoo” in the launch year.

Hijab Fresh Anti-Hair Fall Shampoo: A new variant catered to women who wear Hijab was
launched in Quarter 4. This shampoo is enriched with the goodness of natural ingredients like
coconut milk protein and green tea which helps reduce hair fall. It has a unique perfume release
formula that releases a fresh fragrance for up to two days. 

Parachute Just for Baby Face Cream, Baby Rash Cream and
Baby Toothpaste

As part of our efforts to become a one-stop destination for baby care


products, Parachute Just for Baby was launched in February 2019. With
continued focus on the Baby category, the flagship baby care brand,
launched 3 new products: Baby Face Cream, Baby Rash Cream and
Baby Toothpaste, taking the number of products in the portfolio to
eight. The Baby Rash Cream is designed to help repair and protect the
baby’s skin from diaper rash, inflammation, itchiness, dryness, while the
Baby Face Cream moisturises the baby’s face, keeping it healthy, soft
and supple all day long. The Baby Toothpaste is specially formulated
for baby teeth with a fluoride-free formula, which is gentle on baby’s
teeth and gums.

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Our Capitals

Saffola Honey

At a time of heightened awareness about consuming nutrient rich, pure, immunity boosting food,
the role of honey along with other nutritious and immuno-rich super foods have become stronger.
As one of the most trusted International brands in the region, Saffola launched 100 percent pure
Saffola Honey. Building on the rich heritage of Saffola’s scientific expertise, every batch of Saffola
Honey is tested and certified using the latest NMR (Nuclear Magnetic Resonance) test in a German
laboratory, the gold standard test for the quality of honey, to ensure zero adulteration, no added
sugar and no compromise with consumer's immunity.

Mediker SafeLife Hand Sanitiser, Hand Wash and Veggie Wash

Marico entered the hygiene category with the launch of Mediker SafeLife Hand Sanitiser and
Hand Wash. As an international expert in protection, the brand taps into the opportunity of
hygiene and cleansing. The portfolio was expanded with the launch of the first vegetable
wash in the country, Mediker SafeLife Veggie Wash, a unique fruit and vegetable wash.

Hair Code Mehedi Brown Powder Hair Colour

Hair Code, the No 1 Hair Colouring Brand in the country, built on its leadership by launching a new
shade of Mehedi Brown, addressing the needs of consumers. It has the goodness of Mehedi and
reinforces consumers with 2X Soft and Shiny Hair.

B. Consumer Campaigns

Parachute Just for Baby

Parachute Just for Baby is a complete safe baby care range in Bangladesh.
In the third year of launch, the brand has gained the trust of lakhs of Mothers.
On the basis of consumer testimonials and insights, building on this trust,
the new communication for the brand “So safe, it is recommended by lakhs
of mothers” was launched. The brand has taken a pledge to spread safe
baby care to every mother in the country by offering a range of products
developed according to international safety standards.

Parachute SkinPure Range

Parachute SkinPure Aloe Vera Gel connected with consumers with the proposition “photo
perfection”, resonating with the desire of women to look good. The product addresses
this desire by giving mark-free, soft, glowing skin.Parachute SkinPure Natural White Body
Lotion launched a new communication on the thought of being ready to move out freely.
The product, enriched with the goodness of coconut milk and sandalwood gives naturally
glowing, beautiful skin and enables women in their desire to be protected from the elements
such as the sun.

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Parachute Advansed

Parachute Advansed continues to be the leader in hair care. The brand stands on the promise of “Strong
Hair”, a deep desire of women. The brand launched a communication platform “Strong Hair, Strong Bonds”.
The proposition came alive through three contextual campaigns that leveraged important occasions:
Mother's Day, Friendship Day and Women's Day. For the first time, Parachute Advansed also launched
exclusive limited edition packs for the campaigns. For Women’s Day, Parachute Advansed featured 3
women pilots from Biman Bangladesh, the flagship national airline, to inspire women on the thought,
“Strong Hair, Strong Bonds, Strong Women”. Renowned Celebrity, Masuma Rahman Nabila interviewed
the 3 pilots in a special online talk show to build their stories as inspiration for aspiring women.

Parachute Advansed Beliphool Hair Oil

Parachute Advansed Beliphool has been the leading Value-Added Hair Oil Brand in the Portfolio. To
continue resonating with the aspiring young women who have large dreams for their futures, the brand
built a new thematic campaign around “Be Perfect”, which portrays Parachute Advansed Beliphool’s
role to prepare for the perfection they desire. Jannatul Ferdous Oishee, former Miss Bangladesh and a
well-known celebrity, came on board as the Brand Ambassador and featured extensively on the brand’s
digital campaigns.

Nihar Naturals Anti-Hair Fall 5 Seeds Hair Oil

Nihar 5 Seeds Anti-Hair Fall Hair Oil is a product innovation with a unique cap
design containing 5 seeds that aid reduction in HairFall. The brand signed up
renowned celebrity Mehazabien Chowdhury as the Brand Ambassador, and a new
communication featuring the Brand Ambassador on the thought, “HairFall Down,
Beauty Meter Up” went live to connect to consumers.

Sales Highlights
Creating an Execution Powerhouse

A. Go-to-Market Initiative

Driving strong distribution and ensuring proper retailing were key strength of our sales team for last few
years. Keeping that in mind, extending direct coverage to untapped areas was one of the major Go-to-
Market (GTM) agendas of last year. GTM team planned to expand our coverage at a massive scale and
ended the year with 16% coverage expansion. This was a huge success for GTM team as new outlets
are contributing a significant amount towards our total business. To enable our Field Force to nurture
nascent brands more efficiently and to ensure higher share of shelf, we have strongly invested in ensuring
“Differentiated Trade Servicing” in top contributing towns.

Rural Bangladesh has seen phenomenal growth over the last few years which we cover through Alternative
GTM Model. Since the inception of the alternative model, major contributing sellers identified and brought
under direct coverage which grew 1.5 times faster than national growth and our direct coverage has
expanded to more than 92% of the total business. Granular focus was also given to quality of sales, and
service to trade to enable them to contribute more business. To ensure viability of GTM strategies Marico
sales team have worked closely and invested in capability development of new distributors, and field force.
Sales automation also helped the process to be more efficient and effective.

Back to Table of Contents Marico Bangladesh Limited 81


Our Capitals

B. Trade Marketing Initiative

The year started with a unique challenge of pandemic, and we ensured that sales members and extended
sales force followed health and safety guidelines as per government and WHO recommendations. Despite
the pandemic, we have played an instrumental role by managing the distribution through various innovative
programs for all members in the sales team along with distribution partners. While distribution got interrupted
in many parts of the country due to lockdown, our relationship with Wholesale and signature programs like
Milon Mela has helped to ensure a smooth distribution. Moreover, yearlong signature programs like Amar
Dokan have ensured our new brands presence in retail and availability in outlets.

C. NPD and Channel Initiative

During the ongoing pandemic, we have witnessed a phenomenal growth spurt in E-Commerce. We
closely partner with 25+ E-Commerce Platforms in Bangladesh and benefit from relevant consumer data
and insight for our brands. It helped us design successful & effective campaigns in E-Commerce. Our
E-Commerce business has experienced more than 300% Growth in FY ’21.

D. Nurturing Institution Business

With the pace of our expanding our brand portfolio in general trade environment, Institution Sales team has
showed rigor in creating solid B2B base in FY 2020-21. Institution team has been instrumental in establishing
new and existing brands to key institution customers. They have focused both on Hair Oil and Non-Hair Oil
categories and generated significant number of sales in FY 2020-21.

E. Building State of the art IT Infrastructure

User Friendly and seamless IT infrastructure has been instrumental to support regular business operation.
Our IT team has created best-in-class IT infrastructure in FY 2020-21 to ensure proper visibility of Distributor
field force performance, KPI tracking and create transparency of business with our customers and support
them in being compliant with the laws of the land.

F. Capability Development Initiative

Building capability of the Sales team is a fundamental strategic pillar our business development agenda.
To enrich the transformation journey in making Marico Bangladesh the leading personal care company,
several capability interventions were launched over the last year. The Capability Development team has
facilitated 853 man-days of capability enhancement programs by launching 21 training interventions for
Sales Members & Field Force focusing on range selling, driving channels and programs, driving focus
category, nurturing nascent brands, executing GTM excellence. The team also uses various audio-visual
aids, and innovative modules like gamifiction to carry out the intervnetions.

82 Annual Report 2021 Back to Table of Contents


Sales Leadership Team Planning Meeting.

Winners receiving awards from Director - Sales.

Supply Chain Highlights


A. Business Wastage reduction initiatives:

To adapt to the competitive market dynamics, managing business wastage has been a key strategic focus. Marico
Bangladesh supply chain team drove this strategic agenda with ZERO WASTE focus and initiated the War against Waste
by implementing different health check tools throughout the value chain. Planning team has rolled out several projects
for streamlining supply assurance with zero waste approach:

Production Lot Size validation Write off Avoidance taskforce

Shelf Life Tracking SAP Automation


SKU/Brand Rationalization
project to reduce write off

Back to Table of Contents Marico Bangladesh Limited 83


Our Capitals

B. Successes in Outbound Logistics and Customer Service

During the ongoing Pandemic, we have introduced “Distribution Network Redesign and Cost Optimization with fastest
execution” to strengthen Warehousing and distribution system.

New Depot Key Advantage


• •
35% Storage Capacity increased It has helped managing inventory, easier picking &
• sorting of stocks, faster dispatch and receiving of stock
Multiple Load & unload Bay and truck parking space. •
More simultaneous load & unload of stock improving

efficiencies
High Surface load & unload Bay.

• Enhanced convenience for lifting of stock
Distance nearer to both Factories. •
Reduce turnaround time of Factory supplies

C. Supporting New Product Developments

Our Supply Chain played a criticalrole in the “on time and in full” execution of NPDs (New Product Development) during
the tumultuous pandemic period. All raw and packaging material for NPDs were made available for smooth launching
while simultaneously driving cost-savings to support profitability of NPDs. Key cost saving initiatives included alternate
vendor development, localization projects etc.

D. Procurement Success

• Savings Initiatives- We have step changed savings initiatives and strategic buying activity throughout the year
which has strengthened the bottom line despite rising cost of raw and packaging materials and freight amidst covid
induced supply chain constraints

• Project Resilience- Project resilience was rolled out to create as strong and sustainable supply base. This was the
single largest project in terms of savings delivery.

• Pandemic Support- Ensured Seamless support during pandemic with zero supply interruption.

• IT Enablers- We have Strengthen IT landscape with analytical and tracking tools.

84 Annual Report 2021 Back to Table of Contents


OUR NATURAL CAPITAL
At Marico, we intend to maximize value for all our stakeholders by driving sustainable growth and making a difference
in the lives of all our stakeholders. Our value creation model diagram expresses the impact of each of our capitals on
our organisation as well as on the key Sustainable Development Goals (SDGs) as we commit to grow together with
Bangladesh in a sustainable manner.

ROAD TO ZERO
Zero Impact on environment

16.67% WOMEN
EMPOWERMENT
Total 16.67% female worker
at our manufacturing units

OUR VISION
We endeavor to achieve excellence, innovation and performance in
a sustainable manner. People and the environment are the industry's
most important resources. Marico is embedding sustainability across
its business, setting aggressive sustainability targets and investing
in disruptive innovation all in service of driving company growth,
delivering performance innovation for acting as a catalyst for
change.

OUR AMBITION
Demonstrate global leadership to proactively manage our
environmental impact across all our activities and products.
Create positive societal impact and promote ethical behavior in all
markets across our value chain.

Back to Table of Contents Marico Bangladesh Limited 85


Our Capitals

Key Points of Sustainability in Manufacturing

Social Human Economic Environmental

Conservation
Committed of Energy, Green
to Comply Water and Technoloy
Other
Resources

Participation
Healthy Built Pollution
and
Environment Prevention
consultation

Minimize
Responsible
Hazardous
Facilities
Waste and
Operations
Toxic Materials

86 Annual Report 2021 Back to Table of Contents


OUR SOCIAL AND RELATIONSHIP CAPITAL
Living our Purpose

“To transform in a sustainable manner, the lives of those we touch, by


nurturing and empowering them to maximize their true potential.”

At Marico, our core philosophy is to Make a Difference. The power of our business lies in our purpose of delivering inclusive
growth which would make a meaningful difference to the communities around us. We partner with our stakeholders to
create lasting economic value, improve quality of life, and support the attainment of the Sustainable Development Goals
(SDG). We have a vibrant community volunteering program as well which is integral to engaging with the communities
surrounding our manufacturing operations.

Marico commits 1% of its profits towards social responsibility (CSR) and corporate citizenship programs and in the last
year invested BDT 320 million in CSR initiatives.

SWAPNO PROGRAM—UNLEASHING THE POTENTIAL


OF ULTRA-POOR WOMEN

Marico continued its partnership with the United Nations


Development Program (UNDP) and the Govt to deliver
the SWAPNO program which targets ultra-poor women-
led households. The program is a best-in-class poverty
graduation model and Marico is the first private sector
partner to undertake such a programmatic approach
to poverty alleviation along-side the government
and UNDP. SWAPNO focuses on creating productive
employment opportunities for its beneficiaries (rather
than being merely a safety net programme), aiming at
more sustainable poverty-alleviation results.

At the same time the program focuses on non-financial


and “quality of life” improvement of women including
nutrition, financial inclusion, social awareness/education,
personal safety/safety from violence, among others.

Since inception the SWAPNO program which has


enabled 12,000 beneficiary households to graduate out
of poverty and have sustainable livelihoods. In the year
2020, another 3564 female-led households were enrolled
in the program. The following infographics highlight the
impacts of our program: Income Generating Activities by SWAPNO women

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Our Capitals

Financial Impact Non-Financial Impact

88 Annual Report 2021 Back to Table of Contents


Corporate citizenship at Marico
During the COVID period, in addition to our flagship CSR Program-SWAPNO, we devoted our efforts towards business to
supporting national efforts and frontline workers. Marico was awarded as TOP CSR CONTRIBUTOR 2020 in the FMCG
sector by Social Responsibility Asia basis a study they conducted on CSR practices in Bangladesh during covid period.

Supporting National Efforts: Contribution of BDT 5 million to Prime


Minister’s Welfare Fund
In order to support the government’s efforts in the fight against Covid-19,
Marico Bangladesh contributed BDT 5 million to Prime Minister’s Relief
and Welfare Fund.

With Dr. Ahmad Kaikaus, Principal Secretary to the Prime Minister

Brands with a Purpose: Profit Pledge of Mediker Hand-Sanitizer and Hand-Wash


At a time when sales of personal hygiene products were at an all time high, Marico
decided to launch its Mediker Hand-Sanitizer and Hand-washes with discounted prices
and a profit pledge. All profits from the first 6 months (April to September) sales of
Mediker hygiene products would be contributed to the Prime Minister’s Welfare Fund
to support COVID recovery efforts.

Community Sustenance: Food program for 5000 families in Gazipur


During the initial period of the pandemic Gazipur was one of the most
severely COVID affected areas. Marico has both its manufacturing
facilities in Gazipur and closely engages with surrounding communities.
During the pandemic, to ensure sustenance of low-income families,
Marico with the operational support of FBCCI, conducted a month-long
food relief program to 5000 families in Gazipur.

Frontline support: Media personnel, the forgotten heroes


Media personnel were risking their lives and were at the frontline during the pandemic to bring us
updated news, critical awareness information. Marico provided hand sanitizers to media houses and
also contributed to Dhaka Reporters Unity to provide support to media workers whose livelihoods or
health have been impacted due to COVID.

Back to Table of Contents Marico Bangladesh Limited 89


Statutory Reports

90 Annual Report 2021 Back to Table of Contents


DIRECTORS’ REPORT
A message to our Shareholders

The Board of Directors (‘the Board’) of Marico the year ended 31 March 2021, and the Auditors’ Report
Bangladesh Limited is proud to present to you the 11th thereon, prepared in compliance with the requirements of
Annual Report of the Company after being listed on the Section 184 of the Companies Act 1994 and the Corporate
Dhaka & Chittagong stock exchanges. Governance Code 2018 for your valued consideration,
approval and adoption. The key financial results and
The Board is submitting this Directors’ Report, along with other events taking place during period of April 2020 to
the audited financial statements of the Company for March 2021 is discussed in this report.

Financial performance

% of % of
BDT in Crore FY 21 FY 20 Growth %
Revenue Revenue'
Revenue 1,131 - 980 - 15.4%
Cost of sales (464) 41.0% (413) 42.2% 12.2%
Gross profit 667 59.0% 566 57.8% 17.7%
General and administrative exp (109) 9.6% (96) 9.8% 13.8%
Mkt, selling and distribution exp (136) 12.0% (115) 11.7% 18.3%
Operating profit 428 37.9% 357 36.4% 20.1%
Net finance income 13 1.2% 19 2.0% -32.5%
Profit before con. to WPPF 442 39.0% 376 38.4% 17.4%
Contribution to WPPF (22) 2.0% (19) 1.9% 17.4%
Profit before tax 419 37.1% 357 36.5% 17.4%
Income tax expenses (109) 9.6% (93) 9.5% 17.3%
Profit for the year 311 27.5% 265 27.0% 17.5%
Earnings per share (EPS) 98.7 84.0 17.5%

PRINCIPAL BUSINESS ACTIVITIES OF COMPANY which are aspirational and typically sold/traded rapidly
in the market. Cost of goods sold is favorable compared
Manufacturing and marketing of fast-moving consumer to other industries. In the last year Bangladesh recorded
goods (‘FMCG’) continued to remain the core business
5.2% GDP growth which was the highest in South Asia,
activities of Marico Bangladesh Limited. The Company
is the manufacturer and marketer of renowned brands Asian Development Bank figures show, and this trend
such as Parachute, Parachute Advansed, Just For Baby, is expected to continue. Private consumption, the main
Nihar, Parachute SkinPure, Mediker SafeLife, Saffola engine of growth, is leading the covid recovery phase
Active, Studio X , Hair Code and Livon. The Company with Bangladesh’s per capita income growing by 9% to
continued diversification of its portfolio with new product $2,227 and will be supported by normalising activity,
and brand launches in the hygiene, hair care, baby moderate inflation and rising garment exports. With
care and food category. The Company launched its a population of around 167 million and with a healthy
international hygiene brand Mediker SafeLife this year
economic outlook for 2021 the FMCG industry is also
with a range of products. Marico’s portfolio of winning
poised for significant growth. The industry dynamics
brands are well-placed to become prominent players in
the market and further the growth story. are also rapidly evolving with higher exposure to global
social media, the expansion of modern retail outlets and
INDUSTRY OUTLOOK AND POSSIBLE FUTURE the growth of e-commerce.
DEVELOPMENTS IN THE INDUSTRY
Bangladesh is projected to be one of the top 3 fastest
The scope of ‘Fast Moving Consumer Goods’ (FMCG) growing economies by 2050 and grow its GDP by 6.8% in
industry has expanded over the years and includes 2021. Global forecasts predict that emerging markets will
products which are daily essentials as well as those continue to provide the fastest growth opportunity for

Back to Table of Contents Marico Bangladesh Limited 91


Statutory Reports

the FMCG industry. A growing middleclass and millennial RISKS AND CONCERNS
population will dictate consumer preferences and shifts
in product offerings and market behavior. Some factors The Board regularly monitors, assesses and identifies
such as rise in income accompanied by preference for potential risks, threats to sustainability and profitability
aspirational personal care products, growth in rural and negative impact on environment. The Company
consumption, availability of raw materials & low labor adheres to an Enterprise Risk Management (ERM)
cost may make Bangladesh a favorable investment framework which the Board reviews at regular intervals
destination for new FMCG entrants or may witness and also assesses litigation, regulatory and fraud risks.
further investment by existing players. Details of Risks and concerns including internal and
external risk factors are discussed in the ‘Enterprise Risk
SEGMENT-WISE PERFORMANCE
Management’ section on page 114 in this Annual Report.
During the year ended 31 March 2021, the company
continued its drive for portfolio diversification with new SPECIAL NOTE ON RISKS AND CONCERNS
launches in hygiene, hair care, baby care and food
categories. During the pandemic in Bangladesh, the In the year under review, the Covid-19 global pandemic
Company launched its international Mediker SafeLife was prevalent globally and also impacted Bangladesh
range of hand-sanitizer and hand-washes to address with the first wave necessitating a government
critical consumer needs. The Company thereafter also mandated lockdown for almost 6 months. The surge
launched Parachute Naturale shampoos, rash creams in infections and consequent movement restrictions
and face creams for babies and Saffola 100% pure resulted in disruptions to global and local supply chains
honey. The new introductions are an indication of our across industries. This unprecedented crisis presented
consumer-centricity and efforts to play in the markets several new risks and concerns which was quickly
with a right to win for Marico. Given the human capital incorporated and addressed under the ERM framework
and intellectual capital of the Company, it is also foraying for the short-term given reasonable epidemiological
into traditionally red-ocean markets as well with an predictions about the duration of the pandemic. The agile
aspiration to grow and succeed. In FY 21 the Company’s implementation of contingency plans and prioritizing
household penetration stood at 87%. health, safety and medical support for our members and
extended workforce ensured none to minimal impact
Marico posted BDT 1,131 cr total revenue for the year ended on business operations. As a manufacturer of essential
31 March 2021 with 15.4% growth compared to last year. products, regulatory permissions and close liaison with
The growth was driven by PCNO, VAHO, Beauty & Health industry bodies were ensured to implement standard
and Baby Care segments. Over the years the Company protocols for safety and business continuity. The Board
has made a significant shift in the volume and value mix of and management is of the view that the continuation of
its portfolio to lower dependence on the branded coconut the pandemic and predicted future waves do not pose
oil segment. Contribution of other segments in volume & any threat to the continuation or sustainability of the
value mix increased as strong initiatives have been taken business or product lines.
to strengthen the non-coconut oil market share as well
as maintaining the leadership in the coconut oil category
DISCUSSION ON COST OF GOODS SOLD, GROSS
with stable growth. The segment performance of is set
PROFIT MARGIN AND NET PROFIT MARGIN
out in Note 5 to the financial statements and represented
in the below chart: Cost of Sales:

Segment-Wise Revenue Contribution Revenue for the year ended 31 March 2021 increased by
15.4% and Cost of Sales increased 12.2% compared to last
1.5% 4.2%
3.5% year. The increase in costs due to covid related measures
0.5%
and increase in raw material prices contributed to the
increase in cost of sales.

28.5% Gross Profit

61.8% Gross profit for the year ended 31 March 2021 increased
by 17.7% compared to last year. Strong volume growth
Parachute coconut oil Value added hair oil (VAHO) of the core portfolio supplemented by the launch of new
Color Beauty and health Baby Care Others products and efficient management of costs contributed
to the profit growth.

92 Annual Report 2021 Back to Table of Contents


Net Profit

Net profit for the year ended 31 March 2021 was 27.5% in FY’21 compared to 27% in FY’20. Net Profit increased by 17.5%
compared to LY in absolute term. Higher revenue growth and efficient cost management resulted in the growth of net
profit.

*Year ended on 31 March 2021 and figures in BDT Cr


Growth % (2021 Vs
BDT in Crore 2021 2020
2020)

Revenue 1,131 980 15.4%

Cost of sales (464) (413) 12.2%

Gross profit 667 566 17.7%

Other income 6 1 548.1%

General and administrative exp (109) (96) 13.8%

Mkt, selling and distribution exp (136) (115) 18.3%

Other expense (0) (0) -62.2%

Operating profit 428 357 20.1%

Finance income 15 24 -37.7%

Finance costs (2) (5) -59.3%

Net finance income 13 19 -32.5%

Profit before con. to WPPF 442 376 17.4%

Contribution to WPPF (22) (19) 17.4%

Profit before tax 419 357 17.4%

Income tax expenses (109) (93) 17.3%

Profit for the year 311 265 17.5%

EXTRAORDINARY ACTIVITIES DURING THE YEAR associated companies and subsidiaries of the parent
company. The value of the transactions with Marico
At the same time in October 2020, pursuant to approval Middle East for the purchase of raw materials exceeds
of the Board, the Company declared its plan to invest BDT the 1% of the revenue of the preceding financial year, i.e.
227 cr to set up its 3rd manufacturing unit at Bangabandhu FY’20. Note 27 of the financial statements include, details
Shilpanagar within the Mirsarai special economic zone of the transactions with the related parties. The approval
(SEZ). The Company filed its application and investment of shareholders regarding related party transactions
proposal with the Bangladesh Economic Zones Authority in FY’21 will be sought at the 21st Annual General
(BEZA) for their approval and allocation of a plot. Meeting in accordance with BSEC notification no. BSEC/
CMRRCD/2009-193/2/Admin/103 dated 5 February 2020.
RELATED PARTY TRANSACTION
At the same time management also anticipates that
In the year FY’21, the Company had related party related party transactions in FY’22 (2021-22) for the
transactions with its parent company, Marico Limited, purchase or sale of raw material, packaging material and
India and Marico Middle East FZE, Marico Southeast Asia, import of machineries may exceed the thresholds set out

Back to Table of Contents Marico Bangladesh Limited 93


Statutory Reports

in BSEC notification no. BSEC/CMRRCD/2009-193/10/ financial control framework. Documented policies,


Admin/118 dated 22 March 2021 and as such will also guidelines and procedures are in place for all critical
seek the approval of shareholders at the 21st AGM in business processes. The internal audit function monitors
accordance with the Notification. and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with
DIRECTORS’ STATEMENT ON FINANCIAL operating systems, accounting procedures and policies.
REPORTING Based on the internal audit reports, process owners
undertake corrective action in their respective areas
The Directors, in accordance with the Corporate and thereby strengthen the controls. Significant audit
observations and corrective actions proposed to remedy
Governance Code 2018 confirm the following to the best
the observations are presented to the Audit Committee
of their knowledge:
of the Board. In addition, the Company has identified and
documented the key risks and controls for each process
a. The financial statements prepared by the
that has a relationship to the financial operations and
management of the Company present fairly its state
reporting. At regular intervals, internal audit function
of affairs, the results of its operations, cash flows
tests identified key controls. The Company also has a
and changes in equity.
robust compliance management framework to monitor
b. Proper books of account of the issuer company and ensure legal & regulatory compliance. The said
have been maintained. framework is also tested for adequacy and effectiveness
to safeguard the company from any compliance risk.
c. Appropriate accounting policies have been The Company has further automated internal controls
consistently applied in the preparation of the financial through IT solutions and also has a robust information
statements and that the accounting estimates are and cyber security framework to ensure the efficient
based on reasonable and prudent judgment. functioning and safety of automated internal control
framework.
d. International Accounting Standards (IAS) or
International Financial Reporting Standards (IFRS), MINORITY SHAREHOLDER PROTECTION
as applicable in Bangladesh, have been followed in
the preparation of the financial statements, and any
The minority shareholders have been protected from
departure therefrom has been adequately disclosed.
abusive actions by, or in the interest of, controlling
e. There is no significant doubt upon the issuer shareholders acting either directly or indirectly and have
company’s ability to continue as a going concern effective means of redress. The Company maintains
effective investor relations and shareholder management
f. There are no significant deviations from the processes, through which the management, in particular,
last year’s operating results. Key operating and the Company Secretary, the Chief Financial Officer and
financial data of the preceding five years have been the Managing Director, continuously interacts with its
summarized in the table below at page 95 shareholders across various channels.

INTERNAL CONTROLS The Company has also formulated its Dividend Policy
which was approved by the Board and published on
The system of internal control is sound in design and has the website of the Company to ensure easy access of
been effectively implemented and monitored. The Board all shareholders. The Dividend Distribution Policy is also
ensures that the control framework is commensurate presented in page 134 of this Report in accordance with
with the size, scale and complexity of the business. The BSEC Directive dated 14 January 2021. The Dividend Policy
Audit Committee comprises of professionally qualified will enable shareholders to understand the internal and
Directors, who interact with the statutory auditors, internal external factors pertaining to dividend declaration and
auditors and management in dealing with matters within payout. The Company ensures that critical information
its terms of reference. The signatory matrix is authorized about the Company is available to all shareholders by
by the Board in accordance with the Segregation of duly circulating disclosures, price sensitive information
Duties to strictly ensure authorized use or disposition. In and by uploading all such information at the Company’s
addition, there are operational controls and fraud risk website under the Investors section. Detailed disclosures
controls, covering the entire spectrum of internal financial on material decisions and related party transactions
controls. An extensive program of internal audits and are presented in this report for review and approval by
management reviews supplement the process of internal shareholders at the annual general meeting.

94 Annual Report 2021 Back to Table of Contents


KEY OPERATING AND FINANCIAL DATA OF PRECEDING FIVE YEARS

The Company has delivered consistent growth and the last 5 years’ results evidence the strong footprint of the Company
in the FMCG industry. The table below illustrates the last 5 years’ revenue and profitability status.

*Year ended on 31 March and figures in BDT million

Particulars 2021 2020 2019 2018 2017

Revenue 11,307 9,796 8,768 7,815 6,916

Cost of sales (4,639) (4,133) (4,473) (4,230) (3,710)

Gross profit 6,668 5,663 4,295 3,585 3,206

Other income 63 1 1 6 2

General and admin expenditure (1,087) (956) (787) (757) (700)

Mkt, selling and distribution


(1,358) (1,148) (774) (580) (538)
expenditure

Other expense (1) (2) - - (11)

Operating profit 4,285 3,567 2,735 2,254 1,959

Finance income 149 240 181 136 76

Finance cost (19) (46) (23) (28) (7)

Net finance income 130 194 158 108 69

Profit before contribution to WPPF 4,415 3,761 2,893 2,362 2,028

Contribution to WPPF (221) (188) (145) (118) (101)

Profit before tax 4,194 3,573 2,749 2,244 1,927

Income tax expense (1,086) (926) (726) (601) (487)

Profit for the year 3,109 2,647 2,023 1,643 1,440

TOTAL EQUITY OF THE COMPANY ensure that shareholders’ value is maximized. At the same
time, the Company has also considered your views and
The equity capital comprised 31,500,000 equity shares of concerns of ensuring adequate reserves and exercising
BDT 10 each, Share Premium of BDT 252,000,000 and discretion in declaring dividend out of retained earnings,
Retained Earnings of BDT 1,069,572,396. which is reflected in the dividend declaration for FY’21.

DISTRIBUTION OF EQUITY TO SHAREHOLDERS In FY’21, the Company declared interim cash dividends
amounting to 700% and recommended a final dividend
of 200% at the 114th Board Meeting held on April 27, 2021,
Your Company’s wealth distribution philosophy aims at
totaling 900% cash dividend for FY 20-21 which is the
sharing its prosperity with its shareholders. The upward
second highest dividend declaration by the Company and
trend reflects consistency in the Company’s dividend
proportionate to the business performance for the year.
disbursements over the years and commitment to

Back to Table of Contents Marico Bangladesh Limited 95


Statutory Reports

Dividend Disbursement
950%
1000%
900% 900%
900%

800%

700% 650%
600%
600%
500%
500% 425% 450%
400%

300%

200% 150%
100%
100%
45%
0%
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

EVENTS SUBSEQUENT TO THE STATEMENT OF CONTRIBUTION TO NATIONAL EXCHEQUER


FINANCIAL POSITION
For the year ended 31st March 2021, the Board of Directors During the reporting period, your company paid BDT
recommended final cash dividend @ 200% per share at 408 Crores to the National Exchequer on account of
the 114th Board meeting held on April 27, 2021. Apart from Corporate Income Tax, Customs Duties, Supplementary
that, there are no other material events identified after Duties and Value Added Tax (VAT).
year closing with the statement of financial position.

Contribution to national exchequer

350

300

160 250
121
200
58 99
53 108 150
104
85 68 100
63 37
24 22
13 17 50
63 69 83 81 103
0
FY 17 FY 18 FY 19 FY 20 FY 21

VAT other than import stage SD manufacturing stage CD, SD, VAT at import stage Income tax

Details 2017 2018 2019 2020 2021

Total (BDT Crores) 191 228 274 327 408

96 Annual Report 2021 Back to Table of Contents


BOARD OF DIRECTORS including the qualifications of each Director are stated in
detail at the ‘Directors’ Profile’ section on page 34-39 of
As at 31 March 2021, the Board of Directors of the this Annual Report.
Company comprises 7 (Seven) members including 3
(three) Independent Directors. During the year under BOARD OF DIRECTORS’ MEETING AND ATTENDANCE
review the Board comprised 9 (nine) members including
5 Independent Directors of whom two subsequently The number of Board meetings held during the year
retired upon expiry of their terms. Names and profiles, 2020-21 and attendance of Directors is presented below:

Number of Board Meetings Attendance at


Names Representation in the Board
Held Attended Last AGM
Saugata Gupta Chairman- Nominee Director 6 Yes
Ashish Goupal Managing Director- Executive Director 6 Yes
Masud Khan Independent Director 3 Yes
Rokia Afzal Independent Director 3 Yes
Parveen Mahmud Independent Director 6 3 No
Zakir Ahmad Khan Independent Director 3 No
Ashraful Hadi Independent Director 6 Yes
Pawan Agrawal Nominee Director 4 No
Sanjay Mishra Nominee Director 6 Yes
Vivek Karve Nominee Director 2 Yes

Ms. Parveen Mahmud, Mr. Zakir Ahmad Khan and Mr. Pawan Agrawal were appointed to the Board at its 110th Meeting
on 31 August 2020. Mr. Masud Khan, Ms. Rokia Afzal Rahman and Mr. Vivek Karve retired from the Board of Directors
during the year under review.

PATTERN OF SHAREHOLDING REMUNERATION OF DIRECTORS

The shareholding pattern of the Company as on March 31, The amount of total remuneration paid to Directors
2021 is presented in the “Stock Performance” presented including Independent Directors has been presented at
at page 29 of this Annual Report. Note: 27.2 in the Notes to the financial statements.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS
CODE OF CONDUCT

Mr. Sanjay Mishra, non-executive/nominee Director will


The Company’s Code of Conduct (CoC) has been
retire from office by rotation at the 21st Annual General
Meeting (AGM) and, being eligible, offers himself for re- reviewed by the Nomination & Remuneration Committee
election in accordance with Section 91 of the Companies and adopted by the Board which applies to all members
Act and Article 99 of the Articles of Association of the of the company including the Board of Directors and Key
Company. The profile of Mr. Sanjay Mishra and his other Management Personnel. A robust orientation program
directorships are stated in detail in pages 34-39 of this conducted by the Director-Legal & Corporate Affairs
Report. was imparted to new members on the Board of Directors
and new joiners in the Company.
Ms. Parveen Mahmud, Mr. Zakir Ahmad Khan and Mr.
Pawan Agrawal were appointed to the Board at its 110th
MANAGEMENT’S DISCUSSION AND ANALYSIS
Meeting on 31 August 2020. The appointments will be
placed before the shareholders for their approval at
the 21st AGM of the Company. The profiles of the Ms. The Management Discussion and Analysis has been duly
Mahmud, Mr. Khan and Mr. Agrawal and other board signed by the Managing Director/Chief Executive Officer
representations/directorships are stated in detail in (CEO) of the Company and is presented at page 99-102
pages 34-39 of this Report. of this Annual Report.

Back to Table of Contents Marico Bangladesh Limited 97


Statutory Reports

CERTIFICATE BY CEO AND CFO OTHER REGULATORY DISCLOSURES

The Managing Director/CEO and Chief Financial Officer/ Pursuant to the Corporate Governance Code, the Board
CFO of the Company certifies the financial reports also reports that:
presented in this report. The Certificate of the CEO and CFO
has been presented on page 117 of this Annual Report. • There was no extraordinary gain or loss during the
financial year

REPORTING AND COMPLIANCE OF CORPORATE


• The Company’s Initial Public Offering (IPO) was in
GOVERNANCE
the year 2009. No further issue of any instrument
was made during the year
A Certificate of Compliance as provided by M/s. Al-
Muqtadir Associates, Chartered Secretaries, has been • There is no significant variance between the
presented at page 118 of this Annual Report. Furthermore, quarterly financial performance and annual
Status of Compliance as per the Code has been presented financial statements
at page 119-131 of this Annual Report.
• The Company has delivered outstanding
SHAREHOLDING INFORMATION performance in the last financial year vs agreed
operating plan and the financial statements
The distribution of shareholding and market value of prepared by the management of the Company
present fairly its state of affairs, the result of its
shares are presented in the Stock Performance section
operations, cash flows and changes in equity
at pages 132 respectively

• Proper books of account of the Company have


STATUTORY AUDITORS been maintained

Rahman Rahman Huq (RRH), member firm of KPMG • No bonus or stock dividend has been declared as
International will be completing their 3 (three) years interim dividend during the year
of Audit for the Company at the 21st Annual General
Meeting (AGM) of the Company. In this context and ACKNOWLEDGEMENT
pursuant to Condition No. 2(2) of the Notification No.
BSEC/CMRRCD/2006-158/208/Admin/81 dated 20 The Board takes this opportunity to express their heartfelt
June 2018 prohibiting the appointment of the same thanks to all stakeholders including its shareholders,
firm of chartered accountants as statutory auditors consumers, business partners, banks and financial
for more than a consecutive period of 3(three) years, institutions, regulatory bodies and auditors, for their
the Management has proposed to the general body to immense support and contribution towards the success
of the Company.
approve the appointment of A. Qasem & Co. as statutory
auditors in accordance with Section 210 of the Companies
Act 1994 to hold office from the conclusion of the 21st
AGM until the next AGM at a consolidated fee of BDT
On behalf of the Board
16,25,000 including Statutory Audit Fee, year-end review
of group pack and group reporting, quarterly review

of group pack and group reporting (of all 3 quarters),
quarterly full-scope audit (of all 3 quarters) and all other Saugata Gupta
relevant matters incidental thereto. Chairman of the Board

98 Annual Report 2021 Back to Table of Contents


MANAGEMENT DISCUSSION AND ANALYSIS
The last year has seen outstanding business (VAHO) category grew by 16.8% at a full year level. The
performance with milestone profitability and dividend VAHO growth has been mainly driven by Beliphool,
payment. This performance was driven by growth of the Parachute Advansed Extra Care & Parachute Aloe Vera
core categories, launch of new products, augmenting and has been further boosted by new launches--Nihar
distribution fundamentals and accelerated capability Naturals 5 Seeds Hair Oil and Nihar Naturals Lovely. The
product portfolio has seen rapid diversification with the
development.
successful launch of a complete hygiene range under
Mediker SafeLife comprising hand-sanitizer, hand-
At a full year Level, MBL has registered an 15.4% wash and veggie wash. The baby care portfolio was
revenue growth with a volume growth of 12.7% (base also bolstered with the launch of baby toothpaste, baby
business volume excluding export). Marico maintained face cream and baby rash cream. The Company also
its leadership in the coconut oil (CNO) category with launched Parachute Naturale range of shampoos and
a 6.7% volume growth while the value-added hair oils Saffola Active Honey.

Revenue
The category wise revenue is as follows:

FY'21 FY’20 FY’21 FY’20


Category
BDT Crs Contribution of total revenue
CNO 699 636 61.8% 65.0%
VAHO 322 262 28.5% 26.8%
Colours 6 6 0.5% 0.6%
Beauty & Health 39 14 3.5% 1.5%
Baby Care 17 9 1.5% 0.9%
Others 48 51 4.2% 5.2%
Total 1,131 980 100% 100%

The revenue mix has been evolving as the non-coconut oil (CNO) revenue contribution has increased steadily with the
portfolio diversification. This is attributable to expansion of MBL VAHO portfolio boosted by the steady growth of our
personal care/beauty & health range and baby care segment.

Gross Margin Spends were focused on new launches and to build the
non-coconut oil portfolio of the business.
For FY’21, MBL has reported gross profit of 59.0% which is
1.2% higher than FY’20. Strong volume growth is the key General & Administration Exp
contributor of such growth. Gross profit in absolute terms
has grown by 17.7% compared to LY. Expense as percentage to topline stood at 9.6% which is
a slight reduction from last year. For FY’21, General and
Marketing, Selling & Distribution exp Admin exp. increased by 13.8% in absolute terms owing
to new sales office rental, salary increment, higher CSR
For FY’21, Marketing, selling and distribution expense as contributions, covid mitigation related expenses etc.
a percentage of revenue has increased by 0.3% (12.0% in
FY21 vs 11.7% in FY20) compared to LY- which in absolute Profit after Tax
terms translated to an increase of 18.3%. The increase
in expenditure is primarily attributable to both media Profit after Tax at a full year level grew by 17.5%. The
and non-media expenses wherein higher investments Company reported a net profits of 27.5% in FY’21
were made for advertising and promotion of the brands. compared to 27% in LY.

Back to Table of Contents Marico Bangladesh Limited 99


Statutory Reports

Statement on Corporate Governance Conditions parts of the financial statements for the year ended
31 March 2021 with relevant accounting policies and
a. Accounting policies and estimation for estimations have been set out in Note 43. Any revision to
preparation of financial statements the accounting policies is being applied retrospectively
to all the previous years and change to any financial
estimation is being reflected prospectively.
The incumbent financial statements of the Company
have been prepared in accordance with International
Financial Reporting Standards (IFRSs), the Financial b. Changes in accounting policies and estimation
Reporting Standards and the Companies Act 1994
following the accounting policies and estimations The financial statements of Marico Bangladesh Limited
as relevant. The Company also complied with the for the year ended 31 March 2021 have been prepared
requirements of Bangladesh Securities and Exchange having no change in accounting policy and/or estimation.
Rules 1987 and regulations from various Government Company’s financial statements have been prepared
bodies. The Company has consistently applied various in accordance with International Financial Reporting
accounting policies and estimations to all periods Standards IFRS. There have been no significant changes
presented in these financial statements. The integral in the accounting policies applied to the financial
statements.

c. Comparative analysis for current financial year with immediate preceding five years (BDT cr)

FY 2021 2020 2019 2018 2017


Turnover 1,131 980 877 781 692
Gross Profit 667 566 430 359 321
Net Profit 311 265 202 164 144
EPS 98.69 84.01 64.23 52.15 45.72
Net Asset 164 139 130 149 158
Cash & Cash equivalent 40 42 38 28 17
Cash flow movement (BDT Cr.) 2021 2020 2019 2018 2017
Cash generated from operating
activities 421 361 361 199 235
Income tax paid (107) (77) (64) (58) (53)
Interest paid (0.2) (2) (1) - -
Interest received 17 18 16 13 8
Net cash flow generated from or
(used in) operating activities 330 301 267 154 190
Net cash flow generated from or
(used in) investing activities 68 42 (89) (1) (64)
Net cash flow generated from or
(used in) financing activities (265) (340) (168) (143) (157)
Net increase (decrease) in cash & cash
equivalent (2) 4 10 10 (31)
Opening cash & cash equivalent 42 38 28 17 48
Closing cash & cash equivalent 40 42 38 27 17

The Company has been enjoying a persistent growth in yearly turnover during the tenure of five years from 2017 to 2021
under analysis. The company has reported a revenue growth of 15.4% and net profit growth 17.5% compared to previous
year. The Company has also reported EPS growth of 17.5% as compared to last year.

100 Annual Report 2021 Back to Table of Contents


d. Industry Scenario

The peer companies within the FMCG industry includes Unilever Bangladesh, SQUARE Toiletries Limited, Hemas
Bangladesh, Moushumi Industries, Dabur Bangladesh, Emami Bangladesh, Reckitt Benckiser among others. However
only Reckitt Benckiser Bangladesh Limited (RB) is listed with the stock exchanges among peer companies to enable an
industry benchmarking. RB reported a turnover growth of 29.27% and profit growth of 19.32% as reported in their latest
annual financial statements for the year ended 31 December 2020.

Reckitt Benckiser Bangladesh LTD Marico Bangladesh Ltd.


Particulars
for the period ending for the period ending

(BDT in Crore) 31-Dec-20 31-Dec-19 31-Mar-21 31-Mar-20

Turnover 533 413 1,131 980

Gross profit 302 225 667 566

Net Profit 74 62 311 265

Cash & Cash Equivalent 178 134 40 42

EPS 156.38 131.06 98.69 84.01

e. Briefly explain the financial and economic f. Risks and concerns


scenario of the country and the globe
The financial statements have been prepared for the year
World Bank reports that the global economy is poised to ended 31st March 2021. In order to manage operational
stage its most robust post-recession recovery in 80 years and sourcing risks arising from the covid-19 pandemic
in 2021. But the rebound is expected to be uneven across the Company triggered comprehensive business
countries, as major economies look set to register strong contingency plans and the strict implementation of health
growth even as many developing economies lag. Global & safety protocols. Finance risks are addressed with
growth is expected to accelerate to 5.6% this year, largely secured contracts and buyer financing arrangements
on the strength in major economies such as the United as well as foreign exchange hedging policies. Having
States and China. Growth among emerging market strong internal control systems, management has
and developing economies is expected to accelerate ensured good governance and footprint of Marico
to 6% this year, helped by increased external demand Business in Bangladesh. The Company has a formalized
and higher commodity prices. However, the recovery risk management framework and process under the
of many countries is constrained by resurgences of governance and supervision of the Audit Committee.
COVID-19, uneven vaccination, and a partial withdrawal
of government economic support measures. We perceive that proactive management of these risks
is of fundamental significance to ensure our business
However, improved trade balance combined with growth growth. We regularly identify functional and entity level
in remittance and FDI have lifted the forex reserves to an risks and do extensive reviews to ensure the risks are
all-time high, tax revenue collection has improved, and righty identified and proper mitigation plans are in place
financial inclusion has accelerated using mobile financial for the same. The entity level risks for the business have
services for disbursement of relief packages. We have been discussed in detail under section of “Enterprise Risk
seen FDI pouring into the automobile and electronics Management Framework” at page 114 Of this report.
and various manufacturing sectors. Reforms are also
being made to the capital markets. Bangladesh has Future Outlook
commenced vaccine roll-outs and is aiming to have the
The government and Asian Development Bank have
most vulnerable group of citizens vaccinated within 2021.
declared an optimistic GDP growth outlook for FY’22.
All of this signals a steady recovery and robust economic
With the roll-out of vaccination programs and gradual
growth post-covid.

Back to Table of Contents Marico Bangladesh Limited 101


Statutory Reports

re-opening of borders the global economy is expected to income and the consumer aspirations for a return to
rebound albeit sluggishly. It is expected that the covid-19 normalcy. Marico has already entered in the hygiene
crisis will have lasting impacts on organization work- category with its Mediker SafeLife range of products and
structures, consumer buying habits, channel mix and launched Saffola Active Honey to address the consumer
supply chains. Daily new cases in Bangladesh have been need for immunity aids. The Company is also expanding
on a declining trend since June 2020 though some spike its baby care, hair care, skin care and male grooming
is expected due to the emergence of newer variants of ranges. It will also be important to establish and reinforce
the virus. We have reviewed our annual operating plans trust from consumers with core categories and maintain
to account for the effects of the pandemic and are also a balanced portfolio of consumer essentials. This crisis
reviewing our strategy from quarter to quarter to adjust also presents opportunities to leverage the benefits of a
to changes as they materialize. digital business ecosystem with more digital payments
and use of technology tools for process simplification
Marico has declared and committed an investment and better service to trade. At the same time flexible
of BDT 227 crore in to set up its 3rd manufacturing working patterns will enable a more balanced work-life
unit at Bangabandhu Shilpanagar in the Mirsarai culture which would motivate and fulfil employees.
special economic zone (SEZ). The unit will cater to the
Company’s hair oil production as well as inventory for Retaining trust and relevance in core categories and
raw and packaging material. The enhanced capacity portfolio expansion into the identified categories of the
and strategic location will enable Marico to better serve future remains one of the key pillars of Marico’s long-term
its consumers all over Bangladesh. The Company also strategy. At the same time with our distribution strength,
plans to expand its export operations. It is expected we will endeavor to ensure continuous availability of
that the unit will go into commercial operations in mid- stock across channels and flexibility in our supply chain.
2022. The investment and construction of the unit will be Despite this covid-19 crisis we believe by exhibiting a
financed out of the reserves of the Company and there is higher degree of agility and nimbler decision-making we
no plan to avail external financing unless the terms and will be able to stay ahead of the curve and continue to
rates are feasible. expand the consumer franchise.

While liquidity is not a challenge for the business but


managing costs is going to be a priority for the next
year. It is expected that focus on hygiene will remain top
of mind for consumers, but beauty and health products
Ashish Goupal
will also witness demand with the growth in per capita
Managing Director

102 Annual Report 2021 Back to Table of Contents


AUDIT COMMITTEE REPORT
The Audit Committee (“the Committee”) is a sub-committee The Audit Committee through its independent oversight
of the Board which is appointed by and responsible to of the Company’s financial reporting, non-financial
the Board of Directors of the Company according to the corporate disclosures assists the Management with
conditions of the “Code of Corporate Governance” of the driving internal controls to eliminate or mitigate
Bangladesh Securities and Exchange Commission dated
business risks, ensuring high standards of behavior and
June 03, 2018 (“the Code”). This report is presented in
conducting the business in a financially sound manner.
accordance with the Code which sets out the role of the
The Committee met four times last year. During the
Committee and the functions carried out during the year
ended March 31, 2021 (“the year under review”). year under review, all recommendations made by the
Committee were accepted by the Board.
The Committee is a central pillar of effective corporate
governance and fulfills its oversight responsibilities Composition and Meetings
mandated by law and its Charter approved by the Board.
The Committee plays a critical role in enhancing audit The Committee presently comprises of 5 Members of
quality, assurance in the integrity of financial reporting whom 3 are Independent Directors and other 2 are Non-
and creating an environment that promotes transparency.
Executive Directors. The Chairman of the Committee is
The Committee’s primary responsibilities are:
an Independent Director. Mr. Masud Khan acted as Chair
of the Committee till 22 September 2020. Thereafter Ms.
• To oversee the financial reporting process
Parveen Mahmud was appointed Chair. The Managing
Director is a permanent invitee to the Committee. The
• To oversee appointment, remuneration, and
evaluation of auditors Company Secretary functions as the Secretary to the
Committee. The meetings of the Committee are also
• To evaluate internal financial controls, internal audit attended by the Chief Financial Officer, Head of Internal
function, and risk management systems Audit and External Auditors on invitation. All Committee
Members are financially literate and able to interpret
• To evaluate the standards of corporate governance, financial statements and assess the adequacy of the
transparency and disclosures internal control processes.

Number of Meetings of the


Representation in the Representation in
Names Committee during FY 21
Board the Committee
Held Attended
Mr. Masud Khan
Independent Director Chairman 1
(till 22 September 2020)
Ms. Rokia Afzal Rahman
Independent Director Member 1
(till 22 September 2020)
Mr. Ashraful Hadi Independent Director Member 3
Ms. Parveen Mahmud
Independent Director Chairperson 4 3
(from 22 September 2020)
Ms. Zakir Ahmad Khan
Independent Director Member 2
(from 22 September 2020)
Mr. Sanjay Mishra Nominee Director Member 4
Mr. Pawan Agrawal
Nominee Director Member 3
(From 10 September 2020)
Mr. Vivek Karve
Nominee Director Member 1
(till 10 September 2020)

Back to Table of Contents Marico Bangladesh Limited 103


Statutory Reports

Responsibilities and Duties • To recommend to the Board steps to improve the


system of internal control derived by the Committee
Financial Reporting from the findings of the internal and external
auditors.
• To review the quarterly, half-yearly and annual
• To review the extent of unit compliance including
financial statements of the Company along with
with internal policies, standards and procedures and
management representatives, focusing particularly
the Company’s Code of Conduct.
on any significant changes to accounting policies and
practices before submission to the Board for approval, • Review the arrangements made by the Management
reviewing company’s performance year-on-year and for developing and maintaining a suitable and
quarter-on-quarter, announcements relating to the robust Management Information Systems (MIS).
Company’s financial performance and compliance • To review adequacy of systems and processes
with applicable financial reporting standards and for monitoring legal and regulatory compliance to
other legal and regulatory requirements; safeguard against legal and reputational risk
Related Party Transactions Internal Audit

• To review all related party transactions and conflict • To monitor and review the effectiveness of the
of interest situations that may arise within the Company’s internal audit function and to be
Company including those under the Company’s satisfied that Internal Auditors has the competency
Code of Conduct. and qualifications to complete its mandates and
approve audit plans.
Audit Reports
• To monitor and evaluate whether the audit functions
• To prepare the annual Committee report and submit are conducted independently from the Management.
to the Board, which includes summary of its activities • To ensure that Internal Auditors have open access
and review the Board’s statements on compliance to all activities, records, property and personnel,
with the BSEC Codes of Corporate Governance for necessary to perform its duties.
inclusion in the Annual Report.
• To review and assess the annual internal audit
• To review the Charter of the Committee and make plan and evaluate its consistency with the Risk
necessary revisions for the year. The Committee Management Framework of the Company.
affirms that all responsibilities outlined in the charter
have been carried out. In addition, the charter is • To review the findings and recommendations made by
reviewed, and proposed updates presented to the the Internal Auditors and ensure that the appropriate
Board for approval. As adherence to best practices, action is being taken to implement the same and
evaluation of Committee activities is carried out, to further ensure that the appropriate tracking is
which is a key tool in achieving and maintaining a maintained on the agreed audit action points.
high degree of effectiveness. • To recommend to the Board any broader reviews
Internal Control deemed necessary as a consequence of the issues
or concerns identified and raise/ensure special
• To evaluate the Company’s internal financial controls audit, whenever necessary.
and risk management framework commensurate
External Audit
with the size, scale and complexity of its operations.
The Committee reviews whether Management is • To recommend to the Board, for it to place before the
adhering to the appropriate compliance culture by Shareholders for their approval, the appointment of
communicating the importance of internal controls the external auditor of the Company and to approve
and risk management to ensure that all members their remuneration and terms of engagement.
have a clear understanding of their respective roles
• To appraise the external auditor's audit plan, nature
and responsibilities
and scope of the audit plan, audit report and
• To consider whether internal control strategies evaluation of internal controls.
recommended by internal and external auditors
• To oversee the relationship with the external auditors
have been implemented in a timely manner by the
including:
management thereby ensuring that the system of
internal control is soundly embedded, effectively • Assessing their independence and objectivity
administered and regularly monitored. taking into account relevant professional and

104 Annual Report 2021 Back to Table of Contents


regulatory requirements and assisting them in Internal Financial Control Framework
preserving their independence;
• Reviewed the external auditors’ findings of
• Develop and implement policy on their observation, areas of concern highlighted and the
engagement to provide non-audit services.
management’s response thereto and ensured that
• To review their statement on Risk Management and the external auditors remain independent and that
Internal Control of the Company for inclusion in the appropriate action is being taken on time
Annual Report.
• Reviewed the investments of the Company i.e. FDR,
• To review their findings and recommendations
arising from the audits, to ensure that appropriate CAPEX etc.
action is being taken. • Approved the Dividend Distribution Policy of the
Major Activities During The Year Company and reviewed the functioning of treasury
related policies
The Committee carried out its functions in accordance
• Reviewed the contingent liability status of the
with the “Audit Committee Charter”, governed by the
Company and provisions against the same
BSEC Code on Corporate Governance, in key areas of the
annual financial reporting cycle. During the year under • Reviewed the functioning of the Code of Conduct
review, the Committee carried out the following activities: through a quarterly tracking and reporting
• Reviewed the quarterly, half yearly and annual mechanism implemented for this purpose
financial statements of the Company, considered
• Reviewed Litigation Update of the Company
the financial and business performance of the
Company and the relevant announcements to the • Reviewed the Past Meeting Decision Tracker
Securities & Exchange Commission, Stock Exchanges and implementation status of the action points
by the Board of Directors
recommended by the Committee
• Ensured that the preparation, presentation and
• Reviewed the functioning of the Trust Funds authored
submission of financial statements have been made
in accordance with the prevailing laws, standards by the Company and nominated management
and regulations by assessing the external auditors representatives to the Trusteeships
report on all critical accounting policies, significant • Reviewed the legal & regulatory updates material
judgment and practices used by the Company in
to corporate governance and the operations of the
producing the financial statements
business
• Enhanced good practices in financial reporting
and reviewed related party transactions for foreign The Committee is of the opinion that adequate controls,
remittance procedures, risk management and compliance
• Noted conflict of interest declarations and recorded monitoring systems are in place to provide reasonable
the same assurance that the Company’s assets are safeguarded
and that the financial position of the Company is
• Reviewed the annual audit plans and effectiveness
of the audit process and the Internal Audit reports satisfactorily managed.
which encompassed the audit issues, audit The minutes of the Committee meetings were placed
recommendations and Management's responses to
subsequently before the Board for its approval, on a
these recommendations
regular basis, which contained all issues along with
• Discussed with management about the improvement various suggestions and recommendations to the
actions in the area of internal controls, systems and
Management and the Board.
efficiency enhancements including the automation
opportunities and progress with regard to the On behalf of the Committee,

Masud Khan Parveen Mahmud


Chairman Chairperson

Back to Table of Contents Marico Bangladesh Limited 105


Statutory Reports

NOMINATION AND REMUNERATION


COMMITTEE REPORT
The Nomination and Remuneration Committee (“the Securities and Exchange Commission dated June 03,
Committee”) is a sub-committee of the Board which 2018 (“the Code”). This report is presented in accordance
is independent but appointed by and accountable
with the Code which sets out the role of the Committee
to the Board of Directors of the Company and to
the shareholders according to the conditions of the and the functions carried out during the year ended
“Corporate Governance Code, 2018” of the Bangladesh March 31, 2021 (“the year under review”).

Composition and Meetings

The Committee as at 31 March 2021, comprises of 3 Chairperson of the Committee till 22 September 2020.
(Three) permanent members and 2 (Two) advisory (non- Subsequent to her retiring from the Board, Mr. Zakir Ahmad
voting) Members. The Chairman of the Board, who is Khan was appointed Chairman of the Committee from 22
also a non-executive director, is a permanent invitee to September 2020. The Company Secretary functions as
the Committee. The Chairman of the Committee is an the Secretary to the Committee. All permanent members
Independent Director. Ms. Rokia Afzal Rahman acted as of the Committee are non-executive directors.

Number of Meetings of the


Representation in Representation in the
Names Committee during FY21*
the Board Committee
Held Attended
Ms. Rokia Afzal Rahman Independent
Chairman 2
(till 22 September 2020) Director
Mr. Zakir Ahmad Khan Independent
Chairman 2
(till 22 September 2020) Director
Mr. Sanjay Mishra Nominee Director Permanent member 4
Mr. Vivek Karve 4
Nominee Director Permanent member 2
(till 10 September 2020)
Mr. Pawan Agrawal
Nominee Director Permanent member 2
(from 10 September 2020)
Mr. Amit Prakash External Member Advisory (non-voting) Member 3
Mr. Ashish Goupal Managing Director Advisory (non-voting) Member 4

*During the year, the Committee held 4 (four) meetings, complying with the requirement of at least one meeting to be held
during the year.

Responsibilities and Duties


The Committee assists the Board in formulation of (ii) Policy relating to the remuneration of directors and
the nomination criteria or policy for determining KMPs considering the following:
qualifications, positive attributes, experiences and
(a) The level and composition of remuneration is
independence of directors and top level executives/key
reasonable and sufficient to attract, retain and
managerial personnel (KMPs) as well as the remuneration motivate suitable persons to run the company
philosophy of the Company. The Committee oversees, successfully;
among others, the following matters and makes (b) The relationship of remuneration to performance
recommendations for review/approval to the Board: is clear and meets appropriate performance
benchmarks; and
(i) The criteria for determining qualifications, positive (c) Remuneration to directors, KMPs involves a
attributes and independence of a director balance between fixed and incentive pay

106 Annual Report 2021 Back to Table of Contents


reflecting short and long-term performance • Reviewed and recommended to the Board the
objectives appropriate to the working of the appointment of Mr. Pawan Agrawal, Nominee
company and its goals Director to the Board of Directors

(iii) Policy on Board Diversity • Reviewed and recommended to the Board the
appointments of Mr. Zakir Ahmad Khan and Ms.
(iv) The plan in relation to identification of persons Parveen Mahmud as Independent Directors
who are qualified to become directors and who
may be appointed as KMPs, and recommend their • Reviewed the goals and achievements of the
appointment and removal to the Board Managing Director/CEO against the operating
plans for FY’21
(v) The criteria for evaluation of performance of
independent directors and the Board
• Reviewed and approved the goals and operating
plan of the Managing Director/CEO for the FY’22
(vi) The plan or proposal relating to the company’s (Financial year 2021-22)
needs for employees at different levels and the
recruitment, development and succession criteria/
• Evaluated and approved the Board performance
principles
and effectiveness principles

(vii)
The annual exercise on the review and
• Reviewed and approved the Diversity and Inclusion
recommendations on the company’s human
resources and training policies strategy and agenda of the Company

(viii) Review and recommending revisions of the Code of • Reviewed and confirmed the appointments of Key
Conduct to the Board Managerial Personnel

Major Activities During The Year • Reviewed the talent management pipeline of Key
Managerial Personnel
The Committee carried out its functions in accordance
with its Charter and applicable laws in key areas of the The minutes of the Committee meetings were placed
annual financial reporting cycle. During the year under subsequently before the Committee for its approval, on
review, the Committee carried out the following activities: a regular basis, which contained all issues along with
discussions and recommendations to the Management
• Reviewed and recommended the authoring of a and the Board. The matters recommended by the
trust for setting up the Gratuity Fund of the Company Committee to the Board were considered by the Board
and resolutions of the Board were recorded capturing
• Noted and recommended to the Board to accept the Committee’s recommendations.
the resignation of Mr. Vivek Karve, Nominee Director
from the Board of Directors On behalf of the Committee,

Ms. Rokia Afzal Rahman Mr. Zakir Ahmad Khan


Chairperson Chairman

Back to Table of Contents Marico Bangladesh Limited 107


Statutory Reports

STATEMENT OF CORPORATE
GOVERNANCE
Marico Bangladesh endeavours to ensure benchmark Board members and senior management, the Board
corporate governance processes and practices. processes, the Rules on Prevention of Insider Dealing
The Company has a strong legacy of following fair, and transparent disclosures.
transparent and ethical governance practices. Our
Corporate Governance policy is based on the belief that: In FY’21 Marico was presented the Bronze Award for
“Corporate Governance Excellence” by the Institute of
• good governance results in better business results
Chartered Secretaries Bangladesh (ICSB) and the Silver
• good governance converts plans into performance
Award as “Best Corporate” by the Institute of Cost and
• good governance maximizes shareholder value
Management Accountants (ICMAB) for in recognition of
its governance, reporting and disclosure practices.
At Marico, good governance practices form part of
business strategy, which includes, inter alia, focus on
This statement presents the Company’s governance
long term value creation and protecting stakeholders’
framework and the structures and processes that strive
interests by applying due care and diligence in
to ensure a continued commitment to sound governance.
business decisions. Shareholder value as an objective is
embedded into all aspects of corporate governance. Our
Corporate Governance is therefore a set of principles Corporate Governance Framework
which ensures we are governed in the best interest of all
the stakeholders—the shareholders, society, employees A high-level of ethics, compliance and governance
and the government. culture is fundamental to the effective delivery of our
business and ensures long-term business growth. Our
At Marico, our business is driven on the bedrock of strong governance principles are:
ethics and sound corporate governance. Our corporate
• adherence to the letter and spirit of the law
governance philosophy stems from our value of openness
• complete transparency in our operations
and transparency which is fundamental to our decision-
• pro-active communication with our stakeholders
making process and one of our core management
tenets. Our corporate governance is further strengthened We have a tri-faceted governance framework which is
by the adoption of a uniform Code of Conduct for the as follows:

Governance by Shareholders

Shareholders appoint and authorize the Board of Directors, approve the audited financial accounts,
appointment of Statutory auditors and hold the Board accountable in their oversight and conduct
of business.

Governance by Board & Sub-Committees

The Board and its Committees take up specific responsibilities as per the law and their charters
to determine the right level of delegation, control measures, approve strategies, investments
and targets for the business. The Board exercises oversight over the executive management to
ensure that they fulfil their duties in accordance with the recommendations and targets set by
the Board.

Governance by Management Team

The Executive Leadership Team or Management Team of the Company leads the day-to-day
affairs and management of the business with full compliance to the laws of the land, the mandates
of the Board and adherence to the Code of Conduct of the Company.

108 Annual Report 2021 Back to Table of Contents


The governance framework aims to deliver management In the event of a conflict between any provision of the
effectiveness, reduction in risk and promotion of best CoC and the law of land, the law will always prevail and
corporate culture. Dedicated towards standing true the management will take immediate steps to align the
to the highest level of integrity and exemplifying the provisions of the CoC with applicable laws. The outline of
highest standard of business conduct, good Corporate Marico’s CoC and functioning is presented at page 138-
Governance is the underlying force for the Company, 141 Of this report.
driving sustainable and responsible business operations
with transparency, accountability and compliance. Role and Responsibilities

Statutory Adherence The authorities having critical roles in the overall


governance programs and contributing to the process
The legal and regulatory standards underlying this of Corporate Governance are:
framework are the Companies Act 1994, the Listing
Regulations of the Dhaka and Chittagong Stock - The Board of Directors: responsible for oversight
Exchanges, Notification on Corporate Governance of and directions
the Bangladesh Securities and Exchange Commission
- Executive Management: responsible for driving
(BSEC), Corporate Governance Code, 2018 and other
governance and risk management practices
applicable laws of the land. Apart from this there is
a robust set of internal controls, risk management - The business units and supporting functions: where
processes and Code of Conduct further strengthening the the activities occur and ownership lies
Company’s corporate governance. There is also a robust
process of compliance management where compliance Board Composition
is recorded, audited and certified at the granular level to
ensure full adherence to the laws of the land. Marico’s philosophy to have constructive separation
of the management of the Company from its owners
Code of Conduct manifests itself in the composition of the Board of
Directors which, as of March 31, 2021, comprises 7 (seven)
Marico has a uniform Code of Conduct (CoC) that directors in the following classes:
applies to all business units within the Marico group
and to all directors (executive and non-executive), - 3 Independent Directors
members, interns, apprentices, secondees and third
- 3 Non-Executive Nominee Directors and
parties or business associates who act on behalf of
the Company. Marico's sustainable growth story rests - 1 professional being the Managing Director
on an empowering work culture based on trust and
accountability. The Code makes sure that all businesses The Board selects its members and leaders via an
conducted by Marico in any capacity are done in an inclusive and thoughtful process in accordance with the
ethical and sustainable manner while being beneficial criteria recommended by the Nomination & Remuneration
to all our stakeholders. It helps us take the right Committee and aligned with Company strategy. The
decisions, especially during challenging or conflicting/ Board has in-depth knowledge, skills and vast experience
ambiguous moments. The CoC defines what is expected in the context relevant to the Company. The Independent
from members and associates alike. The CoC is a set Directors ensure protection of interests of all shareholders
of guidelines highlighting the desired behaviors and of the Company. The Directors’ profiles have been
actions from all the actors in our corporate governance presented at page 34-39 in this Annual Report.
ecosystem to:
The Chairman
• conduct our business in an ethical manner and
• ensure highest levels of governance across the The Companies Act at regulation 54 in schedule-I provides
organization that the directors may elect a Chairman from amongst
them who will preside over the general meetings of the
• enable discrimination & harassment free work Company. Accordingly, the Board of Directors of Marico
environment. Bangladesh is headed by a Chairman. All meetings of
• create a work environment that is conducive to the Company and the Board are presided over by the
members & associates alike, based on our values Chairman. The Articles of Association of the Company
and culture authorizes him with a second and casting vote.

Back to Table of Contents Marico Bangladesh Limited 109


Statutory Reports

Mr. Saugata Gupta is the Chairman of Marico Bangladesh well as the CEO/Managing Director, representing the
Limited, a role he has assumed since 2013. Company as a good/responsible corporate citizen.

Chairman and CEO Distinguished • The Chairman may assume any responsibility if the
Board so assigns within the purview of the relevant
As mentioned, the Board is headed by a Chairman, while laws and the Articles of Association.
the Management Team is led by the Managing Director
/CEO who is a different individual. The Chairman is Responsibilities of the Board
a non-executive director. The roles of the Chairman
and Chief Executive Officer/Managing Director are The Board carries out decision-making role in critical
clearly established, set out in writing in the Articles and matters, monitoring role to prevent corporate failure
practiced by the Board to ensure transparency and and the relational role to balance the interests of
better governance. The Chairman leads the Board and all stakeholders. Accordingly, strong governance
is responsible for ensuring the effectiveness of the Board frameworks are established not only to ensure maximum
and its governance processes, while the Managing shareholder value but also to contribute positively to
Director is the authoritative head for day-to-day
the society at large and ensure maximum value for
management in the Company.
all stakeholders in the eco-system of the Company.
The Board establishes structures and processes to
Roles and Responsibilities of the Chairman fulfill Board responsibilities that consider the interests
of investors, regulators, management and employees
• The Chairman’s responsibility is defined through the among others. The major responsibilities of the Board
Articles guided by the Board, the Company’s Code are as follows:
of Conduct and the Code of Corporate Governance.
• Oversee management and set goals and direction
• However, the primary role of the Chairman is to
preside over meetings of the Board and Company • Evaluate strategy and review management
(AGM/EGM) and to ensure that the principles of performance
good governance are established in the Company.
• Review management succession planning
• As Chairman of the Board or Chairman of any
• monitor and manage potential conflicts of interest
Committee formed by the Board he does not
personally possess the jurisdiction to apply • ensure the integrity of financial information
policy making or executive authority, nor does he
participate in or interfere into the administration or • monitor the effectiveness of board governance
operational and routine affairs of the Company. practices

• The Chairman ensures that the Board is functioning • ensure compliance to laws and regulations
in accordance with the Memorandum and Articles
• ensure adherence to company polices and
of Association of the Company as well as other
guidelines
applicable laws and conventions.
• perform risk assessment and ensure integrity of
• As authorised by the Articles, the Chairman, if so company’s financial reporting
warranted under the circumstances, may exercise
his second and casting vote in the meeting to arrive Committee(s)
at a decision.
To effectively dispense its obligations, the Board has
• The Chairman also maintains relationships with the constituted various committees that are listed below.
relevant stakeholders in consultation with the Board as Each committee has its terms of reference as a charter.

110 Annual Report 2021 Back to Table of Contents


Committee Broad Responsibilities
Audit Committee • Oversee financial reporting process

• Oversee appointment, remuneration, and evaluation of auditors

• Evaluate internal financial controls, internal audit function, and risk


management systems

• Oversee the programs, partnerships and implementation of corporate social


responsibility (CSR) programs of the Company

Nomination and Remuneration • Identifying persons who are qualified to become Directors and KMPs
Committee
• Review and approve the remuneration philosophy for Directors, KMPs and
other employees

• Review and approve policies on Board diversity and effectiveness

• Oversee the talent management and HR processes and principles of the


Company

The Board currently has two sub-committees Committee in accordance with the Code. All members
which are the Audit Committee and Nomination & of the Audit Committee are 'financially literate' as per
Remuneration Committee. The Audit Committee regulatory requirement and can analyze and interpret
has delegated responsibilities to assist the Board in financial statements to effectively discharge their duties
ensuring fair & transparent financial reporting as well and responsibilities as members of the Audit Committee.
as a prudent control environment to protect against The Managing Director, the Chief Financial Officer, the
financial and non-financial failures, abuses or fraud. Head of Internal Audit & Compliance and the Company
The Nomination & Remuneration Committee assists Secretary attend all meetings of the Committee and
the Board in formulation of the nomination criteria or Internal Auditors of the Company and representatives
policy for determining qualifications, positive attributes, of external auditors attend the meetings upon invitation
experiences and independence of directors and top by the Audit Committee. The key responsibilities and
level executive as well as a policy for formal process activities of the Audit Committee are elaborated in the
of managing performance, remuneration and overall Audit Committee Report which is presented at page
corporate culture and talent management principles. 103-105 Of this Report. Additionally, the Committee also
The duties and responsibilities of the Committees are ensures adherence to the Secretarial Standards issued
clearly defined by the Board. The Committee therefore by the Institute of Chartered Secretaries Bangladesh.
strictly adheres to a set of terms of reference approved
by the Board. Board Nomination & Remuneration Committee

Board Audit Committee The Nomination & Remuneration Committee (“NRC”) is


constituted according to the conditions of the Corporate
The Audit Committee is constituted according to the Governance Code 2018. The Committee comprises
conditions of the BSEC guidelines and Corporate 1 Independent Director, 2 Non-Executive Nominee
Governance Code 2018. The Committee comprises 3 Directors and 2 non-voting Advisory Members. The
Independent Directors and 2 Non-Executive Nominee Board has appointed Mr. Zakir Ahmed Khan, Independent
Directors. The Managing Director is a permanent invitee Director as Chairperson of the Committee in accordance
to the Committee. The Board has appointed Ms. Parveen with the Code. All members of the NRC are eligible to
Mahmud, Independent Director as Chairman of the effectively discharge their duties and responsibilities

Back to Table of Contents Marico Bangladesh Limited 111


Statutory Reports

as members of the Committee. The key responsibilities Board and Committee Meetings
of the Committee are elaborated in the Nomination &
Remuneration Committee Report which is presented at The composition & meetings of the Board and
page 106-107 in this Report. Committees are stated in the Director’s Report and
Committees' Reports respectively.
The Company Secretary acts as the Secretary to the
Committee, drives corporate compliance and ensures Shareholder Meetings
effective functioning of the Board and Committee by
organizing and attending all Board and Committee The Company values and places great emphasis on
meetings. shareholder meetings. The Annual General Meetings
give the Board and management the opportunity to
Management Team connect with shareholders and get their feedback on
the performance and governance of the business. The
The senior management plays a significant role in Company ensures timely and adequate notices and
managing the business as per the norms of corporate disclosures for all shareholder meetings. Given the
governance, the Company’s Code of Conduct and covid-19 pandemic, the Company held the 20th Annual
ensures that adequate internal controls are in place and General Meeting via digital platform which enabled
supported through a strong internal control framework. shareholders to participate effectively and place their
In addition to the legal framework guiding the discharge questions and comments to the Board. The 21st Annual
of functions of the management team, the Marico General Meeting will also be held via digital platform.
values underlie and functions as the moral compass
of the organization. The implementation of the Board’s Our Corporate Responsibility Principles
plans, strategies and policies are carried out by the
management team lead by the Managing Director. The • Commitment to conduct business in an honest,
management team comprises the following members: ethical and lawful manner. A Code of Conduct guides
ethical decisions for all members of the Board which
• Mr. Ashish Goupal, Managing Director
dictates our ethical behavior and manifests our
• Mr. Elias Ahmed, Chief Financial Officer value system that promotes business transparency
and builds shareholder trust.
• Mr. Sabbir Al Harun, Director –Sales
• Commitment to protect the health and safety of our
• Mr. Rashed Sarwar, Director-Emerging Channels members, the environment, and our communities.
and Sales Strategy

• Mr. Allen Ebenezer Eric, Director-Marketing • Commitment to provide a workplace where all
employees can fulfill their potential based on merit
• Mr. Md. Saiful Alam, Director- Manufacturing and ability.

• Mr. Mohammad Habibur Rahman, Head - Supply • To transform in a sustainable manner the lives of all
Chain and NPD those we touch, by nurturing and empowering them
to maximize their true potential which is reflected
• Mr. Ashish Mane, Director- Human Resources
in our commitment to sustainable development
• Ms. Christabel Randolph, Director - Legal & and to constantly add value for the benefit of our
Corporate Affairs and Company Secretary shareholders, employees, consumers and the society.

The management team reports to the Board and has • Create value for our stakeholders while continually
the responsibility of implementing the policies and improving our performance as a good corporate
decisions of the Board, overseeing the day-to-day citizen with active engagement in CSR activities
business operations as well as developing, coordinating
and implementing business and corporate strategies. Internal Audit
The management team is accountable to the Board for
achieving the business performance as per the annual Marico Bangladesh’s internal audit function has the
operating plan approved by the Board and delivering responsibility for independently assessing the adequacy
maximum return for all stakeholders. and effectiveness of:

112 Annual Report 2021 Back to Table of Contents


- the internal control over financial reporting based on The Company is not only focused on strengthening
the framework and criteria established under the business performance but also to grow more compliant
internal financial control-integrated framework and and grow competencies. The Company’s strength in
corporate governance has resulted in Marico becoming
- management of significant risk areas a respected and reputed business entity in the country
with a strong corporate image and Parachute being one
Financial Reporting of the most trusted brands by consumers. The Company
is listed on both the Dhaka and Chittagong Stock
The Financial reporting system is the backbone of a Exchanges. The share performance demonstrates public
successful information structure. Marico has strong and investor confidence in the Company’s long record of
financial reporting procedures in place. Financial steady earnings which is testament to its good corporate
statements are prepared in accordance with the governance.
applicable laws including:
There is high degree of transparency in the Governance
• The Companies Act 1994 framework, fuelled by the presence of Independent
Directors. Almost half of the Board is made up of
• The Securities and Exchange Rules 1987
Independent Directors who have deep involvement in
• The Listing Regulations of the Stock Exchanges ensuring integrity of financial information & reporting,
full and open disclosures and the necessary checks and
• International/Bangladesh Financial Reporting balances between the Board and Management of the
Standards (IFRS/BFRS) and other applicable Company. The Independent Directors provide an external
financial legislations. and dispassionate insight on the ways of work of the
Company and provide valuable guidance to the business.
• The Financial Reporting guidelines of the Financial We are committed and dedicated to further strengthening
Reporting Council and BSEC our corporate governance by moving towards an
integrated reporting framework and to continually add
The management is responsible for designing, value to all the stakeholders of the Company.
implementing and maintaining internal controls relevant
to the preparation and fair presentation of financial External/Statutory Auditors
statements that are free from material misstatements,
whether due to fraud or error. Accounting estimates are
The annual audit of the Company is governed by the
made which are rational as per circumstances, with use
Companies Act 1994, Securities and Exchange Rules 1987,
of correct accounting policies and interpretations. The
Financial Reporting guidelines issued by BSEC and the
reports are then reviewed accordingly by respective
Financial Reporting Council. As per these regulations,
authorities on a regular basis and the Audit Committee
auditors are appointed by the Shareholders at each Annual
of the Board exercises close oversight in this process.
General Meeting (AGM) and their remuneration is also fixed
At every quarter, external auditors review the quarterly
by the Shareholders at the AGM. Appropriate structure is
financial statements and after thorough scrutiny, the in place as per corporate governance best practices to
financial reports are placed before the Board for final ensure independence of statutory auditors. The statutory
review and adoption. auditors are rotated every three years in compliance
with the guidelines of BSEC. Audit Committee meets the
Commitments statutory auditors to ensure that auditors are acting
independently and reviews the financial statements before
Marico Bangladesh has started its operation in the submission to the Board for approval. Non-audit services
country 20 years ago, and within this time the Company likely to deter independence are not obtained from the
has achieved significant milestones and established itself statutory auditors. In addition to the audit of annual financial
as significant player in the consumer packaged goods statements, the auditors also carry out audit of half-yearly
industry of Bangladesh. The company has expanded financial statements of the Company. Rahman Rahman
remarkably through its flagship brands, Parachute, Huq, Chartered Accountants is the statutory auditor and
Parachute Advansed, Nihar Naturals, Saffola, Livon. they have no involvement with any other services of the
Over the years, the Company has successfully created Company. They will be retiring at the 21st Annual General
a diversified portfolio by foraying into skin care, male Meeting (AGM) of the Company having completed their 3rd
grooming, baby care and food categories. term of audit with the Company.

Back to Table of Contents Marico Bangladesh Limited 113


Statutory Reports

Risk Management As a player in the dynamic consumer products market,


Marico is exposed to a range of external as well as internal
At Marico, we are guided by our robust enterprise risk risks that have the potential to significantly impact its
management (ERM) process that is linked to strategy performance. Our risk management architecture allows
formulation and execution in a systematic manner of us to efficiently manage risks while ensuring competitive
addressing the top risks facing the Company. The purpose returns. We identify, assess, mitigate, monitor and report
of this process is to identify potential events that may principal risks that could have a material impact on our
substantially impact the Company, and take commensurate business. Risk management is a continuous process
initiatives to either protect from or capitalise upon the risk. and an integrated part of business management. A
Thus, we use our ERM to drive consistency and resilience summary of our principal risks and treatment strategies
in our risk methodology. The principal risks faced by the is provided below.
Company are mapped out below.

Risk management objectives

Support sound governance Mitigate the impact Capitalize on potential


and decision-making of risk events opportunities

Risk Management Process

The Company has a robust risk management process which is overseen by the Audit Committee of the Board in accordance
with an approved risk management framework which takes into account the materiality or impact of the risk event and
likelihood of occurrence.

Risk Management Plan


1 Operations Risk These relate to risks that can destabilize the production and supply of products to
the market. MBL has two factories in the Gazipur area which is prone to labour unrest
due to surrounding garments industries. In order to protect against this risk the
management ensures a rigorous program of engagement, dialogue and capability
building of all factory personnel. There is a process of monitoring and recording
factory compliance & pro-active dialogue with regulators to safeguard against
compliance lapses that can trigger the risk.
2 Market Risk Market risks include those that can make the products or operating model of
the business irrelevant due to the introduction of new technologies, changing
consumer behaviour or disruption by competition in the form of predatory pricing or
disproportionate media spends all of which can threaten the Company’s profitability.
Unfair competition and brand infringements also pose a risk to the equity of the
brand and impact business value. The company has in place a process of reviewing
possible scenarios for key categories during its Monthly Operational Review (MOR).
Additionally the Company has a robust brand protection and intellectual property
management strategy to pro-actively safeguard its winning brands and carry out
prompt enforcement against infringers.
3 Contingency Risk With the unfolding of the Covid-19 global pandemic certain risks materialized in FY
due to covid-19 21 which caused risks to health & safety of persons, which were unique in nature
and unanticipated under the Risk Management Framework. The risks were primarily
operational and sourcing related with supply chain disruptions due to series of
lockdowns imposed in the country and globally.

114 Annual Report 2021 Back to Table of Contents


Risk Management Plan
The Management has identified critical areas of disruption and triggered continuity
plans were periodically reviewed by the Audit Committee.
The mitigation measures included comprehensive health & safety protocols at
factories, depots, warehouses, offices and distribution houses. Specific permissions
from regulators to continue operations, leveraging online commerce and mobile
financial payments to secure revenue among others.
4 Financial Risk Financial risk includes credit risks, liquidity risks, currency risks and interest rate
risks. To mitigate against these risks, management has put in place regular review
of investment of the company and financial health of institutions. A formal Board-
approved hedging policy is in place that is reviewed periodically considering macro-
economic scenarios to guard against exchange rate fluctuations. Additionally, we
closely monitor external environment to note any change event likely to trigger risk.
5 Litigation Risk The company has on-going litigations, some of which have been described in the
contingent liability status at Note 31 of the Financial Statements of this report. An
adverse order in any of those litigations could expose the business to financial
liability, penalties, and reputational risk. The company has a litigation management
strategy approved by the Audit Committee and regularly reviewed. Additionally, the
Legal Function closely tracks change in laws, precedents by the higher judiciary and
other external events likely to trigger the risk materializing.
6 Sourcing Risk This refers to the disruptions in supply chain that can result in a shortage of critical
raw material copra which is a key raw material in for 60% of the portfolio. To
address this risk the Company has put in place systems and processes for sourcing
and inventory management with the support of the central procurement team
at its parent company and this risk is reviewed every month during the monthly
operational review.
7 People Risk In today’s knowledge-based economy, attracting and retaining people with the right
skills are imperative for long-term success. To mitigate against the risk of losing
key talent the Company has a unique talent attraction and retention program
which enables it be positioned among the top employers of choice. At the same
time Management ensures a structured and differentiated learning & development
agenda for all key talent, succession planning and effective talent review to enable
meaningful career growth.

Code of Conduct moments. The CoC defines what is expected from


members and associates alike. The CoC is a set of
Marico has a uniform Code of Conduct (CoC) that guidelines highlighting the desired behaviors and actions
applies to all business units within the Marico group from our members to:
and to all directors (executive and non-executive),
members, interns, apprentices, secondees and third • conduct our business in an ethical manner and
parties or business associates who act on behalf of the
Company. The Code makes sure that all businesses • ensure highest levels of governance across the
conducted by Marico in any capacity are done in an organization
ethical and sustainable manner while being beneficial to
all our stakeholders. It helps us take the right decisions, • enable discrimination & harassment free work
especially during challenging or conflicting/ambiguous environment.

Back to Table of Contents Marico Bangladesh Limited 115


Statutory Reports

• create a work environment that is conducive to certified that the Company has duly complied with all the
members & associates alike, based on our values regulatory and governance requirements as stipulated
and culture by the Bangladesh Securities and Exchange Commission
(BSEC). The compliance auditor is also required to be
In the event of a conflict between any provision of the appointed by the shareholders at the general meeting
CoC and the law of land, the law will always prevail, and of the Company. As required, copy of the certificate of
the management will take immediate steps to align the compliance is also presented in this Annual Report at
provisions of the CoC with applicable laws. page 118

Reporting and Compliance of Corporate


Governance
On behalf of the Board,
As required, status of compliance with the conditions
laid down in the BSEC Notification No. SEC/
CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 is
presented at page 119-132 Further, to ensure adequate
regulatory discharge, a Compliance Certificate is also
obtained from licensed practicing professional M/s. Al- Ashish Goupal
Muqtadir Associates, Chartered Secretaries who has Managing Director

116 Annual Report 2021 Back to Table of Contents


Annexure-A

Declaration by MD and CFO


Date: June 22, 2021

The Board of Directors


Marico Bangladesh Limited

Subject: Declaration on Financial Statements for the year ended on 31st March, 2021

Dear Sirs,

Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Notification No. BSEC/CMRRCD/2016-
158/207/Admin/80, Dated June 03, 2018 & under section 2CC of the Securities and Exchange Ordinance, 1969, we
do hereby declare that:
(1) The Financial Statements of Marico Bangladesh Limited for the year ended on 31st March, 2021 have been
prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting
Standards (IFRS), as applicable in the Bangladesh and any departure therefrom has been adequately disclosed;
(2) The estimates and judgments related to the financial statements were made on a prudent and reasonable
basis, in order for the financial statements to reveal a true and fair view;
(3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly
presented in its financial statements;
(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control
and maintenance of accounting records;
(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established
policies and procedures of the Company were consistently followed; and
(6) The management’s use of the going concern basis of accounting in preparing the financial statements is
appropriate and there exists no material uncertainty related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern.
In this regard, we also certify that:
(i) We have reviewed the financial statements for the year ended on 31st March, 2021 and that to the best
of our knowledge and belief:
(a) These statements do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading;
(b) These statements collectively present true and fair view of the Company’s affairs and are in
compliance with existing accounting standards and applicable laws.
(ii) There are, to the best of knowledge and belief, no transactions entered into by the Company during
the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of
Directors or its members.

Sincerely yours,

(Ashish Goupal) (Elias Ahmed)


Managing Director Chief Financial Officer (CFO)

Marico Bangladesh Limited Registered Office:


Corporate Office: House#01, Road#01
THE GLASS HOUSE, Plot: 02 Sector#01, Uttara
Block S E (B), Gulshan Avenue Dhaka-1230, Bangladesh
Gulshan-1, Dhaka-1212, Bangladesh
Tel: (+88 02) 989 7180 (Hunting)
Fax: (+88 02) 989 7140
Web: marico.com/bangladesh

Back to Table of Contents Marico Bangladesh Limited 117


Statutory Reports

Annexure-B

Report to the Shareholders of Marico Bangladesh Limited on compliance with the


Corporate Governance Code
[As required under code 1(5) (xxvii) of the BSEC Code of Corporate Governance]

We have examined the compliance status to the Corporate Governance Code by


Marico Bangladesh Limited for the year ended on 31st March 2021. This code
relates to the gazette notification no: BSEC/CMRRCD/2006-158/207/Admin/80 dated the
3rd June 2018 of Bangladesh Securities and Exchange Commission (BSEC).

Such compliance with the Corporate Governance Code is the responsibility of the
Company. Our examination was limited to the procedures and implementation thereof as
adopted by the Management in ensuring compliance to the conditions of Corporate
Governance Code. This is a scrutiny and verification and an independent audit on
compliance of the conditions of Corporate Governance Code as well as provisions of the
relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered
Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any
condition of the Corporate Governance Code.

We state that we have obtained all the information and explanations or representations,
which we have required, and after due scrutiny and verification thereof, we report that
in our opinion and subject to the remarks and observations as reported in the connected
Compliance Statement :

(a) The Company has complied with the conditions of Corporate Governance as
stipulated in the above mentioned Corporate Governance Code issued by the
Commission.
(b) The Company has complied with the provisions of the relevant Bangladesh
Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of
Bangladesh (ICSB) as required by this Code.
(c) Proper books and records have been kept by the Company as required under the
Companies Act 1994, the securities laws and other relevant laws, and
(d) The standard of governance in the Company is satisfactory.

This report, however, is no endorsement about quality of contents in the Annual Report
of the Company for the year 2021.
Al-Muqtadir Associates
Chartered Secretaries & Consultants

A.K.A. Muqtadir FCS


Dhaka, June 28, 2021 CEO & Chief Consultant

118 Annual Report 2021 Back to Table of Contents


STATEMENT OF COMPLIANCE
ANNEXURE-C
As per condition No. 1(5) (xxvii)

Status of compliance with the conditions imposed by the Commission's Notification No. SEC/CMRRCD/2006-158/207/
Admin/80 dated 3 June 2018:

Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
As at March 31, 2021 MBL Board
is comprised of 7 Directors.
Board's size: The number of the board
During the year under review
1(1) members of the company shall not be less √
from August 31, 2020 till
than 5 (five) and more than 20 (twenty):
September 22, 2020 MBL Board
comprised of 9 Directors
1(2) Independent Directors
As at March 31, 2021 there are
three Independent Directors on
the MBL Board, viz:
At least one-fifth (1/5) of the total number of Mr. Zakir Ahmad Khan, Ms.
1(2) (a) √
directors Parveen Mahmud and Mr.
Ashraful Hadi which is more
than 1/5th of the total number of
Directors.
Does not hold any share or holds less than
As declared by the Independent
1(2)(b)(i) 1% shares of the total paid-up shares of the √
Directors
Company
Not a sponsor/not connected with any
sponsor or director or nominated director
or shareholder of the Company or any of its
associates, sister concerns, subsidiaries and
parents or holding entities who holds 1% or
1(2)(b)(ii) √ Do
more shares of the total paid-up shares of the
Company on the basis of family relationship
and his or her family members are also not
allowed to hold more than 1% shares of the
total paid-up shares of the Company
Not an executive of the Company in
1(2)(b)(iii) √ Do
immediately preceding 2 (two) financial years
Does not have any other relationship, whether
1(2)(b)(iv) pecuniary or otherwise, with the company or √ Do
its subsidiary/associated Companies
Not a member or TREC holder/director/
1(2)(b)(v) √ Do
officer of any stock exchange

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Statutory Reports

Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
Not a shareholder, director excepting
independent director or officer of any member
1(2)(b)(vi) √ Do
or TREC holder of any stock exchange or an
intermediary of the capital market
Not a partner or an executive or was not a
partner or an executive during the preceding
1(2)(b)(vii) 3 (three) years of any concerned statutory √ Do
audit firm or any firm that is already engaged
with the Company
Not an independent director in more than 5
1(2)(b)(viii) √ Do
(five) listed companies
Not been convicted by a court of competent
1(2)(b)(ix) jurisdiction as a defaulter in payment of any √ Do
loan or any advance to a bank or a NBFI
Not been convicted for a criminal offence
1(2)(b)(x) √ Do
involving moral turpitude
The appointments of Mr. Zakir
Ahmad Khan and Ms. Parveen
Mahmud were considered
and recommended by the
Nomination & Remuneration
Shall be appointed by the Board and Committee of the Company
1(2)€ √
approved by the shareholders in the AGM and thereafter approved by the
Board. Their appointment will be
placed before the shareholders
for approval at the upcoming
21st Annual General Meeting of
the Company
The post cannot remain vacant for more than No post remained vacant for
1(2)(d) √
90 (ninety) days more. Than 90 (ninety) days
The Independent Directors (IDs)
are in their regular term of office.

During the year under review, Mr.


Masud Khan and Ms. Rokia Afzal
Rahman completed their second
The tenure of office shall be for a period of tenure of 3 years and ceased to
3 (three) years, which may be extended for hold office from September 22,
1 (one) tenure only. A former independent 2020.
director may be reappointed for another
1(2)€ √ Mr. Ashraful Hadi is currently on
tenure after a time gap of 3 years from his/
her completion of consecutive two tenures. his second term.
The independent directors shall not be
Mr. Zakir Ahmad Khan and
subject to retirement by rotation
Ms. Parveen Mahmud were
appointed to the Board with
effect from September 22, 2020
subject to the approval of the
shareholders and are currently
on their first tenure on the Board.

120 Annual Report 2021 Back to Table of Contents


Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
1(3) Qualification of Independent Directors
The qualification and
shall be a knowledgeable individual with
background of the IDs
integrity and able to ensure compliance
1(3)(a) √ are commensurate to the
with relevant laws as well as able to make
requirements of the position and
meaningful contribution to the business
are stated in the Directors’ Profile.
Business Leader who is or was a promoter
or director of an unlisted company having
minimum paid-up capital of Tk. 100.00
1(3)(b)(i) √ Do
million/ any listed company/a member of
any national or international chamber of
commerce or business association or
Corporate Leader who is or was a top level
executive not lower than Chief Executive Officer
or Managing Director or Deputy Managing
Director or Chief Financial Officer or Head of
Finance or Accounts or Company Secretary or
1(3)(b)(ii) √ Do
Head of Internal Audit and Compliance or Head
of Legal Service or a candidate with equivalent
position of an unlisted company having
minimum paid-up capital of Tk. 100.00 million or
of a listed company;
Former official of government or statutory
or autonomous or regulatory body in the
1(3)(b)(iii) position not below 5th grade of the national N/A Do
pay scale having minimum bachelor degree
in economics/commerce/business or law
University Teacher having educational
1(3)(b)(iv) background in Economics or Commerce or N/A Not Applicable
Business Studies or Law;
The qualification and
Practicing advocate at least in the High Court background of the IDs
1(3)(b)(v) Division of Bangladesh Supreme Court/CA/ √ are commensurate to the
CMA/CFA/CCA/CS/equivalent qualification requirements of the position and
are stated in the Directors’ Profile.
The independent director shall have at least All independent directors
1(3)€ 10 (ten) years of experiences in any field √ have more than Ten years of
mentioned in clause (b); experiences
Relaxation in special cases as to
1(3)(d) N/A No such instance
qualifications of independent director
1(4) Duality of chairperson of the Board of Directors and Managing Director or Chief Executive office
The Chairman of the Board and
CEO are different individuals
The posts of Chairman of the Board and and the Chairman is elected
1(4)(a) Chief Executive Officer are to be filled by √ from amongst the Directors. Mr.
different individuals. Saugata Gupta is the Chairman
and Mr. Ashish Goupal is the
Managing Director.

Back to Table of Contents Marico Bangladesh Limited 121


Statutory Reports

Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
MD shall not hold same position in any other
1(4)(b) √ No such instance
listed company
1(4)€ Chairperson shall be a non-executive director √ In Practice
Role and Responsibilities of
the Chairperson are clearly
The Board shall clearly define respective
described in the Corporate
roles and responsibilities of the Chairperson
1(4)(d) √ Governance Report and those
and the Managing Director and/or Chief
of the Managing Director
Executive Officer;
are defined in the Articles of
Association
In the absence of regular chairperson, the
1(4)€ other members shall elect a non-executive √ In Practice
director to chair that particular meeting
1(5) Directors’ Report to Shareholders
An industry outlook and possible future Disclosed in the Director’s Report
1(5)(i) √
developments in the industry pages 91 to 98
The segment-wise or product-wise
1(5)(ii) √ As above
performance
1(5)(iii) Risks and concerns √ As above
Discussion on Cost of Goods sold, Gross Profit
1(5)(iv) √ As above
Margin and Net Profit Margin
Discussion on continuity of any extraordinary
1(5)(v) √ As above
activities and their implications (gain or loss)
A detailed discussion on related party
1(5)(vi) √ As above
transactions
A statement of utilization of proceeds raised
1(5)(vii) through public issues, rights issues and/or √ As above
any other instruments
An explanation if the financial results
1(5)(viii) deteriorate after the company goes for IPO, √ As above
RPO, Rights Offer, Direct Listing, etc.
An explanation on any significant variance
that occurs between Quarterly Financial
1(5)(ix) √ As above
performances and Annual Financial
Statements
Remuneration paid to the directors including
1(5)(x) √ As above
independent directors
the financial statements prepared by the
management of the issuer company present
1(5)(xi) √ As above
fairly its state of affairs, the result of its
operations, cash flows and changes in equity
1(5)(xii) Maintenance of proper books of accounts √ As above
Adoption of appropriate & consistent
1(5)(xiii) √ As above
accounting policies and estimates
Follow of IAS, IFRS in preparation of the
1(5)(xiv) financial statements and any departure there √ As above
from has been adequately disclosed

122 Annual Report 2021 Back to Table of Contents


Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
A statement that the system of internal
1(5)(xv) control is sound in design and has been √ As above
effectively implemented and monitored
A statement that minority shareholders have
been protected from abusive actions by, or in
1(5)(xvi) the interest of, controlling shareholders acting √ As above
either directly or indirectly and have effective
means of redress
A statement that there is no significant doubt
upon the issuer company’s ability to continue
as a going concern, if the issuer company
1(5)(xvii) √ As above
is not considered to be a going concern, the
fact along with reasons there of shall be
disclosed
An explanation that significant deviations
from the last year’s operating results of the
1(5)(xviii) √ As above
issuer company shall be highlighted and the
reasons thereof shall be explained
A statement where key operating and
1(5)(xix) financial data of at least preceding 5 (five) √ As above
years shall be summarized
The Company Declared Interim
Cash Dividend of 700% and
An explanation on the reasons if the issuer
recommended 200% final cash
1(5)(xx) company has not declared dividend (cash or √
dividend. A total of 900% cash
stock) for the year
dividend has been declared for the
year ended on 31st March 2020
Board’s statement to the effect that no
1(5)(xxi) bonus share or stock dividend has been or √ Disclosed in the Director’s Report
shall be declared as interim dividend
The total number of Board meetings held during
1(5)(xxii) √ Disclosed in the Director’s Report
the year and attendance by each director
1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate number of shares held by:-
Parent or Subsidiary or Associated
Disclosed in Annexure-I, 132 of
(a) Companies and other related parties (name- N/A
the Director’s Report
wise details)
Directors, Chief Executive Officer, Company
Secretary, Chief Financial Officer, Head of
(b) Internal Audit and Compliance and their √ Disclosed in the Director’s Report
spouses and minor children (name-wise
details)
c) Executives and √ Disclosed in the Director’s Report
Shareholders holding ten percent (10%) or
(d) more voting interest in the company (name- √ Disclosed in the Director’s Report
wise details)
In case of the appointment or reappointment of a director, a disclosure on the following
1(5)(xxiv)
information to the shareholders:-
(a) a brief resume of the director √ Stated in the Profile of the Board

Back to Table of Contents Marico Bangladesh Limited 123


Statutory Reports

Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
nature of his or her expertise in specific
(b) √ Stated in the Profile of the Board
functional areas and
names of companies in which the person also
€ holds the directorship and the membership of √ Stated in the Profile of the Board
committees of the Board
A Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of
1(5)(xxv) the company’s position and operations along with a brief discussion of changes in the financial
statements, among others, focusing on:
Presented in Management’s
accounting policies and estimation for
(a) √ Discussion and Analysis at
preparation of financial statements
pages 99 to 102
changes in accounting policies and
estimation, if any, clearly describing the
Presented in Management’s
(b) effect on financial performance or results √
Discussion and Analysis
and financial position as well as cash flows in
absolute figure for such changes
comparative analysis (including effects of
inflation) of financial performance or results
Presented in Management’s
(c) and financial position as well as cash flows for √
Discussion and Analysis
current financial year with immediate preceding
five years explaining reasons there of
compare such financial performance or
Presented in Management’s
(d) results and financial position as well as cash √
Discussion and Analysis
flows with the peer industry scenario
briefly explain the financial and economic Presented in Management’s
(e) √
scenario of the country and the globe Discussion and Analysis
risks and concerns issues related to the
Presented in Management’s
(f) financial statements, explaining such risk and √
Discussion and Analysis
concerns mitigation plan of the company and
future plan or projection or forecast for
company’s operation, performance and
Presented in Management’s
(g) financial position, with justification thereof, √
Discussion and Analysis
i.e., actual position shall be explained to the
shareholders in the next AGM
Declaration or certification by the CEO and
the CFO to the Board as required under Attached with the Director’s
1(5)(xxvi) √
condition No. 3(3) shall be disclosed as per Report
Annexure-A and
The report as well as certificate regarding
compliance of conditions of this Code as Attached with the Director’s
1(5)(xxvii) √
required under condition No. 9 shall be Report
disclosed as per Annexure-B and Annexure-C.
1(6) Meeting of the Board
Duly conducted the Board
meetings and recorded the
Shall conduct Board meetings and record the
√ minutes as per BSS and the
minutes as per BSS
BSEC Notifications pertaining to
meetings on digital platform.

124 Annual Report 2021 Back to Table of Contents


Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer
Code of conduct for the Chairman, other
1(7)(a) √ In Practice
Board members and Chief Executive Officer
The Code of Conduct available
on the website of the Company
Availability of Code of Conduct on the
1(7)(b) √ at https://marico.com/
website of the Company
bangladesh/about-us/code-of-
conduct
2 Governance of Board of Directors of Subsidiary Company:
Same provisions shall be applicable for
2(a) composition of the Board of the holding and N/A
the Board of the subsidiary
At least one independent director on the Board
2(b) of the holding Company shall be a director on N/A
the Board of the subsidiary Company
The minutes of the Board meeting of the
subsidiary company shall be placed for
2 (c) N/A
review at the following Board meeting of the
holding company
The minutes of the respective Board meeting
of the holding company shall state that they
2(d) N/A
have reviewed the affairs of the subsidiary
company also
The Audit Committee of the holding company
shall also review the financial statements,
2 (e) N/A
in particular the investments made by the
subsidiary company.
3(1) MD or CEO, CFO, Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS).-
3(1)(a) Appointment of MD or CEO, CFO, HIAC and CS √ Complied
Mr. Ashish Goupal is the
Managing Director, Mr. Elias
Ahmed is the Chief Financial
Different individuals are in the position of MD
3(1)(b) √ Officer, Ms. Christabel Randolph
or CEO, CFO, HIAC and CS
is the Company Secretary and
Mr. Atiar Rahman is the Head of
Internal Audit & Compliance
The MD or CEO, CS, CFO and HIAC don’t hold
3(1)(c) any executive position in any other company √ In Practice
at the same time
Clearly define respective roles, responsibilities
3(1)(d) √ In Practice
and duties of the CFO, the HIAC and the CS
The MD or CEO, CS, CFO and HIAC shall
not be removed from their position without
3(1)(e) approval of the Board as well as immediate √ In Practice
dissemination to the Commission and stock
exchange(s).

Back to Table of Contents Marico Bangladesh Limited 125


Statutory Reports

Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
Attendance in the meetings of the Board of
3(2) √ In Practice
MD or CEO, CS, CFO and HIAC
Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
3(3)(a)
to certify to the Board that the financial statements-
Does not contain materially untrue statement
3(3)(a)(i) and omit any material fact in the financial √ In Practice
statements certified by MD & CFO
True & fair view of financial statements
3(3)(a)(ii) √ In Practice
certified by MD & CFO
Certification of MD and CFO regarding Given in the Annual Report at
3(3)(b) √
financial statements page 117
Annual Report contains certification of MD &
3(3)(c) √ Do
CFO on financial statements
4 Board of Directors’ Committee
4(i) An Audit Committee √ In Practice
4(ii) A Nomination & Remuneration Committee √ In Practice
5 Audit Committee
The Company shall have an Audit Committee
5(1)(a) √ In Practice
as a subcommittee of the Board of Directors
Assistance of the Audit Committee to the
5(1)(b) √ In Practice
Board
Responsible to the Board and the duties of There is an Audit Committee
5(1)(c) the Audit Committee shall be clearly set forth √ with roles and responsibilities
in writing clearly defined in its Charter
5(2) Audit Committee composition:
The Audit Committee is
(a) at least 3 members √
comprised of 5 (Five) members
In Practice. 3(three) are
independent directors and
All members are to be non-executive 2(two) members are non-
(b) directors except chairman of the board and √ executive directors. The
one member shall be an independent director Managing Director is a
permanent invitee to the
committee.
The qualifications and
expertise of the members are
commensurate to their role and
have been duly reviewed by
Financial literacy & minimum 10 years’ the Board. All members of the
(c) √
experience of members Audit Committee are 'financially
literate' as declared by them
and have 'related financial
management experience' as per
the BSEC notification.

126 Annual Report 2021 Back to Table of Contents


Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
Mr. Masud Khan, Independent
Director, completed his second
term on the Committee which
expired on 22 September 2020.
Vacancy of office of audit committee
5(2)(d) member, in case of his/ her expiry or inability √ Thereafter Ms. Parveen Mahmud,
to hold office Independent Director, was
appointed to the Board on 31
August 2020 and took over as
Chairperson of the Committee with
effect from 22 September 2020.
The company secretary shall act as the
5(2)(e) √ In Practice
secretary of the Committee
At least 1 (one) independent director in
5(2)(f) √ In Practice
quorum of the committee
Mr. Masud Khan, Independent
Director, acted as Chairman
of the Audit Committee till 22
September 2020.
An independent director shall be Chairman of
5(3)(a) √ Thereafter Ms. Parveen
the committee
Mahmud, Independent Director,
took over as Chairperson of the
Committee with effect from 22
September 2020.
Chairman in the absence of regular Chairman There were no such instance
5(3)(b) √
of the Committee during FY 2020-21.
Audit Committee Chairman’s presence in
5(3)(c) √ In Practice
Annual General Meeting
Total 4 meetings were held
5(4)(a) At least its four meetings in a financial year √
in the year
Quorum: two members or 2/3 of total audit
5(4)(b) √ In Practice
committee member
5(5)(a) Oversee the financial reporting process √ In Practice
Monitor choice of accounting policies and
5(5)(b) √ In Practice
Principles
5(5)(c) Monitor Internal Audit & Compliance Process √ In Practice
Oversee hiring and performance of external
5(5)(d) √ In Practice
Auditors
Meeting with the external or statutory
auditors for review of the annual financial
5(5)(e) √ In Practice
statements before submission to the Board
for approval or adoption
review along with the management,
5(5)(f) the annual financial statements before √ In Practice
submission to the Board for approval

Back to Table of Contents Marico Bangladesh Limited 127


Statutory Reports

Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
Review the quarterly and half yearly financial
5(5)(g) statements before submission to the board √ In Practice
for approval
Review the adequacy of internal audit
5(5)(h) √ In Practice
Function
Review the Management’s Discussion and
5(5)(i) √ In Practice
Analysis before disclosing in the Annual Report;
Review statement of all related party
5(5)(j) √ In Practice
transactions submitted by the management;
Review Management Letters or Letter of Internal
5(5)(k) √ In Practice
Control weakness issued by statutory auditors;
Oversee the determination of audit fees
based on scope and magnitude, level of
5(5)(l) expertise deployed and time required for √ In Practice
effective audit and evaluate the performance
of external auditors
There was no IPO/RPO/Rights
Oversee about the uses/applications of funds
5(5)(m) N/A issue in 2020-21 or in the
raised through IPO or RPO or Rights Share Offer
recent past.
5(6) Reporting of the Audit Committee
Audit Committee reports to
the Board and key agenda are
5(6)(a)(i) Reporting to the Board of Directors √ adopted at the audit committee
prior to placing the same before
the Board.
5(6)(a)(ii)(a) Report on conflicts of interests √ In practice
Report on suspected or presumed fraud
5(6)(a)(ii)(b) or irregularity or material defect in internal √ In Practice
audit/financial statements
Report on suspected infringement of laws &
5(6)(a)(ii)(c) √ In Practice
regulatory compliances
Any other matter deems necessary to
5(6)(a)(ii)(d) √ In Practice
disclose
Report on unreasonably ignored rectification No such situation arose during
5(6)(b) √
to the Commission the year.
The Audit Committee Report,
Reporting to the Shareholders and General
5(7) √ signed by the Chairman is
Investors
presented in this Annual Report
6 Nomination and Remuneration Committee (NRC)
6(1)(a) NRC as a sub-committee of the Board √ Already in place
The NRC duly discharged its
6(1)(b) Assists the Board in formulating NRC policy √
responsibilities
There is a clearly defined terms
of reference and charter of
6(1)(c) Clearly defined terms of reference of NRC √
the NRC duly reviewed and
approved by the Board.

128 Annual Report 2021 Back to Table of Contents


Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
6(2) Constitution of the NRC
The NRC is comprised of 3
(Three) permanent members
and 2 (Two) advisory (non-
At least three members including an
6(2)(a) √ voting) Members, and the
independent director
Chairman of the Board is
the permanent invitee to the
Committee.
All members of the Committee shall be non-
6(2)(b) √ In Practice
executive directors
In Practice. Mr. Zakir Ahmad
Khan, Independent Director was
Members of the Committee shall be
6(2)(c) √ appointed to the Committee as
nominated and appointed by the Board
Chairperson with effect from 22
September 2020.
The Board reserve the authority to remove
6(2)(d) √ In Practice
and appoint any member of the Committee;
The Board shall fill the vacancy in case of
No such instance arose during
6(2)(e) death, resignation, disqualification, or removal √
the year
of any member
The Chairperson may appoint external expert No such requirement arose
6(2)(f) √
for advice or suggestion during the year
The company secretary shall act as the
6(2)(g) √ In Practice
secretary of the Committee
6(2)(h) Quorum: with at least an independent director √ In Practice
No remuneration other than director fees/
6(2)(i) √ In Practice
honorarium for any member
6(3) Chairperson of the NRC
Ms. Rokia Afzal Rahman,
Independent Director, acted as
Chairperson of the Committee till
22 September 2020.
6(3)(a) Chairman: an independent director √ From 22 September 2020 the
Board appointed Mr. Zakir
Ahmad Khan, Independent
Director, as Chairperson of the
Committee.
In the absence of regular Chairman, No such instance arose during
6(3)(b) √
Chairman from other members the year
6(3)© Chairman’s presence in annual general meeting √ In Practice
6(4) Meeting of the NRC
In practice. The NRC met 4 times
6(4)(a) At least one meeting in a financial year √
in the last year.
Any emergency meeting upon request by No such instance arose during
6(4)(b) √
any member of the NRC the year

Back to Table of Contents Marico Bangladesh Limited 129


Statutory Reports

Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
Quorum: Higher of two members or 2/3
All meetings fulfilled the
6(4)© of total members including at least one √
necessary quorum requirement.
independent director
Confirmation of minutes in the next meeting
√ In Practice
of the NRC
6(5) Role of the NRC
Shall be independent and responsible
6(5)(a) or accountable to the Board and to the √ In Practice
shareholders
NRC shall oversee, among others,
6(5)(b) following matters and make report with
recommendation to the Board:-
6(5)(b)(i)
The level and composition of remuneration
shall be reasonable and sufficient to attract,
6(5)(b)(i)(a) √ In practice
retain and motivate suitable directors to run
the company successfully
Clear relationship among remuneration,
6(5)(b)(i)(b) √ In Practice
performance & benchmarks
Balance between fixed and incentive pay
reflecting short and long-term performance
6(5)(b)(i)(c) √ In Practice
objectives appropriate to the working of the
company and its goals
6(5)(b)(ii) Devising a policy on Board’s diversity √ In Practice
Identification of qualification of directors
6(5)(b)(iii) and recommendation for appointment and √ In Practice
removal
Formulating the criteria for evaluation of
6(5)(b)(iv) performance of independent directors and √ In Practice
the Board
Identifying needs for employees and
6(5)(b)(v) determine their selection, transfer or √ In Practice
replacement and promotion criteria
Developing, recommending and reviewing
6(5)(b)(vi) annually the company’s human resources √ In Practice
and training policies
Nomination and remuneration policy, the
6(5)(c) evaluation criteria and activities of NRC √ Disclosed in the Annual Report
during the year in its annual report.
7 External or Statutory Auditors
Not involved in appraisal or valuation
7(1)(i) √ As declared by the Auditors
services or fairness opinions
Not involved financial information systems
7(1)(ii) √ Do
design and implementation
Not involved in book-keeping or other
7(1)(iii) services related to the accounting records or √ Do
financial statements
7(1)(iv) Not involved as broker-dealer services √ Do

130 Annual Report 2021 Back to Table of Contents


Compliance Status
Condition
Title Not Remarks (if any)
No. Complied
complied
7(1)(v) Not involved in actuarial services √ Do
Not involved in internal audit services or
7(1)(vi) √ Do
special audit services
Not involved in any service that the Audit
7(1)(vii) √ Do
Committee determines
Not involved in audit or certification services
7(1)(viii) √ Do
on compliance of corporate governance
Not involved in any other service that creates
7(1)(ix) √ Do
conflict of interest
No partner or his/ her family or employees
7(2) of the external audit firms hold any share at √ Do
least during audit work
Auditors’ or their representative presence in
7(3) √ In Practice
the AGM
8 Maintaining a website by the Company
The official website of the
company for the benefit of
An official website linked with the website of
8(1) √ its shareholders and public at
the stock exchange
large is https://marico.com/
bangladesh
8(2) A website functional from the date of listing √ In practice
Available detailed disclosures on its website All shareholder information since
8(3) as required under the listing regulations of the √ listing is available in the “Investor
stock exchange(s). Relations” section of the website
Reporting and Compliance of Corporate
9
Governance.-
Required Certification has
been obtained from M/s Al-
Compliance certificate on Corporate
Muqtadir Associates, Chartered
9(1) Governance Code of the Commission in the √
Secretaries, for the year 2020-21
Annual Report.
which is presented in this Annual
Report
The appointment shall be placed
The compliance auditor shall be appointed before the shareholders at the
9(2) √
by the shareholders in the AGM upcoming 21st Annual General
Meeting
Required Annexure-C is
9(3) Annexure-C attached in the directors’ report √ presented in this Annual Report
at page 119-131

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Statutory Reports

SHAREHOLDING PATTERN
ANNEXURE-I
(a) Shareholding details of Parent or Subsidiary or Associated Companies as on 31st March, 2021

Name Status Number of shares held*


Marico Limited Parent Company 28,350,000

* Out of which, 1 (One) Share is held by Mr. Harsh Mariwala, Promoter/Sponsor of the Company

(b) Shareholding details of Director, CEO, CFO, CS and HIAC and their spouses and minor children
as on 31st March, 2021

Name Position Number of shares held


Ms. Parveen Mahmud Independent Director Nil
Mr. Zakir Ahmad Khan Independent Director Nil
Mr. Ashraful Hadi Independent Director Nil
Mr. Saugata Gupta Director 1
Mr. Sanjay Mishra Director 1
Mr. Ashish Goupal Managing Director Nil
Mr. Elias Ahmed CFO Nil
Ms. Christabel Randolph Company Secretary Nil
Mr. Atiar Rahman Head of Internal Audit & Compliance Nil

(c) Shareholding details of top 5 salaried executives of the Company as on 31st March, 2021

Name Position Number of shares held


Mr. Md. Saiful Alam Director - Manufacturing Nil
Mr. Allen Ebenezer Eric Director - Marketing Nil
Mr. Md. Habibur Rahman Director - Supply Chain Nil
Mr. Ashish Mane Director - Human Resources Nil
Mr. Mir Shahadat Hossain Head-Marketing Insights Nil

(d) Shareholders holding ten percent or more voting interest in the Company

Name Status Number of shares held


Marico Limited Parent Company 28,350,000

132 Annual Report 2021 Back to Table of Contents


DIVIDEND PATTERN
ANNEXURE-II
The cash dividend granted by the Company since its listing on the Stock Exchanges is described below:-

Q1 Q2 Q3 Mid-Q Q4 H2 EXT Q5 EXT Q6 Total


FY’09 25% 25%
FY 10-11 20% 25% 45%
FY’12 100% 100%
FY’13 100% 50% 150%
FY’14 150% 200% 500% 50% 900%
FY’15 150% 225% 50% 425%
FY’16 300% 100% 50% 450%
FY’17 150% 300% 50% 500%
FY’18 - 250% 250% 100% 600%
FY’19 150% 250% 200% 50% 650%
FY’20 250% 200% 300% 200% 950%
FY’21 300% 200% 200% 200% 900%

Your Company’s wealth distribution philosophy aims at sharing its prosperity with its shareholders. The upward
trend reflects consistency in the Company’s dividend disbursements over the years and commitment to ensure that
shareholders’ value is maximized.

This year our Board of Directors declared respectively 300%, 200% and 200% interim cash dividends on Q1, Q2 and Q3
earnings disclosure, all of which have been subsequently paid and the Board has announced a final cash dividend of
200% on earnings disclosure of Q4, which if approved by the shareholders at the 21st AGM will take the dividend tally to
900% for the year which is the second highest total cash dividend payout in our history, amidst the COVID-19 pandemic.

Back to Table of Contents Marico Bangladesh Limited 133


Statutory Reports

DIVIDEND DISTRIBUTION POLICY


1. Objective relating to declaration, entitlement, and distribution of
Dividend.
The objective of this Dividend Distribution Policy (“the “Company” shall mean Marico Bangladesh Limited.
Dividend Distribution Policy”) is to ensure the right
“Chairman” shall mean the Chairman of the Board of
balance between the quantum of dividend paid and
Directors of the Company.
profits retained in the business for various purposes. In
addition, this Policy will also ensure that the distribution “Board” or “Board of Directors” shall mean the Board
of dividend is implemented pursuant to the applicable of Directors of the Company.
legislation in the interests of the shareholders and the “Dividend” means any sum payable or distributed to
Company and will also address the management of members/shareholders out of profits or reserves of the
unclaimed dividends. Company available for that purpose, for a particular
period, against each share the member/shareholder
2. Scope and Legal Basis owns.
“MD & CEO” shall mean Managing Director and Chief
This Dividend Policy sets out the principles applicable Executive Officer of the Company.
to the declaration and distribution of dividend to be
made by the Company in accordance with its Articles Of “Policy or this Policy” shall mean this Dividend
Association and applicable laws. Distribution Policy.

This Policy has been prepared pursuant to the Directive 5. Interpretation


dated 14th January 2021 bearing reference No. BSEC/
CMRRCD/2021-386/03 issued by the Bangladesh In this Policy, unless the contrary intention appears:
Securities and Exchange Commission (BSEC). In
accordance with the BSEC Directive dated 7th March (a) the clause headings are for ease of reference only
2021 bearing reference No. BSEC/CMRRCD/2021-388/07 and shall not be relevant to interpretation;
compliance under the Directive dated 14th January 2021
will commence from 1st July 2021. (b) a reference to a clause number includes a reference
to its sub-clauses;
3. Philosophy
(c) words in singular number include the plural and vice
The philosophy of the Company is to maximize versa;
shareholders’ wealth in the Company through various
means. The Company believes that driving growth creates (d) Words and expressions used and not defined in
maximum shareholder value. Thus, the Company would this Policy but defined in Companies Act, 1994 or
first utilise its profits for working capital requirements, rules made thereunder or Securities and Exchange
capital expenditure to meet expansion needs, reducing Commission Act, 1992 or regulations made
debt from its books of accounts, earmarking reserves for thereunder or Depositories Act, 1999 and Articles
inorganic growth opportunities and thereafter declare of Association of the Company shall have the
and distribute profits in the form of Dividend to the meanings respectively assigned to them in those
shareholders. Acts, Rules and Regulations.

4. Definitions 6. Principles of declaration of Dividend

Unless repugnant to the context: Dividend shall be declared on per share basis on
“Act” shall mean the Companies Act, 1994 including the the Ordinary shares of the Company. Presently, the
Rules made thereunder, as amended from time to time. Authorised Share Capital of the Company is divided into
equity/ordinary shares of face value BDT 10 each. The
“Applicable Laws” shall mean the Companies Act, 1994 Company has no other class of shares. The Board shall
and rules made thereunder, the Securities and Exchange recommend or declare the amount of dividend on each
Laws, the Stock Exchanges’ Listing Regulations and such share based on financial parameters set out below:
other Rules, Regulations, Directive, Circular and Order

134 Annual Report 2021 Back to Table of Contents


6.1 Internal Factors 7.2 Where Dividend declaration or recommendation is
proposed for consideration of the Board it shall be a
(a) Consolidated net operating profit after tax; specific agenda for consideration.

(b) Working capital requirements;


7.3 Pursuant to the provisions of applicable laws and
(c) Capital expenditure requirements; this Policy, interim Dividend (if any) declared by the
(d) Resources required to fund acquisitions and / or Board of Directors may be paid to the shareholders
new businesses and final Dividend, if any, recommended by the
Board of Directors, will be subject to shareholders
(e) Cash flow required to meet contingencies;
approval, at the ensuing Annual General Meeting of
(f) Outstanding borrowings the Company. No larger Dividends shall be declared
(g) Past Dividend Trends than is declared or recommended by the Board of
Directors. However, the Company in Annual General
6.2 External Factors Meeting may declare a smaller Dividend.

(a) Prevailing legal requirements, regulatory conditions 7.4 The stock-broker or a merchant banker or a
or restrictions laid down under the Applicable Laws portfolio-manager of the margin client or customer
including tax laws. shall request the Company within 7 (seven) days
from the Record Date to pay the Dividends into
6.3 The shareholders of the Company may not expect respective account maintained by the stock broker
Dividend under the following circumstances: or a merchant banker or a portfolio manager of
the margin client or customer. All such requests
(a) Whenever it undertakes or proposes to undertake shall be made to the designated email address of
a significant expansion project requiring higher the Company for this purpose and may also be
allocation of capital; delivered to the Company by any other means.
(b) Significantly higher working capital requirements
adversely impacting free cash flow; 7.5 The Company shall pay all Dividends in accordance
with this Policy through BEFTN.
(c) Whenever it undertakes any acquisitions or joint
ventures requiring significant allocation of capital;
7.6 The Company shall ensure compliance to applicable
(d) Whenever it proposes to utilise surplus cash for buy- laws and this Policy in relation to Dividend declaration
back of securities; or and distribution by the Company.
(e) In the event of inadequacy of profits or whenever
the Company has incurred losses. 8. Unpaid or Unclaimed Dividend
(f) Any rules, Directive or guidance issued by BSEC on
declaration or distribution of dividend. Pursuant to the Directive No. BSEC/CMRRCD/2021-386/03
dated 14.01.2021, the Company shall maintain a Bank
The Board may consider not declaring Dividend or Account namely “Unclaimed Dividend Account”, where
may recommend a lower payout for a given financial unpaid or unclaimed Dividend shall be kept for a period of
year, after analyzing the prospective opportunities and 3 (three) years from the date of declaration or approval
threats or in the event of challenging circumstances such date or record date. After elapse of the afore-mentioned
as regulatory and financial environment. The Board will period, if any Dividend remains unpaid or unclaimed or
provide rationale in the Annual Report in the event of not unsettled, such Dividend along with accrued interest shall
declaring Dividend. be transferred to a Fund maintained by Bangladesh
Securities Exchange Commission.
7. Procedure for Declaration and Distribution
of Dividend 9. Procedure for claiming unpaid Dividend

7.1 The Chief Financial Officer (CFO) in consultation 9.1 The Company has a mechanism in place for
with the MD & CEO, and the Company Secretary of claiming unpaid or unclaimed Dividend which is as
the Company shall recommend any amount to be follows:
declared/ recommended as Dividend to the Board
of Directors of the Company. 9.1.1 Shareholders are required to make an “Application for

Back to Table of Contents Marico Bangladesh Limited 135


Statutory Reports

Unpaid Dividend” in the format set out in this Policy. in the Annual Report and in the Quarterly Financial
For the ease of shareholders, the Application Form is Statements. The Company shall also publish such record
available on the Company website and at its office. in its website in accordance with the Directive No. BSEC/
CMRRCD/2021-386/03 dated 14.01.2021.
9.1.2 Shareholders may apply in person at the Corporate
Office of the Company or submit their application 11. General
over email to [email protected]
This Dividend Policy would be subject to revision/
9.1.3 Unpaid Dividends will be paid to the shareholders, amendment in accordance with changes in applicable
upon verification of the relevant BO ID information, cell laws or the guidelines issued by BSEC or such other
phone number and email address maintained with the regulatory authority as may be authorized, from time to
Central Depository of Bangladesh Limited (CDBL) time, on the subject matter.

9.1.4 Unpaid Dividends will be paid through issuance of The Board shall review this Policy annually. Upon
Dividend warrant/BEFTN/other banking channels recommendation of the Board, the Company reserves
within 15(Fifteen) working days. its right to alter, modify, add, delete or amend any of the
provisions of this Policy.
9.2 For the avoidance of doubt, all Dividend payments
from the Company shall be subject to applicable In case of any amendment(s), clarification(s), circular(s)
taxes and shall not bear any interest or whatsoever. etc. issued by the relevant authorities, not being consistent
with the provisions laid down under this Policy, then
10. Disclosure of Dividend Information such amendment(s), clarification(s), circular(s) etc. shall
prevail upon the provisions hereunder and this Policy
The Company maintains a record of unpaid or unclaimed shall stand amended accordingly from the effective date
Dividend. Summary of such record shall be available as laid down under such amendment(s), clarification(s),
circular(s) etc.

136 Annual Report 2021 Back to Table of Contents


Application for Unpaid Dividend

The Company Secretary Date:


Marico Bangladesh Limited
Telephone No:
E-mail: [email protected]

Dear Sir/Madam

I/We Shareholder(s) of the Company


request you to pay my/our unpaid dividend for the period mentioned below and update my account with the following
information for the payment of unpaid dividends.

BO ID
Allotment Number
Number of Shares
Email (As per CDBL)
Mobile Number (As per CDBL)
National Identification Number (NID)
Bank Account Number
Routing Number
Name of the Bank and Branch
Bank Account Beneficiary Name
Period of unpaid dividend with details

Yours faithfully,

Signatures of the shareholder(s) as per NID


Address:

Notes:
(a) The Shareholder must enclose NID and relevant documents evidencing BO ID, Allotment Number,
Number of Shares and Bank Information.
(b) The Company shall not be liable of any consequences in the event the shareholder furnishes untrue
information.
(c) The payment of dividend shall be subject to verification.

Back to Table of Contents Marico Bangladesh Limited 137


Statutory Reports

MARICO CODE OF CONDUCT


Marico's sustainable growth story rests on an empowering
work culture based on trust and accountability. The
unique culture at Marico is based on our values which is
the DNA of our organization, immersed in every member
across hierarchies and geographies. The Code makes
sure that all businesses conducted by Marico in any
capacity are done in an ethical and sustainable manner
while being beneficial to all our stakeholders. It helps us
take the right decisions, especially during challenging or
conflicting/ambiguous moments. The CoC defines what
is expected from members and associates alike. The CoC
is a set of guidelines highlighting the desired behaviors
and actions from our members to:

• conduct our business in an ethical manner and


• ensure highest levels of governance across the
organization
• enable discrimination & harassment free work
environment.
• create a work environment that is conducive to
members & associates alike, based on our values
Marico has a uniform Code of Conduct (CoC) that
and culture
applies to all business units within the Marico group and
In the event of a conflict between any provision of the
to all directors (executive and non-executive), members,
CoC and the law of land, the law will always prevail and
interns, apprentices, secondees and third parties or the management will take immediate steps to align the
business associates who act on behalf of the Company. provisions of the CoC with applicable laws.

Core Elements of the CoC

Business Company Assets, Workplace Grievance Other Policies


Integrity Financial Integrity & Integrity Redressal part of CoC
Confidentiality

138 Annual Report 2021 Back to Table of Contents


Business Integrity Encompasses

Conflict of Interest. No Bribery and Anti Corruption Ethical Working with associates

Ethical Gifts & Entertainment Compliance with laws of the land Anti Money laundering

Company Assets, Financial Integrity & Confidentiality Includes

Company Assets Financial Integrity Confidentiality

• Usage of Company Assets • Maintenance of accurate • Confidential Information


• Electronic Usage records • Information Security
• Dissemination of financial
information
• Employment records
• Adherence to company’s
policies & SOPs involving
use of company’s funds
• Prohibition of Insider Trading

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Statutory Reports

Workplace Integrity Encompasses

Respecting Protection
Drugs & Harassment Privacy & from
Alcohol Abuse Free Confidentiality Retaliation for
at Workplaces Workplace of members Whistleblowing

Prohibition on Equal Authorised


Abuse of Opportunity Representation
Position/ Workplace on behalf of
Designation company

Administration & Governance of Code

BOARD

AUDIT COMITTEE

CoC COMITTEE MD & CEO

PoSH COMITTEE

Administration & Governance of the CoC is ensured at the highest level with the Audit Committee exercising regular
oversight over the functioning of the CoC, issues reported and actions taken.

The Prevention of Sexual Harassment Committee is formed in accordance with the Directives issued by the Hon’ble
High Court Division in Petition No. 5916 of 2008 which was a public interest litigation requiring all organizations to put in
place an internal committee with external members/representation.

140 Annual Report 2021 Back to Table of Contents


Mandatory online
learning cum certification
course on joining

Separate training on
PoSH Policy & Insider Classroom
Trading Rules induction on joining

Imparting
CoC Education

Annual online learning Weekly


cum certification by all Email- Series
members

Quarterly affirmations on
compliance of CoC by
senior members

A 360⁰ Ethics & Compliance Program is run to educate members, business associates and vendors towards preventing
breaches and encouraging reporting of the same

Back to Table of Contents Marico Bangladesh Limited 141


Statutory Reports

BAPLC CERTIFICATE

142 Annual Report 2021 Back to Table of Contents


Back to Table of Contents Marico Bangladesh Limited 143
Shareholders' Information

ANNUAL REPORT CHECKLIST


Particulars Page Number
Corporate Objectives, Values & Structure
Clarity and presentation:
Vision and Mission 14
Overall strategic objectives 14-15
Core values and code of conduct/ethical principles 13 and 138-141
Profile of the Company 10-11
Director’s profiles and their representation on Board of other companies & Organization Chart 34-41
Management Report and analysis including Director’s Report / Chairman’s Review/ CEO’s Review etc.
A general review of the performance of the company 23-24 and 99-102
Description of the performance of the various activities/ products/ segments of the company and its 91-98
group companies during the period under review. (Weight age to be given for pictorial/ graphical/
tabular presentations used for this purpose)
A brief summary of the Business and other Risks facing the organization and steps taken to effectively 92, 101 and 113-115
manage such risks
A general review of the future prospects/ outlook. 91-92 and 101-102
Information on how the company contributed to its responsibilities towards the staff (including 75-78
health & safety)
Information on company's contribution to the national exchequer & to the economy 11, 63 and 96
Sustainability Reporting
Social Responsibility Initiatives (CSR) 87-89
Environment related Initiatives 85-86
Environmental & Social Obligation 87-89
Integrated Reporting 59-89
Appropriateness of Disclosure of Accounting policies and General Disclosure
Disclosure of adequate and properly worded accounting policies relevant to Assets, liabilities, Income 191-201
and expenditure in line with best reporting standards
Any specific accounting policies 191-201
Impairment of Assets 165, 168, 170, 183 and
199-200
Changes in accounting policies/Changes in accounting estimates 100
Accounting policy on subsidiaries (if there is no subsidiary, full marks should be granted) N/A
Segment Information
Comprehensive segment related information bifurcating Segment revenue, segment results and
segment capital employed
Availability of information regarding different segments and units of the entity as well as non-segmental
entities/ units
Segment analysis of
92 and 184
• Segment Revenue
• Segment Results
• Turnover
• Operating profit
• Carrying amount of Net Segment assets

144 Annual Report 2021 Back to Table of Contents


Particulars Page Number
Financial Statements (Including Formats)
Disclosures of all contingencies and commitments 200
Comprehensive related party disclosures 93-94 and 179-182
Disclosures of Remuneration & Facilities provided to Directors & CEO 97 and 181
Statement of Financial Position / Balance Sheet and relevant schedules 158
Income Statement / Profit and Loss Account and relevant schedules 159
Statement of Changes in Equity / Reserves & Surplus Schedule 160
Disclosure of Types of Share Capital 174-175
Statement of Cash Flow 161
Consolidated Financial Statement (CFS) N/A
Extent of compliance with the core IAS/IFRS or equivalent National Standards 162-163
Disclosures / Contents of Notes to Accounts 162-201
Information about Corporate Governance
Board of Directors, Chairman and CEO 34-39 and 97
Audit Committee (Composition, role, meetings, attendance, etc.) Internal Control Management & Risk 103-105
NRC Committee 106-107
Ethics & Compliance 108 and 142
Remuneration and other Committees of Board 103, 106 and 110-111
Human Capital 75-78
Communication to Shareholders & Stakeholders
- Information available on website 31
- Other information
Management Review and Responsibility 109-112
Disclosure by Board of Directors or Audit Committee on evaluation of Quarterly Reports 103-105
Any other investor friendly information 29-31, 91-92 and
101-102
Risk Management & Control Environment
Description of the Risk Management Framework
Risk Mitigation Methodology 113-115
Disclosure of Risk Reporting
Stakeholders Information
Distribution of shareholding (Number of shares as well as category wise, e.g. Promoter group, FII etc.) 30 and 132
Shares held by Directors/Executives and relatives of Directors/ Executives 132
Redressal of investors' complaints 31
Graphical/ Pictorial Data:
Earnings per Share 23 and 26
Net Assets 25
Stock Performance 29
Shareholders’ Funds 30
Return on Shareholders Fund 28

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Shareholders' Information

Particulars Page Number


Horizontal/ Vertical Analysis including following.
Total Revenue
Operating profit
Profit Before Tax 32
Profit after Tax
EPS
Statement of Financial Position (Balance Sheet)
Shareholders Fund 30 and 32
Property Plant & Equipment 32
Net Current Assets 32
Long Term Liabilities/ Current Liabilities 32
Profitability/ Dividends/ Performance and Liquidity Ratios
Gross Profit Ratio 28
Earning before Interest, Depreciation and Tax 26
Price earning ratio 30
Current Ratios 28
Return on Capital Employed 28
Debt Equity Ratio 24 and 27
Statement of Value Added and Its Distribution
Government as Taxes 70
Shareholders as dividend
Employees as bonus/ remuneration
Retained by the entity
Market share information of the Company’s product/ services 59, 92
Economic value added 70
Presentation of Annual Report & Financial Statements
Quality of the Report/ Layout of Contents Qualitative
Cover and printing including the theme on the cover page Qualitative
Appropriateness and effectiveness of photographs and their relevance Qualitative
Effectiveness of Charts and Graphs Qualitative
Clarity, simplicity and lucidity in presentation of Financial Statements Qualitative
Timeliness in issuing Financial Statements and holding AGMs
3 months’ time to produce the Annual Report and hold AGMA AGM is scheduled
Delay after the initial period of 3 months to be held timely on
Monday, 26th July,
If the period is over 6 months
2021
Additional Disclosures
Corporate Governance Certificate 118
Certificate of Due Diligence by CEO/MD & CFO 117

146 Annual Report 2021 Back to Table of Contents


NOTICE OF THE TWENTY-FIRST
ANNUAL GENERAL MEETING
NOTICE is hereby given to all Members/Shareholders of Marico Bangladesh Limited that the 21st Annual General
Meeting (AGM) of the Company will be held on Monday, 26th July at 10.00 A.M. via digital platform hosted from the
Corporate Office of the Company to transact the following businesses:

AGENDA
Ordinary Business
1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2021
together with the Reports of the Directors and the Auditors thereon.

2. To approve and declare Final Dividend for the year ended March 31, 2021 as recommended by the Board of Directors
of the Company.

3. To approve appointments to the Board and elect/re-elect Directors due to rotation & retirement

4. To appoint A. Qasem & Co as Statutory Auditors of the Company and fix their remuneration for the financial year
ending March 31, 2022.

5. To appoint Al-Muqtadir & Associates as Corporate Governance Auditor pursuant to condition 9(i) of the Corporate
Governance Code 2018

Special Business

6. Pursuant to BSEC notification no. BSEC/CMRRCD/2009-193/2/Admin/103 dated 5 February 2020, to consider and
approve the related party transactions between the Company and its associated company, Marico Middle East, as
set out in Note 27 of the Auditor’s Report & Financial Statements of the Company and pursuant to BSEC notification
no. BSEC/CMRRCD/2009-193/10/Admin/118 dated 22 March 2021 to further approve related party transactions
in the Financial Year 2021-22, for sale or purchase of assets in excess of 1% and for the sale or purchase of raw
material, packaging material or finished goods in excess of 10% of the Company’s revenue for Financial Year 2020-
21, in the normal course of business and on an arm's length basis.

Dhaka By Order of the Board


Date: 26 June 2021 For, Marico Bangladesh Limited

Corporate Office:
Marico Bangladseh Limited Chirstabel Randolph
The Glass House, Level.06, Plot.02, Block.SE(B) Company Secretary
Gulshan Avenue, Dhaka-1212

NOTES:

1. Members/Shareholders whose names appear on the Shareholders/Depository Register on the “Record Date” i.e.
Thursday, 27 May 2021 are eligible to attend the 21st Annual General Meeting (AGM) and receive the final dividend
approved at the AGM.

2. A Member entitled to attend and vote at the AGM may appoint a Proxy to attend and vote in his/her stead. The
“Proxy Form”, duly filled, signed and stamped at BDT 20 must be sent through email to the Company’s secretarial
department at [email protected] no later than 72 hours before commencement of the AGM.

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Shareholders' Information

3. Members/Shareholders are requested to update their respective BO Accounts with their relevant information
including 12-digit Taxpayers’ Identification Number (TIN), bank account details, e-mail address, cell phone number
and mailing address, through their respective Depository Participants.

4. Pursuant to the Bangladesh Securities and Exchange Commission’s Directives dated 23rd March 2021 under
Reference Number: BSEC/CMRRCD/2009-193/12 the 21st Annual General Meeting will be a virtual meeting
conducted via live webcast through digital platform.

5. The Company will send the Annual Report 2021 with Proxy Form and Attendance Slip in soft format to the e-mail
of the shareholders as per their BO account details maintained with CDBL. In case of non-receipt of Annual
Report 2021 sent through email, shareholders may collect the same from the company’s website: www.marico.
com/bangladesh.

6. The joining details and Frequently Asked Questions (FAQs) will be available in the Annual Report and published
on the Investor Relations section of the Company’s website at: https://marico.com/bangladesh. It will also be
communicated to the e-mail address and cell phone number of Shareholders’ as per the details in their BO accounts.

7. Members/Shareholders can join virtual AGM from Laptop, PC, Mobile or Tab with following link at https://tinyurl.
com/maricoagm2021 or by scanning the QR Code below.

Proposed Ordinary Resolution for Agenda No. 6

“RESOLVED THAT, approval is hereby granted for the related party transactions between the Company and its
associated company, Marico Middle East, as set out in Note 27 of the Auditor’s Report & Financial Statements of the
Company;

FURTHER RESOLVED THAT, approval is further granted for related party transactions in the Financial Year 2021-22, for
sale or purchase of assets in excess of 1% and for the sale or purchase of raw material, packaging material or finished
goods in excess of 10% of the Company’s revenue for Financial Year 2020-21, in the normal course of business and on
an arm's length basis.”

Explanatory Statement for Agenda No. 6

The Company carries out a number of transactions with its parent and associated companies in the normal course
of business and on an arm's length basis including the purchase of raw material, packaging material, finished goods,
machinery or equipment as well as recharges for services, sale of finished goods and packaging materials and remittance
of royalty and technical assistance fees. The purchase from associated companies is done to achieve economies of
scale, supply assurance and consistent quality. Considering its growth plans, the Company envisages that transactions
with related parties being Marico Middle East (MME), Marico Limited (ML), Marico South-East Asia (SEA), would either
individually or in the aggregate, likely exceed the 1% threshold in the case of sale or purchase of raw materials and may
exceed the 10% threshold for the purchase of assets being machinery and equipment. Hence approval is being sought
from the Shareholders for the said related party transaction(s) proposed to be entered into by the Company in the
financial year 2021-22. The Board, as such, recommends the above ordinary resolution for members’ approval.

148 Annual Report 2021 Back to Table of Contents


FREQUENTLY ASKED QUESTIONS (FAQS)
on virtual shareholder meeting

1. Why is this Annual General Meeting (AGM) only virtual?


Pursuant to the Bangladesh Securities and Exchange Commission’s Notification No. SEC/SRMIC/94-231/91 dated
March 31, 2021, a listed company can arrange and hold virtual shareholder meeting, which can be conducted via
live webcast by using digital platform. Considering the health and safety of all our valued shareholders, members
and others who plan to attend the AGM, Marico Bangladesh will hold its 21st AGM virtually by using digital
platform. We believe virtual AGM will increase the ability to engage with all the shareholders, regardless of their
number of shares, resources or physical location.

2. How can I participate in the AGM?


You are eligible to participate in the AGM, if you were a shareholder of Marico Bangladesh as on the “Record
Date” i.e. 27 May 2021. You will be able to participate in the AGM online from your laptop, desktop, tablet and
smartphone. The link for joining the virtual AGM is: https://tinyurl.com/maricoagm2021.
For logging in to the system, you need to put your 16-digit BO ID number, total number of shares held on the
“Record Date”, and other credentials as a proof of your identity. The link of the webcast will also be available at
the “Investor Information” section of the Company’s website https://marico.com/bangladesh. The link will also be
sent to all our valued shareholders over SMS.

3. How can I submit questions/comments prior to and during the meeting?


The virtual AGM portal will be live 24 hours before the commencement of AGM. You can log-into the portal and
leave your questions or comments in writing or through voice recording for the Board. You can also submit your
questions/comments in writing to the Company’s designated investor relations email address: secretarial.mbl@
marico.com and during the AGM by typing it out in the “chat” option of the webcast.

4. How will the Company address our questions/comments?


During the live Q&A session on the AGM day, the Board and the Management will try to answer the relevant
questions, which will be submitted through the system and/or email prior to or during the meeting. However,
Marico Bangladesh reserves the right to edit and reject questions it deems profane, irrelevant or otherwise
inappropriate.

5. Who is entitled to vote?


Each holder of shares of Marico Bangladesh Limited as on the “Record Date” i.e. 27 May 2021 is entitled to vote
at the AGM. The results of voting will be broadcasted in real time in respect of the specific agenda item.

6. What is the voting requirement to approve each of the Agenda?


Each agenda will be passed by majority of votes cast from members attending the meeting. Each agenda
receiving more votes in “FAVOUR” than votes “AGAINST” will be passed.

7. What is the deadline for voting my shares?


Your vote must be received before the polls close for each agenda item during the AGM.

8. What If I have technical difficulties or trouble accessing the virtual meeting?


If you encounter any difficulties accessing the virtual meeting through the link prior to or during the AGM, please
call +8801313796384 or +8801719433424 for support.

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Shareholders' Information

VIRTUAL SHAREHOLDER MEETING


Pursuant to the Bangladesh Securities and Exchange Commission’s Notification No. SEC/SRMIC/94-231/91 dated March
31, 2021, a listed company can arrange and hold virtual shareholder meeting, which can be conducted via live webcast
by using digital platform. Accordingly, in the light of prevailing COVID-19 situation in Bangladesh, Marico Bangladesh will
hold its 21st AGM 2021 virtually by using digital platform and online shareholder tools that –

Facilitate shareholder attendance and participation.


Enable shareholders to participate fully, and equally, from any location around the world.

We believe the virtual shareholder meeting will increase the ability to engage with all the shareholders, regardless of their
number of shares, resources, or physical location.

Access
Marico Bangladesh values the importance of effective communication with its Shareholders. The
Company recognizes the rights of Shareholders and the Shareholders’ interest are primarily
ensured through Marico’s AGM. Accordingly, we have designed our virtual format to enhance,
rather than constrain, Shareholder access, participation and communication.

Q&A
The Company does not place restrictions on the type or form of questions that may be asked;
however, the Company reserves the right to edit profanity or other inappropriate language
for publication.

During the live Q&A session of the meeting, the Chair or the Management will try to answer the
questions as they come in.

Vote
The Shareholders will be able to cast their vote on the Agenda items and the results will be
broadcasted in real time at the time of approval on the specific agenda item.

We believe good Corporate Governance involves openness and trustful cooperation between all stakeholders involved
in the Company, including the owners of the Company – the Shareholders. We have carefully designed the 21st AGM of
the Company to provide continuous and meaningful Shareholder engagement and participation. Our committed Board
of Directors and Management Team value these interactions and invest significant time and resources to ensure that it
has an open line of communication with Shareholders.

150 Annual Report 2021 Back to Table of Contents


GENERAL SHAREHOLDER INFORMATION
AGM–Date, time 10:00 a.m. Monday, July 26, 2021
Virtually held by using digital platform through the
following link https://tinyurl.com/maricoagm2021

Financial Year April 01, 2020 – March 31, 2021

Record Date Thursday, May 27, 2021

Dividend Paid & Recommended Interim Cash Dividend @ 700% on Face Value
Final Cash Dividend @ 200% on Face Value

Dividend Payment Date Paid within 30 days from decision of the Board for all interim cash dividend and
proposed 200% Final Cash Dividend will be paid within 30 days of approval at AGM

Listing on Stock Exchanges Dhaka Stock Exchange Limited (DSE)


Chittagong Stock Exchange Limited (CSE)
Listing fees up to December 31, 2020 has been paid.

Stock/Scrip Code DSE – MARICO


CSE – MARICO

ISIN number BD0481MRICO6

Category Pharmaceuticals & Chemical

Investors’ enquiry +88(02) 29897180, Ext – 681


Email: [email protected]
Website: http://marico.com/bangladesh

Back to Table of Contents Marico Bangladesh Limited 151


Shareholders' Information

MARICO BANGLADESH LIMITED


Registered Office: House-1, Road-1, Sector-1, Uttara, Dhaka-1230, Bangladesh
Corporate Office: The Glass House, 6th Floor, Plot: 02, Block: SE (B), Gulshan Avenue, Dhaka- 1212

PROXY FORM
TWENTY FIRST ANNUAL GENERAL MEETING ON MONDAY, JULY 26, 2021 AT 10:00 A.M

BO ID

No. of Shares held

I/We ________________________________________ of ____________________________________________

being a shareholder/shareholders of the above-named Company hereby appoint Mr./Mrs. _______________________________

of ________________________________________________ as my/our proxy to vote for me/us on my/our behalf at the

TWENTY FIRST ANNUAL GENERAL MEETING of the company to be virtually held by using digital platform through the following link

https://tinyurl.com/maricoagm2021 and at any adjournment(s) thereof.

Signed this ____/ _____/ 2021  Signature of Proxy __________________________


Revenue
Stamp
 Signature of Member ________________________

Notes:

1. A shareholder entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself.
2. A Proxy need not be a shareholder.
3. This form in order to be effective must be duly stamped @ BDT20, completed and signed and the scan copy of the same must be
sent through email to [email protected] 48 hours before the commencement of the meeting at 10:00 A.M. on Monday
July 26, 2021.

152 Annual Report 2021 Back to Table of Contents


Back to Table of Contents Marico Bangladesh Limited 153
INDEPENDENT AUDITOR'S REPORT
To the Shareholders of Marico Bangladesh Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Marico Bangladesh Limited ("the Company"), which comprise the statement
of financial position as at 31 March 2021, and the statement of profit or loss and other comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company
as at 31 March 2021, and of its financial performance and its cash flows for year then ended in accordance with
International Financial Reporting Standards (IFRSs).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants'
Code of Ethics for Professional Accountants (IESBA Code) and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Revenue recognition
See note 5 to the financial statements
The key audit matter How the matter was addressed in our audit
Revenue recognition has significant and wide influence Our audit procedures in this area included, among
on financial statements. others:

Revenue is recognised when the amounts and • We understood, evaluated and validated the
the related costs are reliably measured, and the key controls related to the Company’s sales
performance obligation is complete through passing process from end to end, from contracts
of control to the customers. Revenue from the sale of approval and sign-off, recording of sales,
goods is recognised at the time when the goods are all the way through to cash receipts and
delivered to the customer. The Company makes most customers’ outstanding balances.
of the sales after receiving advance payment. The sales
• We have tested the sales cut-off at the close
of the Company are derived from a large number of
to the period-end to ensure the completeness
distributors located over the country with relatively
of revenue recognised in financial statements
small amount of transactions. Revenue is measured at
by reviewing relevant supporting documents
net of discounts and incentives earned by customers.
regarding the appropriateness of recording
sales made in the current and subsequent
accounting period

154 Annual Report 2021 Back to Table of Contents


1. Revenue recognition (continued)
We identified revenue recognition as a key audit • We conducted substantive testing of
matter because revenue is one of the key performance revenue recorded over the period using
indicators of the Company and therefore there is an sampling techniques, by examining the
inherent risk of manipulation of the timing of recognition relevant supporting documents including
of revenue by management to meet specific targets or customer acknowledged sales invoices, VAT
expectations. Challans and outbound delivery note. We
also confirmed customer balances at the
Confirmation documents of dispatching goods were
statement of financial position date.
provided by listed transporting agencies based on
different locations. There is a risk of differences • We have assessed the completeness of trade
between the timing of invoicing of products spends by obtaining relevant supporting
and delivery of the products to the company's documentation or calculation for discounts
customers. Accordingly, there could be potential and rebates settled during the year.
misstatements that these revenue transactions
• We confirmed certain customers’ receivable
are not recognised in the correct reporting period.
balances at the balance sheet date, selected
on a sample basis by considering the amounts
Due to the complexities and the inherent risk of
outstanding with those customers.
manipulation in revenue recognition, we determined
this to be a key audit matter.

The company has reported total revenue of BDT 11,307


million (31 March 2020: BDT 9,796 million) in current
year.
2. Existence of inventory
See note 19 to the financial statements
The key audit matter How the matter was addressed in our audit
The Company had inventory of BDT 1,980 million Our audit procedures were designed to confirm
(31 March 2020: BDT 1,632 million) as at 31 March the existence of inventories and to challenge the
2021, held at plants, warehouses, depots and third- adequacy of the Company's provisions against
party locations and across multiple product lines. inventory included:

• Evaluating the design and implementation


Inventories are kept and distributed from different
of key inventory controls operating across
location of the Country which increase the susceptibility
the Company, including those at a sample of
of lost and misappropriation of inventories. Hence
distribution centres, warehouses and depots;
existence of inventories had been considered as key
audit matter. • Attending inventory counts and obtaining
stock confirmations from third parties to
check the existence and reconciling the count
results to the inventory listings to test the
completeness of data;

Other Information
Management is responsible for the other information. The other information comprises the information included in the
Annual Report but does not include the financial statements and our auditor's report thereon. The Annual Report is
expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.

Back to Table of Contents Marico Bangladesh Limited 155


In connection with our audit of the financial statements, our responsibility is to read the other information identified
above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with
International Financial Reporting Standards, and for such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements


Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

156 Annual Report 2021 Back to Table of Contents


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards;

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we also report the following:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit and made due verification thereof;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appeared
from our examination of these books;
c) the statement of financial position and the statement of profit or loss and other comprehensive income dealt with
by the report are in agreement with the books of account and returns; and
d) the expenditure incurred was for the purposes of the Company's business.

The engagement partner on the audit resulting in this independent auditor's report is M Mehedi Hasan.

M Mehedi Hasan, Partner, Enrolment number: 1000


Rahman Rahman Huq, Chartered Accountants
Firm Registration Number: N/A
Dhaka, 02 May 2021
DVC: 2105031000AS449448

Back to Table of Contents Marico Bangladesh Limited 157


Auditors' Report & Financial Statements

Marico Bangladesh Limited

Statement of financial position


31 March
In Taka Note
2021 2020
Assets
Property, plant and equipment 14(A) 771,868,265 646,996,533
Intangible assets 15 226,084 1,629,290
Right-of-use assets 16 164,593,633 175,398,286
Deferred tax assets 13(B) 19,167,902 47,345,641
Advances, deposits and prepayments 17 412,773,542 22,687,928
Other financial assets 18 304,664,442 449,448
Non-current assets 1,673,293,868 894,507,126

Inventories 19 1,980,451,778 1,632,102,325


Advances, deposits and prepayments 17 133,405,058 601,458,728
Other financial assets 18 1,574,484,466 1,423,654,628
Cash and cash equivalents 20 396,404,261 420,407,014
Assets held for sale 14(B) 35,865,465 35,865,465
Current assets 4,120,611,028 4,113,488,160
Total assets 5,793,904,896 5,007,995,286

Equity
Share capital 21 315,000,000 315,000,000
Share premium 21 252,000,000 252,000,000
Retained earnings 1,069,572,396 820,680,232
Total equity 1,636,572,396 1,387,680,232

Liabilities
Employee benefits 22 32,262,856 85,861,639
Lease liabilities 23 122,256,724 167,728,340
Non-current liabilities 154,519,580 253,589,979

Loans and borrowings 24 250,000,000 -


Employee benefits 22 21,018,917 6,516,576
Trade and other payables 25 3,082,900,365 2,711,929,259
Lease liabilities 23 44,634,210 42,836,393
Current tax liabilities 26 604,259,428 605,442,847
Current liabilities 4,002,812,920 3,366,725,075
Total liabilities 4,157,332,500 3,620,315,054
Total equity and liabilities 5,793,904,896 5,007,995,286

The notes on pages 162 to 201 are an integral part of these financial statements.

Managing Director Director Chief Financial Officer Company Secretary


As per our annexed report of same date.

Auditor
M Mehedi Hasan, Partner
Enrolment Number: 1000
Rahman Rahman Huq
Charterd Accountants, KPMG in Bangladesh, Firm Registration Number:
Dhaka, 02 May 2021 N/A
DVC: 2105031000AS449448
158 Annual Report 2021
Back to Table of Contents
Marico Bangladesh Limited

Statement of profit or loss and other comprehensive income


For the year ended 31 March

In Taka Note 2021 2020


Revenue 5 11,306,519,256 9,795,911,357
Cost of sales 6 (4,638,784,672) (4,133,231,362)
Gross profit 6,667,734,584 5,662,679,995
Other income 9.1 63,392,805 9,781,005
General and administrative expenses 7 (1,087,380,800) (955,785,373)
Marketing, selling and distribution expenses 8 (1,358,266,457) (1,147,745,067)
Other expenses 9.2 (788,185) (2,087,838)
Operating profit 4,284,691,947 3,566,842,722
Finance income 10.1 149,398,274 239,693,041
Finance costs 10.2 (18,912,816) (46,447,617)
Net finance income 130,485,458 193,245,424
Profit before contribution to WPPF 4,415,177,405 3,760,088,146
Contribution to WPPF 11 (220,758,870) (188,004,407)
Profit before tax 4,194,418,535 3,572,083,739
Income tax expense 13 (1,085,738,503) (925,845,292)
Profit for the year 3,108,680,032 2,646,238,447

Other comprehensive income


Remeasurements of defined benefit liability 22.4 (13,931,056) (21,693,272)
Related tax 13(B) (10,856,812) 5,423,318
Other comprehensive income/(loss) for the year, net of tax (24,787,868) (16,269,954)
Total comprehensive income for the year 3,083,892,164 2,629,968,493

Earnings per share


Basic and diluted earnings per share (per value of Tk 10) 12 98.69 84.01

The notes on pages 162 to 201 are an integral part of these financial
statements.

Managing Director Director Chief Financial Officer Company Secretary


As per our annexed report of same date.

Auditor
M Mehedi Hasan, Partner
Enrolment Number: 1000
Rahman Rahman Huq
Charterd Accountants, KPMG in Bangladesh, Firm Registration Number:
Dhaka, 02 May 2021 N/A
DVC: 2105031000AS449448
Marico Bangladesh Limited 159
Back to Table of Contents
Auditors' Report & Financial Statements

Marico Bangladesh Limited

Statement of changes in equity


For the year ended 31 March 2021

Attributable to owners of the Company


Share
In Taka Note Share Retained
capital Total
premium earnings

Balance at 1 April 2019 315,000,000 252,000,000 735,135,754 1,302,135,754

Adjustment on initial application of IFRS 16 - - (24,424,015) (24,424,015)

Adjusted balance at 1 April 2019 315,000,000 252,000,000 710,711,739 1,277,711,739

Total comprehensive income for the year

Profit for the year - - 2,646,238,447 2,646,238,447

Other comprehensive income/(loss) for the year - - (16,269,954) (16,269,954)

Total comprehensive income for the year - - 2,629,968,493 2,629,968,493

Transactions with owners of the Company

Contributions and distributions

Final dividend for the year 2018-2019 32 - - (157,500,000) (157,500,000)

First interim dividend for the year 2019-2020 32 - - (787,500,000) (787,500,000)

Second interim dividend for the year 2019-2020 32 - - (630,000,000) (630,000,000)

Third interim dividend for the year 2019-2020 32 - - (945,000,000) (945,000,000)

Total transactions with owners of the Company - - (2,520,000,000) (2,520,000,000)

Balance at 31 March 2020 315,000,000 252,000,000 820,680,232 1,387,680,232

Balance at 1 April 2020 315,000,000 252,000,000 820,680,232 1,387,680,232

Total comprehensive income for the year

Profit for the year - - 3,108,680,032 3,108,680,032

Other comprehensive loss for the year - - (24,787,868) (24,787,868)

Total comprehensive income for the year - - 3,083,892,164 3,083,892,164

Transactions with owners of the Company

Contributions and distributions

Final dividend for the year 2019-2020 32 - - (630,000,000) (630,000,000)

First interim dividend for the year 2020-2021 32 - - (945,000,000) (945,000,000)

Second interim dividend for the year 2020-2021 32 - - (630,000,000) (630,000,000)

Third interim dividend for the year 2020-2021 32 (630,000,000) (630,000,000)

Total transactions with owners of the Company - - (2,835,000,000) (2,835,000,000)

Balance at 31 March 2021 315,000,000 252,000,000 1,069,572,396 1,636,572,396

The notes on pages 162 to 201 are an integral part of these financial statements.

160 Annual Report 2021 Back to Table of Contents


Marico Bangladesh Limited

Statement of cash flows


For the year ended 31 March

In Taka Note 2021 2020

Cash flows from operating activities


Collection from customers and others 11,385,285,072 9,712,840,558
Payment to suppliers and for operating expenses (7,177,510,122) (6,099,313,985)
Cash generated from operating activities 4,207,774,950 3,613,526,573
Interest paid (2,111,958) (18,266,324)
Interest received 168,546,826 184,735,625
Income tax paid 26.2 (1,069,600,995) (767,038,160)
Net cash from operating activities 3,304,608,823 3,012,957,714

Cash flows from investing activities


Acquisition of property, plant and equipment (241,574,664) (320,280,709)
Proceeds from sale of property, plant and equipment 459,660 1,142,977
Net proceeds from investments in treasury bond 11,334,400 -
(Investment in)/encashment of fixed deposit 18 (447,974,722) 741,184,316
Net cash from/(used in) investing activities (677,755,326) 422,046,584

Cash flows from financing activities


Net proceeds/(repayment) of loans and borrowings 250,000,000 (200,000,000)
Payment of lease liabilities 23 (66,040,838) (47,728,849)
Dividend paid 21.6 (2,835,000,000) (3,150,000,000)
Net cash used in financing activities (2,651,040,838) (3,397,728,849)
Net increase/(decrease) in cash and cash equivalents (24,187,341) 37,275,449
Cash and cash equivalents at 1 April 20 420,407,014 382,661,779
Effect of movement in exchange rate on cash held 184,588 469,786
Cash and cash equivalents at 31 March 20 396,404,261 420,407,014

The notes on pages 162 to 201 are an integral part of these financial
statements.

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Auditors' Report & Financial Statements

Marico Bangladesh Limited

Notes to the financial statements

1. Reporting entity

1.1 Company profile

Marico Bangladesh Limited (hereinafter referred to as 'MBL' or 'the Company' is a public limited company incorporated
on 6 September 1999, vide the certificate of incorporation number C-38527(485)/99 of 1999 in Bangladesh under
the Companies Act, 1994 and has its registered address at House # 01, Road # 01, Sector # 01, Uttara Model Town,
Dhaka-1230. The corporate address of the Company is at The Glass House, Level 6-7, Plot 2, Block SE(B), Gulshan
1, Dhaka 1212. The Company was initially registered as a private limited company and subsequently converted into
a public limited company on 21 September 2008. The Company has been listed with both Dhaka Stock Exchange
(DSE) and Chittagong Stock Exchange (CSE) on 16 September 2009.

1.2 Nature of business

The Company is engaged in manufacturing and marketing of consumer products under the brand name of
Parachute, Nihar, Saffola, Hair Code, Livon, Parachute Advanced, Beliphool, Ayurvedic Gold, Extra Care, Parachute
Body Lotion, Set-Wet, Bio Oil and Studio-X in Bangladesh. The Company started its commercial operation on 30
January 2000. Subsequently, it started its commercial production at Filling unit, Crushing unit and Refinery unit in
2002, 2012 & 2017 respectively. Its manufacturing plants are located at Mouchak, Kaliakoir, Gazipur and Shirirchala,
Mahona, Bhabanipur, Gazipur. The Company sells its products through its own distribution channels comprising of
sales depots located in Gazipur, Chittagong, Bogra and Jessore.

2. Basis of preparation

2.1 Statement of compliance

The Financial Reporting Act, 2015 (FRA) was enacted in 2015. The Financial Reporting Council (FRC) under the FRA
has been formed in 2017 but the Financial Reporting Standards (FRS) under this council is yet to be issued for public
interest entities such as listed entities.

As the FRS is yet to be issued by FRC hence as per the provisions of the FRA (section-69), the financial statements
have been prepared in accordance with International Financial Reporting Standards (IFRSs) and the Companies
Act, 1994. The title and format of these financial statements follow the requirements of IFRSs which are to some
extent different from the requirement of the Companies Act, 1994. However, such differences are not material and in
the view of management, IFRS format gives a better presentation to the shareholders.

The Company also complied with the requirements of following laws and regulations from various Government
bodies:

i. Bangladesh Securities and Exchange Rules, 1987;

ii. The Income Tax Ordinance, 1984; and

iii. The Value Added Tax and Supplementary Duty Act, 2012.

Details of the Company's accounting policies including changes during the year, if any, are included in Note 43.

2.2 Authorisation for issue

These financial statements are authorised for issue by the Board of Directors in its 114th Board of Directors meeting
held on 27 April 2021.

162 Annual Report 2021 Back to Table of Contents


2.3 Reporting period

The financial period of the Company covers 1 year from 1 April to 31 March and is followed consistently.

2.4 Comparative and reclassification

Comparative information has been disclosed for all numerical, narrative and descriptive information where it is
relevant for understanding of the current year financial statements. Comparative figures have been rearranged/
reclassified wherever considered necessary, to ensure better comparability with the current year financial statements
and to comply with relevant IFRSs.

3. Functional and presentation currency

These financial statements are presented in Bangladeshi Taka (Taka/TK/BDT) which is the Company's functional
currency. All amounts have been rounded to the nearest Taka, unless otherwise indicated.

4. Use of judgements and estimates

In preparing these financial statements, management has made judgements, estimates and assumptions that
affect the application of company's accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised
prospectively.

(a)
Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the
amounts recognised in the financial statements is included in the following notes:

Note 16 Right-of-use assets

Note 23 Lease liabilities

(b) Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties at 31 March 2021 that have a significant risk of resulting
in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the
following notes:

Note 13 (B) Deferred tax assets

Note 14 Property, plant and equipment

Note 15 Intangible assets

Note 19 & Note 43.5 Inventories

Note 22 Employee benefits

Note 26 Current tax liabilities

Note 31 Contingent liabilities

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Auditors' Report & Financial Statements

5. Revenue
See accounting policy in Note 43.13.
For the year ended
In Taka
31 March 2021 31 March 2020
Parachute coconut oil 6,989,061,972 6,363,063,211
Value added hair oil (VAHO) 3,217,578,897 2,623,452,312
Color 59,956,898 58,427,272
Beauty and health 394,293,853 143,813,615
Baby care 167,018,736 92,895,028
Others* 478,608,900 514,259,919
11,306,519,256 9,795,911,357

* Others include male grooming, by-product, food and edible oil.

5.1 Breakup of local/export revenue

For the year ended


In Taka
31 March 2021 31 March 2020
Revenue from domestic operation 11,204,414,624 9,739,989,481
Revenue from export 102,104,632 55,921,876
11,306,519,256 9,795,911,357

6. Cost of sales

For the year ended


In Taka Note
31 March 2021 31 March 2020
Opening stock of finished goods 204,518,577 266,208,457
Cost of goods manufactured 6.1 4,738,500,435 4,071,541,482
4,943,019,012 4,337,749,939
Closing stock of finished goods (304,234,340) (204,518,577)
4,638,784,672 4,133,231,362

6.1 Cost of goods manufactured

For the year ended


In Taka Note
31 March 2021 31 March 2020
Materials consumed 6.1.1 4,413,812,216 3,814,194,001
Factory overhead 6.1.2 324,688,219 257,347,481
4,738,500,435 4,071,541,482

6.1.1 Materials consumed

For the year ended


In Taka Note
31 March 2021 31 March 2020
Opening stock of raw materials, packing
materials and others 1,427,583,748 825,286,296
Purchases during the period 4,662,445,906 4,416,491,453
Closing stock of raw materials, packing
materials and others (1,676,217,438) (1,427,583,748)
4,413,812,216 3,814,194,001

164 Annual Report 2021 Back to Table of Contents


6.1.2 Factory overhead

For the year ended


In Taka Note
31 March 2021 31 March 2020
Communication expenses 538,298 580,557
Cost of outsourced human resources 89,744,207 60,608,527
Depreciation 14.C 76,519,075 57,562,213
Entertainment 6,790,880 6,342,365
Power expenses 68,309,362 61,040,643
Printing and stationery 1,461,912 1,383,830
Repairs and maintenance 18,316,909 16,056,202
Salaries and allowances 42,805,027 41,303,892
Security charges 6,349,264 5,749,746
Travelling and conveyance 5,298,638 6,120,084
Warehouse rent 8,554,647 599,422
324,688,219 257,347,481

7. General and administrative expenses

For the year ended


In Taka Note
31 March 2021 31 March 2020
Salaries and allowances 539,113,408 502,054,025
Gratuity 28,873,710 18,012,145
Rent, rates and taxes 8,381,941 6,386,072
Professional and legal charges 35,442,134 24,220,666
Security charges 1,565,877 2,092,055
Stamp and license fees 12,021,425 7,528,419
Directors' fees 1,027,340 996,670
Directors' remuneration 29,516,834 25,099,806
Repair and maintenance 14,701,731 8,199,777
Communication expenses 4,879,626 5,131,226
Subscription to trade association 527,095 395,309
Entertainment 20,562,535 20,669,251
Printing and stationery 2,727,234 2,504,357
Vehicle running expenses 19,736,650 18,622,305
Travelling and conveyance - local 7,552,089 10,231,233
Travelling and conveyance - foreign 552,840 8,368,217
Audit fees 1,300,000 1,650,000
Insurance premium 22,208,026 8,521,938
Bank charges 7,737,860 3,495,656
AGM and public relation 7,643,379 2,153,868
Conference and training 6,059,731 9,075,016
Electricity and gas charges 503,495 2,291,517
Amortisation 1,403,206 2,017,794
Royalty 107,135,381 92,971,017
Depreciation 14.C 37,729,427 35,123,539
Depreciation on right-of-use asset 16 46,434,480 37,432,890
General and technical assistance fees 86,547,962 72,443,188
Listing fees 315,000 315,000
CSR project* 32,767,263 26,062,155
Impairment loss/(reversal of impairment) of PPE 2,413,121 1,720,262
1,087,380,800 955,785,373

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Auditors' Report & Financial Statements

* Marico Bangladesh Limited is continuing the corporate social responsibility (CSR) project during FY 2021 with UNDP. MBL
and UNDP are implementing project “SWAPNO” from 1 September 2018 as per agreed project proposal & extension of
that and in line with the policies, strategies and guidelines of Government of Bangladesh (GoB) and MBL. The beneficiaries
of the project are underprivileged women. The project is continuing to run as of 31 March 2021.

8. Marketing, selling and distribution expenses

For the year ended


In Taka Note
31 March 2021 31 March 2020
Advertisement, travelling and communication expenses 1,076,441,043 871,929,639
Business promotion expenses 24,288,337 28,479,181
Entertainment 4,864,870 5,607,991
Free sample 14,294,598 8,588,555
Freight- outward 90,198,969 77,524,049
Market research expenses 84,357,541 90,405,726
Others selling and distribution expenses 63,821,099 65,209,926
1,358,266,457 1,147,745,067

9. Other income/(expense)

For the year ended


In Taka Note
31 March 2021 31 March 2020
Other income 9.1 63,392,805 9,781,005
Other expenses 9.2 (788,185) (2,087,838)
62,604,620 7,693,167

9.1 Other income

For the year ended


In Taka Note
31 March 2021 31 March 2020
Gain on sale of property, plant and equipment 417,179 620,017
Insurance claim 17,086,621 304,164
Gain on lease modification and cancellation 23,065,477 -
Gain on ceasation of liability 1,590,874 -
Gain on disposal of treasury bond 11,334,400 -
Sale of raw and packing materials 33,060 -
Scrap sales 9,865,194 8,856,824
63,392,805 9,781,005

9.2 Other expenses

For the year ended


In Taka Note
31 March 2021 31 March 2020
Loss on sale of property, plant and equipment (788,185) (2,087,838)
(788,185) (2,087,838)

10. Net finance income

For the year ended


In Taka Note
31 March 2021 31 March 2020
Finance income 10.1 149,398,274 239,693,041
Finance costs 10.2 (18,912,816) (46,447,617)
130,485,458 193,245,424

166 Annual Report 2021 Back to Table of Contents


10.1 Finance income
See accounting policy in Note 43.14(i)

For the year ended


In Taka Note
31 March 2021 31 March 2020
Interest on fixed deposits 125,251,890 233,792,829
Interest on call deposits 23,795,137 5,534,098
Interest on staff loan 146,700 366,114
Good borrower rebate 204,547 -
149,398,274 239,693,041

10.2 Finance costs

See accounting policy in Note 43.14(ii)


For the year ended
In Taka Note
31 March 2021 31 March 2020
Interest on overdraft and loans (2,962,773) (17,657,581)
Foreign exchange gain/(loss) (4,162,703) (15,892,984)
Interest on lease (11,787,340) (12,897,052)
(18,912,816) (46,447,617)

11. Contribution to WPPF

For the year ended


In Taka Note
31 March 2021 31 March 2020

Profit before contribution to WPPF 4,415,177,405 3,760,088,146


Applicable contribution rate 5% 5%
220,758,870 188,004,407

The Company operates a fund for workers as workers' profit participation and welfare fund and provides 5% of its profit
before workers' profit participation fund (WPPF) and tax as per provision of the Bangladesh Labour Act 2006. Please see
note 43.9(iv)

12. Earnings per share

12.1 Basic earnings per share

For the year ended


In Taka Note
31 March 2021 31 March 2020
Profit attributable to ordinary shareholders
(net profit after tax) 3,108,680,032 2,646,238,447
Weighted average number of ordinary shares
outstanding during the year 31,500,000 31,500,000
Earnings per share (EPS) in Taka 98.69 84.01

12.2 Diluted earnings per share

As per IAS-33 "Earnings Per Share", the calculation of diluted earning per share does not assume conversion, exercise or
other issue of potential ordinary shares that would have an anti dilutive effect on earning per share. The Company has no
dilutive instruments that is why the diluted earning per share and basic earning per share is same.

Back to Table of Contents Marico Bangladesh Limited 167


Auditors' Report & Financial Statements

13. Income tax expense


See accounting policy in Note 43.12.

For the year ended


In Taka Note
31 March 2021 31 March 2020
Current tax expense
Current year 1,068,417,576 908,685,699
Adjustment for prior years - 3,426,973
1,068,417,576 912,112,672

Deferred tax expense/(income) 17,320,927 13,732,620


1,085,738,503 925,845,292

A. Reconciliation of effective tax rate

For the year ended


31 March 2021 31 March 2020
In Taka
% Taka % Taka
Profit before income tax 4,194,418,535 3,572,083,739
Income tax using the corporate tax
rate 25% 1,048,604,634 25% 893,020,935

Factors affecting the tax charge for


current period:
Short of fiscal depreciation and
amortisation over that of accounting -0.09% (3,689,161) -0.36% (13,022,477)

Disallowance for excess perquisites 0.29% 12,128,937 0.23% 8,213,048

Short of gratuity payment over


gratuity provision -0.37% (15,428,416) -0.02% (624,998)

Tax impact of leave encashment


provision over actual payment 0.05% 2,121,108 -0.01% (347,200)

Disallowance for contribution to not


government approved CSR project 0.12% 4,915,089 0.11% 3,909,323

Impairment loss of property, plant


and equipment 0.01% 603,280 0.01% 430,065

Allowance for exemption of export


income -0.12% (4,860,969) -0.07% (2,608,590)

Other inadmissible expenses 0.52% 21,687,153 0.55% 19,715,593

Adjustment for prior years 0.00% - 0.10% 3,426,973

Foreign exchange loss 0.02% 1,040,676 0.00% -

Depreciation on leased assets 0.28% 11,608,620 0.00% -

Interest on lease liabilities 0.07% 2,946,835 0.00% -

Actual rent on leased assets -0.32% (13,260,210) 0.00% -

Deferred tax expense 0.41% 17,320,927 0.38% 13,732,620

Total income tax expense 25.89% 1,085,738,503 25.92% 925,845,292

168 Annual Report 2021 Back to Table of Contents


B Movement in deferred tax balances

31 March 2021 Balance as at 31 March


Net balance Recognised Recognised in Deferred tax Deferred tax
In Taka Net
at 1 April 2020 in profit /loss OCI assets liabilities

Back to Table of Contents


Property, plant and equipment (10,351,960) 552,090 - (9,799,870) (9,799,870) -
Intangible assets (2,177,019) (92,367) - (2,269,386) (2,269,386) -
Provision for gratuity* (21,993,959) 11,137,147 10,856,812 - - -
Provision for leave encashment (4,031,091) (2,121,108) - (6,152,199) (6,152,199) -
RoU assets- Impact of IFRS 16 43,849,572 (3,073,286) - 40,776,286 - 40,776,286
Lease liabilities- Impact of IFRS 16 (52,641,184) 10,918,451 - (41,722,733) (41,722,733) -
Net deferred tax (assets)/liabilities (47,345,641) 17,320,927 10,856,812 (19,167,902) (59,944,188) 40,776,286

*The gratuity fund has been approved by NBR on October 2020. Considering this, provision for gratuity has not been considered for deferred tax as at 31 March
2021.

31 March 2020 Balance as at 31 March


Net balance Recognised Recognised in Deferred tax Deferred tax
In Taka Net
at 1 April 2019 in profit /loss OCI assets liabilities

Property, plant and equipment (26,910,451) 16,558,491 - (10,351,960) (10,351,960) -


Intangible assets (1,959,719) (217,300) - (2,177,019) (2,177,019) -
Provision for gratuity (14,265,143) (2,305,498) (5,423,318) (21,993,959) (21,993,959) -
Provision for leave encashment (4,378,291) 347,200 - (4,031,091) (4,031,091) -
RoU assets- Impact of IFRS 16 45,329,406 (1,479,834) - 43,849,572 - 43,849,572
Lease liabilities- Impact of IFRS 16 (53,470,745) 829,561 - (52,641,184) (52,641,184) -
Net deferred tax (assets)/liabilities (55,654,943) 13,732,620 (5,423,318) (47,345,641) (91,195,213) 43,849,572

Marico Bangladesh Limited


169
14. Property, plant and equipment

170
See accounting policy in Note 43.2.

A. Reconciliation of carrying
amount

Assets
Freehold Plant and Factory Office Office Furniture A.C. and
In Taka Computers under Total
land machinery building building equipment and fixtures refrigerators
construction
Cost
Balance at 1 April 2019 176,749,959 865,332,121 231,650,100 200,257,940 57,312,291 22,390,719 87,508,409 14,645,181 6,142,021 1,661,988,741

Annual Report 2021


Additions - - - - - - - - 311,162,255 311,162,255
Transfer from asset under construction - 151,087,851 - 105,193,618 6,076,048 6,124,678 11,488,906 11,253,600 (291,224,701) -
Disposals - (27,957,729) - - (6,802,399) (770,873) (390,159) (3,487,632) - (39,408,792)
Assets held for sale adjustment - - - (136,844,485) - - (23,356,261) - - (160,200,746)
Auditors' Report & Financial Statements

Balance at 31 March 2020 176,749,959 988,462,243 231,650,100 168,607,073 56,585,940 27,744,524 75,250,895 22,411,149 26,079,575 1,773,541,458

Balance at 1 April 2020 176,749,959 988,462,243 231,650,100 168,607,073 56,585,940 27,744,524 75,250,895 22,411,149
26,079,575 1,773,541,458
Additions - 242,364,021 242,364,021
Transfer from asset under construction - 79,822,078 38,512,790 17,143,100 7,514,418 10,213,098 2,377,323 (155,582,807) -
Disposals - (3,466,687) (457,950) (695,700) (464,542) (304,434) (5,389,313)
Balance at 31 March 2021 176,749,959 1,064,817,634 231,192,150 207,119,863 73,033,340 35,258,942 84,999,451 24,484,038 112,860,789 2,010,516,166

Accumulated depreciation and impairment loss

Balance at 1 April 2019 - 709,261,476 196,297,104 152,623,406 49,478,270 16,824,297 57,878,394 10,909,237 - 1,193,272,184
Depreciation for the year - 48,105,989 6,978,034 13,430,471 5,469,915 4,360,340 12,471,971 1,869,032 - 92,685,752
Impairment loss/(reversal) - 1,927,809 158,107 - 41,417 - (407,071) - - 1,720,262
Disposals - (26,054,419) - - (6,602,712) (754,574) (343,491) (3,042,796) - (36,797,992)
Assets held for sale adjustment - - - (105,997,772) - - (18,337,509) - - (124,335,281)
Balance at 31 March 2020 - 733,240,855 203,433,245 60,056,105 48,386,890 20,430,063 51,262,294 9,735,473 - 1,126,544,925

Balance at 1 April 2020 - 733,240,855 203,433,245 60,056,105 48,386,890 20,430,063 51,262,294 9,735,473 - 1,126,544,925
Depreciation for the year - 66,615,174 6,323,743 7,122,203 12,991,453 5,412,363 12,435,524 3,348,042 - 114,248,502
Impairment loss/(reversal) - 1,536,148 876,973 - 2,413,121
Disposals - (2,705,521) (457,950) (626,200) (464,542) (304,434) - (4,558,647)
Balance at 31 March 2021 - 798,686,656 209,299,038 67,178,308 60,752,143 25,842,426 64,110,249 12,779,081 - 1,238,647,901

Carrying amounts
At 1 April 2019 176,749,959 156,070,645 35,352,996 47,634,534 7,834,021 5,566,422 29,630,015 3,735,944 6,142,021 468,716,557
At 31 March 2020 176,749,959 255,221,388 28,216,855 108,550,968 8,199,050 7,314,461 23,988,601 12,675,676 26,079,575 646,996,533
At 31 March 2021 176,749,959 266,130,978 21,893,112 139,941,555 12,281,197 9,416,516 20,889,202 11,704,957 112,860,789 771,868,265

Back to Table of Contents


B. Assets held for sale
See accounting policy in Note 43.18.

In Taka 31 March 2021 31 March 2020


Office building 30,846,713 30,846,713
Furniture and fixtures 5,018,752 5,018,752
35,865,465 35,865,465

Office building at Utttara and furniture & fixtures have been classified as held for sale on 31 March 2020. Though MBL
could not sale the asset within one year, MBL is searching for buyer in the market actively. So, the asset has remained as
asset held for sale in this year.

C. Allocation of depreciation

For the year ended


In Taka
31 March 2021 31 March 2020
Cost of sales 76,519,075 57,562,213
General and administrative expenses 37,729,427 35,123,539
114,248,502 92,685,752

15. Intangible assets


See accounting policy in Note 43.3.

Reconciliation of carrying amount

Computer
In Taka Total
software
Cost
Balance at 1 April 2019 22,061,875 22,061,875
Addition during the year - -
Balance at 31 March 2020 22,061,875 22,061,875

Balance at 1 April 2020 22,061,875 22,061,875


Addition during the year - -
Balance at 31 March 2021 22,061,875 22,061,875

Accumulated amortisation
Balance at 1 April 2019 18,414,791 18,414,791
Amortisation during the year 2,017,794 2,017,794
Balance at 31 March 2020 20,432,585 20,432,585

Balance at 1 April 2020 20,432,585 20,432,585


Amortisation during the year 1,403,206 1,403,206
Balance at 31 March 2021 21,835,791 21,835,791

Carrying amounts
At 1 April 2019 3,647,084 3,647,084
At 31 March 2020 1,629,290 1,629,290
At 31 March 2021 226,084 226,084

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Auditors' Report & Financial Statements

16. Right-of-use assets


See accounting policy in Note 43.4.

Reconciliation of carrying amount

In Taka Buildings Total


Cost
Recognition of Right-of-use assets on initial application of IFRS-16 181,317,622 181,317,622
Addition during the year 31,513,554 31,513,554
Disposal during the year - -
Balance at 31 March 2020 212,831,176 212,831,176

Balance at 1 April 2020 212,831,176 212,831,176


Addition during the year 53,661,570 53,661,570
Disposal during the year (25,160,571) (25,160,571)
Balance at 31 March 2021 241,332,175 241,332,175

Accumulated depreciation
Balance at 1 April 2019 - -
Depreciation during the year 37,432,890 37,432,890
Disposal during the year - -
Balance at 31 March 2020 37,432,890 37,432,890

Balance at 1 April 2020 37,432,890 37,432,890


Depreciation during the year 46,434,480 46,434,480
Disposal during the year (7,128,828) (7,128,828)
Balance at 31 March 2021 76,738,542 76,738,542

Carrying amount
At 1 April 2019 181,317,622 181,317,622
At 31 March 2020 175,398,286 175,398,286
At 31 March 2021 164,593,633 164,593,633

17. Advances, deposits and prepayments

In Taka 31 March 2021 31 March 2020


Advances
Advance for capital goods 53,561,536 47,443,472
Advance to suppliers and others 459,992,329 496,832,058
513,553,865 544,275,530

Deposits
Security deposits 12,359,983 15,574,365
Value added tax (VAT) account - 39,622,553
12,359,983 55,196,918

Prepayments
Prepaid expenses 20,264,752 24,674,208
546,178,600 624,146,656

172 Annual Report 2021 Back to Table of Contents


17.1 Current and non-current classification of advances, deposits and prepayments

In Taka 31 March 2021 31 March 2020


Current 133,405,058 601,458,728
Non-current 412,773,542 22,687,928
546,178,600 624,146,656

18. Other financial assets

In Taka Note 31 March 2021 31 March 2020


Fixed deposits 18.2 1,737,974,722 1,290,000,000
Trade receivables 65,033,298 43,955,943
Loans to employees 6,814,738 1,673,431
Accrued interest 69,326,150 88,474,702
1,879,148,908 1,424,104,076

18.1 Current and non-current classification of other financial assets

In Taka 31 March 2021 31 March 2020


Current 1,574,484,466 1,423,654,628
Non-current 304,664,442 449,448
1,879,148,908 1,424,104,076

18.2 Fixed deposits (maturity more than three months)

Credit
In Taka 31 March 2021 31 March 2020
rating
BRAC Bank Limited AA1 200,000,000 120,000,000
IPDC Finance Limited AAA 200,000,000 240,000,000
IDLC Finance Limited AAA 280,000,000 -
Commercial Bank of Ceylon PLC AAA 557,974,722 250,000,000
Standard Chartered Bank AAA - 610,000,000
Woori Bank A1 500,000,000 -
Bank Alfalah AA - 70,000,000
1,737,974,722 1,290,000,000

19. Inventories
See accounting policy in Note 43.5.

In Taka 31 March 2021 31 March 2020


Raw materials 1,039,689,041 965,403,374
Packing materials 224,187,805 183,301,649
Finished goods 304,234,340 204,518,577
Stores and spares 21,970,493 23,321,953
Materials in transit 390,370,099 255,556,772
1,980,451,778 1,632,102,325

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Auditors' Report & Financial Statements

20. Cash and cash equivalents


See accounting policy in Note 43.6 (ii)(a).

In Taka Note 31 March 2021 31 March 2020


Bank balances 20.1 380,267,615 402,482,632
Bank balance for unclaimed dividend 16,136,646 17,924,382
396,404,261 420,407,014

20.1 Bank balances

Credit
In Taka 31 March 2021 31 March 2020
rating
BRAC Bank Limited AA1 53,487,789 104,438,660
Citibank N.A. A+ 903,681 1,516,312
Islami Bank Bangladesh Limited AAA 10,431,030 86,368,614
Sonali Bank Limited A(AAA) 5,695,235 511,863
Standard Chartered Bank AAA 169,738,861 83,691,017
The Hongkong and Shanghai Banking Corporation Ltd. AAA 4,665,448 1,195,016
The City Bank Limited AA2 1,479,975 124,761,150
Dutch Bangla Bank Limited AA+ 201,000 -
Eastern Bank Limited AA+ 133,664,596 -
380,267,615 402,482,632

21. Share capital and share premium


See accounting policy in Note 43.7.

21.1 Share capital

In Taka 31 March 2021 31 March 2020


Authorised
40,000,000 ordinary shares of Tk 10 each 400,000,000 400,000,000

Issued, subscribed and paid up


Issued for cash 41,500,000 41,500,000
Issued for consideration other than cash 273,500,000 273,500,000
315,000,000 315,000,000

21.2 Composition of shareholding

No. of share % of Holding


Details
31 March 2021 31 March 2020 31 March 2021 31 March 2020
Marico Limited, India 28,350,000 28,350,000 90.00% 90.00%
Institutions 2,534,052 2,790,979 8.04% 8.86%
General shareholders 615,948 359,021 1.96% 1.14%
31,500,000 31,500,000 100% 100%

174 Annual Report 2021 Back to Table of Contents


21.3 Classification of shareholders by holding

No. of share % of Holding


Holdings
31 March 2021 31 March 2020 31 March 2021 31 March 2020

Less than 500 shares 3190 1810 0.59% 0.33%


500 to 5,000 shares 206 95 0.99% 0.46%
5,001 to 10,000 shares 38 17 0.92% 0.33%
10,001 to 20,000 shares 15 15 0.68% 0.66%
20,001 to 30,000 shares 8 7 0.66% 0.53%
30,001 to 40,000 shares 5 3 0.54% 0.32%
40,001 to 50,000 shares 4 5 0.58% 0.72%
50,001 to 100,000 shares 9 6 2.03% 1.27%
100,001 to 1,000,000 shares 5 8 3.01% 5.38%
Over 1,000,000 shares 1 1 90.00% 90.00%
3481 1967 100% 100%

21.4 Number of share held by the members of the Company's leadership team

No. of share
Holdings
31 March 2021 31 March 2020
Managing Director - -
- -

21.5 Share premium

In Taka 31 March 2021 31 March 2020


Share premium on paid up share capital 252,000,000 252,000,000
252,000,000 252,000,000

The issue price per share was BDT 18. The share premium arising on issue of share is BDT 8 per share.

21.6 Dividends

The following dividend was declared and paid by the Company in the year.

In Taka 31 March 2021 31 March 2020


BDT 90 per qualifying ordinary share (2020: BDT 100) 2,835,000,000 3,150,000,000
2,835,000,000 3,150,000,000

After the reporting date, the following dividend was proposed/declared/recommended by the board of directors. The
dividend has not been recognised as liabilities and there is no tax consequences.

In Taka 31 March 2021 31 March 2020


BDT 20 per qualifying ordinary share (2020: BDT 20) 630,000,000 630,000,000
630,000,000 630,000,000

Back to Table of Contents Marico Bangladesh Limited 175


Auditors' Report & Financial Statements

22. Employee benefits


See accounting policy in Note 43.9.

In Taka Note 31 March 2021 31 March 2020


Provision for gratuity 22.4 28,672,978 76,253,851
Provision for leave encashment 22.6 24,608,795 16,124,364
53,281,773 92,378,215

22.1 Current and non-current classification of employee benefits

In Taka Note 31 March 2021 31 March 2020


Current 21,018,917 6,516,576
Non-current 32,262,856 85,861,639
53,281,773 92,378,215

22.2 Employee benefits - gratuity

In Taka Note 31 March 2021 31 March 2020


Net defined benefit asset 22.4 (77,216,166) -
Total employee benefit asset (77,216,166) -

Net defined benefit liability 22.4 105,889,144 76,253,851


Total employee benefit liabilities 28,672,978 76,253,851

22.3 Current and non-current classification of employee benefits- gratuity

In Taka 31 March 2021 31 March 2020


Current 19,484,302 5,024,103
Non-current 9,188,676 71,229,748
28,672,978 76,253,851

176 Annual Report 2021 Back to Table of Contents


22.4 Movement in net defined benefit (asset) liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components:

Defined benefit obligation Fair value of plan assets Net defined (asset) liability

Back to Table of Contents


In Taka
31 March 2021 31 March 2020 31 March 2021 31 March 2020 31 March 2021 31 March 2020

Balance at 1 April 76,253,851 57,060,572 - - 76,253,851 57,060,572


Included in profit or loss
Current service cost 21,204,091 12,306,088 - - 21,204,091 12,306,088
Interest cost 7,669,619 5,706,057 - - 7,669,619 5,706,057
28,873,710 18,012,145 - - 28,873,710 18,012,145
Included in OCI
Actuarial (gain)/loss arising from:
-demographic assumption - 3,012,528 - - - 3,012,528
-financial assumption 18,742,524 10,037,495 - - 18,742,524 10,037,495
-experience adjustment (4,644,021) 8,643,249 - - (4,644,021) 8,643,249
Return on plan asset excluding interest income - - (167,447) - (167,447) -
14,098,503 21,693,272 (167,447) - 13,931,056 21,693,272
Other
Contribution paid by the employer (3,813,104) - (86,572,535) - (90,385,639) -
Benefits paid (9,523,816) (20,512,138) 9,523,816 - - (20,512,138)
(13,336,920) (20,512,138) (77,048,719) - (90,385,639) (20,512,138)
Balances as at 31 March 105,889,144 76,253,851 (77,216,166) - 28,672,978 76,253,851

Gratuity scheme is funded from current year. As a result, MBL has made contribution in planned asset. There was no planned asset in previous year.

Marico Bangladesh Limited


177
Auditors' Report & Financial Statements

22.5 Defined benefit obligation

(i) Actuarial assumption


The followings were the principal actuarial assumptions at the reporting date:
31 March 2021 31 March 2020
Discount rate 7.5% 10%
Salary increase rate 12% 12%
Employee turnover rate 11% 11%

Assumptions regarding future mortality have been used based on published statistics and mortality tables. As there is no
published mortality table in Bangladesh and hence the Indian Assured Lives Mortality rate (2006-08) ultimate based on
the mortality experience of assured lives in India is being used as a reasonable approximation. This table is based on the
experience of assured lives in India during the years 2006 to 2008.

22.6 Provision for leave encashment

In Taka 31 March 2021 31 March 2020


Opening balance 16,124,364 17,513,164
Provision made during the year 14,802,279 6,567,617
Payment during the year (6,317,848) (7,956,417)
24,608,795 16,124,364

Current 1,534,615 1,492,473


Non-Current 23,074,180 14,631,891
24,608,795 16,124,364

23. Lease liabilities


See accounting policy in Note 43.15.

The Company leases many assets, including properties, warehouses, depots and sales offices. Total number of lease
assets is twenty two and average terms of period of lease is four to eleven years. The incremental borrowing rate (IBR)
is 11.2%. The factory leases were entered into many years ago as combined leases of land and buildings.

The following table sets out a maturity analysis of lease payables, showing the undiscounted lease payments to be paid
after the reporting date.

In Taka 31 March 2021 31 March 2020


Less than one year 44,634,210 43,673,800
One to two years 48,886,907 44,634,210
Two to three years 52,280,711 48,886,907
Three to four years 5,873,811 52,280,711
Four to five years 9,831,760 5,873,811
More than five years 5,383,535 15,215,294
Total lease liabilities at 31 March 166,890,934 210,564,733

178 Annual Report 2021 Back to Table of Contents


Lease liabilities included in the statement of financial position

In Taka 31 March 2021 31 March 2020


Current 44,634,210 42,836,393
Non-current 122,256,724 167,728,340
166,890,934 210,564,733

Amounts recognised in profit or loss


Interest on lease liabilities 11,787,340 12,897,052
Expenses related to short-term leases 8,554,647 599,422
Expenses related to leases of low-value assets excluding short-term leases of low
- -
value assets

Amounts recognised in the statement of cash flows


Lease rental 53,040,839 47,728,849
Security deposit 13,000,000 -
Total cash outflow for lease liabilities and interest payments 66,040,839 47,728,849

Reconciliation of rental expenses with lease interest and ROU depreciation


Rental expense incurred for lease contracts 53,040,839 47,728,849
Interest expenses on lease liability as per IFRS 16 shown in P&L 11,787,340 12,897,052
Depreciation on right of use asset as per IFRS 16 shown in P&L 46,434,480 37,432,890

24. Loans and borrowings

See accounting policy in Note 43.6(iii)(b).


In Taka 31 March 2021 31 March 2020
Short term loan 250,000,000 -
250,000,000 -

This short term loan is taken from Citibank N.A.,Gulshan branch, for the purpose of managing working capital for a
duration of three months.

25. Trade and other payables

See accounting policy in Note 43.6(iii)(a).

In Taka Note 31 March 2021 31 March 2020


Trade payables 25.1 937,295,045 776,586,623
Other payables 25.2 2,145,605,320 1,935,342,636
3,082,900,365 2,711,929,259

25.1 Trade payables

In Taka 31 March 2021 31 March 2020


Related party trade payables
Payable against raw material 441,206,707 199,436,248
Payable against packing material 7,151,743 892,454
448,358,450 200,328,702
Third party trade payables
Payable against raw material 73,916,649 100,614,332
Payable against services 290,128,764 369,482,503
Payable against packing material 119,247,904 104,355,701
Payable against finished goods 5,643,278 1,805,385
488,936,595 576,257,921
937,295,045 776,586,623

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Auditors' Report & Financial Statements

25.2 Other payables

In Taka 31 March 2021 31 March 2020


Related party other payables
Royalty payable 107,135,382 176,513,966
General and technical assistance fees payable 86,039,653 313,359,294
Payable against expenses 55,809
Payable against capital goods 14,593,598 -
207,768,633 489,929,069
Third party other payables
Payable against expenses 565,367,923 473,941,727
Payable against business promotion expense 824,676,798 509,232,759
Import duty and related charges payable 115,589,691 145,719,882
Withholding tax and VAT payable 37,518,458 9,838,781
Workers' profit participation and welfare fund 220,758,871 188,004,407
Festival bonus 5,533,485 12,615,191
Advance from customers 106,211,149 16,266,231
Payable against capital goods 7,474,338 15,160,516
Unclaimed dividend 16,136,646 17,924,382
Audit fees payable 1,400,000 1,400,000
Interest accrued on loans 892,072 41,257
Supplementary duty 36,277,256 55,268,434
1,937,836,687 1,445,413,567
2,145,605,320 1,935,342,636

26. Current tax liabilities

In Taka Note 31 March 2021 31 March 2020


Provision for income tax 26.1 5,817,546,371 4,749,128,795
Advance income tax 26.2 (5,213,286,943) (4,143,685,948)
604,259,428 605,442,847

26.1 Provision for income tax

In Taka 31 March 2021 31 March 2020


Opening balance 4,749,128,795 3,837,016,123
Provision for current period/year 1,068,417,576 908,685,699
Provision for prior year:
Assessment year 2019-2020 - 3,426,973
Closing balance 5,817,546,371 4,749,128,795

26.2 Advance income tax

In Taka 31 March 2021 31 March 2020


Opening balance 4,143,685,948 3,376,647,788
Payment during the year:
Payment for current period/year 656,592,012 491,249,372
Payment for prior year:
Assessment year 2015-2016 42,515,295 -
Assessment year 2016-2017 1,972,778
Assessment year 2019-2020 - 275,788,788
Assessment year 2020-2021 368,520,910 -
Closing balance 5,213,286,943 4,143,685,948

180 Annual Report 2021 Back to Table of Contents


26.3 Year wise break up of provision for current tax and balance of advance income tax for open years

Provision for Advance


Accounting Assessment income tax income tax
Status
year/period ended year (Amount in (Amount in
Taka) Taka)
31 March 2021 2021-22 1,068,417,576 656,592,012
31 March 2020 2020-21 908,685,699 859,770,282 Return submitted
31 March 2019 2019-20 715,903,898 714,242,632 Open at DCT level
31 March 2018 2018-19 603,956,939 560,411,195 Return submitted
31 March 2017 2017-18 511,139,076 482,832,785 Open at DCT level
31 March 2016 2016-17 536,229,894 518,801,912 At TAT*
31 March 2015 2015-16 502,672,640 481,507,633 At TAT*
31 March 2014 2014-15 475,304,697 468,166,315 At High Court
31 March 2013 2013-14 279,549,372 234,442,800 At TAT*
31 March 2012 2012-13 206,588,040 236,519,377 At TAT*
30 September 2008 2009-10 9,098,540 - At TAT*
5,817,546,371 5,213,286,943

*Taxes Appellate Tribunal

27. Related party transactions


27.1 Parent and ultimate controlling party

Marico Limited, India has 90% shareholding of the Company. As a result, the parent of the Company is Marico Limited,
India. The ultimate controlling party of the Company is Marico Limited, India.

27.2 Transactions with key management personnel

For the year ended


In Taka
31 March 2021 31 March 2020
Directors' fees 1,027,340 996,670
Director's remuneration 29,516,834 25,099,806
30,544,174 26,096,476

Compensation for the Company's key management personnel includes Directors' remuneration and fees. These
expenses are included in general and administrative expenses.

27.3 Other related party transactions


During the year the Company carried out a number of transactions with related parties in the normal course of business
and on an arm's length basis. The name of related parties, nature of transactions, their total value and closing balance
have been set out in accordance with the provisions of IAS 24 Related party disclosure.

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Auditors' Report & Financial Statements

27.3.1 Transactions with parent company

In Taka
Name of Transaction Transaction Balance as at Balance as at
Nature of
the related Relationship
transaction 2021 2020 31 March 2021 31 March 2020
parties
Purchase of raw 69,327,054 79,138,940 25,404,308 1,800,430
materials, packing
materials and
finished goods
Purchase of asset 16,393,486 2,262,960 14,593,597 -
Sales of finished goods 384,841 - - -
Marico Parent (FG) and semi-finished
Limited, India company goods (SFG)
Sales of packing 89,495 -
materials
Royalty 107,135,381 92,971,017 107,135,381 176,513,966
Dividend 2,551,500,000 2,268,000,000 - -
General and technical 86,547,962 71,792,928 86,039,654 313,359,294
assistance fees

27.3.2 Transactions with other related parties

In Taka
Name of Transaction Transaction Balance as at Balance as at
Nature of
the related Relationship
transaction 2021 2020 31 March 2021 31 March 2020
parties
Marico Middle Associated Purchase of raw 2,302,086,094 1,925,977,910 422,954,142 198,528,272
East FZE company materials (RM)
Marico South Associated Purchase of finished 1,246,188 1,725,549 - -
East Asia company goods (FG)
Reimbursement of 55,730 55,615 - 55,809
expenses

28. Disclosures as per BSEC notification no. BSEC/CMRRCD/2006-158/208/Admin/81 dated 20 June 2018

28.1 Calculation of net asset value per share

In Taka 31 March 2021 31 March 2020


Net asset 1,636,572,396 1,387,680,232
Number of shares 31,500,000 31,500,000
Net asset value (NAV) per share 51.95 44.05

28.2 Calculation of net operating cash flow per share (NOCFPS)

In Taka 31 March 2021 31 March 2020


Net cash from operating activities 3,304,608,823 3,012,957,714
Number of shares 31,500,000 31,500,000
Net operating cash flow per share (NOCFPS) 104.91 95.65

182 Annual Report 2021 Back to Table of Contents


28.3 Reconciliation of net profit with cash flows from operating activities

In Taka Note 31 March 2021 31 March 2020


Profit after tax 3,108,680,032 2,646,238,447
Adjustment for:
- Depreciation 6.1.2 & 7 160,682,982 130,118,642
- Amortisation 7 1,403,206 2,017,794
- Gain on lease modification and cancellation 9.1 (23,065,477) -
- Gain on disposal of treasury bond 9.1 (11,334,400) -
-Effect of movement in exchange rate on cash held (184,588) (469,786)
- Interest expense 10.2 2,962,773 17,657,581
- Interest expense on lease 10.2 11,787,340 12,897,052
- Impairment loss/(reversal of impairment) of PPE 7 2,413,121 1,720,262
- Interest income 10.1 (149,398,274) (239,693,041)
- Gain/(loss) on sale of property, plant and equipment 9.1 & 9.2 371,006 1,467,821
- Tax expense 13 1,085,738,503 925,845,292
4,190,056,224 3,497,800,064
Changes in operating assets and liabilities:
Inventories 19 (348,349,453) (540,607,572)
Other financial assets 18 (26,218,662) (14,777,213)
Advances, deposits and prepayments 17 82,101,469 (119,641,378)
Employee benefits 22 (53,027,499) (3,888,793)
Trade and other payables 25 363,212,871 794,641,465
Cash generated from operating activities 4,207,774,950 3,613,526,573

Interest paid (2,111,958) (18,266,324)


Interest received 168,546,826 184,735,625
Income tax paid 26.2 (1,069,600,995) (767,038,160)
Net cash flows from operating activities 3,304,608,823 3,012,957,714

29. Production capacity

Installed capacity
Main product Unit of measure
31 March 2021 31 March 2020
Parachute Coconut Oil (PCNO) KL 36,500 36,500
Copra Crushing MT 36,000 36,000
Refined Oil MT 18,000 18,000
Value Added Hair Oil (VAHO) KL 15,600 15,200
Water based product KL 12,000 12,000
Edible Oil KL 4,000 3,600

30. Commitment

i) Capital commitment
31 March 2021 31 March 2020
Estimated amount of contracts remaining to be executed on capital account 281,606,861 119,656,388

ii) Other commitment


31 March 2021 31 March 2020
Outstanding L/C 1,127,506,863 242,262,007

L/C amount for import of raw material, packing materials and finished goods which were not received till the reporting date.

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Auditors' Report & Financial Statements

31. Contingent liabilities

The Company has contingent liability of BDT 1,103,433,853 as on 31 March 2021 in respect of indirect tax (VAT) and
workers' profit participation & welfare fund. These are being vigorously defended by the Company. The management
considers that it is not appropriate to make provision in respect of any of these claims.

The Company has ordinary letter of credit amount of Taka 989,732 , Taka 1,069,128,249 and Taka 57,388,882 with Citibank,
N.A., Standard Chartered Bank and Hongkong and Shanghai Banking Corporation respectively. Shipping guarantee of
Taka 989,732, Taka 69,741,571 and Taka 528,447 with Citibank, N.A., Standard Chartered Bank and Hongkong and Shanghai
Banking Corporation respectively.

32. Dividends declared and remitted

The Company remitted the following amounts, net of taxes in foreign currency during the year to Marico Limited, India, a
non-resident shareholder of the Company.

Dividends Dividends remitted


In Taka
declared 31 March 2021 31 March 2020
Interim dividend for the period ended 28 February 2019 630,000,000 - 510,300,000
Final dividend for the year ended 31 March 2019 157,500,000 - 127,575,000
Interim dividend for the period ended 30 June 2019 787,500,000 - 637,875,000
Interim dividend for the period ended 30 September 2019 630,000,000 - 510,300,000
Interim dividend for the period ended 31 December 2019 945,000,000 - 765,450,000
Final dividend for the year ended 31 March 2020 630,000,000 510,300,000 -
Interim dividend for the period ended 30 June 2020 945,000,000 765,450,000 -
Interim dividend for the period ended 30 September 2020 630,000,000 510,300,000 -
Interim dividend for the period ended 31 December 2020 630,000,000 510,300,000 -
2,296,350,000 2,551,500,000

33. Capital management

For the purpose of the Company's capital management, capital includes issued capital, share premium and all other
equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital
management is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business.

To maintain or adjust capital structure, the Company may adjust the amount of dividend, return on capital, issue new
share or obtain long term-debt. All major investment and financing decisions, as a part of its capital management, are
evaluated and approved by its Board of Directors.

No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2021.

34. Segment information

The Company essentially provides similar products to customers across the country. Business activities in which it engages
and the economic environments in which it operates are of similar nature. Its business is not segmented by products or
geographical areas and its operating result is viewed as a whole by its management. Hence, segment information is not
relevant for the Company.

35. Number of employees

The number of employees engaged for the whole year or part there of who received a total salary of TK 36,000 p.a. and
above is 417 (2020:336), among them 106 employees left Marico and 311 (2020:272) existed at 31 March 2021.

184 Annual Report 2021 Back to Table of Contents


36. Impact of COVID-19 on Marico Bangladesh Limited

On 11 March 2020, COVID-19 has been declared a pandemic by the World Health Organisation, and Bangladesh
Government has taken restrictive measures including declared general public holidays to contain its further spread
affecting free movement of people and goods. As a consequence, the COVID-19 outbreak has brought about additional
challenges in the Company’s operating environment and has impacted the way of Company’s operations in Bangladesh.

The Company is closely monitoring the impact of the developments on the Company’s businesses. As the situation is
fast evolving, the effect of the outbreak is subject to significant levels of uncertainty, with the full range of possible effects
unknown.

The Company had assessed the impact of COVID-19 on its business. The assessment was made in the following areas:

IFRS 9 - Financial Instruments


IFRS 13 - Fair Value Measurement
IFRS 15 - Revenue from Contracts with Customers
IFRS 16 - Leases
IAS 2 - Inventories
IAS 12 - Income Taxes
IAS 19 - Employee Benefits
IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance
IAS 36 - Impairment of Assets:
IAS 37 - Provisions, Contingent Liabilities and Contingent Assets

From the assessment, the Company determines that it will not face any hurdle to manage working capital balances to
generate sufficient operating cash flows to meet the obligations as fall due. So, the Company does not have
any plan to defer any capital expenditures, dividends and other distributions. In addition to this, the Company does
not have any plan or is not in a situation that require to seek financial support from shareholders or taking advantage
of government assistance. Overall, there is no mentionable impact of COVID-19 on the financial statements of Marico
Bangladesh Limited for the year ended 31 March 2021.

37. Subsequent events

As per IAS - 10 ""Events after the Reporting Period"" events after the reporting period are those events, favourable
and unfavourable, that occur between the end of the reporting period and the date when the financial statements are
authorized for issue. Two types of event can be identified:

(a) Adjusting events after the reporting period which provide evidence of conditions which existed at the end of the
reporting period; and

(b) Non adjusting events after the reporting period, are those that are indicative of conditions that arose after the
reporting period.

The details about the events after reporting period are as follows:

The Board of Directors of Marico Bangladesh Limited at its 114th meeting held on 27 April 2021 has recomended final cash
dividend @ 200% i.e. Taka 20 per share, amount to total Taka 630,000,000 for the year ended at 31 March 2021.

Back to Table of Contents Marico Bangladesh Limited 185


38. Financial instruments - fair values and financial risk management

186
38.1 Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets
and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

31 March 2021

Annual Report 2021


Carrying amount
Financial
Fair value Other
Particulars Note Mandatorily FVOCI-debt FVOCI-equity assets at
Auditors' Report & Financial Statements

hedging financial Total


at fair value instruments instruments amortised
instruments liabilities
cost
Financial assets measured at fair value - - - - - - -
- - - - - - -

Financial assets not measured at fair value


Fixed deposits 18 - - - - 1,737,974,722 - 1,737,974,722
Loan to employees 18 - - - - 6,814,738 - 6,814,738
Trade receivables 18 - - - - 65,033,298 - 65,033,298
Cash and cash equivalents 20 - - - - 396,404,261 - 396,404,261
- - - - 2,206,227,019 - 2,206,227,019

Financial liabilities measured at fair value - - - - - - -


- - - - - - -

Financial liabilities not measured at fair value


Loans and borrowings 24 - - - - - 250,000,000 250,000,000
Trade and other payables 25 - - - - - 3,082,900,365 3,082,900,365
Lease liabilities 23 - - - - - 166,890,934 166,890,934
- - - - - 3,499,791,299 3,499,791,299

Back to Table of Contents


31 March 2020

Carrying amount
Financial
Fair value Other
Particulars Note Mandatorily FVOCI-debt FVOCI-equity assets at
hedging financial Total
at fair value instruments instruments amortised

Back to Table of Contents


instruments liabilities
cost
Financial assets measured at fair value - - - - - - -
- - - - - - -

Financial assets not measured at fair value


Fixed deposits 18 - - - - 1,290,000,000 - 1,290,000,000
Loan to employees 18 - - - - 1,673,431 - 1,673,431
Trade receivables 18 - - - - 43,955,943 - 43,955,943
Cash and cash equivalents 20 - - - - 420,407,014 - 420,407,014
- - - - 1,756,036,388 - 1,756,036,388

Financial liabilities measured at fair value - - - - - - -


- - - - - - -

Financial liabilities not measured at fair value


Trade and other payables 25 - - - - - 2,711,929,259 2,711,929,259
Lease liabilities 23 - - - - - 210,564,733 210,564,733
- - - - - 2,922,493,992 2,922,493,992

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187
Auditors' Report & Financial Statements

38.2 Financial risk management

The Company management has overall responsibility for the establishment and oversight of the Company's risk management
framework. Risk management policies, procedures and systems are reviewed regularly to reflect changes in market conditions
and the Company's activities. The Company has exposure to the following risks from its use of financial instruments:

Credit risk
Liquidity risk
Market risk

38.2.1 Credit risk

Credit risk is the risk of financial loss if a customer or counterpart to a financial instrument fails to meet its contractual
obligation which arises principally from the Company's receivables from customers.

The Company makes sales on advance basis i.e. it receives advance from customers prior to sale, so there is no credit risk
due to collectability from the customers. However, the Company maintains most of the financial assets with short-term
deposits and cash and cash equivalents.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk
at the reporting date was:

In Taka Note 31 March 2021 31 March 2020


Financial assets
Fixed deposits 18 1,737,974,722 1,290,000,000
Loans to employees 18 6,814,738 1,673,431
Trade receivables 18 65,033,298 43,955,943
Cash and cash equivalents 20 396,404,261 420,407,014
2,206,227,019 1,756,036,388

38.2.2 Liquidity risk

Liquidity risk is the risk that the Company may encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or other financial assets.

The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation.

The contractual maturities of financial liabilities of the Company are as follows:

Contractual cash flows


Carrying
In Taka Note Expected 2 months or More than
amount 2-12 months 1- 2 years 2- 5 years
cash flow less 5 years
31 March 2021
Loans and 24 250,000,000 250,000,000 250,000,000 - - - -
borrowings
Trade and other 25 3,082,900,365 3,082,900,365 513,816,727 2,569,083,638 - - -
payables
Lease liabilities 23 166,890,934 166,890,934 7,232,159 37,402,052 48,886,907 67,986,282 5,383,534
3,499,791,299 3,499,791,299 771,048,886 2,606,485,690 48,886,907 67,986,282 5,383,534
31 March 2020
Trade and other 25 2,711,929,259 2,711,929,259 2,711,929,259 - - - -
payables
Lease liabilities 23 210,564,733 210,564,733 21,030,699 21,805,694 50,131,396 117,596,944 -
2,922,493,992 2,922,493,992 2,732,959,958 21,805,694 50,131,396 117,596,944 -

188 Annual Report 2021 Back to Table of Contents


38.2.3 Market risk

Market risk is the risk that includes changes in market price, such as foreign exchange rate, interest rates, and equity
prices that may affect the Company's income or the value of its holdings of financial instruments. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.

i) Currency risk

The Company's exposures to foreign currency risk at 31 March 2021 are as follows:

In USD 31 March 2021 31 March 2020


Import of goods and services (771,798) (564,730)
Bank balance 508,702 330,351
(263,096) (234,379)

The following significant exchange rates have been applied during the period/year:

Average rate Year-end spot rate


31 March 2021 31 March 2020 31 March 2021 31 March 2020
Exchange rate (USD/BDT) 84.82 84.62 84.71 84.94

ii) Foreign exchange rate sensitivity analysis

The basis for the sensitivity analysis to measure foreign exchange risk is an aggregate corporate-level currency exposure.
The aggregate foreign exchange exposure is composed of all assets and liabilities denominated in foreign currencies.

A 1% change in foreign exchange rates would have increased/(decreased) equity and profits or loss by the amounts
shown below. This analysis assumes that all other variables, in particular interest rates remain constant.

Profit/(loss) Equity
Effect in Taka
Strengthening Weakening Strengthening Weakening
31 March 2021
USD (1% movement) (222,869) 222,869 (222,869) 222,869

31 March 2020
USD (1% movement) (199,082) 199,082 (199,082) 199,082

iii) Interest rate risk

Interest rate risk is the risk that arises due to changes in interest rates. The Company is not exposed to fluctuations in
interest rates as it has no floating interest rate bearing financial liability as at the reporting date. The Company has not
entered into any agreement involving derivative instrument at the reporting date.

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Auditors' Report & Financial Statements

As at 31 March 2021, the interest rate profile of the Company's interest bearing financial instruments was:

In Taka 31 March 2021 31 March 2020


Fixed rate instruments
Financial assets
Fixed deposit receipts 1,737,974,722 1,290,000,000
Financial liabilities
Loans and borrowings 250,000,000 -
Variable rate instruments
Financial assets - -
Financial liabilities - -

39. Value of import calculated on CIF basis

In Taka 31 March 2021 31 March 2020


Materials and finished goods 3,069,741,302 2,743,115,157
Capital goods 2,226,274 143,058,091
3,071,967,576 2,886,173,248

40. Expenditure in foreign currency

In Taka 31 March 2021 31 March 2020


General and technical assistance fees 86,547,962 72,443,188
Professional consultation fees 2,739,756 7,030,998
89,287,718 79,474,186
41. Basis of measurement
The financial statements of the Company have been prepared on historical cost basis except for net defined benefit
(asset)/liability for which the measurement basis is the fair value of plan assets less the present value of the defined
benefit obligation, as explained in Note 43.9.
42. Standards issued but not yet effective
A number of new standards are effective for annual periods beginning after 1 January 2020 and earlier application is
permitted; however, the Company has not early adopted the new or amended standards in preparing these financial
statements.
A. Onerous contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)

The amendments specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose
of assessing whether the contract is onerous. The amendments apply for annual reporting periods beginning on or
after 1 January 2022 to contracts existing at the date when the amendments are first applied. At the date of initial
application, the cumulative effect of applying the amendments is recognised as an opening balance adjustment to
retained earnings or other components of equity, as appropriate. The comparatives are not restated. The Company
has determined that all contracts existing at 31 March 2021 will be completed before the amendments become
effective.
B. Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The amendments address issues that might affect financial reporting as a result of the reform of an interest rate
benchmark, including the effects of changes to contractual cash flows or hedging relationships arising from the
replacement of an interest rate benchmark with an alternative benchmark rate. The amendments provide practical
relief from certain requirements in IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 relating to:
Changes in the basis for determining contractual cash flows of financial assets, financial liabilities and lease
liabilities; and
Hedge accounting.

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C. Other standards
The following new and amended standards are not expected to have a significant impact on the Company's financial
statements.
COVID-19-Related Rent Concessions (Amendment to IFRS 16).

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16).
Reference to Conceptual Framework (Amendments to IFRS 3).
Classification of Liabilities as Current or Non-current (Amendments to IAS 1).
IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts.

43. Significant accounting policies



The Company has consistently (otherwise as stated) applied the following accounting policies to all periods presented
in these financial statements.

Note Particulars
43.1 Foreign currency transactions
43.2 Property, plant and equipment
43.3 Intangible assets
43.4 Right-of-use asset
43.5 Inventories
43.6 Financial instruments
43.7 Share capital
43.8 Dividend to the equity holders
43.9 Employee benefits
43.10 Accruals
43.11 Provisions
43.12 Income tax expenses
43.13 Revenue
43.14 Finance income and finance cost
43.15 Lease liabilities
43.16 Impairment
43.17 Contingencies
43.18 Assets held for sale
43.19 Earnings per share
43.20 Events after the reporting period

43.1 Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency (BDT) at exchange rates at the dates of
transactions. Monetary assets and liabilities denominated in foreign currencies at reporting date are re-translated
into (BDT) at the exchange rates ruling at the statement of financial position date. Non-monetary assets and liabilities
denominated in foreign currencies, stated at historical cost, are translated into (BDT) at the exchange rate ruling at the
date of transaction. Foreign exchange differences arising on translation are recognised in profit or loss.

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43.2 Property, plant and equipment

i) Recognition and measurement

Property, plant and equipment (PPE) is recognised as an asset if it is probable that future economic benefits associated
with the asset will flow to the entity and the cost of the item can be measured reliably.

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated
impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the assets, bringing the
assets to the location and condition necessary for it to be capable of operating in the manner intended by management.

Parts of an item of property, plant and equipment having different useful lives, are accounted for as separate items
(major components) of property, plant and equipment.

ii) Subsequent cost

Subsequent cost of an item of property, plant and equipment is capitalised only if it is probable that future economic
benefits embodied within the item will flow to the Company and its costs can be measured reliably. The costs of the
day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

iii) Depreciation

No depreciation is charged on land and asset under construction (AuC) as the land has unlimited useful life and AuC has
not yet been placed in service/commissioned.

Other items of property, plant and equipment is depreciated on a straight line basis in profit or loss over the estimated
useful lives of each item of property, plant and equipment. Depreciation is based on the cost of an asset less its residual
value. Significant components of individual assets are assessed and if a component has a useful life that is different
from the remainder of that asset, that component is depreciated separately. Depreciation is charged from the month of
acquisition of property, plant and equipment and no depreciation is charged in the month of disposal.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. The
estimated useful lives of the items of property, plant and equipment for the current and comparative period are as follows:

Assets Depreciation rate


Plant and machinery 10-33%
Factory equipment 20-33%
Moulds 15-33%
Factory building 5-20%
Laboratory equipment 20-33%
Office equipment 33-50%
Computers 33-50%
Furniture and fixtures 20-50%
Office building 10-20%
A.C and refrigerators 20-33%

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43.2 Property, plant and equipment (continued)

iv)
Derecognition

An asset is derecognised on disposal or when no future economic benefits are expected from its use and disposal.
Gains or losses arising from the derecognition of an asset are determined as the difference between net disposal
proceeds and the carrying amount of the assets and are recognised in profit or loss.

v) Asset under construction

Asset under construction represents the cost incurred for acquisition and/or construction of items of property, plant
and equipment that are not ready for use which is measured at cost. These are transferred to the property, plant
and equipment on the completion of the projects.

vi) Capitalisation of borrowing costs

As per the requirements of IAS 23 Borrowing Costs, directly attributable borrowing costs are capitalised during
construction period for all qualifying assets. A qualifying asset is an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale. The borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset are those borrowing costs that would have been
avoided if the expenditure on the qualifying asset had not been made. All other borrowing costs are recognised
in profit or loss in the period in which they are incurred.

43.3
Intangible assets

i) Recognition and measurement

Intangible assets have finite useful lives and are stated at cost less accumulated amortisation and any impairment losses.
Intangible assets are recognised in accordance with IAS 38 Intangible assets. Intangible assets include cost of acquisition
of computer software, intellectual property, copyright and other costs incidental to such capital expenditure.

ii) Subsequent costs

Subsequent costs are capitalised only when they increase the future economic benefits embodied in the specific
asset to which they relate. All other costs are recognised in profit or loss as incurred.

iii) Amortisation

Amortisation is recognised in profit or loss on straight line basis over the estimated useful lives of intangible assets
from the date they are available for use.

Intangible asset (Computer Software) is amortised at the rate of 20% to 33%.

iv) Derecognition

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or
disposal. Gains or losses arising from derecognition of intangible assets, measured as the difference between the
net disposal proceeds and the carrying amount of the assets, are recognised in profit or loss.

43.4 Right-of-use asset

The Company recognises a right-of-use asset at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount,of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove
the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use assets is subsequently depreciated using the straight-line method from the commencement date
to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the
end of the lease term.

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43.5
Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on weighted
average cost method, and includes expenditure incurred in acquiring the inventories, production or conversion
costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of production overheads based on normal
operating capacity. Stores and spares and material in transit are measured at cost.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.

Raw material, packing material and semi-finished goods are categorised in moving, slow moving and non-moving
inventory and inventory provision is calculated based on 25% of slow moving inventories and 100% of non-moving
inventories. Finished goods are categorised in fresh, slow moving, non-moving and expired inventories based on
shelf life of the product. Inventory provision is calculated based on 25% of slow moving and 100% of non-moving and
expired finished goods. Management may decide to make additional provision for seasonal and newly developed
product. For spare parts, inventory provision is calculated based on 10% of the total value of spares parts.

43.6
Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.

i. Recognition and initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial
assets and financial liabilities are initially recognised when the Company becomes a party to the contractual
provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is
initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to
its acquisition or issue. A trade receivable without a significant financing component is initially measured at the
transaction price.

ii. Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt investment; FVOCI
– equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business
model for managing financial assets, in which case all affected financial assets are reclassified on the first day of
the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as
at FVTPL:

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is achieved by both collecting contractual cash flows and
selling financial assets; and

its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.

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On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to
present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-
investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at
FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a
financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if
doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

43.6
Financial instruments (continued)

Financial assets – business model assessment

The Company makes an assessment of the objective of the business model in which a financial asset is held
at a portfolio level because this best reflects the way the business is managed and information is provided to
management. The information considered includes:

the stated policies and objectives for the portfolio and the operation of those policies in practice. These include
whether management’s strategy focuses on earning contractual interest income, maintaining a particular
interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or
expected cash outflows or realising cash flows through the sale of the assets;

how the performance of the portfolio is evaluated and reported to the Company's management; the risks that
affect the performance of the business model (and the financial assets held within that business model) and
how those risks are managed;

how managers of the business are compensated – e.g. whether compensation is based on the fair value of
the assets managed or the contractual cash flows collected; and

the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and
expectations about future sales activity.

Financial assets – subsequent measurement and gains and losses

Financial assets at These assets are subsequently measured at fair value. Net gains and losses, including any interest
FVTPL or dividend income, are recognised in profit or loss.
Financial assets at These assets are subsequently measured at amortised cost using the effective interest method.
amortised cost The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains
and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
Debt investments These assets are subsequently measured at fair value. Interest income calculated using the
at FVOCI effective interest method, foreign exchange gains and losses and impairment are recognised
in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and
losses accumulated in OCI are reclassified to profit or loss.
Equity investments These assets are subsequently measured at fair value. Dividends are recognised as income in
at FVOCI profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.
Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

Financial assets includes cash and cash equivalents, trade and other receivables and short term investment.

(a) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and all cash deposits with maturities of three months or less that
are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management
of its short-term commitments.

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(b) Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured
at amortised cost using the effective interest method, less any impairment losses.

(c) Short-term investment

Short-term investment consists of fixed deposits with original maturity of more than three months. The Company
has the positive intent and ability to hold FDR to maturity, and such financial assets are carried as financial assets
at amortised cost. Held-to-maturity financial assets are recognised initially at fair value plus any directly attributable
transaction costs. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortised
cost using the effective interest method, less any impairment losses.

iii. Financial liability

All financial liabilities are recognised initially on the transaction date at which the Company becomes a party to the
contractual provisions of the liability.

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expired.

Financial liabilities include trade and other payables etc.

(a) Trade and other payables

The Company recognises trade and intercompany payables when its contractual obligations arising from past
events are certain and the  settlement of which is expected to result in an outflow from the entity of resources
embodying economic benefits.

(b) Loans and borrowings

The Company derecognises loans and borrowings when its contractual obligations are discharged or cancelled, or
expire. The Company also derecognises loans and borrowings when its terms are modified and the cash flows of
the modified liability are substantially different, in which case a new financial liability based on the modified terms is
recognised at fair value.

43.7 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares,
net of any tax effects, are recognised as a deduction from equity.

Paid up capital represents total amount contributed by the shareholders and bonus shares, if any, issued by the
Company to the ordinary shareholders. Holders of ordinary shares are entitled to receive dividends as declared
from time to time and are entitled to vote at shareholders' meetings. In the event of a winding up of the Company,
ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any residual proceeds
of liquidation.

43.8 Dividend to the equity holders

The Company recognises a liability to make cash dividend when the distribution is authorised and the distribution
is no longer at the discretion of the Company. As per the corporate laws in Bangladesh, a distribution is authorised
when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

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43.9 Employee benefits

i) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus if the
Company has a present legal or constructive obligation to pay this amount as a result of past service provided by
the employee, and the obligation can be estimated reliably.

ii) Defined benefit plan (Gratuity)

The Company operates an funded gratuity scheme, provision in respect of which is made annually covering all
its eligible employees. This scheme is qualified as defined benefit plan. Employees are entitled to Gratuity benefit
after completion of minimum 05 (five) years of continuous service with the Company from the date of his/her
joining.

Eligibility to gratuity payments

Actual years of service Eligibility Calculation


Less than 4.5 years Not eligible Nil
4.5 years or more but less than 9.5 years Eligible (Last basic drawn)* (No. of years service)
9.5 years or more Eligible (Last basic drawn)* (No. of years service)* (1.5)

The calculation is performed annually by a qualified actuary using the projected unit credit method. When the
calculation results in a benefit to the Company, the recognised asset is limited to the total of any unrecognised
past service costs and the present value of economic benefits available in the form of any future refunds from the
plan or reductions in future contributions to the plan. When the benefits of the plan are improved, the portion of the
increased benefit related to past service by employees is recognised in profit and loss on a straight line basis over
the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense
is recognised immediately in profit and loss. Remeasurements of the net defined benefit liability, which comprise
actuarial gains and losses, are recognised immediately in other comprehensive income. Relevant tax impacts of
such remeasurements are also recognised under other comprehensive income.

iii) Leave encashment

The Company operates an unfunded leave encashment scheme, i.e. if its employees do not avail leave during his/
her service, s/he will be entitled to encash privilege leave at the time of separation from the Company subject to
maximum 60 days, at the rate of one month's basic pay for 30 days of privilege leave. This scheme is qualified as
other long term employee benefits.

The Company's net obligation in respect of leave encashment scheme is the amount of future benefit that employees
have earned in return for their service in the current and prior years and the calculation is performed annually by a
qualified actuary.

iv) Workers' profit participation and welfare fund

The Company operates a fund for workers as workers' profit participation and welfare fund ("the Fund") and
provides 5% of its profit before WPPF and tax as per provision of the Bangladesh Labour Act 2006. The Company
recognises the contribution to the fund as short term employee benefits.

The Fund is governed by Bangladesh Labour Act, 2006 as amended up to 28 September 2015 and the Trust Deed.

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43.10 Accruals

Accruals are liabilities to pay for goods or services that have been received or supplied but have not been paid,
invoiced or formally agreed with the supplier, including amongst due to employees. Accruals are reported as part
of trade and other payables.

43.11 Provisions

A provision is recognised in the statement of financial position when the Company has a legal or
constructive obligation as a result of past event and it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation and a reliable estimate thereof can be made.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is
no longer probable that an outflow of resources embodying economic benefits are required to settle the obligation,
the provisions are reversed.

43.12 Income tax expenses

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or
loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other
comprehensive income.

i) Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous
years. Provision for corporate income tax is made following the rate applicable for companies as per Finance Act
2020 i.e. 25%.

ii) Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at
the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted
or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised
simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent
that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are
reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will
be realised.

43.13 Revenue

The Company has initially applied IFRS 15 Revenue from contracts with customers from 1 April 2018. The Company
recognises as revenue the amount that reflects the consideration to which the Company expects to be entitled in
exchange for goods or services when (or as) it transfers control to the customer. To achieve that core principle, IFRS
15 establishes a five-step model as follows:
• Identify the contract with a customer;
• Identify the performance obligations in the contract;
• Determine the transaction price;
• Allocate the transaction price to the performance obligations in the contract; and
• Recognise revenue when (or as) the entity satisfies a performance obligation.

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Considering the five steps model, the Company recognises revenue when (or as) the Company satisfies a
performance obligation by transferring a promised good to a customer. Goods are considered as transferred when
(or as) the customer obtains control of that goods. Revenue from sale of goods is measured at the fair value of the
consideration received or receivable net of returns and allowances, trade discounts, rebates and Value Added Tax
(VAT).

43.14 Finance income and finance cost

i) Finance income

Finance income comprises interest income on funds invested and is recognised as it accrues in profit or loss using
the effective interest method.

ii) Finance cost

Finance cost comprise interest expense on borrowings and foreign exchange gain or loss.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset
are recognised in profit or loss using the effective interest method.

43.15 Lease liabilities

The Company recognises a right-of-use asset and a lease liabilities at the lease commencement date. The right-of-
use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment
losses, and adjusted for certain remeasurements of the lease liabilities.

The lease liabilities is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing
rate as the discount rate.

The lease liabilities is subsequently increased by the interest cost on the lease liabilities and decreased by lease
payment made. It is remeasured when there is a change in future lease payments arising from a change in an
index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or
as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be
exercised or a termination option is reasonably certain not to be exercised.

The Company has applied judgement to determine the lease term for some lease contracts in which it is a lessee
that include renewal options. The assessment of whether the Company is reasonably certain to exercise such
options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets
recognised.

43.16 Impairment

i. Financial assets

The Company recognises loss allowances for ECLs on:

• financial assets measured at amortised cost;

• debt investments measured at FVOCI; and

• contract assets.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of
the assets.

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The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are
measured at 12-month ECLs:

• debt securities that are determined to have low credit risk at the reporting date; and

• other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected
life of the financial instrument) has not increased significantly since initial recognition.

Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition
and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based
on the Company's historical experience and informed credit assessment and including forward-looking information.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all
cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the
cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial
asset.

ii) Non-financial assets

The carrying amounts of the Company's non-financial assets (other than inventories and deferred tax assets) are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication
exists, then the asset’s recoverable amount is estimated in order to determine the extent of impairment loss (if
any). Where it is not possible to determine the recoverable amount of an individual asset, the Company estimates
the recoverable amount of the Cash Generating Unit (CGU) to which the asset belongs. An impairment loss is
recognised if the carrying amount of an asset or its CGU exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value
in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

Impairment losses are recognised in profit or loss. An impairment loss is reversed only to the extent that the asset's
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no
impairment loss had been recognised.

43.17 Contingencies

i)
Contingent liability

A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company; or a present obligation that arises from past events but is not recognised because it is not probable that
an outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the
obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recognised in the statement of financial position of the Company. Moreover,
contingencies arising from claims, litigations, assessments, fines, penalties, etc. are recorded when it is probable that
a liability has been incurred and the amount can be reasonably estimated.

ii) Contingent asset

Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.

The Company does not recognise contingent asset.

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43.18 Assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, are classified as held for sale if it is highly
probable that they will be recovered primarily through sale rather than through continuing use.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less
costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets
and liabilities on a pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets,
employee benefit assets, investment property or biological assets, which continue to be measured in accordance
with the Company’s other accounting policies. Impairment losses on initial classification as held for sale or held for
distribution and subsequent gains and losses on remeasurement are recognised in profit or loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or
depreciated, and any equity-accounted investee is no longer equity accounted.

43.19 Earnings per share

The Company presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the year.

Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and
the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares.
However, dilution of EPS is not applicable for these financial statements as there was no dilutive potential ordinary
shares during the relevant periods.

43.20 Events after the reporting period

Events after statement of financial position date that provide additional information about the Company's position at
the statement of financial position date are reflected in the financial statements. Events after statement of financial
position date that are non-adjusting events are disclosed in the notes when material.

44. Going concern

The financial statements of the Company are prepared on a going concern basis. As per management assessment
there are no material uncertainties related to events or conditions which may cast significant doubt upon Company's
ability to continue as a going concern. The management do not see any issue with respect to going concern due
to recent pandemic COVID-19. Besides, the management is not aware of any other material uncertainties that may
cast significant doubt upon the Company's ability to continue as a going concern, which is most unlikely though yet
considering overall perspectives.

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