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Directors Report of Marico Ltd.

Mar 31, 2016

The Board of Directors (''Board'') is pleased to present the Twenty Eighth Annual Report of your Company, Marico Limited, for the year ended March 31, 2016 (''the year under review'', ''the year''or ''FY16'').

In line with the requirements of the Companies Act, 2013 (''the Act'') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the SEBI Regulations''), this report covers the financial results and other developments during the financial year April 1, 2015 to March 31, 2016 in respect of Marico Limited (''Marico'' or ''the Company''or ''your Company'') and Marico Consolidated comprising Marico, its subsidiaries and associate in India and overseas. The consolidated entity has been referred to as ''Marico Group''or ''Your Group''in this report.

FINANCIAL RESULTS - AN OVERVIEW

(Rs. in Crore)

Year ended Year ended Particulars March 31, March 31, 2016 2015

Consolidated Summary Financials for the Group

Revenue from Operations 6,132.04 5,732.98

Profit before Tax 1,033.75 821.65

Profit after Tax 724.78 573.45

Marico Limited - financial 4,947.37 4,681.20

Revenue from Operations

Profit before Tax 944.10 731.04

Less: Provision for Tax for the 242.24 185.87 current year

Profit after Tax for the current year 701.86 545.17

Add: Surplus brought forward 1,753.12 1,393.63

Profit available for Appropriation 2,454.98 1,938.80

Appropriations:Distribution to 435.43 161.24 shareholders

Tax on dividend 65.43 13.27

500.86 174.51

Transfer to Debenture - 11.17

Redemption Reserve

Surplus carried forward 1,954.12 1,753.12

Total 2,454.98 1,938.80

RESERVES

There is no amount proposed to be transferred to the Reserves.

BONUS ISSUE AND RECLASSIFICATION OF AUTHORIZED SHARE CAPITAL OF THE COMPANY

In order to increase the overall liquidity to enable broad- based investor participation, the Company, during the year under review issued bonus equity shares in the ratio of 1:1 to the shareholders which were allotted in December, 2015.

To facilitate the aforesaid bonus issue, your Company re-classified its Authorized Share Capital to Rs. 215 Crores divided into Rs.150 Crores Equity Shares of Re. 1 each and Rs.6.5 Crores Preference Shares of Rs. 10 each, which led to consequential alteration of Clause V of the Memorandum of Association of your Company.

DIVIDEND

Your Company''s wealth distribution philosophy has aimed at sharing its prosperity with its shareholders, through a forma earmarking/disbursement of profits to the shareholders.

Your Company''s distribution to equity shareholders during FY16 comprised the following:

First Interim Dividend of 175% on the equity base of Rs. 64.51 Crores.

Second Interim Dividend of 150% on the post bonus equity base of Rs. 129.02 Crores.

One time Special Third Interim Dividend of 100% on the post bonus equity base of Rs. 129.02 Crores.

The total equity dividend for FY16 (including dividend distribution tax) aggregated to Rs. 500.86 Crores. The overal dividend payout ratio hence is 69% of the consolidated profit after tax as compared to 30% during FY15.

REVIEW OF OPERATIONS

During FY16 Marico posted revenue from operations of Rs. 6,132 Crores, a growth of 7% over the previous year. The business delivered a volume growth of 7% with an operating margin of 17.3%. The business reported bottom line of Rs. 725 Crores, growth of 26% over last year.

Marico India, the domestic FMCG business, achieved a turnover of Rs. 4,755 Crores in FY16, a growth of 7% over last year. Volume growth for the year was also at 7%. The overal sales growth was backed by continued growth momentum in categories of Parachute Coconut Oil, Edible Oils and Value Added Hair Oils (VAHO). The operating margin for the India business was healthy at 21.6% before corporate allocations. Higher operating margins can be attributed mainly to gross margin expansion led by softer input costs.

During the year, Marico International, the International FMCG business, posted a turnover of Rs. 1,376 Crores, a growth of 7% over FY15 in constant currency terms. The operating margin for the year was at 17.7% (before corporate allocations) reflecting a sustained structural shift over the last few years.

Your Company has demonstrated steady growth on both, the top line and the bottom line. Over the last 5 years, the top line has grown by 16% and bottom line by 19% at a Compounded Annual Growth Rate.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis, which inter- alia, covers the following, forms part of the Annual Report.

- Update on Macro Economic Indicators & FMCG Industry

- Opportunities and Threats

- Risks and Concerns

- Internal control systems and their adequacy

- Discussion on financial and operational performance

- Segment-wise performance

- Outlook

- Material development in Human Resource /Industrial Relations including number of people employed

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The composition of the CSR Committee is disclosed in the Corporate Governance Report.

A brief outline of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2015-16 together with progress thereon and the report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure A to this Report.

SUBSIDIARIES AND ASSOCIATE

A list of companies which are subsidiaries/associate to your Company is provided as part of the notes to Consolidated Financial Statements. During the period under review, there were no companies which have become subsidiaries of your Company. Beauté Cosmétique Societé Par Actions, a company in Vietnam, ceased to be a subsidiary of your Company w.e.f May 14, 2015 consequent to divestment. During the year under review, Bellezimo Professionale Products Private Limited became an associate of your Company w.e.f October 21, 2015 as per Section 2(6) of the Companies Act, 2013, consequent to acquisition of 45% equity stake by your Company.

A separate statement containing salient features of the financial statements of all subsidiaries of your Company forms part of the Consolidated Financial Statement in compliance with Section 129 and other applicable provisions of the Act. The statement reflects the performance and financial position of each of the subsidiaries.

The financial statements of the subsidiary companies and related information shall be uploaded on the website of your Company which can be accessed using the link http:// marico.com/india/investors/documentation and the same are available for inspection by the Members at the Registered Office of your Company during business hours on all working days except Saturdays and Sundays up to the date of the Annual General Meeting, as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office Address.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company''s website which can be accessed using the link http://marico. com/investorspdf/Policy for determining Material Subsidiaries.pdf

RELATED PARTY TRANSACTIONS

All transactions with related parties entered into during the financial year 2015-16 were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the Rules made thereunder. There were no transactions which were material (considering the materiality thresholds prescribed under the Act or clause 49 of the erstwhile Listing Agreement/Regulation 23 of the SEBI Regulations). Accordingly, no disclosure is made in respect of the Related Party Transactions in the prescribed Form AOC-2 in terms of Section 134 of the Act and Rules made thereunder.

All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. In case of transactions which are unforeseen and in respect of which complete details are not available, the Audit Committee grants an omnibus approval to enter into such unforeseen transactions provided the transaction value does not exceed Rs. 1 Crore (per transaction in a financial year). The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis. During the year under review, in accordance with the amendment brought to the Companies (Meetings of Board and its Powers) Rules, 2014, on December 14, 2015, the Audit Committee, as authorized by the Board, has framed Criteria for granting an omnibus approval to the related party transactions to be entered into by the Company.

During the year under review, your Board updated the policy on Related Party Transactions as required under the SEBI Regulations. The policy is uploaded on the Company''s website and can be accessed using the link http://marico.com/ investorspdf/Policy on Related Party Transactions.pdf.

DEPOSITS

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014, at the end of the financial year 2015-16 or the previous financial year. Your Company did not accept any deposit during the financial year 2015-16.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, are given in the notes to the Standalone Financial Statements of the Company.

DIRECTORS''RESPONSIBILITY STATEMENT

To the best of their knowledge and information and based on the information and explanations provided to them by the Company, your Directors make the following statement in terms of Section 134(3)(c) of the Act:

- that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures from the same;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2016 and of the profit and loss of your Company for the said period;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on a ''going concern''basis;

- that proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively;

- that proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

DIRECTORS

There is no change in the composition of the Board.

During the year under review, declarations were received from all Independent Directors of the Company that they satisfy the ''criteria of Independence''as defined under Regulation 16(1)(b) of the SEBI Regulations and Section 149(6) of the Act, read with Schedule IV and the relevant Rules made thereunder.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Rajen Mariwala (DIN: 00007246) is liable to retire by rotation at the 28th Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. His re-appointment is being placed for your approval at the AGM. Your Directors recommend his re-appointment as the Non-Executive Director of your Company.

KEY MANAGERIAL PERSONNEL

During the year under review, there is no change in the Key Managerial Personnel of the Company. Subsequent to the close of the year, Mr. Surender Sharma, Head Legal - International Business has been appointed as the Company Secretary & Compliance Officer w.e.f. April 29, 2016 in place of Ms. Hemangi Ghag, who resigned from the post of Company Secretary & Compliance Officer on April 28, 2016. Ms. Ghag continues as an employee of your Company.

The Key Managerial Personnel of the Company as on date are:

1. Mr. Saugata Gupta is the Managing Director (MD) & Chief Executive Officer (CEO).

2. Mr. Vivek Karve is the Chief Financial Officer (CFO).

3. Mr. Surender Sharma is the Company Secretary (CS).

MEETINGS

The details of the meetings of the Board of Directors and its Committees held during the year under review are stated in the Corporate Governance Report.

The details of attendance of the Directors in the Board Meetings and its Committees during the year under review are stated in the Corporate Governance Report.

AUDIT COMMITTEE

The composition of the Audit Committee of the Board of Directors along with the composition of other Committees is stated in the Corporate Governance Report.

COMPANY''S POLICY ON NOMINATION, REMUNERATION, BOARD DIVERSITY, EVALUATION AND SUCCESSION

In terms of the applicable provisions of the Act, read with the Rules made thereunder and the SEBI Regulations, your Board has formulated a Policy on appointment, removal and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and also on Board Diversity, Succession Planning and Evaluation of Directors. Salient features of the said Policy are stated in the Corporate Government Report.

BOARD EVALUATION

Your Board is committed to assessing its own performance as also performance of individual director in order to identify its strengths and areas in which it may improve its functioning. Towards this end, the Corporate Governance Committee of the Board (''CGC) (which functions as the Nomination and Remuneration Committee of the Company for the purpose of the Companies Act, 2013), established the criteria and processes for evaluation of performance of individual Directors, Chairman of the Board, the Board as a whole and its individual statutory Committees. The appointment/re- appointment/ continuation of Directors is subject to positive outcome of the annual evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In terms of the Act, the Independent Directors on your Board also meet separately once in a year to discuss the matters as prescribed under Schedule IV to the Act and to assess the performance of the Non - Independent Directors of your Board.

The board evaluation exercise during the year under review has resulted in the Board identifying three focus areas for it to work upon in the coming years:

1. Intensifying its efforts in guiding the organization to get future ready, especially in identifying new growth drivers;

2. Renewed focus and time commitment for mentoring the senior management, setting them up for success in the ever changing macro environment; and

3. Revisiting the Board composition with an eye on future trends especially in the digital era.

The Board is also committed to review progress on these priorities during the annual Board Retreats held once a year.

DISCLOSURE RELATING TO REMUNERATION

The information required pursuant to Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is disclosed in ''Annexure B''to this report.

The Managing Director & CEO of your Company does not receive remuneration from any of the subsidiaries of your Company.

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an annexure to the Annual Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid annexure. However, this annexure shall be made available on the website of the Company 21 days prior to the date of Annual General Meeting (''AGM''). The information is also available for inspection by the Members at the Registered Office of the Company during business hours on all working days except Saturdays and Sundays up to the date of the AGM. Any Member desirous of obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office Address.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company''s approach on Corporate Governance has been detailed out in the Corporate Governance Report. Your Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to the financial statements. Your Board has also reviewed the internal processes, systems and the internal financial controls and the Directors''Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls.

VIGIL MECHANISM

Your Company has a robust vigil mechanism in the form of Unified Code of Conduct which enables employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code. The Company''s Unified Code of Conduct can be accessed on its website using the link http://marico.com/investorspdf/CoC book 09-04-14.pdf

This mechanism also provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The guidelines are meant for all members of the Company from the day they join and are designed to ensure that they may raise any specific concern on integrity, value adherence without fear of being punished for raising that concern. The guidelines also cover our associates who partner us in our organizational objectives and customers for whom we exist.

To encourage employees to report any concerns and to maintain anonymity, the Company has provided a toll free helpline number and a website, wherein the grievances/ concerns can reach the Company. For administration and governance of the Code, a Committee called ''the Code of Conduct Committee''(''CCC'') is constituted. The CCC has the following sub-Committees namely:

HR Committee - with an objective to appoint investigation team for investigation of HR related concerns / complaints.

IT Committee - with an objective of implementing the IT policy and resolution of IT related concerns / complaints under the Code.

Whistle Blower Committee - with an objective to appoint an investigation team for investigation for whistle blower complaints.

Prevention of Sexual Harassment Committee (PoSH Committee) –– with an objective to ensure a harassment free work environment including but not limited to appointment of investigation team for investigation of sexual harassment concerns/complaints.

The Board, the Audit Committee and the Corporate Governance Committee are informed periodically on the matters reported to CCC and the status of resolution of such cases.

The Company affirms that no personnel has been denied access to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a policy for the prevention of sexual harassment which is embedded in the CCC. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committees (ICC). During the financial year 2015- 16, the ICC received 1 complaint on sexual harassment and the same was disposed of in accordance with applicable laws and the policy of your Company.

RISK MANAGEMENT

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder value.

The key cornerstones of your Company''s Risk Management Framework are:

1. Periodic assessment and prioritization of risks that affect the business of your Company;

2. Development and deployment of risk mitigation plans to reduce the vulnerability to the prioritized risks;

3. Focus on both the results and efforts required to mitigate the risks;

4. Defined review and monitoring mechanism wherein the functional teams, the top management and the Board review the progress of the mitigation plans;

5. Embedding of the Risk Management processes in significant decisions such as large capital expenditures, mergers, acquisitions and corporate restructuring;

6. Wherever, applicable and feasible, defining the risk appetite and install adequate internal controls to ensure that the limits are adhered to.

The constitution of the Risk Management Committee (''RMC'') is stated in the Corporate Governance Report. The RMC assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. The detailed terms of reference and the composition of RMC are set out in the Corporate Governance Report.

Details of significant and material orders passed by the regulators

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

ESOP/Stock Appreciation Rights Schemes

Marico Employee Stock Option Scheme 2007

Your Company had formulated and implemented an Employee Stock Option Scheme (''the Scheme'') in 2007 for grant of Employee Stock Options (''the Options'') to certain employees of the Company and its subsidiaries. Accordingly, during the year under review, in view of exercise of the Options by the eligible employees of the Company, an aggregate of 1,03,600 equity shares were issued to them by the Company.

Subsequent to exercise of all the Options under the Scheme, the Scheme was concluded.

None of the Non-Executive Directors (including Independent Directors) have received Options in pursuance of the above Scheme. Likewise, no employee has been granted stock options, during the year equal to or exceeding 0.5% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Marico Employee Stock Option Scheme 2014

The Members of the Company at its Extra Ordinary Genera Meeting held on March 25, 2014 approved the Marico Employee Stock Option Scheme 2014 (''the Scheme'') for the benefit of the Managing Director & Chief Executive Officer (MD & CEO). The objective of this Scheme was to give a wealth building dimension to the remuneration structure of the MD & CEO. Further, it also aimed at promoting desired behaviour for meeting organization''s long term objectives and to enable retention through a customized approach.

The CGC is responsible for administrating the Scheme. The stock options (3,00,000) granted to the MD & CEO by the CGC on April 1, 2014, stand increased to 6,00,000 as at March 31, 2016 due to bonus equity shares issued by the Company during the year under review (in the ratio of 1:1) and are vested in the MD & CEO. The stock options vested in the MD & CEO constitute 0.05% of the current paid up equity capital of the Company as on the date of this Report.

Marico MD CEO Employee Stock Option Plan 2014

At the 26th Annual General Meeting of the Company held on July 30, 2014, the Members had approved the Marico MD CEO Employee Stock Option Plan 2014 (''MD CEO ESOP Plan 2014'' or ''the Plan'') for the benefit of Managing Director & Chief Executive Officer (''MD & CEO'') of the Company. The objective of this Plan is to enable grant of stock options on an annual basis to the MD & CEO as a part of his remuneration through one or more Scheme(s) notified under the Plan. The number of equity shares that may arise on a cumulative basis upon exercise of stock options under this Plan shall not exceed in aggregate 0.5% of the total paid up equity share capital of the Company.

The CGC is entrusted with the responsibility of administering the Plan and the Scheme(s) notified thereunder. Accordingly, no stock options were granted to the MD & CEO under the said Scheme for the year under review. However, the options granted (46,600) to the MD & CEO on January 5, 2015 by the CGC stand increased to 93,200 as at March 31, 2016 due to bonus equity shares issued by the Company during the year under review (in the ratio of 1:1). These stock options constitute 0.007% of the paid up equity share capital of the Company as on the date of this Report.

Marico Employees Stock Appreciation Rights Plan, 2011

At the 27th Annual General Meeting of the Company held on August 5, 2015, the Members had approved the Marico Stock Appreciation Rights Plan, 2011 (''STAR Plan''), for the welfare of its employees and those of its subsidiaries. Under the STAR Plan, the Corporate Governance Committee notifies various Schemes for granting Stock Appreciation Rights (STARs) to the eligible employees. Each STAR is represented by one equity share of the Company. The eligible employees are entitled to receive in cash the excess of the maturity price over the grant price in respect of such STARs subject to fulfillment of certain conditions and applicability of tax. The STAR Plan involves secondary market acquisition of the equity shares of your Company by an independent Trust set up by your Company for the implementation of the STAR Plan. Your Company lends monies to the Trust for making secondary acquisition of shares.

As at March 31, 2016 an aggregate of 50, 67,800 STARs were outstanding which constitute about 0.39% of the current paid up equity share capital of the Company.

Statutory information on ESOS, STAR and Trust

Disclosure on ESOS, STAR and Trust in terms of Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, Regulation 14 of the SEBI (Share Based Employee Regulations) and SEBI Circular dated June 16, 2015 is enclosed as ''Annexure C and forms part of this report. Further, the Company has complied with the applicable accounting standards in this regard.

The statutory auditors of the Company i.e. M/s. Price Waterhouse, have certified that implementation of all the above ESOP Schemes/Plans is in accordance with the erstwhile Securities and Exchange board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the SEBI (Share Based Employees Benefits) Regulations, 2014, as applicable, and the resolutions passed by the Members at the respective General Meetings approving the ESOP Schemes/Plans.

AUDITORS

Statutory Auditors

The Members, pursuant to the appointment of M/s. Price Waterhouse, Chartered Accountants as the statutory auditors of your Company at the 26th Annual General Meeting of your Company (AGM''), had ratified their appointment at the 27th AGM, to hold office from the conclusion thereof till the conclusion of the 28th AGM of the Company. Further, as required under Regulation 33(1)(d) of the SEBI Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The appointment of statutory auditors is approved by the Members up to the conclusion of 29th AGM of the Company.

Accordingly, your Directors seek ratification of the appointment of the statutory auditors for the financial year 2016-17.

Cost Auditors

M/s. Ashwin Solanki & Associates, Cost Accountants, were appointed as the Cost Auditor for the financial year 2015-16 to conduct the audit of the cost records of your Company. Your Directors have re-appointed M/s. Ashwin Solanki & Associates, Cost Accountants, as the Cost Auditor for the financial year 2016-17. In terms of the provisions of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, the Board seeks ratification of the remuneration payable to the Cost Auditors for the financial year 2016-17 at the 28th AGM.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed Dr. K. R. Chandratre, Practising Company Secretary, to conduct the secretaria audit of your Company. The Secretarial Audit Report is enclosed as ''Annexure D''to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITOR''S REPORT

The Auditor''s Report for the year ended March 31, 2016 does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE

As per the SEBI Regulations, a separate section on Corporate Governance practices followed by the Company together with a certificate from the Company''s statutory auditors, confirming compliance thereto is attached to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of The Companies (Accounts) Rules, 2014 is enclosed as ''Annexure E'' to this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 in accordance with Section 92(3) of the Act, read with the Companies (Management and Administration) Rules, 2014, are enclosed as ''Annexure F'' to this report.

ACKNOWLEDGEMENT

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals & vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, distributors, bankers and all other business associates and from the neighborhood communities of the various Marico locations. We look forward to continued support of all these partners in progress.



On behalf of the Board of Directors

Place: Mumbai Harsh Mariwala

Date: April 29, 2016 Chairman

(00210342)


Mar 31, 2013

To the Members

The Board of Directors (''Board'') is pleased to present the Twenty Fifth Annual Report of your Company, Marico Limited, for the year ended March 31, 2013 (''the year under review'', ''the year'' or ''FY13'').

In line with the requirements of the Listing Agreement with the BSE Limited and National Stock Exchange of India Limited, your Company has been reporting consolidated results - taking into account the results of its subsidiaries. This discussion therefore covers the financial results and other developments during April 2012 - March 2013 in respect of Marico Consolidated comprising Domestic Consumer Products Business under Marico Limited (Marico) in India, International Consumer Products Business comprising exports from Marico and operations of its overseas subsidiaries and the Skin Solutions Business of Kaya in India and overseas. The consolidated entity has been referred to as ''Marico'' or ''Group'' or ''Your Group'' in this discussion.

FINANCIAL RESULTS - AN OVERVIEW

Rs. Crore Year ended March 31, 2013 2012

Consolidated Summary Financials for the Group

Revenue from Operations 4596.2 3979.7

Profit before Tax 551.9 400.3

Profit after Tax 395.9 317.1

Marico Limited - financials

Revenue from Operations 3407.1 2965.3

Profit before Tax 542.0 399.3

Less: Provision for Tax for the current year 112.9 62.7

Profit after Tax for the current year 429.1 336.6

Add : Surplus brought forward 835.4 602.5

Profit available for Appropriation 1264.5 939.1

Appropriations:

Distribution to shareholders 32.2 43.0 Tax on dividend 5.2 7.0

37.4 50.0

Transfer to General Reserve 42.9 33.7

Debenture Redemption Reserve 21.3 20.0

Surplus carried forward 1162.8 835.4

Total 1264.5 939.1

DISTRIBUTION TO EQUITY SHAREHOLDERS

Your Company''s distribution policy has aimed at sharing your Company''s prosperity with its shareholders, through a formal earmarking / disbursement of profits to shareholders.

Keeping in mind the increase in the profits made by the Company over the last five years and in an endeavor to maximize the returns to its shareholders, the Company increased its dividend payout favourably during the year to 100% as compared to 70% during FY12. Your Company''s distribution to equity shareholders during FY13 comprised the following:

First interim dividend of 50% on the equity base of Rs 64.46 Crore

Second interim dividend of 50% on the equity base of Rs. 64.48 Crore

The total equity dividend for FY13 was at 100% amounting to (including dividend tax) Rs. 74.93 Crore. The overall dividend payout ratio hence is 19.3% as compared to 15.8% during FY12.

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion and Analysis, which, inter alia, covers the following:

- Industry structure and development

- Opportunities and Threats

- Risks and Concerns

- Internal control systems and their adequacy

- Discussion on financial and operational performance

- Segment-wise performance

- Outlook

In addition, a Review of Operations of your Company has been given in this report.

REVIEW OF OPERATIONS

During FY13 Marico registered revenue from operations of INR 4,596 Crore, a growth of 15% over the previous year. This was contributed by 12% expansion in volumes (includes 4% inorganic growth) accompanied by 3% through price increases and sales mix. The top line increase was accompanied by a bottom-line growth of 25%. Profit After Tax (PAT) including exceptional items during the year was at INR 396 Crore as against INR 317 Crore in FY12. The financial statements of FY13 and FY12 include certain exceptional items. The growth in PAT after excluding the impact of such items is healthy 18%. The details about the exceptional items is provided under section "Results of Operations".

The Company has demonstrated steady growth on both the top line and the bottom line. Over the last 5 years, they have grown at a Compounded Annual Growth Rate of 19% each.

Consumer Products Business: India

The Consumer Products Business in India (CPB) achieved a turnover of INR 3,253 Crore during FY13, a growth of about 18% over FY12. The organic domestic volume growth was about 11% in an environment of subdued demand. The healthy volume growth reflects strong equity of the Company''s brands in consumers'' minds.

Marico participates in the INR 2800 crore (USD 518 million) branded coconut oil market through Parachute, Nihar and Oil of Malabar. Parachute coconut oil in rigid packs, the focus part of its portfolio, grew by 10% in volume as compared to FY12. During the 12 month period ended March 2013 Parachute along with Nihar improved its market share by about 240 basis points (bps) over the same period last year to 57.6%

Marico''s hair oil brands (Parachute Advansed, Nihar and Hair & Care) have performed well over the past few years. These brands continued to record very healthy growths and market share gains during FY13. The volume growth rate was 24% for FY13. Marico''s basket of hair oil brands achieved market leadership position in the Value Added Hair Oils space and now have about 27% share (for 12 months ended March 31, 2013) in the INR 4500 crore (USD 834 million) market. This compares to a share of about 17%-18% about 5-6 years ago.

The Saffola refined edible oils franchise grew by about 7% in volume terms during FY13 compared to FY12. The deceleration in the growth can be attributed to two reasons: a softer demand environment in premium packaged foods that are discretionary in nature and inflation in the safflower oil and rice bran oil being at significantly higher levels compared to inflation in sunflower oil. This had led to expansion in premium of Saffola vis-a-vis the other refined edible oils. Though the Company doesn''t believe that Saffola''s existing consumers are down trading there is a deceleration in the rate at which new consumers are upgrading into the Saffola brand, leading to a lower growth rate. The Company has initiated some price reduction in select packs in order to bring the premium back to sustainable levels.

Saffola oats, including its savory variants, are now available on a national basis. Saffola has an exit market share of about 13% by volume in the Oats category and has emerged as the number two player in the category showing a fast paced growth of 30% per annum. Besides offering oats Saffola strengthened its position in the breakfast category by introducing Muesli on a national basis. The market size of Muesli is estimated to be around INR 80 crore to INR 100 crore (USD 14.8 million to USD 18.5 million) growing rapidly at rates in excess of 40%. Saffola Muesli has already become a number 3 player with an exit market share of about 9%.

Parachute Advansed Body Lotion has achieved a market share of over 7% (moving 12 months basis) within a short period of time and has become the number 3 participant in the market. The brand gained about 320 bps in market share during the current season as compared to the last season.

The acquired portfolio of the youth brands has completed its first financial year in Marico''s hands (even though this year was of 9 months as the transaction was completed in end of May 2012). The overall performance thus far is tracking better than the company''s acquisition assumptions. The turnover achieved from the youth brands during the year was INR 139 crore (USD 25.7 million), a growth of 18% over the corresponding period in FY12.

International FMCG Business

The year FY13 has been a mixed year for the international FMCG business. The overall business environment in international business remained challenging throughout the year. There were some pockets of the business that performed well whereas at the same time some faced challenges. The overall performance was subdued during the year mainly on account of de-growth in Middle East region.

During FY13, the Company''s international business recorded a turnover growth of 8% over FY12. Without considering the impact of adverse performance in GCC region, the international business grew by 17%.

Kaya

Kaya offers skin care solutions - its technology led cosmetic dermatological services and products through 105 clinics: 83 in India across 26 cities and 18 in the Middle East in addition to the 4 DRx clinics and medispas in Singapore and Malaysia.

During the year FY13, Kaya achieved a turnover of INR 336 crore (USD 62.2 million) registering a growth of about 21% over FY12. The Kaya business in India and in the Middle East achieved same store sales growth of about 12% during FY13 as compared to FY12. Amidst an environment where the discretionary spends are witnessing a deceleration in growth rates Kaya business has continued to report growth.

During FY13, Kaya recorded a loss of about INR 18.5 crore (USD 3.4 million) at the PBIT level. This compares with a loss of INR 30.8 crore (USD 5.7 million) at PBIT level for FY12 (this includes a financial hit of INR 13 crores of one-time adjustment in Kaya Middle East). The losses for the year FY13 also include a financial hit amounting to INR 15 crore (USD 2.8 million) on account of impairment of certain clinics in India and Middle East which are not performing as per expectation.

Taking the objective of increasing the product sales further, Kaya has introduced a new concept in the month of December 2012 called "Kaya Skin Bar". The Company now has three such stores opened in Delhi and Bangalore. The Company plans to prototype this concept with 4 or 5 stores and depending upon the response it will decide the future course of action.

OTHER CORPORATE DEVELOPMENTS

Completion of acquisition of Personal Care brands of Paras Pharmaceuticals from Reckitt Benckiser

Marico completed the acquisition of Halite Personal Care India Private Limited (the Company that owned personal care brands of Paras Pharmaceuticals Limited) from Reckitt Benckiser on May 29, 2012. This acquisition gave Marico an access to the male grooming brands Set Wet and Zatak and the post wash hair serum brand Livon. This acquisition is in line with the strategy to strengthen our participation in categories of hair care, skin care and male grooming. The acquired business operates in categories such as Hair creams/gels, Leave-on conditioner and Deodorants. While this acquisition gives your Company a leadership position in the categories of hair creams and gels and Leave-on conditioners, it also provides an entry into the fast growing deodorant category. The Company also expects to leverage synergies in the areas of buying (input materials and media) and distribution. There are also reverse distribution synergies of the acquired portfolio with Marico''s existing portfolio as the acquired portfolio gives Marico an access to the chemist and cosmetic channel of distribution in a much larger way. This year, the Company focused on integrating the operations into its own manufacturing, sales and distribution network. The integration process was successful and now complete.

Preferential Allotment of Equity Shares to part fund the acquisition of Personal care business of Paras Pharmaceuticals

The shareholders of the Company, at their meeting held on May 2, 2012, approved issue of equity shares on preferential allotment basis aggregating Rs. 50,000 lacs at a price of Rs. 170 per equity share to two overseas investors for funding a part of the Halite acquisition. Subsequently, the Company allotted 29,411,764 equity shares of face value of Re. 1 each at a share premium of Rs. 169 each to these investors on May 16, 2012. This resulted in increase of equity share capital by Rs. 294.12 lacs and securities premium reserve by Rs. 49,705.88 lacs. The proceeds of the issue together with internal accruals were infused by Marico as equity investment in MCCL. MCCL utilized the equity proceeds for acquiring 100% equity stake in Halite on May 29, 2012.

Restructuring of businesses, corporate entities and organization

The Board of Directors of Marico Limited, at its meeting held on 7th January 2013, passed a resolution approving restructuring of Marico''s businesses, corporate entities and organization, effective April 1, 2013.

This restructuring is a proactive step to build on Marico''s sustained value creation, taking into account

- the increasing convergence of businesses in Consumer Products in India (Current CPB) and the International Business Group (Current IBG) and

- Kaya''s distinct potential to create value as an independent business.

Marico Limited is currently the apex corporate entity, which effectively owns all businesses in the group. The objective is to create two separate companies through partitioning of the current Marico Limited, into an FMCG Business Company which is Marico Limited and Marico Kaya Enterprises Limited (MaKE), a newly formed Skin Care Solutions Business Company for this purpose.

As a consideration, the shareholders of Marico Limited as on the record date shall be issued 1 share of MaKE with a face value of Rs. 10 each for every 50 shares of Marico with a face value of Re. 1 each. Consequently, the shareholding structure of MaKE will mirror the shareholding structure of Marico Limited.

The Corporate Entity restructuring is subject to shareholders, creditors, lenders and other contractual, statutory and regulatory approvals as may be required.

Subsidiaries of the Company

With effect from March 15, 2013, Marico Innovation Foundation (MIF), a company registered under Section 25 of the Companies Act, 1956, as a company limited by guarantee not having share capital, became a wholly owned subsidiary of the Company. MIF was set up with an objective to fuel innovation and promote application of qualified innovation in all forms of businesses, educational, social, cultural, and creative and sports related enterprises. Your Company would continue to make contributions towards CSR through the activities of MIF.

Halite Personal Care India Private Limited (Halite), a step down subsidiary of the Company, is under voluntary liquidation. On January 18, 2013, the shareholders of Halite passed a special resolution for voluntarily liquidation and appointment of a liquidator. The liquidator distributed the assets of Halite in species to its only shareholder Marico Consumer Care Limited, a wholly owned subsidiary of your Company.

MCCL Capital Reduction Scheme

The shareholders of MCCL, at their meeting held on April 1, 2013 decided to adjust the carrying costs of acquired intellectual property right upon voluntary liquidation of Halite, directly against net worth of the company, in accordance with the provisions of Section 78 (read with Sections 100 to 103) of the Companies Act, 1956. The said capital reduction is subject to the approval of the Hon''ble High Court of Judicature at Bombay. MCCL has filed a petition in this regard with the High Court.

Transfer of KME ownership from MME to DIAL

To align the shareholding in Kaya''s skin care business so as to integrate the ownership under Kaya Limited in view of the proposed de-merger in Kaya''s skin care business from the Company, the shareholders of Marico Middle East FZE at their meeting held on March 18, 2013 approved disinvestment of 100% stake in Kaya Middle East FZE to Derma Rx International Aesthetics Pte. Ltd (DIAL) for a consideration of 55,050,000 UAE Dirhams. The disinvestment was effected through a share purchase agreement between MME and DIAL dated February 7, 2013 subject to approval from Hamriyah Free Zone Authority (HFZA). Post approval it will become a subsidiary of DIAL.

Marico Employee Stock Option Scheme 2007

In pursuance of shareholders'' approval obtained on November 24, 2006, your Company formulated and implemented an Employee Stock Options Scheme (the Scheme) for grant of Employee Stock Options (ESOS) to certain employees of the Company and its subsidiaries. The Corporate Governance Committee (''Committee'') of the Board of Directors of your Company is entrusted with the responsibility of administering the Scheme and in pursuance thereof, the Committee has granted 1,13,76,300 stock options (as at March 31, 2013) comprising about 1.76% of the current paid up equity capital of the Company as at March 31, 2013. An aggregate of 3,52,665 options were outstanding as on March 31, 2013. Additional information on ESOS as required by Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is annexed and forms part of this Report.

None of the Non-executive Directors (including Independent Directors) have received stock options in pursuance of the above Scheme. Likewise, no employee has been granted stock options, during the year equal to or exceeding 0.5% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

The Company''s Auditors, M/s. Price Waterhouse, have certified that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members at the Extra-Ordinary General Meeting held on November 24, 2006.

Marico Employees Stock Appreciation Rights Plan, 2011

Your Company had implemented a long term incentive plan namely, Marico Stock Appreciation Rights Plan, 2011 (''STAR Plan'') in the previous financial year for the welfare of its employees and those of its subsidiaries. Pursuant to the STAR Plan the Corporate Governance Committee of the Board of Directors notifies various Schemes granting Stock Appreciation Rights (STARs) to certain eligible employees. Each STAR is represented by one equity share of the Company. The eligible employees are entitled to receive excess of the maturity price over the grant price in respect of such STARs subject to fulfillment of certain conditions and subject to deduction of tax. During the financial year under review the Corporate Governance Committee notified Scheme III on December 7, 2012 under the STAR Plan granting additional STARs to certain eligible employees. The vesting date of the STARs granted under Scheme III is November 30, 2015. As on March 31, 2013, an aggregate of 58,79,800 STARs were outstanding.

Exemption from attaching the Balance Sheets, etc. of the Subsidiary Companies with the Balance Sheet of the Company

The Ministry of Corporate Affairs ("MCA") has vide its circular no. 02/2011 dated 8th February, 2011, granted a general exemption under Section 212(8) of the Companies Act from attaching copies of the Balance Sheet, Statement of Profit and Loss, Directors'' Report and Auditors'' Report of its subsidiary companies with the Balance Sheet of the Company, subject to fulfillment of certain conditions.

In terms of the said circular, copies of the Balance Sheet, Statement of Profit and Loss, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. The Company has presented Consolidated Financial Statements comprising Marico Limited and its subsidiaries duly audited by the Statutory Auditors of the Company. The Consolidated Financial Statements prepared by the Company are in compliance with the Accounting Standard AS-21 as prescribed by the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement with the Stock Exchanges. The statement required under Section 212 of the Companies Act, 1956 is attached to the annual accounts of the Company. The Annual Accounts and related documents of all the Subsidiary Companies shall be made available for inspection to the shareholders of the Company and its subsidiaries at the Registered Office of the Company from Monday to Friday during the hours between 11.00 a.m. and 1.00 p.m. The Company will also make available physical copies of such documents upon request by any Member of the Company or its subsidiaries interested in obtaining the same and the same would also be made available on the website of the Company.

PUBLIC DEPOSITS

There were no outstanding Public deposits at the end of this or the previous year. The Company did not accept any public deposits during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act) amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

- In preparation of the Annual Accounts of your Company, the Accounting Standards, laid down by the Institute of Chartered Accountants of India from time to time, have been followed and that no material departures have been made from the same;

- Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgment and estimates have been made so as to ensure that the accounts give a true and fair view of the state of affairs of your Company as at March 31, 2013 and the profits of your Company for the year ended March 31, 2013;

- Proper and sufficient care has been taken for maintenance of appropriate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis;

- The observation(s) and qualification(s) of the Auditors in their report to the Members have been adequately dealt with in the relevant notes to the accounts. Hence no additional explanation is considered necessary.

CORPORATE GOVERNANCE

A report on Corporate Governance has been provided as a separate part of this Report.

DIRECTORS

Directors retiring by rotation

Mr. Rajen Mariwala and Mr. Atul Choksey, Directors of the Company, are liable to retire pursuant to the provisions of Section 256 of the Companies Act, 1956 respectively and being eligible offer themselves for re-appointment.

ADDITIONAL STATUTORY INFORMATION

Information under Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms part of this Report. Information pursuant to Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended by the Companies (Particulars of Employees) Amendment Rules, 1999 forms part of this Report. Although in accordance with the provisions of Section 219(1) (b)(iv) of the Act such information has been excluded from the Report and Accounts sent to the Members, any member desirous of obtaining this information may write to the Company Secretary at the Registered Office of the Company.

STATUTORY AUDITORS

M/s. Price Waterhouse, Chartered Accountants and Statutory Auditors of the Company retire at the ensuing Annual General Meeting and have confirmed their eligibility for re-appointment.

COST AUDITORS

Your Company appointed M/s. Ashwin Solanki & Associates, Cost Accountants, Mumbai, to conduct the cost audit for the Financial Year ended March 31, 2013 with respect to the products falling under Pharmaceutical, Edible Oil seeds and Oils (including Vanaspati) and packaged foods category. The Company has received necessary approval from Central Government for appointment of the Cost Auditor. The Cost Audit Report for the year ended March 31, 2013, will be submitted to the Central Government in due course.

INTERNAL AUDITORS

Ernst & Young LLP, a Chartered Accountant Firm, has been associated with your Company from the financial year 2012-13 as its internal auditor partnering your Company in the area of risk management and internal control systems.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, distributors, bankers and all other business associates, and from the neighbourhood communities of the various Marico locations. We look forward to continued support of all these partners in progress.

On behalf of the Board of Directors Place : Mumbai HARSH MARIWALA

Date : April 30, 2013 Chairman and Managing Director


Mar 31, 2012

The Board of Directors ('Board') is pleased to present the Twenty Fourth Annual Report of your Company, Marico Limited, for the year ended March 31, 2012 ('the year under review', 'the year' or 'FY12').

In line with the requirements of the Listing Agreement with the Bombay Stock Exchange and National Stock Exchange, your Company has been reporting consolidated results - taking into account the results of its subsidiaries. This Discussion therefore covers the financial results and other developments during April 2011 - March 2012 in respect of Marico Consolidated comprising Domestic Consumer Products Business under Marico Limited (Marico) in India, International Consumer Products Business comprising exports from Marico and operations of its overseas subsidiaries and the Skin Solutions Business of Kaya in India and overseas. The consolidated entity has been referred to as 'Marico' or 'Group' or 'Your Group' in this discussion.

FINANCIAL RESULTS - AN OVERVIEW

Rs. Crore Year ended March 31, 2012 2011

Consolidated Summary Financials for the Group

Revenue from Operations 4008.3 3135.0

Profit before Tax 400.3 376.4

Profit after Tax 317.1 286.4

Marico Limited - financials

Revenue from Operations 2970.3 2350.4

Profit before Tax 399.3 374.6

Less: Provision for Tax for the current year 62.7 59.2

Profit after Tax for the current year 336.6 315.3

Add : Surplus brought forward 602.5 382.6

Profit available for Appropriation 939.1 697.9

Appropriations:

Distribution to shareholders 43.0 40.5

Tax on dividend 7.0 6.7 50.0 47.2

Transfer to General Reserve 33.7 31.5

Debenture Redemption Reserve 20.0 16.7

Surplus carried forward 835.4 602.5

Total 939.1 697.9

DISTRIBUTION TO EQUITY SHAREHOLDERS

Your Company's distribution policy has aimed at sharing your Company's prosperity with its shareholders, through a formal earmarking / disbursement of profits to shareholders.

Marico has identified acquisitions as one of its avenues to pursue growth. In February 2012, your Company entered into an agreement to acquire the Personal Care business of Paras Pharmaceuticals from Reckitt Benckiser, Singapore. This transaction is expected to be completed by May 2012. Since April 2005, the Group has consummated 11 acquisitions including two each in India, Bangladesh, Egypt and South Africa and one each in Malaysia, Singapore and Vietnam. As part of its growth agenda, Marico would continue to explore new acquisition opportunities in the focus categories of skin care, hair care and functional food in the emerging markets of Asia and Africa to supplement its organic growth. These would create a need for additional funds. Your Company therefore intends to remain conservative in the quantum of dividend payout in the near future.

Your Company's distribution to equity shareholders during FY 12 comprised the following:

First interim dividend of 30% on the equity base of Rs 61.49 Crore Second interim dividend of 40% on the equity base of Rs. 61.49 Crore

The total equity dividend for FY12 at 70.0% is thus slightly higher compared to the dividend paid during FY11. The total dividend (including dividend tax) was Rs. 50.0 Crore (about 15.8 % of the Group PAT).

MANAGEMENT DISCUSSION AND ANALYSIS

An Annexure to this Report contains a detailed Management Discussion and Analysis, which, inter alia, covers the following:

- Industry structure and development

- Opportunities and Threats

- Risks and Concerns

- Internal control systems and their adequacy

- Discussion on financial and operational performance

- Segment-wise performance

- Outlook

In addition, a Review of Operations of your Company has been given in this report.

REVIEW OF OPERATIONS

Your Group continued to focus on expanding its consumer franchise. During FY12 Marico registered revenue from operations of INR 4008 Crore, a growth of 28% over the previous year. This was contributed by 17% expansion in volumes (includes 6% inorganic growth) accompanied by 11% through price increases and sales mix. The top line increase was accompanied by a bottom-line growth of 11%. Profit After Tax (PAT) including exceptional / extra-ordinary items during the year was at INR317 Crore as against INR 286 Crore in FY11. The growth in profits does not mirror the growth in top line due to inflationary pressures faced by the Company during the year. The Company consciously decided to absorb a part of the increase in input costs in order to maintain and grow its long term consumer franchise. Further, the financial statements of FY12 and FY11 include certain exceptional items. The growth in PAT after excluding the impact of such exceptional items is a healthy 25%.

During the year, Marico extended its record of year on year quarterly growth.

The company has demonstrated steady growth on both the top line and the bottom line. Over the last 5 years, they have grown at a Compounded Annual Growth Rate of 21% and 23% respectively.

Consumer Products Business: India

The Consumer Products Business in India (CPB) achieved a turnover of INR 2766 Crore during FY12, a growth of about 37% over FY11 (excluding turnover from Sweekar which was divested in March 2011 from the base. If sales of Sweekar were to be included in the base the growth would be 26%). The turnover growth reflected healthy demand and continued business momentum manifest in a volume growth of about 14% over FY11.

Parachute, Marico's flagship brand, continued to expand its franchise during the year. Parachute coconut oil in rigid packs, the focus part of its portfolio, grew by 11% in volume as compared to FY11. Small packs helped in driving this volume growth. Also, owing to the inflationary environment in the key input prices of coconut oil the competitive environment (specially the local/regional players) during the last few quarters has been soft thereby resulting in Marico's brands gaining market share. Its share during the 12 months ended March '12 was 55%.

Marico offers its consumers a basket of value added hair oils for their pre-wash and post wash hair conditioning, nourishment and grooming needs (Key brands being Parachute Advansed hair oil, Parachute Advansed Cooling oil, Parachute Jasmine non sticky hair oil, Parachute Advansed Ayurvedic Hair Oil, Nihar Naturals perfumed hair oil, Hair & Care nourishing non sticky hair oil, and Nihar Shanti Badam Amla hair oil). During the year, Marico's hair oil brands recorded healthy growth and the portfolio as a whole grew by about 24% in volume terms over FY11.

Marico's premium refined edible oils brand Saffola grew by about 11% in volume terms compared to FY11. The brand's strong heart health equity is now being leveraged through functional food extensions in breakfast cereal and low glycemic index rice.

Marico has been constantly investing in a healthy pipeline of new products. During the year your Company launched savory oats under Saffola and Body Lotion under Parachute Advansed.

International FMCG Business

From a single digit share in FY05, about 24% of the group's turnover is now contributed by Marico's International FMCG business. Its key geographical presence is in Bangladesh, MENA (Middle East and North Africa), South Africa and South East Asia.

During FY12, the company's international business recorded a turnover growth of 30% over FY11. During the year, your Company also successfully integrated the 85% acquisition of International Consumer Products (ICP) in Vietnam.

Marico has entered new geographies as well as scaled up presence in Nepal/Bhutan, Malaysia and Myanmar. During the year your Company has used the connect & develop model of faster innovation to launch an exciting new range of water gels, Ice gels & Rave Gels, Wax and Clay under Code 10 within six months of opportunity identification. We have also started using ICP as a sourcing base for the Malaysian market.

Myanmar tripled its base in FY12 with both the Nourishment (Parachute Advansed) and Male grooming (Code 10) business showing good traction. In the process we have gained significant market share. The Group expects to scale up this business significantly in the coming year(s).

Kaya

Kaya offers its technology led cosmetic dermatological services through 107 clinics: 82 in India across 26 cities and 19 in the Middle East, 2 in Dhaka and 4 clinics through Derma Rx in Singapore and Malaysia.

During FY12, Kaya's skin solutions business achieved a turnover of INR 279 Crore, recording a revenue growth of ~33% over FY11. On an overall basis Kaya made a loss of INR 29.1 Crore at PBIT level. During the year Kaya initiated a change in its positioning from 'cure' to 'cure care'. The new services introduced to take care of regular skin care needs received good traction. The focus on increasing revenue from products, led by introducing products from the Derma Rx range into the clinics in India has resulted in the contribution from the sales of products increasing from 13% to about 23%. These initiatives also helped Kaya business in India and Middle East to achieve the same clinic growth of 15%. Sustaining same store growth would reinforce Marico's belief in the Kaya Business model, especially as we perceive a significant long term opportunity in skin care solutions.

OTHER CORPORATE DEVELOPMENTS

Acquisition of Personal Care brands of Paras Pharmaceuticals from Reckitt Benckiser

Marico has entered into an agreement to acquire the erstwhile personal care business of Paras Pharmaceuticals Limited from Reckitt Benckiser, Singapore. Upon completion of this transaction, Marico shall own well known brands such as Set Wet, Livon, Zatak. The transaction is expected to be completed in the month of May 2012. This acquisition is in line with the strategy to strengthen our participation in categories of hair care, skin care and male grooming. The acquired business operates in categories such as Hair creams/gels, Leave-on conditioner and Deodorants. While your Company already participates in hair creams and gels and Leave-on conditioners, the acquisition provides an entry into the fast growing deodorant category. The Company also expects to leverage synergies in buying (input materials and media) and distribution of the acquired portfolio with Marico's existing portfolio.

Preferential Allotment of Equity Shares to part fund the acquisition of Personal care business of Paras Pharmaceuticals

Your Company, considering its medium term funds requirements, will be issuing additional equity shares amounting to INR 500 Crore preferential basis. The shareholders of the Company have accorded necessary approval for the preferential issue of equity shares at their extra-ordinary general meeting held on May 2, 2012. The allotment will be made on a preferential basis to Indivest Pte. Ltd. (an affiliate of Government of Singapore Investment Corporation Pte Ltd) and Baring India Private Equity Fund III Listed Investments Limited in the ratio of 3:1. These funds shall be used to fund part of the purchase consideration for the proposed acquisition of Paras personal care business by the Company. The issue is placed at a price of Rs. 170 per share. Your Company was able to get a premium of about 2.5% over the SEBI floor price. The receipt of funds and allotment of shares is expected to take place during May. 2012.

Marico Employee Stock Option Scheme 2007

In pursuance of shareholders' approval obtained on November 24, 2006, your Company formulated and implemented an Employee Stock Options Scheme (the Scheme) for grant of Employee Stock Options (ESOS) to certain employees of the Company and its subsidiaries. The Corporate Governance Committee ('Committee') of the Board of Directors of your Company is entrusted with the responsibility of administering the Scheme and in pursuance thereof, the Committee has granted 1,13,76,300 stock options (as at March 31, 2012) comprising about 1.85% of the current paid up equity capital of the Company as at March 31, 2012. An aggregate of 7,78,313 options were outstanding as on March 31, 2012. Additional information on ESOS as required by Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 is annexed and forms part of this report.

None of the Non-executive Directors (including Independent Directors) have received stock options in pursuance of the above Scheme. Likewise, no employee has been granted stock options, during the year equal to or exceeding 0.5% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

The Company's Auditors, M/s. Price Waterhouse, have certified that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members at the Extra-Ordinary General Meeting held on November 24, 2006.

Marico Employees Stock Appreciation Rights Plan, 2011

Your Company had implemented a long term incentive plan namely, Marico Stock Appreciation Rights Plan, 2011 ('STAR Plan') in the previous financial year for the welfare of its employees and those of its subsidiaries. Pursuant to the STAR Plan the Corporate Governance Committee of the Board of Directors notifies various Schemes granting Stock Appreciation Rights (SARs) to certain eligible employees. Each SAR is represented by one equity share of the Company. The eligible employees are entitled to receive excess of the maturity price over the grant price in respect of such SARs subject to fulfillment of certain conditions and subject to deduction of tax. During the financial year under review the Corporate Governance Committee notified Scheme II on December 1, 2011 under the STAR Plan granting additional SARs to certain eligible employees. The vesting date of the SARs granted under Scheme II is November 30, 2014. As on March 31, 2012, an aggregate of 41,46,600 SARs were outstanding.

Exemption from attaching the Balance Sheets, etc. of the Subsidiary Companies with the Balance Sheet of the Company

The Ministry of Corporate Affairs ("MCA') has vide its circular no. 02/2011 dated 8th February, 2011, granted a general exemption under Section 212(8) of the Companies Act from attaching copies of the Balance Sheet, Profit and Loss Accounts, Directors' Report and Auditors' Report of its subsidiary companies with the Balance Sheet of the Company, subject to fulfillment of certain conditions.

In terms of the said circular, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Report of the Auditors of the Subsidiary Companies have not been attached to the Balance Sheet of the Company. The Company has presented Consolidated Financial Statements comprising Marico Limited and its subsidiaries duly audited by the Statutory Auditors of the Company. The Consolidated Financial Statements prepared by the Company are in compliance with the Accounting Standard AS-21 as prescribed by the Companies (Accounting Standards) Rules, 2006 and the Listing Agreement with the Stock Exchanges. The statement required under Section 212 of the Companies Act, 1956 is attached to the annual accounts of the Company. The Annual Accounts and related documents of all the Subsidiary Companies shall be made available for inspection to the shareholders of the Company and its subsidiaries at the Registered Office of the Company from Monday to Friday during the hours between 11.00 a.m. and 1.00 p.m. The Company will also make available physical copies of such documents upon request by any Member of the Company or its subsidiaries interested in obtaining the same and the same would also be made available on the website of the Company,

PUBLIC DEPOSITS

There were no outstanding Public deposits at the end of this or the previous year. The Company did not accept any public deposits during the year,

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act) amended by the Companies (Amendment) Act, 2000, the Directors confirm that:

- In preparation of the Annual Accounts of your Company, the Accounting Standards, laid down by the Institute of Chartered Accountants of India from time to time, have been followed and that no material departures have been made from the same;

- Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgment and estimates have been made so as to ensure that the accounts give a true and fair view of the state of affairs of your Company as at March 31, 2012 and the profits of your Company for the year ended March 31, 2012;

- Proper and sufficient care has been taken for maintenance of appropriate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

- The annual accounts have been prepared on a going concern basis;

- The observation(s) and qualification(s) of the Auditors in their report to the Members have been adequately dealt with in the relevant notes to the accounts. Hence no additional explanation is considered necessary,

CORPORATE GOVERNANCE

A report on Corporate Governance has been provided as a separate part of this Report.

DIRECTORS

Directors retiring by rotation

Mr. Anand Kripalu and Mr. B. S. Nagesh, Directors of the Company, are liable to retire pursuant to the provisions of Section 256 and 262 of the Companies Act, 1956 respectively and being eligible offer themselves for re-appointment.

ADDITIONAL STATUTORY INFORMATION

Information under Section 217(1)(e) of the Act read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms part of this Report. Information pursuant to Section 217(2A) of the Act read with the Companies (Particulars of Employees) Rules, 1975, as amended by the Companies (Particulars of Employees) Amendment Rules, 1999 forms part of this Report. Although in accordance with the provisions of Section 219(1)(b)(iv) of the Act such information has been excluded from the Report and Accounts sent to the Members, any member desirous of obtaining this information may write to the Company Secretary at the Registered Office of the Company,

STATUTORY AUDITORS

M/s. Price Waterhouse, Chartered Accountants and Statutory Auditors of the Company retire at the ensuing Annual General Meeting and have confirmed their eligibility for re-appointment,

COST AUDITORS

Your Company appointed M/s. Ashwin Solanki & Associates, Cost Accountants, Mumbai, to conduct the cost audit of the formulations for the Financial Year ended March 31, 2012. The Company has received necessary approval from Central Government for appointment of the Cost Auditor. The Cost Audit Report for the year ended March 31, 2012, will be submitted to the Central Government in due course.

INTERNAL AUDITORS

Aneja Associates, a Chartered Accountant Firm, has been associated with your Company as its internal auditor partnering your Company in the area of risk management and internal control systems. This role has now been taken over by Ernst & Young, a Chartered Accountants Firm, who have been appointed as the new internal auditor of the Company for the financial year 2012-13 and onward. Your Company places on record its sincere appreciation for the services rendered by Aneja Associates as internal auditors of the Company,

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. The Board also wishes to place on record its sincere appreciation for the wholehearted support received from shareholders, distributors, bankers and all other business associates, and from the neighbourhood communities of the various Marico locations. We look forward to continued support of all these partners in progress.

On behalf of the Board of Directors

Place : Mumbai HARSH MARIWALA

Date : May 3, 2012 Chairman and Managing Director

 
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