Marico Limited — Board/Management Information 2020

Jul 16, 2020

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July 16, 2020

The Secretary, The Manager, Listing Department, Listing Department, BSE Limited, National Stock Exchange of India Limited, 1st Floor, Phiroze Jeejeebhoy Towers, 'Exchange Plaza', C-1 Block G, Dalal Street, Bandra Kurla Complex, Bandra (E) Mumbai – 400001 Mumbai – 400051 Scrip Code: 531642 Scrip Symbol: MARICO

– Sub.: Outcome of Board Meeting held on July 16, 2020 Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CF/CMD/4/2015 dated September 9, 2015

Dear Sir / Madam,

This is to inform you that the Board of Directors (‘Board’) of the Company, at its meeting held today i.e., July 16, 2020 (which commenced at 12.45 p.m. and concluded at 1.00 p.m.), inter alia , has transacted the following matters:

1. The Board approved the Scheme of Amalgamation between Marico Consumer Care Limited (a wholly owned subsidiary of the Company) and Marico Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013 (“the Scheme”). The Scheme is subject to the requisite statutory/regulatory approvals including the approval of jurisdictional National Company Law Tribunal (‘NCLT’), and the respective shareholders and creditors of the Company and Marico Consumer Care Limited (as may be directed by the NCLT).

Disclosure pursuant to Regulation 30(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR Regulations’) read with SEBI Circular No. CIR/CF/CMD/4/2015 dated September 9, 2015, is given in Annexure-I to this letter.

1. The Board accepted the resignation of Mr. Vivek Karve, Chief Financial Officer, to be effective from the close of business hours on September 10, 2020. Mr. Vivek Karve joined the Company in the year 2000 and was appointed as the Chief Financial Officer of the Company on April 1, 2014. In his 20 years stellar career in Marico’s Group Finance, Mr. Karve contributed significantly to the Company’s growth and transformation journey.

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Consequent to the above, the Board appointed Mr. Pawan Agrawal as the Chief Financial Officer of the Company with effect from September 10, 2020, in succession to Mr. Vivek Karve. A brief profile of Mr. Pawan Agrawal is enclosed as Annexure II with this letter.

This is for your information and record.

Thank you.

For Marico Limited

HEMANGI Digitally signed by HEMANGI YATEEN GHAG YATEEN GHAG Date: 2020.07.16 14:13:11 +05'30'

Hemangi Ghag Company Secretary & Compliance Officer

Encl.: As above

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Annexure – I

Amalgamation

Sr. No.	Particulars		Description	Description	Description
1	Name of the entity(ies) forming part of the amalgamation / merger, details in brief such as, size, turnover etc.	    	Transferor Company: – Marico Consumer Care Limited (‘MCCL’). Transferee Company: – Marico Limited (‘Marico’), listed on BSE Limited and National Stock Exchange of India Limited. MCCL is a wholly owned subsidiary of Marico. The Scheme envisages amalgamation of MCCL with Marico w.e.f. the Appointed Date of April 1, 2020. The details of the asset size, net worth and turnover of MCCL and Marico are as under: (Rs. in Crore) Particulars (as on March 31, 2020) MCCL Marico (standalone) Total assets 25.48 4,765 Net worth 25.04 3,504 Turnover 6.77 6,161
			Particulars (as on March 31, 2020)	MCCL	Marico (standalone)
			Total assets	25.48	4,765
			Net worth	25.04	3,504
			Turnover	6.77	6,161
2	Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"?	 	Yes, the transaction is a related party transaction and is at “arms length”. However, since MCCL is a wholly owned subsidiary of Marico, General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs specifically excludes the proposed Scheme from the ambit of provisions of related party transactions specified in Section 188 of the Companies Act, 2013.

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 Further, the proposed Scheme is also specifically
exempt from the applicability of related party
transactions provisions under the SEBI LODR
Regulations - Regulation 23(5)(b)
3 Area of business of the entity(ies)  Marico mainly operates in the Fast-Moving
Consumer Goods Segment. MCCL owns various
Intellectual Property Rights which are licensed to
Marico.
4 Rationale for amalgamation / The management of MCCL and Marico believe
merger amalgamation of MCCL into Marico, inter alia ,
would have the following benefits:
–
Consolidation of business;
–
Elimination of a multi layered structure;
–
Reduction in administrative, compliance and
other operational costs.
5 In case of cash consideration — There is no cash consideration involved. Since MCCL
amount or otherwise share is a wholly owned subsidiary of Marico, no shares of
exchange ratio Marico shall be allotted under the Scheme in lieu or
exchange of the shares of MCCL.
6 Brief details of change in There will no change in the shareholding pattern of
shareholding pattern (if any) of Marico pursuant to the Scheme as no shares are being
listed entity issued by Marico as consideration pursuant to the
proposed Scheme.
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Annexure – II

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Brief profile of Mr. Pawan Agrawal

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Mr. Pawan Agrawal is a Chartered Accountant (2000), and a B.Com (Hons) Graduate (1999) from St. Xavier’s college, Calcutta. He has about two decades of leadership experience across various finance verticals like Financial Planning & Analysis, Corporate Finance, Treasury, Investor Relations, Taxation & Commercial functions in the FMCG domain.

Mr. Agrawal joined Marico in 2004 as Regional Operations Manager for South Sales Division in Hyderabad. He has spent over 15 years with Marico and contributed in areas of Business Finance, Strategy Business planning, Cost optimization, International Business operations, setting up Internal Control architecture, Business Process Transformation and major Taxation transition. Presently, he is designated as Executive Vice President & Head – Finance. Prior to joining Marico, he worked with Eveready Industries (I) limited for 4 years in Internal Audit and Sales Commercial functions across many locations.

In his 20 years long career, he has had successful stints in areas of Business Finance and Corporate Finance. Backed by 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 organization. He has also won the CFONEXT100 Awards for two consecutive years in a row 2018 and 2019 at the Annual CFO Leadership Conclave.

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