Leadership - 2017
Our
chairman
Chairman & Managing Director
HARSH C. MARIWALA
Chairman & Managing Director
Harsh C. Mariwala leads Marico Limited (Marico) as its Chairman. Over the last 3 decades, Harsh Mariwala has transformed a traditional commodity driven business into a leading Consumer Products Company, in the Beauty and Wellness space. Marico markets leading brands such as Parachute Advansed, Saffola, Mediker, Revive, Setwet, Zatak, Livon among others. From a turnover of Rs.50 Lakhs in 1971, Marico's Products and Services in Hair Care, Skin Care and Healthy Foods generated a turnover of about Rs. 4596 crores during 2012-13. Today one out of three Indians is a Marico consumer. Marico has also established strong consumer franchises in its overseas markets in Asia and Africa. Under his leadership, Marico has achieved several awards and external recognition – over 100 in number of the last few years. Each of Marico's three businesses, consumer products in India, International Business and Kaya has received awardsin all functions across the value chain. Some of them are: The NDTV Profit 'Best Business Leadership' Award in the FMCG (Personal Hygiene) category, in 2007 and 2009, and was rated as one of India's Most Innovative companies by the Business Today - Monitor Group Innovation Study (2008). Harsh Mariwala was conferred with the Ernst & Young 'Entrepreneur of the Year' Award (2009) in the Manufacturing category, 'Talent Management Award' at the CNBC India Business Leader Award (2009), the 'Teacher's Achievement Award in Business' (2006) and the 'CEO with HR Orientation' - Global Excellence HR Award (2007) by the Asia Pacific HRM Congress. (Annexure1). This gives confidence about Marico's holistic growth and that the building blocks are falling into place. Harsh Mariwala's entrepreneurial drive and passion for Innovation, enthused him to establish the Marico Innovation Foundation in 2003. Under the stewardship of an eminent Board, the Foundation acts as a catalyst to fuel innovation in India. Some of the key initiatives of MIF are, 1) Bi-Annual Innovation Awards, 2) Social Innovation Acceleration program, 3) Innowin Magazine, 4) Book on Innovation – Breakthrough Innovations (55000 copies have been sold). As an expression of his Personal Social Responsibility, Mr. Mariwala recently launched ASCENT – Accelerating the SCaling up of ENTerprises to identify growth-stage entrepreneurs with potential and enable them in their scaling-up journey. In the first year of operations in Mumbai & Pune, ASCENT has garnered a membership of 250+ entrepreneurs and plans to expand to Delhi in the current year reaching a membership of 500 entrepreneurs. Mr. Mariwala was the President of Federation of Indian Chambers of Commerce and Industry (FICCI) in 2011. He has also held several positions as FMCG Committee Chairman of FICCI and CII. Mr. Mariwala is a part of Young President Organization (YPO) and World Presidents Organization (WPO) and has held the position of YPO Education, Membership and Chapter Chair.
Meet
the ceo
Rajiv Nair
Chief Executive Officer, Kaya Limited
Rajiv Nair is the Chief Executive Officer at Kaya Limited. With over 20 years of retail experience spanning across multiple formats including departmental stores, specialty retail & hypermarket format and catalogue retailing. His areas of experience include buying & merchandising, retail operations, private label/ brand development and overall P&L responsibilities.
Prior to this, Rajiv was the Chief Executive Officer at Celio Future Fashion Private Limited where his key role was to develop and grow Celio in India.
Rajiv has also worked in various capacities with Shoppers Stop Limited & Hypercity Retail India Limited. Rajiv spearheaded the launch of the Brand mothercare in India . His last role at Shoppers Stop was as the Head of the Womenswear & Kids wear businesses. He was business head for General Merchandise & Apparel at Hypercity retail limited
Rajiv has completed his Post Graduation in Management for Senior Executives at the Indian School of Business and his MMM in Marketing from Narsee Monjee Institute of Management Studies.
Meet
the team
BOARD COMMITTEES
AUDIT AND RISK MANAGEMENT COMMITTEE
COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE
Mr. Nikhil Khattau - Chairman
Mr. B.S. Nagesh - Member
Ms. Ameera Shah – Member
Mr. Harsh Mariwala – Permanent Invitee to the Committee
Ms. Almas Badar – Secretary to the Committee
TERMS OF REFERENCE:
- Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
- Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
- Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
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Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:
- Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report;
- Changes, if any, in accounting policies and practices and reasons for the same;
- Major accounting entries involving estimates based on the exercise of judgment by management;
- Significant adjustments made in the financial statements arising out of audit findings;
- Compliance with listing and other legal requirements relating to financial statements;
- Disclosure of any related party transactions;
- Qualifications in the draft audit report.
- Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
- Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
- Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
- Approval of all transaction with related parties and any subsequent modification of such transactions;
- Scrutiny of inter-corporate loans and investments;
- Valuation of undertakings or assets of the Company, wherever it is necessary;
- Evaluation of internal financial controls and risk management systems;
- Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
- Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
- Discussion with internal auditors of any significant findings and follow up there on;
- Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
- Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
- To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors, if any.
- To review the functioning of the Whistle Blower mechanism;
- Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate;
- To carry out such other function as may specifically delegated by the Board of Directors of the Company from time to time;
- Review impact of new legislations impacting financial reporting processes;
- Recommending to the Board, the appointment inclusive of filling of casual vacancy of an auditor, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;
- Review of Risk Management Framework and specific risk mitigation projects;
- Management discussion and analysis of financial condition and results of operations;
- Statement of significant related party transactions (as defined by this committee), submitted by management;
- Management letters / letters of internal control weaknesses issued by the statutory auditors;
- Internal audit reports relating to internal control weaknesses;
- The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit & Risk Management Committee,
- the recommendation for appointment, remuneration and terms of appointment of auditors of the company;
- examination of the financial statements and the auditors’ report - The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit & Risk Management Committee when it considers the auditor’s report but shall not have the right to vote;
- where a valuation is required to be made of any assets or net worth or liabilities, it shall be valued by a registered valuer appointed by this committee;
- approval of non-audit services to be rendered by the auditors.
NOMINATION AND REMUNERATION COMMITTEE
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
Mr. B. S. Nagesh - Chairman
Mr. Rajen Mariwala - Member
Mr. Irfan Mustafa - Member
Mr. Harsh Mariwala - Permanent Invitee to the Committee
Ms. Almas Badar - Secretary to the Committee
TERMS OF REFERENCE:
- Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
- Formulating criteria for evaluation of Independent Directors and the Board;
- Devising a policy on Board diversity;
- Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
- framing and implementing, on behalf of the Board and on behalf of the shareholders, a credible and transparent policy on remuneration of Executive Directors, including ESPS / ESOP, pension rights and any compensation payment;
- framing the Employees Share Purchase Scheme (ESPS) / Employees Stock Option Scheme (ESOS) for the employees of the Company and of its subsidiary companies; and recommending the same to the Board/shareholders for their approval and implementing the Scheme approved by the shareholders;
- suggesting to Board/shareholders changes in the ESPS/ESOS;
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deciding the terms and conditions of ESPS and ESOS which, inter-alia, include the following:
- Quantum of options / shares to be granted under the Scheme per employee and in aggregate;
- Vesting Period;
- Conditions under which option vested in employees may lapse in case of termination of employment for misconduct;
- Exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;
- Specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;
- Right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;
- Procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
- Grant, vest and exercise of option in case of employees who are on long leave;
- Procedure for cashless exercise of options;
- Forfeiture/cancellation of options granted;
- All other issues incidental to the implementation of ESPS / ESOS.
- Allotment of shares upon exercise of vested options;
- any other matter(s) as may be recommended by the Board of Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
Mr. Nikhil Khattau - Chairman
Mr. Subramanian S. - Member
Mr. Dharmendar Jain - Member
Ms. Almas Badar - Secretary to the Committee
TERMS OF REFERENCE:
- transfer/ transmission of shares;
- split-up/ sub-division and consolidation of shares;
- dematerialization/ rematerialization of shares;
- issue of new and duplicate share certificates;
- to open/ close bank account(s) of the Company for depositing share/ debenture applications, allotment and call monies,
- authorize operation of such account(s) and issue instructions to the Bank from time to time in this regard;
- to specifically look into queries and complaints received from the shareholders/ investors of the Company;
- to oversee the performance of the Registrar and Transfer Agent of the Company;
- to recommend measures for overall improvement in the quality of services to the investors;
- any allied matter(s) out of, and incidental to, these functions and not herein above specifically provided for;
- any other matter(s) as may be recommended by the Board of Directors.
INVESTMENT, BORROWING AND ADMINISTRATIVE COMMITTEE
COMPOSITION OF INVESTMENT, BORROWING AND ADMINISTRATIVE COMMITTEE
Mr. Harsh Mariwala – Chairman
Mr. Dharmendar Jain – Member
Mr. Subramanian S. – Member
Ms. Almas Badar – Secretary to the Committee
TERMS OF REFERENCE:
- to make loan(s) to any other body corporate(s) being subsidiaries of the Company and / or associate companies for meeting the organic and inorganic needs including acquisitions funding, working capital requirements or expansion plans;
- to give any guarantee or provide security, in connection with a loan(s) made by any other person to, or to any other person, by anybody corporate;
- to make investment(s) from time to time, by way of subscription, purchase or otherwise, in the securities of any other body corporate, in Fixed Deposits, Commercial Papers, Bonds or any financial instruments/products issued by Financial Institutions, Foreign Institutional Investors, Bodies corporate, Banks or any other financial entity;
- to borrow moneys otherwise than on debentures;
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the IBA be and is hereby further authorized for following in respect of such aforementioned investments, loans and guarantees, etc.:
- to utilize the idle funds of the Company including to decide providing of temporary financial accommodation with in the group or associate companies or outside companies;
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to decide and act as regards any terms and conditions including but not limited to the following:
- amount to be invested;
- number of tranche(s) and mode of investment;
- currency of investment- Indian Rupees or such currency as may be suitable;
- investee/Borrower entity(ies);
- amount of loan to be given;
- amount of guarantee or security to be given/provided;
- type/nature of loan/ guarantee/security;
- other terms and conditions concerning the loan/ guarantee/security as may be relevant;
- documentation as may be required to reflect the terms and conditions concerning the loan/ guarantee/security as may be relevant.
- to settle any questions, difficulties or doubts that may arise in this regard;
- to open current / overdraft/ cash credit / fixed deposit or other account(s) with any bank and authorize the officials to operate the same and also to vary the authorization to operate accounts of the Company with its bankers;
- to affix the Common Seal of the Company on any documents required to implement any decisions of the Committee ;
- to do such acts, deed or things as may be deemed necessary for the purpose and in the interest of the Company to give effect to the foregoing;
- to further delegate all or any of the above powers to any of the officers or personnel of the Company subject to the limits mentioned in clause 1 hereinabove.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Mr. Harsh Mariwala – Chairman
Mr. B. S. Nagesh – Member
Mr. Rajendra Mariwala – Member
Ms. Almas Badar – Secretary to the Committee
TERMS OF REFERENCE:
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The terms of reference of the Corporate Social Responsibility Committee of the Board of Directors shall be as prescribed under the applicable laws and inclusive of the following:
- a. formulation of a Corporate Social Responsibility Policy, recommendation of the Policy to the Board of Directors of the Company and periodical review of the Policy;
- b. recommendation of the amount to be incurred as CSR spend on the activities specified in Schedule VII of the Act;
- c. such other acts, deeds, things as may considered necessary by the CSR committee to give effect to the foregoing;
