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Kaya

THE COMPANY


OVERVIEW

Kaya Limited was incorporated on March 27, 2003. Kaya Limited is a pioneer in specialized skin care and hair care and delivers customized services and products through a combination of qualified dermatologists and US-FDA approved cosmetic dermatological procedures across its chain of skin clinics in India & in Middle East through its step down subsidiary, Kaya Middle East FZE ("KME"). Over the past 19 years, Kaya has increased its reach to 70+ clinics across 20+ cities in India and has 23 clinics in the Middle East.

Up to March 31, 2014, Kaya Limited was a wholly owned subsidiary of Marico Kaya Enterprises Limited ("MaKE"). As a part of an effort in consolidating and reorganizing the Kaya business, unlocking value for the shareholders of MaKE, reduction of administrative and operational costs and elimination of a multi-layered structure, it was proposed to merge MaKE with Kaya. Pursuant to the amalgamation, from April 1, 2014 the Kaya Business is conducted by Kaya Limited. The Kaya Business principally comprises the provision of skin care services and solutions under the brand name of Kaya Clinic in India and abroad.

Today, Kaya delivers specialized skin care and hair care solutions in India and overseas markets through its range of services and clinics at numerous locations. Kaya has expanded to 70+ clinics, spread across 20+ cities in India and 23 clinics in the Middle East.

All the services & products offered at Kaya are designed and supervised by a team of over 100+ dermatologists and carried out by certified beauty therapists who undergo extensive training programs. The technologies and equipments used in delivering solutions are state-of-the-art, advanced skin care and hair care technologies which adhere to the highest international quality & safety standards. Today, Kaya is at the forefront of offering cutting-edge, world class services & products in the areas of Anti-Ageing, Pigmentation, Acne/Acne Scar reduction, Laser Hair Reduction, etc. along with regular beauty enhancement services. Kaya also has a range of more than 60+ skin care and hair care products.

HARSH C. MARIWALA

RAJIV SURI

RAJIV NAIR

SAURABH SHAH


HARSH C. MARIWALA

Chairman and Managing Director

Mr. Harsh Mariwala leads Marico Limited as its Chairman.

Mr. Mariwala’s passion for innovation, enthused him to establish the Marico Innovation Foundation in 2003 which works towards nurturing innovations in India. In 2012, Mr. Mariwala started ASCENT Foundation, a peer-learning entrepreneurial platform.

Sharrp Ventures is the Family Office of the Harsh Mariwala Family. He also founded the Mariwala Health Initiative (MHI) in 2015, with the philanthropic aim of giving back to society.

Mr. Mariwala was recently bestowed the EY Entrepreneur of the year award 2020 for India which is the world's most prestigious business award for entrepreneurs.


RAJIV SURI

Global Chief Executive Officer

Mr. Rajiv Suri brings with him rich experience of over 33 years in leading large business formats as a CEO & MD. He has also been an active board member for multiple retails, wholesale formats with expertise in India, Middle East & Europe markets. Mr. Rajiv Suri is a highly experienced, successful and well-regarded business leader. He has strong retail skills and great business insights. He has a remarkable ability to see what’s going on in the market, to sense business transformation opportunity, to create stakeholder value, while leading strategic directions with speed and agility.

Mr. Suri has a degree in Strategic Retail Management from Harvard Business School, USA and also holds a double PG degree in Business Management and Sales & Marketing. He started his career in 1988 and has worked with market leader companies like M.H. Alshaya Co, Mexx Europe Holding, Jashanmal Group, Majid Al Futtaim, Shoppers Stop Ltd and Emaar Malls PJSC.


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.


SAURABH SHAH

Chief Financial Officer, Kaya Limited

Mr. Saurabh Shah is a Bachelor in Commerce from Mumbai University and is also a member of the Institute of Chartered Accountants of India and CPA (Australia).

He has been associated with Kaya Limited since September 2016 as General Manager-Finance. He has over 15 years of rich experience in Finance functions in Retail and Entertainment Industry and has previously worked with organisations like Timezone Entertainment Private Limited, Meru Cabs Private Limited.


DR. SUSHANT SHETTY

Head of Medical Operations/Services and Engineering, Kaya Limited

Dr Sushant Shetty is the Head of Medical Operations/ Services and Engineering at Kaya Ltd and leads a team of 100+ expert dermatologists in India. His immense wealth of knowledge and expertise helps Kaya to enhance its offerings in providing world-class, safe and personalized skin care services. Dr Sushant Shetty has over twenty years of clinical, academic and research experience in Dermatology and has been a Lecturer at Fr Muller’s Institute of Dermatology.

Dr Sushant has also published articles across various platforms including the article on National Leprosy Eradication Programme that was published in the Indian Journal of Dermatology. He has held various positions with VLCC, Iosis Medi Spa & Nova Hospital, amongst many others in the past two decades. He has been the Head of Laser & Dermatology segment for VLCC in Middle East & Africa in his previous stint. He has been invited to participate & speak at various conferences and workshops such as Oman Dermatology Society and IADVL. Dr Sushant Shetty is associated with Indian Association of Dermatologist, Venereologist and Leprologists along with the Cosmetology Society of India.

Dr Sushant has been proficient in the use of chemical and basic peels, Hyaluronic Acid Fillers, Laser Hair Reduction, Derma Rollers, Radio Frequency Micro-Needling, PRP treatments for facial rejuvenation and scalp hair growth, PDO Threads, Q-Switch Lasers, Electro and Radio Cautery and has also been injecting Botox since 1998. For these procedures, Dr Sushant has been involved in R&D and selection of appropriate treatments for trials, training of doctors, and selection of vendors and preparation of promotional materials.

Dr Shetty believes that as a pioneer in the field of skin and hair care in India, Kaya offers personalized solutions by accomplished Dermatologists, delivered through a synergistic combination of products and services that are backed by state-of-the-art and safe technologies. Kaya as a brand is synonymous with medical expertise which will continue to leverage on expert enabled, research-oriented practices & products to deliver more cutting-edge solutions to their customers.


NIVEDITA NANDA

Chief Human Resource Officer, Kaya Limited

Nivedita is the Chief Human Resource Officer at Kaya Limited wherein she is responsible for fostering a unique culture at work which delivers a strategic advantage to business, building capabilities in the organization through various talent Management Initiatives, driving innovative remuneration programs, and creating the right structure to deliver strategy.

Nivedita is a passionate HR leader with versatile expertise across managing a wide spectrum of HR operational activities entailing change management, culture development, envisioning and establishing smart solutions for integrating people practices within an ever dynamic business environment. Her vast experience is enriched with multi-dimensional industry exposure including the defense services, retail, health and infrastructure.

Prior to joining Kaya, Nivedita was the Head – People Office at Future Retail Limited where she led the HR functions for 28000 employees across Big Bazaar, fbb, E-Zone.

Nivedita was also associated with Reliance Health and as part of the founding team, she successfully led the launch of Kokilaben Dhirubhai Ambani Hospital and spearheaded the entire HR framework right from strategy to operations. She has also worked with Jindal Stainless and Praxair Indian in various roles. She started her career with Indian Air Force before joining the corporate world.

Nivedita holds an MBA in Human Resources from the Jamnalal Bajaj Institute of Management Studies and pursued her Master of Arts (MA) Psychology from Utkal University.

HARSH C. MARIWALA

RAJENDRA MARIWALA

RISHABH MARIWALA

NIKHIL KHATTAU

B.S. NAGESH

IRFAN MUSTAFA

DR. OM MANCHANDA

MS. VASUTA AGARWAL


HARSH C. MARIWALA

Chairman and Managing Director

Mr. Harsh Mariwala leads Marico Limited as its Chairman.

Mr. Mariwala’s passion for innovation, enthused him to establish the Marico Innovation Foundation in 2003 which works towards nurturing innovations in India. In 2012, Mr. Mariwala started ASCENT Foundation, a peer-learning entrepreneurial platform.

Sharrp Ventures is the Family Office of the Harsh Mariwala Family. He also founded the Mariwala Health Initiative (MHI) in 2015, with the philanthropic aim of giving back to society.

Mr. Mariwala was recently bestowed the EY Entrepreneur of the year award 2020 for India which is the world's most prestigious business award for entrepreneurs.


RAJENDRA MARIWALA

Non-Executive Director

Mr. Rajendra Mariwala has done his Masters in Chemical Engineering from Cornell University, USA. He is currently the Managing Director of Eternis Fine ChemicalsLimited, a leading exporter of specialty chemicals - specifically chemicals for fragrances and personal care products. He brings with him a rich experience of over 30 years in fragrances and 18 years in leading a competitive global business in specialty chemicals.


RISHABH MARIWALA

Non – Executive Director

Mr. Rishabh Mariwala, is a second generation family business entrepreneur. He is a graduate from Zarb School of Business, Hofstra University, New York, USA. An avid learner, he has undergone different executive courses from various universities. In 2010, he chose to become an entrepreneur where he could appreciate managing a business in its entirety. He launched a new business line "Soap Opera" catering to the masstige and luxury consumer segment. His passion for innovative product formulations and the deep consumer insight was instrumental in introducing the luxury range of skincare products called "PureSense" in 2016. While working on Puresense, Rishabh founded Sharrp Ventures - the Mariwala Family Office, and presently heads the same. Sharrp Ventures is engaged in public markets, private equity and venture capital. This experience has provided him great insight into India's vibrant start-up space and immense learning about global best practices of cutting edge new businesses in both the digital and offline space. Having undertaken various responsibilities, Rishabh has acquired overall entrepreneurial hands-on experience across all aspects of the business.


NIKHIL KHATTAU

Independent Director

Nikhil Khattau is an experienced investor, entrepreneur and banker. At Mayfield, Nikhil has been leading investments since 2007. As an entrepreneur, he was founding CEO of SUN F and C, one of lndia's first privately - owned mutual fund houses. His investment banking experience was with EY’s corporate Finance Group in London and New York.

Nikhil is a Fellow of the Institute of Chartered Accountants in England and Wales and received his Bachelor's degree from the University of Mumbai.

He believes the Indian consumer is changing habits and he works with entrepreneurs at the forefront of this change. Food, online brands and consumer financial services are areas of his particular interest.

He is on the Boards of Kaya Limited (listed, specialty skin care), Marico Limited (packaged consumer goods, listed) and, Securens (remote monitoring and surveillance), Licious (Online meat brand) and an investor in Box 8, Green Snacks, Matrimony.com and Sohan Lal Commodity Management.


B.S. NAGESH

Independent Director

Mr. B.S.Nagesh is the Founder of a Not for Profit organization called TRRAIN (Trust for Retailers and Retail Associates of India). TRRAIN has a vision of “Empowering people in Retail” with a mission of upgrading the lives of people in retail both at work and home.

He has been involved with Shoppers Stop since its inception in 1991 as the first employee. Today Shoppers Stop is the leading department store chain in India with 87 stores across the country. Nagesh has contributed significantly in ushering modern retailing in the country.

He stepped out of the role of MD in Shoppers Stop Limited in 2009 at the age of 50 to start TRRAIN to fulfill his personal belief of 25 years of learning, 25 years of earning and 25 years of returning. He is the Non-Executive Chairman of Shoppers Stop Limited. He also founded Retailers Association of India in 2004. He stepped out of the Chairman’s role in September 2020 after serving RAI for 16 years.

Mr. Nagesh has been recognized as an iconic retailer and was inducted into the World Retail Hall of Fame 2008 at the World Retail Congress 2008 conducted in Barcelona. With his induction in the World Retail Hall of Fame 2008, Mr. Nagesh is the first Asian retailer to take a significant place alongside more than 100 stalwarts of the global retail industry.

He is the recipient of Hellen Keller award for being a role model in creating livelihood for Persons with Disability. He is also nominated as an Ashoka Fellow.


IRFAN MUSTAFA

Independent Director

Mr. Irfan Mustafa serves as Managing Shareholder and Chairman, KFC Pakistan, the largest franchise in Pakistan. Mr. Mustafa is a Co-Founder and Strategic Advisor of NetSol Technologies Inc. from the beginning and has played a key role in every acquisition by it. Mr. Mustafa's active participation with NetSol management has helped NetSol Technologies Inc. to establish a stronger presence in Pakistan. He began his 14 year career with Unilever, PLC where he where he was one of the youngest senior management and board members. Later, he was employed with Pepsi International from 1990 to 1997 as the Chief Executive Officer in Pakistan, Bangladesh, Sri Lanka, Afghanistan and Egypt. He served as Vice President of PepsiCo. He served as Managing Director, Yum Restaurant International for MENA, PAK and Turkey. He served as Chief Leadership Development Office for Yum Brands. From 1996 to 1997, he joined the Pepsi Executive Development Program. He was relocated to Dubai as head of TRICON Middle East and North African regions. He served as Chairman of NetSol Technologies Inc., since April 1997. He has been an Independent Director at Kaya Limited since April 2015. Mr. Mustafa served as Non-Executive Director of Netsol Technologies Limited. He serves as Member of Dun & Bradstreet International South Asia & Middle East Dubai, U.A.E.; Partner and Board Member, AmazonLLC, California Franchise of Taco Bell; and KFC Global Brand Council. He served as a Director of NetSol Technologies, Inc. from April 1997 to June 2004. Mr. Mustafa holds an M.B.A. from IMD (formerly Imede), Lausanne, Switzerland in 1975; an M.B.A. from the Institute of Business Administration, Karachi, Pakistan in 1974; and a B.S.C. in Economics, from Punjab University, Lahore, Pakistan in 1971.


DR. OM MANCHANDA

Director

Dr. Om Manchanda is the Managing Director of Dr. Lal PathLabs Ltd. (LPL). He has successfully led the transformation of LPL in last nearly 16 years from a small business to a professionally run India’s largest medical diagnostics company. He also successfully led the IPO of the Company in the year 2015, the first company to be listed in diagnostics space in India.

His career spans over three decades across diverse industries like FMCG, Agri- Inputs and Consumer Healthcare. He spent nearly a decade with Hindustan Unilever where he started his career as a management trainee in the year 1990.

He has done MBA from IIM Ahmedabad and is also an alumnus of

He was Finalist for the prestigious “EY Entrepreneur of the Year” awards for 2015 and later won this award “EY Entrepreneur of the Year” for 2019 in the Healthcare and Life Sciences category. Recently he received ‘Healthcare Personality of the Year-2020’ award in the FICCI Healthcare Excellence Awards, organized in September 2020.


MS. VASUTA AGARWAL

Director

Ms. Vasuta is the Managing Director for Asia Pacific at InMobi. She is responsible for the P&L, revenue, strategic partnerships and business for India, Southeast Asia, Japan, Korea, and ANZ markets. Prior to this, she was the VP & GM for India business at InMobi, driving consistent scale and growth over 3+ years.  She has been with InMobi, one of the first start-ups and unicorns to go global from India, for over 8 years and has worn many hats in her time there from Founders’ strategy to product to business roles. Before InMobi, she was at McKinsey as a management consultant and with Intel as a chip design engineer. She is a graduate of BITS, Pilani, and the Indian Institute of Management, Bangalore.

She has featured in the Campaign Asia "Women to Watch 2020" list, among the "Top 50 Influential Women in Media and Marketing in India" for 3 successive years since 2018 and in the "Economic Times Women Ahead List" for 2018.


BOARD COMMITTEES

AUDIT AND RISK MANAGEMENT COMMITTEE

COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE

Mr. Nikhil Khattau - Chairman

Mr. B.S. Nagesh - Member

Mr. Rajendra Mariwala – Member

Mr. Harsh Mariwala – Permanent Invitee to the Committee

Ms. Nitika Dalmia – 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;
  • 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

Ms. Vasuta Agarwal- Member

Mr. Harsh Mariwala - Permanent Invitee to the Committee

Ms. Nitika Dalmia – 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;
  • 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. B. S. Nagesh - Member

Mr. Harsh Maiwala – Member

Ms. Nitika Dalmia – 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. Rajiv Nair – Member

Mr. Saurabh Shah – Member

Ms. Nitika Dalmia – 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;
  • 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;
      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. Nitika Dalmia – Secretary to the Committee

TERMS OF REFERENCE:
  • 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;

Kaya

OUR PRESENCE


OVERVIEW

Incorporated on March 27th, 2003, Kaya Ltd houses a range of Kaya Clinics in India and the Middle East. Kaya has 2 business formats - Kaya Clinic, and Kaya E-commerce Site. Understanding and capturing the emerging need of looking good naturally, the first Kaya Clinic was opened in December 2002 with a vision to deliver flawless skin to both men and women. Today, Kaya Skin Clinic offers a range of world-class customized skin care and hair care solutions that visibly improve the way your skin and hair looks, acts and feels in a serene, premium ambience of our clinics. Our services are designed and supervised by a team of expert dermatologists and carried out by certified beauty therapists who go through extensive training programs.

Our products are custom-developed by Kaya's experienced dermatologists with a wide range of highly efficacious formulations. Our products from the 10 distinct skincare ranges and our hair care range are thoroughly researched and formulated to deliver the best results. Our products are manufactured and customized to suit different skin and hair types. The synergistic combination of our products and services provides complete skin care and hair care solutions to meet consumers' ever-growing beauty aspirations.

Through this long journey of specialized skin care expertise, Kaya has been at the forefront of bringing the latest skin care and hair care technologies from across the world to deliver highly effective & natural solutions to our consumers. Technologies used in designing services and products are state-of-the-art; advanced skin care and hair care technologies which meet the highest international quality standards & safety norms.

Kaya offers solutions in the specialized categories of Anti-Ageing, Pigmentation, Acne, Acne Scar, Laser Hair Reduction, Hair Transplant along with regular beauty enhancement services. The wide spectrum of over 60+ products, ranges from daily hair care and skin care to specific skin concerns for both men and women.


MILESTONES ACHIEVED SO FAR

Prototype of Kaya Skin Clinic was launched at the corporate office of Marico for employees, friends and families to gauge their response The first 6 Kaya Skin Clinics launched in Mumbai and New Delhi

First footprint of Kaya Skin Clinic in Middle East. Launched the first clinic in Dubai

Awards for excellence in Franchising and Business Development organized by Franchise Awards, presented Certificate of Excellence in recognition of Customer Service to Kaya Ltd.

Awarded the 'Most Admired Retailer for Health and Beauty' at the Images Retail Awards '09 - Kaya Ltd. Features among the top 10 Health and Happiness Brands in "The Complete Wellbeing Health and Happiness Brand Survey 2009", conducted by global research company Synovate

Kaya Skin Clinic introduced for the first time in India- "Aqua Radiance", a brand new state-of-the-art, yet completely natural, JET technology which uses nature's basic elements for skin care, i.e. air & water. Kaya Ltd. receives Master Brand Status by CMO Council, CMO Award for Brand Excellence, Elle Beauty Award for products

Kaya Skin Clinic, Middle East receives 'Super Brand Status' in the UAE four times consecutively from 2011 to 2014 and in 2012 in Oman.

Aqua Radiance, one of the services based on Jet Technology, receives 'Product of the year' Award

Kaya Ltd. launched the first Kaya Skin Bar – a new product-forward retail concept in Bangalore in January, 2013. CMO Asia awards for 'Best Loyalty Program' of the year for Kaya Smiles™, 'Innovative Retail Concept for the Year' for Kaya Skin Bar and 'Woman Leadership Award for Excellence in Human Resources' to Ruhie Pande – Head HR, Kaya Ltd. Elle Beauty Awards 2013 awarded Kaya's Brightening and firming eye serum in the

Won the "Customer Loyalty program Award – Kaya Smiles" in 2014 from CMO Asia. Won the "Innovative retail concept of the year – 2014 " for Kaya Skin Bar by CMO Asia. Won the Women Leadership for "Excellence in HR" by CMO Asia in 2014.

Awarded the "Aesthetics Chain of the Year - 2015" by Indian Salon & Wellness Awards.

Awarded ‘Wellness Service Brand of the Year’ by India Health & Wellness Summit
Won ‘Retail Excellence Award – Customer Loyalty
Secured ‘50 most influential HR personalities’ by Asia Pacific HRM Congress
Banked ‘Best Skincare Provider’ by CIMS and UBM
Won ‘ Asia Pacific HRM Congress: 50 most influential HR personalities’
Kaya has been voted as Top 10 Great Places To Work in the Retail Sector” by the Retailers Association of India.
Kaya has won the “Most Trusted Brand - Cosmetic Dermatology (India)” Award at the World Brand Summit Ceremony.


KAYA CLINIC, INDIA

Spread across 20+ cities with 70+ clinics in India, Kaya Clinic, India has over 8,00,000 satisfied customers. Kaya Clinic, India has the largest pool of dermatologists in the country with 95+ dermatologists. Right from personalized skin care and hair care consultation to designing customized solutions, our clinics have dermatologists to guide our consumers through their journey of skin health at Kaya.


KAYA CLINIC, MIDDLE EAST

2003 is when Kaya Clinic, an international chain of skincare and hair care clinics that administer unique and personalized skin care and hair care solutions, opened its doors in the Middle East with a single clinic in the bustling heart of Dubai. Through years of intensive experience with customers in the region, the Company has gained a wealth of experience and has invested in building the region’s largest pool of dermatologists – 35 and counting - to deliver an exceptional brand of bespoke skin care and hair care across 17 locations in the UAE and 23 in the region. Kaya’s collective intelligence is at the heart of every service and product formulation. Every customer receives personalized skin care and hair care program that begins with a consultation and skin analysis with a dermatologist.

For more information, visit www.kayaskinclinic.com


ECOMMERCE

In an endeavor to provide an Omni-channel experience, Kaya has been giving a big thrust to its eCommerce business. The e-commerce platform makes it easier for the Kaya expertise available to a wider set of audiences. The dedicated platform provides an additional channel along with company-operated clinics and skin bar to retail out over 60+ SKUs of Kaya's advanced range of products from 10+ distinct skincare and haircare ranges.

Kaya's E-Commerce website: kaya.in

Our products are also available at other online portals like;


Kaya

LIFE AT KAYA


OVERVIEW

At Kaya, we have a youthful & vibrant work atmosphere, which reflects strongly in the products and services we offer. The Kaya brand philosophy doesn't just extend to our end consumers, we positively influence the lives of our members too! The philosophy of Customer First applies not just to our customers, but also to our internal teams. We foster an environment where you are the owner of your role & the culture of openness enhances this spirit to help you accomplish the benchmarks you set for yourself.

Backed by well-constructed systems, we have a strong IT infrastructure in place that blends in seamlessly with frontline processes & enables us to give our best every day!

At Kaya, we do not recruit to accomplish short-term requirements; instead, we invest in future leaders. True to this fact, we are proud to say that 40% of our leadership roles are filled with in-grown members. A rigorous assessment program enables our members to display their potential to take on higher-order roles.

Kaya's people practices are one of the best in class – armed with world-class training programs, we guide our members on the path to greatness. This applies not just to our new members but also to our existing team members – where we do regular soft skills training and leadership training. We reward our members not just for their performance but also for their potential. As far as the Kaya experience goes, we employ a truly unique practice.


LIFE AT KAYA

At Kaya, we truly believe that satisfied employees lead to happy customers. We take great measures to ensure that our frontline members have access to a great working environment in terms of infrastructure & hygiene. The spread of centers' across cities ensures that we are able to allot a clinic close to their place of residence, wherever possible.

A staggering work shift means members have the flexibility to choose their own work timings, adjusting their schedules with those of their colleagues, such that both the member's and the customers' needs are met.

It's not always working, but also fun – festivals, events & achievements are celebrated with as much gusto at the clinics as at our corporate centers'.

If you are a Kayazen currently or have been in the past and would like to keep in touch with us, join us on our Alumni page on Facebook – KAMPUS (Kaya Alumni Members with a Purpose of Uniting & Synergising)


RECRUITMENT PROCESS

At Kaya, the focus is on hiring the best talent and the ideal culture fit.

The steps towards accomplishing this are:

SCREENING OF PROFILE
We receive profiles from various sources. This can come either through a reference, or a consultant or you can directly apply to us at kayajobs@kayaindia.net. There is a screening process to filter out the relevant profiles. The Kaya recruiter shall get in touch with you for relevant openings.

INTERVIEWS
These happen following the screening - one or two interviews with HR and then with the Line Manager. Customized psychometric profiles and/or technical tests help us assess the right talent.

SELECTIONS
In the last stage, we take feedback about you from two individuals who have known you in a professional context. Medical check-ups and remuneration finalization are done after this stage. We also conduct a professional background check through an external agency, once you have accepted the offer.


VACANCIES AT KAYA

1


Beauty Therapist

Mumbai/Delhi/Chennai/Bangalore/ Pune/Kolkata

ROLE

Perform advanced skin care services

Deliver exceptional levels of customer service

REQUIREMENTS

Good communication skills in English & local language

HSC passed

Freshers welcome

2


Clinic Manager

Across India

ROLE

Manage Sales, Customer Service, Business Development & team of people at the clinic

REQUIREMENTS

Graduate/ MBA with 4+ years experience in Sales & Customer Service

3


Dermatologist

Across India

ROLE

Provide skin consultation to customers & recommend service packages accordingly Perform advances skin care services

REQUIREMENTS

MBBS with a post graduate qualification in Dermatology (MD, DNB, DVD, DDV) from MCI recognised colleges Freshers welcome


Kaya

KAYA INVESTOR RELATIONS

INVESTOR GRIEVANCE REDRESSAL CONTACT:

Company Secretary & Compliance Officer

Registered Office: Kaya Limited 23/C, Mahal Industrial Estate,Mahakali Caves Road, Near Paperbox Lane,Andheri (East), Mumbai- 400 093,India.
Email id: investorrelations@kayaindia.net
Tel: (91-22) 6619 5000     Fax: (91-22) 6619 5050


REGISTRAR AND SHARE TRANSFER AGENT:

Link Intime India Private Limited

C 101, 247 Park , L B S Marg,Vikhroli West, Mumbai 400 083
Tel: +91 22 49186000     Fax: +91 22 49186060

1.  WHEN WAS KAYA LIMITED FORMED AND WHO ARE ITS PROMOTERS?

Kaya Limited was incorporated on March 27, 2003. Mr. Harsh C. Mariwala and Mr. Kishore Mariwala are the Promoters of the Company. Mr. Harsh C. Mariwala leads the Company as its Chairman and Managing Director.

2.  WHAT IS KAYA BUSINESS?

Kaya Limited is formed with the object of providing Health Care, Aesthetics, Beauty and Personal Care services in India and abroad either directly or through one or more of its subsidiaries. The company's current business is resultant of de-merger of Kaya business, which was run under Kaya Ltd., India, from Marico Limited. Kaya Ltd., India ("Kaya"?) was incorporated on 27th March, 2003 as part of wholly owned subsidiary of Marico Limited.

3.  WHAT IS THE REGISTERED OFFICE OF KAYA?

23/C, Mahal Industrial Estate, Mahakali Caves Road,
Near Paperbox Lane, Andheri (East), Mumbai – 400093

4.  WHAT IS FOLIO/ DP CLIENT ID NUMBER?

Folio number is the 7 digit account number you were assigned as a registered shareholder of the Company. It applies only to Physical Shareholding. Your 16 Character DP Id and Client ID is a registration      number allotted to you by the Depository Participant with whom you have opened your Demat account. In the case of NSDL, this comprises 2 alpha characters "IN"? and 14 numeric characters. In case of CDSL, this is a 16 digit number. You will find these numbers indicated on your demat statements, dividend warrants, share certificates and other investor correspondence.


Kaya

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