Professional Documents
Culture Documents
Business Law
Business Law
Submitted by:-
Amit Singh Adhikari
Bharat Bhushan
Sahil Dhuran
Shashank Pandey
Simran Sinha
Tanvi Ektare
Submitted to:-
Pitresh Kaushik
MARICO
Marico was first listed on Indian stock exchange in 1996. 1974 – Harsh Mariwala envisioned a
branded FMCG market for coconut and refined edible oils in small consumer packs and sets up a
national distribution network for Parachute. 1990. Marico was established in India. Marico
Limited is an Indian multinational consumer goods company providing consumer products and
services in the areas of health, beauty and wellness. With its headquarters
in Mumbai, Maharashtra, India, Marico is present in over 25 countries across Asia and Africa. It
touches the lives of one out of every three Indians through its portfolio of brands such as
Parachute, Saffola, hair & Care, Parachute Advanced, Nihar Naturals, Mediker and many
more. It owns brands in categories of hair care, skin care, edible oils, health foods, male
grooming, and fabric care.
As of 2019–20, the company generated a turnover of ₹7,315 crores. Marico has 8 factories in
India located
at Pondicherry, Perundurai, Kanjikode, Jalgaon, Paldhi, Dehradun, Baddi and Paonta Sahib.
SHAREHOLDING PATTERN
Shareholders (as on 31 March
Shareholding
2021)
Total 100.0%
MEMORANDUM OF ASSOCIATION
Memorandum of Association helps the shareholders, creditors and any other person dealing with
the company to know the basic rights and powers of the company. Also, the contents of the
MOA help the prospective shareholders in taking the right decision while thinking of investing in
the company. MOA must be signed by at least 2 subscribers in case of a private limited
company, and 7 members in case of a public limited company.
Registered Office Clause- 7th Floor, Grande Palladium, 175, CST Road, Kalina,
Santacruz (East),
City Mumbai
State Maharashtra
Country India
Pincode 400098
Telephone 66480480
Fax 26500159
E-mail Investor@marico.com
Website https://marico.com
Read more at https://www.goodreturns.in/company/marico/profile.html
Object Clause-
MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY
ON ITS INCORPORATION :
Liability Clause-
Name, Address, Description and Number of Equity
Occupation of each Subscriber shares taken by Signature of Suscriber
each Subscriber
Capital Clause- The authorized, issued, subscribed and paid up share capital
of Marico as on March 31, 2020 is as under-
Authorized Share Capital
Total 215.00
Total 129.10
SHARE CAPITAL
4.1 The authorized, issued, subscribed and paid up share capital of MCCL as on
March 31, 2020 is as under:
Total
Total 20.66
ARTICLE OF ASSOCIATION
In corporate governance, a company's articles of association (AOA, called articles of
incorporation in some jurisdictions) is a document which, along with the memorandum
of association (in cases where the memorandum exists) form the
company's constitution, and defines the responsibilities of the directors, the kind of
business to be undertaken, and the means by which the shareholders exert control over
the board of directors.
From To Equity Share (Rs. cr) (Rs. cr) Shares (no.s) Face Capital
Value (Rs. Cr)
2020 2021 Equity Share 150.0 129.1 1291349998 129.1
1.0
2019 2020 Equity Share 150.0 129.1 1291018088 129.1
1.0
2018 2019 Equity Share 150.0 129.0 1290000000 129.0
1.0
2017 2018 Equity Share 150.0 129.1 1290864398 129.1
1.0
2016 2017 Equity Share 150.0 129.0 1290471198 129.0
1.0
Organization of the Company-
DIRECTORS-
Until otherwise determined by a General Meeting and, subject to Section 252 and 259 of the Act,
the number of Directors shall not be less than three or more than twelve
The First Directors of the Company shall be :
1 MR. CHARANDAS VALLABHDAS MARIWALA
2. MR. HANSRAJ VALLABHDAS MARIWALA
3. MR. JAYASINH VALLABHDAS MARIWALA
4. MR. KISHORE VALLABHDAS MARIWALA
5. MR. HARSH CHARANDAS MARIWALA
Appointment of alternate Director.
Directors may fill up vacancies.
Additional Directors
Power to the financial institutions to nominate Directors on the Board and Debenture Directors.
Debenture Directors
Qualification of Directors Remuneration of Directors.
Directors not a resident of the place of the Registered Office of the Company to be paid
travelling expenses
Special remuneration of Directors performing extra services.
Shareholder Meetings-
GENERAL MEETINGS 58. (1) In addition to any other meetings, general meetings of the
Company shall be held at such interval as are specified in Section 166 (1) of the Act and subject
to the provisions of Section 166 (2) of the Act at such times and places as may be determined by
the Board.
(2) Such general meeting shall be called Annual General Meeting. Every Annual General
Meeting shall be called at any time during business hours on a day that is not a public holiday
and shall be held either at the Registered Office of the Company or at some other place within
the city, town or village in which the Registered Office of the Company is situated.
59. All other meetings of the Company other than those referred to in the preceding clause shall
be called Extra-Ordinary General Meeting.
60. The Directors may, whenever they deem necessary and shall on the requisition of the holders
of not less than one-tenth of the paid up capital of the Company as on the date of requisition and
having voting in regard to the matter in respect of which the requisition is made, forthwith
proceed to convene an Extraordinary General Meeting of the Company and in the case of such
requisition the provisions of Section 169 of the Act shall apply.
72. Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to
scrutinise the votes given on the poll and to report thereon to him. One of the scrutineers so
appointed shall always be a member (not being an officer) if such a member is available and
willing to be appointed. The Chairman shall have power at any time before the result of the poll
is declared to remove a scrutineer from the office and fill vacancy in the office of scrutineer
arising from such removal or from other cause.
73. Any poll duly demanded on the election of a Chairman of the meeting or on any question of
adjournment shall be taken at the meeting forthwith.
74. The demand for poll, except on the questions of the election of the Chairman and of an
adjournment, shall not prevent the continuance of a meeting for the transaction of any business
other than the question on which the poll has been demanded.
BOARD OF DIRECTORS
HARSH MARIWALA
Harsh C. Mariwala leads Marico Limited (Marico) as its
Chairman. Over the last 3 decades, he 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, Livon among others. 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
B.S NAGESH
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 82 stores across the country .
NIKHIL KHATTAU
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&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
HEEMA
Hema has deep expertise in Human Resources Development,
Corporate Governance and Change Management. Her specific
areas of interest include Succession Planning and Leadership
MILIND BARVE
Development, Executive Coaching and Diversity and Inclusion.
She hasBarve
Milind workedis extensively
the former with both business
Managing Directorand
of functional
HDFC Asset
leaders, CEOs and Board Members in transforming
Management Company (HDFC AMC), one of India’s leading theirasset
leadership styles
management for maximum
company. He wasimpact and lasting
responsible for change
setting up HDFC
AMC and was appointed as its first Managing Director with effect
from July 4, 2000 and after over a two-decade-long stint, he retired in
February 2021. Almost his entire career, he has been associated with
the Housing Development Finance Corporation (HDFC) group
RAJENDRA MARIWALA
Rajendra Mariwala has done his Masters in Chemical Engineering
from Cornell University, USA. He is currently the Managing Director
of Eternis Fine Chemicals Limited, a leading exporter of specialty
chemicals - specifically chemicals for fragrances and personal care
products. He brings with him a rich experience of over 16 years in
leading a competitive global business in specialty chemicals. He has
been on the Board of Directors of Marico Limited since July 26,
2005.
RISHABH
Rishabh, a second generation family business entrepreneur is a
graduate from Zarb School of Business, Hofstra University,
New York, USA. He is an avid learner and has undergone
different executive courses from various universities. His
engagement at Kaya Skin Care (chain of Dermatology Clinics
across India) from 2008 - 2011 gave him an opportunity to gain
holistic organizational experience. In 2010, 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
SAUGATA GUPTA
Saugata Gupta serves as the Managing Director and Chief
Executive Officer of Marico Limited. He joined Marico in 2004
as the Head of Marketing and was elevated to CEO of India
Business in 2007 and in 2014 he took over as Managing Director
of the company
ANANTH NARAYANAN
Ananth Narayanan is the Co-Founder and Chief Executive
Officer of Medlife, the largest e-health company in India, with
business verticals including pharmacy, diagnostics and e-
consultation. A leader with a strong vision, he oversees
growth, leads Mergers and Acquisitions and formulates
strategy around new areas of growth, while also strengthening
the team. He believes in the power of technology in making
healthcare simple, personal and accessible to al
RAJEEV VASUDEVA
Rajeev Vasudeva has over two decades of global experience as a
counsellor and trusted advisor to boards and CEO’s of global
organizations on leadership and governance issues. He had a
career spanning 25 years with Egon Zehnder International in
India and the UK, which culminated in his appointment as the
global CEO of the firm in 2014.
6 Provisions of the Companies Act Regarding to the Conduct
of Board’s Meetings
Most of the powers of the directors are exercised in the meetings of the board of directors. The
meetings are where the Board discusses the affairs of the company and also exercises its
authority.
Conduct of meetings in a proper manner is important for the proper functioning of the company.
Following are the provisions of the Companies Act regarding conduct of board’s meetings:
Directors, who are interested in the contract, are not counted in determining the presence of the
quorum except in the case of a private company. If all the directors are interested except one,
there can be no quorum and therefore no meeting.
Where two or more directors are interested in a contract, any arrangement by which the
resolution is spilt to enable a director to abstain from voting on the part in which he is interested
would not be permissible.
In those cases, where the number of interested directors is two-third or more of the total strength
of the Board, the remaining number of uninterested directors or two directors whichever is more,
shall form the quorum for transacting such a business. Directors are not allowed to send their
proxies to attend and vote for them in the meetings.
Meeting of the Board of directors in the absence of quorum, unless otherwise provided in the
Articles, shall be adjourned until the same day in the next week, at the same time and place. In
case that day is a public holiday it shall be held on the next succeeding day which is not a public
holiday.
Once the minutes have been confirmed or approved by the chairman of the meeting concerned, it
will not be possible to have any alteration in the minutes except by a fresh resolution of the
meeting of the board. Since minutes have to be recorded and not signed within 30 days, they may
be confirmed by the chairman of the subsequent meeting.
AGM / EGM
Book Closure
Announcement Purpos From
Date e Date TO Remarks
To approve alteration of
Authorised Share Capital of
the company and to issue of
15/03/2004 EGM 21/04/2004 Bonus Shares.
Introduction
What is a prospactus?
A prospactus is a formal docunment that is filled with securities and exchange commission
(SEC) that provide details aboutan investment offering to the public. A prospectus is filed for
offerings of stocks, bonds, and mutual funds.
The prospectus can help investors make more informed investment decisions because it contains
a host of relevant information about the investment or security.
Types of prospactus
Deemed Prospectus- When a company allows or agrees to allot any securities of the
company, the document is considered as a deemed prospectus via which the offer is made
to investors. Any document which offers the sale of securities to the public is deemed to
be a prospectus by implication of law.
Red Herring Prospectus – Red herring prospectus does not contain all information about
the prices of securities offered and the number of securities to be issued. According to the
act, the firm should issue this prospectus to the registrar at least three before the opening
of the offer and subscription list.
Shelf prospectus- Shelf prospectus is issued when a company or any public financial
institution offers one or more securities to the public. A company shall provide a validity
period of the prospectus, which should not be more than one year. The validity period
starts with the commencement of the first offer. There is no need for a prospectus on
further offers. The organization must provide an information memorandum when filing
the shelf prospectus.
Abridged Prospectus – Abridged prospectus is a memorandum, containing all salient
features of the prospectus as specified by SEBI. This type of prospectus includes all the
information in brief, which gives a summary to the investor to make further decisions. A
company cannot issue an application form for the purchase of securities unless an
abridged prospectus accompanies such a form.